UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended JuneSeptember 30, 2011
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: 000-27816
REDWOOD MORTGAGE INVESTORS VIII,
a California Limited Partnership
(Exact name of registrant as specified in its charter)
California | 94-3158788 |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
| |
900 Veterans Blvd., Suite 500, Redwood City, CA | 94063 |
(Address of principal executive offices) | (Zip Code) |
(650) 365-5341
(Registrant's telephone number, including area code)
(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. [X] YES [ ] NO
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
[X] YES [ ] NO
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer [ ] | Accelerated filer [ ] |
Non-accelerated filer [ ] (Do not check if a smaller reporting company) | Smaller reporting company [X] |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
[ ] YES [X] NO
Part I –FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
REDWOOD MORTGAGE INVESTORS VIII
(A California Limited Partnership)
Consolidated Balance Sheets
JUNESeptember 30, 2011 (unaudited) AND DECEMBERand December 31, 2010 (audited)
(in thousands)
| | June 30, | | | December 31, | |
| | 2011 | | | 2010 | |
ASSETS |
Cash and cash equivalents | | $ | 8,302 | | | $ | 7,054 | |
| | | | | | | | |
Loans | | | | | | | | |
Secured by deeds of trust, net of discount of $2,881 at December 31, 2010 | | | | | | | | |
Principal | | | 177,707 | | | | 202,134 | |
Advances | | | 18,693 | | | | 18,190 | |
Accrued interest | | | 11,887 | | | | 13,119 | |
Unsecured | | | 155 | | | | 85 | |
Allowance for loan losses | | | (79,230 | ) | | | (89,200 | ) |
Net loans | | | 129,212 | | | | 144,328 | |
| | | | | | | | |
Real estate owned (REO) | | | | | | | | |
Held for sale | | | 33,717 | | | | 54,206 | |
Held as investment, net | | | 123,866 | | | | 115,411 | |
REO, net | | | 157,583 | | | | 169,617 | |
| | | | | | | | |
Receivable from affiliate | | | — | | | | 18 | |
Other assets, net | | | 1,061 | | | | 971 | |
| | | | | | | | |
Total assets | | $ | 296,158 | | | $ | 321,988 | |
ASSETS | | September 30, | | | December 31, | |
| | 2011 | | | 2010 | |
Cash and cash equivalents | | $ | 3,492 | | | $ | 7,054 | |
| | | | | | | | |
Loans | | | | | | | | |
Secured by deeds of trust, net of discount of $2,881 at December 31, 2010 | | | | | | | | |
Principal | | | 97,230 | | | | 202,134 | |
Advances | | | 7,140 | | | | 18,190 | |
Accrued interest | | | 5,193 | | | | 13,119 | |
Unsecured | | | 52 | | | | 85 | |
Allowance for loan losses | | | (34,129 | ) | | | (89,200 | ) |
Net loans | | | 75,486 | | | | 144,328 | |
| | | | | | | | |
Real estate owned (REO) | | | | | | | | |
Held for sale | | | 61,220 | | | | 54,206 | |
Held as investment, net | | | 160,744 | | | | 115,411 | |
REO, net | | | 221,964 | | | | 169,617 | |
| | | | | | | | |
Receivable from affiliate | | | 331 | | | | 18 | |
Other assets, net | | | 1,105 | | | | 971 | |
| | | | | | | | |
Total assets | | $ | 302,378 | | | $ | 321,988 | |
LIABILITIES AND CAPITAL |
Liabilities | | | | | | | | |
Bank loan, secured | | $ | 35,000 | | | $ | 50,000 | |
Mortgages payable | | | 30,834 | | | | 36,270 | |
Accounts payable | | | 2,424 | | | | 2,609 | |
Deferred revenue | | | — | | | | 109 | |
Payable to affiliate | | | 1,804 | | | | 973 | |
Total liabilities | | | 70,062 | | | | 89,961 | |
| | | | | | | | |
Capital | | | | | | | | |
Partners’ capital | | | | | | | | |
Limited partners’ capital, subject to redemption, net | | | 222,845 | | | | 228,193 | |
General partners’ capital (deficit), net | | | (780 | ) | | | (734 | ) |
Total partners’ capital | | | 222,065 | | | | 227,459 | |
| | | | | | | | |
Non-controlling interest | | | 4,031 | | | | 4,568 | |
Total capital | | | 226,096 | | | | 232,027 | |
| | | | | | | | |
Total liabilities and capital | | $ | 296,158 | | | $ | 321,988 | |
LIABILITIES AND CAPITAL
Liabilities | | | | | | | | |
Bank loan, secured | | $ | 26,750 | | | $ | 50,000 | |
Mortgages payable | | | 44,414 | | | | 36,270 | |
Accounts payable | | | 7,440 | | | | 2,609 | |
Deferred revenue | | | 109 | | | | 109 | |
Payable to affiliate | | | 1,016 | | | | 973 | |
Total liabilities | | | 79,729 | | | | 89,961 | |
| | | | | | | | |
Capital | | | | | | | | |
Partners’ capital | | | | | | | | |
Limited partners’ capital, subject to redemption, net | | | 219,441 | | | | 228,193 | |
General partners’ capital (deficit), net | | | (811 | ) | | | (734 | ) |
Total partners’ capital | | | 218,630 | | | | 227,459 | |
| | | | | | | | |
Non-controlling interest | | | 4,019 | | | | 4,568 | |
Total capital | | | 222,649 | | | | 232,027 | |
| | | | | | | | |
Total liabilities and capital | | $ | 302,378 | | | $ | 321,988 | |
The accompanying notes are an integral part of these consolidated financial statements.
REDWOOD MORTGAGE INVESTORS VIII
(A California Limited Partnership)
Consolidated Statements of Operations
For the Three and SixNine Months Ended JuneSeptember 30, 2011 and 2010
(in thousands, except for per limited partner amounts)
(unaudited)
| | Three Months Ended June 30, | | | Six Months Ended June 30, | | Three Months Ended September 30, | | Nine Months Ended September 30, | |
| | 2011 | | | 2010 | | | 2011 | | | 2010 | | 2011 | | | 2010 | | 2011 | | 2010 | |
Revenue, net | | | | | | | | | | | | | | | | | | | | | | |
Interest income | | | | | | | | | | | | | | | | | | | | | | |
Loans | | $ | 542 | | | $ | 1,944 | | | $ | 1,300 | | | $ | 5,018 | | $ | 435 | | | $ | 1,151 | | $ | 1,735 | | $ | 6,169 | |
Imputed interest on formation loan | | | 79 | | | | 142 | | | | 204 | | | | 289 | | | 97 | | | 135 | | 301 | | 424 | |
Other interest income | | | 1 | | | | 16 | | | | 2 | | | | 39 | | | 2 | | | | 5 | | | 4 | | | 44 | |
Total interest income | | | 622 | | | | 2,102 | | | | 1,506 | | | | 5,346 | | | 534 | | | | 1,291 | | | 2,040 | | | 6,637 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Interest expense | | | | | | | | | | | | | | | | | | | | | | | | | | |
Bank loan, secured | | | 630 | | | | 893 | | | | 1,360 | | | | 1,810 | | | 528 | | | 815 | | 1,888 | | 2,625 | |
Mortgages payable | | | 773 | | | | 286 | | | | 1,325 | | | | 331 | | | 348 | | | 430 | | 1,673 | | 761 | |
Amortization of discount on formation loan | | | 79 | | | | 142 | | | | 204 | | | | 289 | | | 97 | | | 135 | | 301 | | 424 | |
Total interest expense | | | 1,482 | | | | 1,321 | | | | 2,889 | | | | 2,430 | | | 973 | | | | 1,380 | | | 3,862 | | | 3,810 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Net interest income/(expense) | | | (860 | ) | | | 781 | | | | (1,383 | ) | | | 2,916 | | | (439 | ) | | (89 | ) | | (1,822 | ) | | 2,827 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Late fees | | | 1 | | | | 4 | | | | 4 | | | | 28 | | | 5 | | | 8 | | 9 | | 36 | |
Other | | | 2 | | | | 3 | | | | 4 | | | | 7 | | | 1 | | | | 31 | | | 5 | | | 38 | |
Total revenues, net | | | (857 | ) | | | 788 | | | | (1,375 | ) | | | 2,951 | | | (433 | ) | | (50 | ) | | (1,808 | ) | | 2,901 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Provision/(recovery) for loan losses | | | (1,262 | ) | | | 12,001 | | | | (1,262 | ) | | | 12,302 | | | 983 | | | 24,977 | | (279 | ) | | 37,279 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Operating Expenses | | | | | | | | | | | | | | | | | | | | | | | | | | |
Mortgage servicing fees | | | 1,091 | | | | 303 | | | | 1,273 | | | | 886 | | | 1,098 | | | 373 | | 2,371 | | 1,259 | |
Asset management fees | | | 240 | | | | 306 | | | | 487 | | | | 610 | | | 225 | | | 301 | | 712 | | 911 | |
Costs from Redwood Mortgage Corp. | | | 456 | | | | 112 | | | | 566 | | | | 224 | | | 305 | | | 111 | | 871 | | 335 | |
Professional services | | | 398 | | | | 420 | | | | 522 | | | | 782 | | | 179 | | | 320 | | 701 | | 1,102 | |
REO | | | | | | | | | | | | | | | | | | | | | | | | | | |
Rental operations, net | | | (224 | ) | | | 274 | | | | (817 | ) | | | 134 | | | (406 | ) | | (713 | ) | | (1,223 | ) | | (579 | ) |
Holding costs | | | 455 | | | | 278 | | | | 805 | | | | 333 | | | 198 | | | 155 | | 1,003 | | 488 | |
Loss on disposal | | | 54 | | | | 338 | | | | 54 | | | | 561 | | |
Impairment loss | | | 1,593 | | | | — | | | | 1,593 | | | | 89 | | |
Loss/(gain) on disposal | | | (82 | ) | | 14 | | (28 | ) | | 575 | |
Impairment loss/(gain) | | | 59 | | | (138 | ) | | 1,652 | | (49 | ) |
Other | | | (3 | ) | | | 61 | | | | 14 | | | | 100 | | | 93 | | | | (43 | ) | | | 107 | | | 57 | |
Total operating expenses | | | 4,060 | | | | 2,092 | | | | 4,497 | | | | 3,719 | | | 1,669 | | | | 380 | | | 6,166 | | | 4,099 | |
Net income (loss) | | $ | (3,655 | ) | | $ | (13,305 | ) | | $ | (4,610 | ) | | $ | (13,070 | ) | $ | (3,085 | ) | | $ | (25,407 | ) | | $ | (7,695 | ) | | $ | (38,477 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Net income (loss) | | | | | | | | | | | | | | | | | | | | | | | | | | |
Limited partners (99%) | | $ | (3,619 | ) | | $ | (13,172 | ) | | $ | (4,564 | ) | | $ | (12,939 | ) | $ | (3,054 | ) | | $ | (25,153 | ) | | $ | (7,618 | ) | | $ | (38,092 | ) |
General partners (1%) | | | (36 | ) | | | (133 | ) | | | (46 | ) | | $ | (131 | ) | | (31 | ) | | | (254 | ) | | | (77 | ) | | | (385 | ) |
| | $ | (3,655 | ) | | $ | (13,305 | ) | | $ | (4,610 | ) | | $ | (13,070 | ) | $ | (3,085 | ) | | $ | (25,407 | ) | | $ | (7,695 | ) | | $ | (38,477 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Net income (loss) per $1,000 invested by limited partners for entire period | | | | | | | | | | | | | | | | | |
Net income (loss) per $1,000 invested by | | | | | | | | | | | |
limited partners for entire period | | | | | | | | | | | |
Where income is reinvested | | $ | (13 | ) | | $ | (40 | ) | | $ | (17 | ) | | $ | (39 | ) | $ | (13 | ) | | $ | (73 | ) | | $ | (30 | ) | | $ | (112 | ) |
Where partner receives income in monthly distributions | | $ | (14 | ) | | $ | (41 | ) | | $ | (18 | ) | | $ | (40 | ) | $ | (12 | ) | | $ | (78 | ) | | $ | (30 | ) | | $ | (118 | ) |
The accompanying notes are an integral part of these consolidated financial statements.
REDWOOD MORTGAGE INVESTORS VIII
(A California Limited Partnership)
Consolidated Statements of Changes in Partners’ Capital
For the SixNine Months Ended JuneSeptember 30, 2011
(in thousands) (unaudited)
| | Limited Partners | |
| | Capital | | | | | | | | | Total | |
| | Account | | | Unallocated | | | Formation | | | Limited | |
| | Limited | | | Syndication | | | Loan, | | | Partners’ | |
| | Partners | | | Costs | | | Gross | | | Capital | |
| | | | | | | | | | | | | | | | |
Balance, December 31, 2010 | | $ | 238,581 | | | $ | (1,016 | ) | | $ | (9,372 | ) | | $ | 228,193 | |
Formation loan payments received | | | — | | | | — | | | | 582 | | | | 582 | |
Net income (loss) | | | (4,564 | ) | | | — | | | | — | | | | (4,564 | ) |
Allocation of syndication costs | | | (174 | ) | | | 174 | | | | — | | | | — | |
Withdrawals | | | (1,366 | ) | | | — | | | | — | | | | (1,366 | ) |
Early withdrawal penalties | | | — | | | | — | | | | — | | | | — | |
| | | | | | | | | | | | | | | | |
Balance, June 30, 2011 | | $ | 232,477 | | | $ | (842 | ) | | $ | (8,790 | ) | | $ | 222,845 | |
| | General Partners | | | | |
| | Capital/ | | | | Total | | | | |
| | (Deficit) | | | | General | | | | | Limited Partners | |
| | Account | | Unallocated | | Partners’ | | Total | | | Capital | | | | | | Total | |
| | General | | Syndication | | Capital/ | | Partners’ | | | Account | | Unallocated | | Formation | | Limited | |
| | Partners | | Costs | | (Deficit) | | Capital | | | Limited | | Syndication | | Loan, | | Partners’ | |
| | | | | | | | | | | Partners | | Costs | | Gross | | Capital | |
Balance, December 31, 2010 | | $ | (724 | ) | | $ | (10 | ) | | $ | (734 | ) | | $ | 227,459 | | | $ | 238,581 | | $ | (1,016 | ) | | $ | (9,372 | ) | | $ | 228,193 | |
Formation loan payments received | | — | | — | | | — | | 582 | | | — | | — | | 872 | | 872 | |
Net income (loss) | | (46 | ) | | — | | | (46 | ) | | (4,610 | ) | | (7,618 | ) | | — | | — | | (7,618 | ) |
Allocation of syndication costs | | (2 | ) | | 2 | | — | | | — | | | (262 | ) | | 262 | | — | | — | |
Withdrawals | | — | | — | | — | | (1,366 | ) | | (2,006 | ) | | — | | — | | (2,006 | ) |
Early withdrawal penalties | | | — | | | — | | | — | | | — | | | | — | | | — | | | — | | | — | |
| | | | | | | | | | | | | | | | | | |
Balance, June 30, 2011 | | $ | (772 | ) | | $ | (8 | ) | | $ | (780 | ) | | $ | 222,065 | | |
Balance, September 30, 2011 | | | $ | 228,695 | | $ | (754 | ) | | $ | (8,500 | ) | | $ | 219,441 | |
| | General Partners | | | | |
| | Capital/ | | | | | | Total | | | | |
| | (Deficit) | | | | | | General | | | | |
| | Account | | | Unallocated | | | Partners’ | | | Total | |
| | General | | | Syndication | | | Capital/ | | | Partners’ | |
| | Partners | | | Costs | | | (Deficit) | | | Capital | |
| | | | | | | | | | | | | | | | |
Balance, December 31, 2010 | | $ | (724 | ) | | $ | (10 | ) | | $ | (734 | ) | | $ | 227,459 | |
Formation loan payments received | | | — | | | | — | | | | — | | | | 872 | |
Net income (loss) | | | (77 | ) | | | — | | | | (77 | ) | | | (7,695 | ) |
Allocation of syndication costs | | | (2 | ) | | | 2 | | | | — | | | | — | |
Withdrawals | | | — | | | | — | | | | — | | | | (2,006) | |
Early withdrawal penalties | | | — | | | | — | | | | — | | | | — | |
| | | | | | | | | | | | | | | | |
Balance, September 30, 2011 | | $ | (803 | ) | | $ | (8 | ) | | $ | (811 | ) | | $ | 218,630 | |
The accompanying notes are an integral part of these consolidated financial statements.
REDWOOD MORTGAGE INVESTORS VIII
(A California Limited Partnership)
Consolidated Statements of Cash Flows
For the SixNine Months Ended JuneSeptember 30, 2011 and 2010
(in thousands) (unaudited)
| | 2011 | | 2010 | | | 2011 | | 2010 | |
Cash flows from operating activities | | | | | | | | | | |
Net income (loss) | | $ | (4,610 | ) | | $ | (13,070 | ) | | $ | (7,695 | ) | | $ | (38,477 | ) |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities | | | | | | |
Adjustments to reconcile net income (loss) to | | | | | | |
net cash provided by (used in) operating activities | | | | | | |
Amortization of borrowings-related origination costs | | 552 | | 86 | | | 685 | | 223 | |
Imputed interest on formation loan | | (204 | ) | | (289 | ) | | (301 | ) | | (424 | ) |
Amortization of discount on formation loan | | 204 | | 289 | | | 301 | | 424 | |
Provision/(recovery) for loan losses | | (1,262 | ) | | 12,302 | | | (279 | ) | | 37,279 | |
Depreciation from rental operations | | 831 | | 615 | | | 1,311 | | 999 | |
REO-loss on disposal | | 54 | | — | | |
REO-impairment loss | | 1,593 | | 89 | | |
REO-loss/(gain) on disposal | | | (28 | ) | | 575 | |
REO-impairment loss/(gain) | | | 1,652 | | (49 | ) |
Change in operating assets and liabilities | | | | | | | | | | |
Accrued interest | | 54 | | (1,261 | ) | | 183 | | (1,314 | ) |
Advances on loans | | (1,502 | ) | | (733 | ) | | (1,639 | ) | | (1,955 | ) |
Receivable from affiliate | | 18 | | (133 | ) | | (313 | ) | | (11 | ) |
Other assets | | (620 | ) | | (556 | ) | | (748 | ) | | (1,435 | ) |
Accounts payable | | (926 | ) | | (152 | ) | | (1,239 | ) | | 179 | |
Deferred revenue | | (109 | ) | | — | | |
Payable to affiliate | | | 831 | | | (938 | ) | | | 43 | | | (1,225 | ) |
Net cash provided by (used in) operating activities | | | (5,096 | ) | | | (3,751 | ) | | | (8,067 | ) | | | (5,211 | ) |
| | | | | | | | | | |
Cash flows from investing activities | | | | | | | | | | |
Loans originated | | (60 | ) | | (943 | ) | | (85 | ) | | (4,705 | ) |
Principal collected on loans | | 9,052 | | �� | | 18,026 | | | 12,727 | | 20,689 | |
Refund/(payments) for development of real estate | | (114 | ) | | (4,822 | ) | | (219 | ) | | (6,354 | ) |
Cash acquired through foreclosure sales | | | 810 | | — | |
Proceeds from disposition of real estate | | | 26,857 | | | 5,385 | | | | 29,477 | | | 5,436 | |
Net cash provided by (used in) investing activities | | | 35,735 | | | 17,646 | | | | 42,710 | | | 15,066 | |
| | | | | | | | | | |
Cash flows from financing activities | | | | | | | | | | |
Payments on bank loan | | (15,000 | ) | | (25,500 | ) | | (23,250 | ) | | (29,415 | ) |
Mortgages taken | | — | | 19,600 | | | — | | 19,600 | |
Payments on mortgages | | (13,070 | ) | | (1,452 | ) | | (13,272 | ) | | (1,646 | ) |
Partners’ withdrawals | | (1,366 | ) | | (1,952 | ) | | (2,006 | ) | | (2,946 | ) |
Formation loan payments received | | 582 | | 971 | | | 872 | | 1,450 | |
Increase/(decrease) in non-controlling interest | | | (537 | ) | | | 340 | | | | (549 | ) | | | 340 | |
Net cash provided by (used in) financing activities | | | (29,391 | ) | | | (7,993 | ) | | | (38,205 | ) | | | (12,617 | ) |
| | | | | | | | | | |
Net increase (decrease) in cash and cash equivalents | | 1,248 | | 5,902 | | | (3,562 | ) | | (2,762 | ) |
| | | | | | | | | | |
Cash and cash equivalents, beginning of year | | | 7,054 | | | 11,161 | | | | 7,054 | | | 11,161 | |
| | | | | | | | | | |
Cash and cash equivalents, end of period | | $ | 8,302 | | $ | 17,063 | | | $ | 3,492 | | $ | 8,399 | |
The accompanying notes are an integral part of these consolidated financial statements.
REDWOOD MORTGAGE INVESTORS VIII
(A California Limited Partnership)
Consolidated Statements of Cash Flows
For the SixNine Months Ended JuneSeptember 30, 2011 and 2010
(in thousands) (unaudited)
| | 2011 | | 2010 | | | 2011 | | 2010 | |
Supplemental disclosures of cash flow information | | | | | | | | | | | | |
Non-cash investing activities | | | | | | | | | | | | |
Real estate acquired through foreclosure/settlement on loans, net of liabilities assumed | | $ | 8,812 | | $ | 34,872 | | |
Real estate acquired through foreclosure/settlement on loans, | | | | | | |
net of liabilities assumed | | | $ | 57,054 | | $ | 19,074 | |
| | | | | | | | | | | | |
Cash paid for interest | | $ | 2,685 | | $ | 2,055 | | | $ | 3,561 | | $ | 3,386 | |
The accompanying notes are an integral part of these consolidated financial statements.
REDWOOD MORTGAGE INVESTORS VIII
(A California Limited Partnership)
Notes to Consolidated Financial Statements
JuneSeptember 30, 2011 (unaudited)
NOTE 1 – GENERAL
In the opinion of the management of the partnership,general partners, the accompanying unaudited consolidated financial statements contain all adjustments, consisting of normal, recurring adjustments, necessary to present fairly the consolidated financial information included therein. These consolidated financial statements should be read in conjunction with the audited consolidated financial statements included in the partnership’s Form 10-K for the fiscal year ended December 31, 2010 filed with the Securities and Exchange Commission. The results of operations for the sixnine month period ended JuneSeptember 30, 2011 are not necessarily indicative of the operating results to be expected for the full year.
Redwood Mortgage Investors VIII, a California Limited Partnership, (“RMI VIII” or the “partnership”) was organized in 1993. The general partners of the partnership are Redwood Mortgage Corp. (“RMC”) and its wholly-owned subsidiary, Gymno LLC, a California limited liability company formerly known as Gymno Corporation which was converted from a California corporation to a limited liability company at the close of business on September 30, 2011 (“Gymno”) and Michael R. Burwell (“Burwell”), an individual,individual. Prior to Gymno’s conversion to a limited liability company, The Redwood Group, Ltd., a California corporation and parent corporation owning all of the outstanding shares of RMC (“Redwood Group”), acquired all of the outstanding shares of Gymno Corporation (“Gymno”) andin exchange for shares of its common stock. Redwood Mortgage Corp. (“RMC”), both California corporations that areGroup was then merged into its wholly-owned subsidiary RMC which resulted in Gymno Corporation becoming a wholly-owned subsidiary of RMC before Gymno Corporation was converted into Gymno LLC. RMC is owned and controlled directly or indirectly, by Michael R. Burwell through his individual stock ownership and as trustee of certain family trusts. 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 RMC. The general partners are solely responsible for partnership business, subject to the voting rights of the limited partners on specified matters. Any one of the general partners acting alone has the power and authority to act for and bind the partnership. The general partners are required to contribute to capital 1/10 of 1% of the aggregate capital contributions of the limited partners. As of JuneSeptember 30, 2011 the general partners had contributed capital in accordance with Section 4.1 of the partnership agreement.
The rights, duties and powers of the general and limited partners of the partnership are governed by the limited partnership agreement and Sections 15900 et seq. of the California Corporations Code.
The partnership completed its sixth offering stage in 2008. No additional offerings are contemplated at this time. Sales commissions owed to securities broker/dealers in conjunction with the offerings, are not paid directly out of the offering proceeds by the partnership. These commissions are paid by RMC as consideration for the exclusive right to originate loans for RMI VIII. To fund the payment of these commissions, during the offering periods, the partnership lent amounts to RMC to pay all sales commissions and amounts payable in connection with unsolicited orders to invest.
On loans originated for RMI VIII, RMC may collect loan brokerage commissions (points) limited to an amount not to exceed four percent per year of the total partnership assets. The loan brokerage commissions are paid by the borrowers and thus, are not an expense of the partnership.
Profits and losses are allocated among the limited partners according to their respective capital accounts monthly after one percent of profits and losses is allocated to the general partners. The monthly results are subject to subsequent adjustment as a result of quarterly and year-end accounting and reporting. Income taxes – federal and state – are the obligation of the limited partners, if and when taxes apply, other than for the annual California franchise taxes levied on and paid by the partnership.
Burwell, Gymno, and RMC, as the general partners, are entitled to one percent of the profits and losses of RMI VIII. Beginning with calendar year 2010, and continuing until January 1, 2020, Gymno and RMC each assigned its right to one-third of one percent of profits and losses to Burwell in exchange for Burwell assuming one hundred percent of the general partners’ equity deficit.
REDWOOD MORTGAGE INVESTORS VIII
(A California Limited Partnership)
Notes to Consolidated Financial Statements
September 30, 2011 (unaudited)
NOTE 1 – GENERAL (continued)
Beginning with the worldwide financial crisis in 2008, continuing with the Great Recession, and on-going intothrough 2011, the combination of the general economic conditions, the constrained credit and financial markets, the distressed real estate markets, and the terms and the conditions of the amended and restated loan agreement dated October 2010 (and the preceding forbearance agreement) resulted in significant changes to the lending and business operations of the partnership, as well as to its balance sheet, results of operations and cash flows.
REDWOOD MORTGAGE INVESTORS VIII
(A California Limited Partnership)
Notes to Consolidated Financial Statements
June 30, 2011 (unaudited)
NOTE 1 – GENERAL (continued)
Formation loan
RMC financed the payments to broker-dealers by borrowing funds (“the formation loan”) from RMI VIII. The formation loan is non-interest bearing and is being repaid equally over an approximate ten-year period commencing the year after the close of a partnership offering. Interest has been imputed at the market rate of interest in effect in the years the offerings closed.
If the general partners are removed and RMC is no longer receiving payments for services rendered, the formation loan is forgiven.
The formation loan is deducted from limited partners’ capital in the consolidated balance sheets. As payments are received from RMC, the formation loan’s balance outstanding and the deduction from capital isare reduced.
Commission and fees paid by borrowers to the general partners
Brokerage commissions, loan originations – the partnership agreement provides for RMC to collect a loan brokerage commission for fees in connection with the review, selection, evaluation, negotiation and extension of loans, that is expected to range from approximately 2% to 5% of the principal amount of each loan made during the year. Total loan brokerage commissions are limited to an amount not to exceed four percent of the total company assets per year. The loan brokerage commissions are paid by the borrowers and thus, are not an expense of the partnership.
Other fees – the partnership agreement provides for RMC or Gymno to receive fees for processing, notary, document preparation, credit investigation, reconveyance, and other mortgage related fees. The amounts received are customary for comparable services in the geographical area where the property securing the loan is located, payable solely by the borrower and not by the company.partnership.
Syndication costs
The partnership bears its own syndication costs, other than certain sales commissions, including legal and accounting expenses, printing costs, selling expenses and filing fees. Syndication costs are charged against partners’ capital and are allocated to individual partners consistent with the partnership agreement.
Withdrawals
In March 2009, in response to economic conditions, the dysfunction of the credit markets, the distress in the real estate markets, and the expected cash needs of the partnership, the partnership suspended capital liquidations, and is not accepting new liquidation requests until further notice.
Term of the partnership
The partnership is scheduled to terminate in 2032, unless sooner terminated as provided in the partnership agreement.
REDWOOD MORTGAGE INVESTORS VIII
(A California Limited Partnership)
Notes to Consolidated Financial Statements
JuneSeptember 30, 2011 (unaudited)
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Term of the partnership
The partnership is scheduled to terminate in 2032, unless sooner terminated as provided in the partnership agreement.
Basis of presentation
The partnership’s consolidated financial statements include the accounts of its 100%-owned subsidiaries, Altura, LLC, Appian Property Company, LLC, Borrette Property Company, LLC, Broadway Property Company LLC, Diablo Villa Property Company, LLC, Diamond Heights Winery, LLC, The Element, LLC, Elk Grove Property Company, LLC, Fremont Investment Property Company, LLC, Grand Villa Glendale, LLC, Howard Street Property Investors LLC, Lincoln Village LLC, Lombard Property Company, LLC, Pine Acres LLC, Richmond Eddy Property Management, LLC, Second Street Midtown Property Company, LLC, SF Dore LLC, SF Stagehouse Property Company, LLC, Winchester Property Company LLC, and the partnership’s 72.5%-owned subsidiary, Larkin Property Company, LLC. All significant intercompany transactions and balances have been eliminated in consolidation.
Reclassifications
Certain reclassifications, not affecting previously reported net income or total partner capital, have been made to the previously issued consolidated financial statements to conform to the current year presentation.
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, (which itself requires determining the fair value of the collateral), and the valuation of real estate held for sale and held as investment, at acquisition and subsequently. Actual results could differ significantly from these estimates.
Collateral fair values are reviewed quarterly and the protective equity for each loan is computed. As used herein, “protective equity” is the arithmetic difference between the fair value of the collateral, net of any senior liens, and the loan balance, where “loan balance” is the sum of the unpaid principal, advances and the recorded interest thereon. This computation is done for each loan (whether impaired or performing), and while loans secured by collateral of similar property type are grouped, there is enough distinction and variation in the collateral that a loan-by-loan, collateral-by-collateral analysis is appropriate.
The fair value of the collateral is determined by exercise of judgment based on management’s experience informed by appraisals (by licensed appraisers), brokers’ opinion of values, and publicly available information on in-market transactions. Historically, it has been rare for determinations of fair value to be made without substantial reference to current market transactions. However, in recent years, due to the low levels of real estate transactions, and the rising number of transactions that are distressed (i.e., that are executed by an unwilling seller – often compelled by lenders or other claimants – and/or executed without broad exposure or with market exposure but with few, if any, resulting offers), more interpretation, judgment and interpolation/extrapolation within and across property types is required.
REDWOOD MORTGAGE INVESTORS VIII
(A California Limited Partnership)
Notes to Consolidated Financial Statements
JuneSeptember 30, 2011 (unaudited)
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Management estimates (continued)
Appraisals of commercial real property generally present three approaches to estimating value: 1) market comparables or sales approach; 2) cost to replace and 3) capitalized cash flows or investment approach. These approaches may or may not result in a common, single value. The market-comparables approach may yield several different values depending on certain basic assumptions, such as, determining highest and best use (which may or may not be the current use); determining the condition (e.g. as-is, when-completed, or for land when-entitled); and determining the unit of value (e.g. as a series of individual unit sales or as a bulk disposition). Further complicating this process already subject to judgment, uncertainty and imprecision are the current low transaction volumes in the residential, commercial and land markets, and the variability that has resulted. This exacerbates the imprecision in the process, and requires additional considerations and inquiries as to whether the transaction was entered into by a willing seller in a functioning market or the transaction was completed in a distressed market, in which the predominant number of sellers are surrendering properties to lenders in partial settlement of debt (as is currently prevalent in the residential markets and is occurring more frequently in commercial markets) and/or participating in “arranged sales” to achieve partial settlement of debts and claims and to generate tax advantage. Either way, the present market is at historically low transaction volumes with neither potential buyers nor sellers willing to transact. In certain asset classes the time elapsed between transactions – other than foreclosures – was 12 or more months.
The uncertainty in the process is exacerbated by the tendency in distressed market for lesser-quality properties to transact while upper echelon properties remain off the market – or come on and off the market – because these owners often believe in the intrinsic value of their properties (and the recoverability of that value) and are unwilling to accept non-economic offers from opportunistic – often all cash – acquirers taking advantage of distressed markets. This accounts for the ever lower transaction volumes for higher quality properties which exacerbate the perception of a broadly declining market in which each succeeding transaction establishes a new low.
Management has the requisite familiarity with the markets the partnership lends in generally and of the collateral properties specifically to analyze sales-comparables and assess their suitability/applicability. Management is acquainted with market participants – investors, developers, brokers, lenders – that are useful, relevant secondary sources of data and information regarding valuation and valuation variability. These secondary sources may have familiarity with and perspectives on pending transactions, successful strategies to optimize value, and the history and details of specific properties - on and off the market – that enhance the process and analysis that is particularly and principally germane to establishing value in distressed markets and/or property types (such as land held for development and for units in a condominium conversion). Multiple inputs from different sources often collectively provide the best evidence of fair value. In these cases expected cash flows would be considered alongside other relevant information. Management’s analysis of these secondary sources, as well as the analysis of comparable sales, assists management in preparing its estimates regarding valuations, such as collateral fair value. However, such estimates are inherently imprecise and actual results could differ significantly from such estimates.
REDWOOD MORTGAGE INVESTORS VIII
(A California Limited Partnership)
Notes to Consolidated Financial Statements
June 30, 2011 (unaudited)
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Cash and cash equivalents
The partnership considers all highly liquid financial instruments with maturities of three months or less at the time of purchase to be cash equivalents. Periodically, partnership cash balances in banks exceed federally insured limits.
REDWOOD MORTGAGE INVESTORS VIII
(A California Limited Partnership)
Notes to Consolidated Financial Statements
September 30, 2011 (unaudited)
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Loans, advances and interest income
Loans generally are stated at the unpaid principal balance (principal). Management has discretion to pay amounts (advances) to third parties on behalf of borrowers to protect the partnership’s interest in the loan. Advances include, but are not limited to, the payment of interest and principal on a senior lien to prevent foreclosure by the senior lien holder, property taxes, insurance premiums, and attorney fees. Advances generally are stated at the principal balance and accrue interest until repaid by the borrower.
The partnership may fund a specific loan origination net of an interest reserve to insure timely interest payments at the inception (one to two years) of the loan. As monthly interest payments become due, the partnership funds the payments into the affiliated trust account.
If based upon current information and events, it is probable the partnership will be unable to collect all amounts due according to the contractual terms of the loan agreement;agreement, then a loan may be designated as impaired. Impaired loans are included in management’s periodic analysis of recoverability. Any subsequent payments on impaired loans are applied to late fees and then to reduce first the accrued interest, then advances, and then unpaid principal.
TheFrom time to time, the partnership may on occasion negotiatenegotiates and enterenters into contractual workout agreementsloan modifications with borrowers whose loans are past maturity or who are delinquentdelinquent. If the loan modification results in making payments which can delay and/or altera significant reduction in the loan’s cash flow compared to the original note, the modification is deemed a troubled debt restructuring and delinquency status.a loss is recognized. In the normal course of the partnership’s operations, loans that mature are renewed and/or the maturity is extended. If at the time of renewal the loan is not designated as impaired and the renewal is at terms reflecting then current market rates and conditions, the loan is not designated impaired.
Interest is accrued daily based on the unpaid principal balance of the loans. An impaired loan continues to accrue as long as the loan is in the process of collection and is considered to be well-secured. Loans are placed on non-accrual status at the earlier of management’s determination that the primary source of repayment will come from the foreclosure and subsequent sale of the collateral securing the loan (which usually occurs when a notice of sale is filed) or when the loan is no longer considered well-secured. When a loan is placed on non-accrual status, the accrual of interest is discontinued; however, previously recorded interest is not reversed. A loan may return to accrual status when all delinquent interest and principal payments become current in accordance with the terms of the loan agreement.
REDWOOD MORTGAGE INVESTORS VIII
(A California Limited Partnership)
Notes to Consolidated Financial Statements
June 30, 2011 (unaudited)
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Allowance for loan losses
Loans and the related accrued interest and advances are analyzed on a periodic basis for ultimate recoverability. Delinquencies are identified and followed as part of the loan system. Delinquencies are determined based upon contractual terms. For impaired loans, 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, such that the net carrying amount (unpaid principal balance, plus advances, plus accrued interest less the specific allowance) is reduced to the present value of future cash flows discounted at the loan’s effective interest rate, or, if a loan is collateral dependent, to the estimated fair value of the related collateral net of any senior loans, which would include costs to sell in arriving at net realizable value if planned disposition of the asset securing a loan is by way of sale.
The fair value estimates are derived from information available in the real estate markets including similar property, and may require the experience and judgment of third parties such as commercial real estate appraisers and brokers.
The partnership charges off uncollectible loans and related receivables directly to the allowance account once it is determined the full amount is not collectible.
REDWOOD MORTGAGE INVESTORS VIII
(A California Limited Partnership)
Notes to Consolidated Financial Statements
September 30, 2011 (unaudited)
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Allowance for loan losses (continued)
Loans determined not to be individually impaired are grouped by the property type of the underlying collateral, and for each loan and for the total by property type, the amount of protective equity or amount of exposure to loss (i.e., the dollar amount of the deficiency of the fair value of the underlying collateral to the loan balance) is computed. Based on its knowledge of the borrowers and their historical (and expected) performance, and the exposure to loss as indicated in the analysis, management estimates an appropriate reserve by property type for probable credit losses in the portfolio. Because the partnership is an asset-based lender and because specific regions, neighborhoods and even properties within the same neighborhoods, vary significantly as to real estate values and transaction activity, general market trends, which may be indicative of a change in the risk of a loss, are secondary to the condition of the property, the property type and the neighborhood/region in which the property is located, and do not enter substantially into the determination of the amount of the non-specific (i.e. general) reserves.
REDWOOD MORTGAGE INVESTORS VIII
(A California Limited Partnership)
Notes to Consolidated Financial Statements
June 30, 2011 (unaudited)
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Real estate owned (REO), held for sale
REO, held for sale includes real estate acquired in full or partial settlement of loan obligations generally through foreclosure that is being marketed for sale. REO, held for sale is recorded at acquisition at the lower of the recorded investment in the loan, plus any senior indebtedness, or at the property’s net realizable value, which is the fair value less estimated costs to sell, as applicable. Any excess of the recorded investment in the loan over the net realizable value is charged against the allowance for loan losses. The fair value estimates are derived from information available in the real estate markets including similar property, and often require the experience and judgment of third parties such as commercial real estate appraisers and brokers. The estimates figure materially in calculating the value of the property at acquisition, the level of charge to the allowance for loan losses and any subsequent valuation reserves. After acquisition, costs incurred relating to the development and improvement of property are capitalized to the extent they do not cause the recorded value to exceed the net realizable value, whereas costs relating to holding and disposition of the property are expensed as incurred. After acquisition, REO, held for sale is analyzed periodically for changes in fair values and any subsequent write down is charged to operating expenses. Any recovery in the fair value subsequent to such a write down is recorded – not to exceed the net realizable value at acquisition – as an offset to operating expenses. Gains or losses on sale of the property are recorded in other income or expense. Recognition of gains on the sale of real estate is dependent upon the transaction meeting certain criteria related to the nature of the property and the terms of the sale including potential seller financing.
Real estate owned (REO), held as investment, net
REO, held as investment, net includes real estate acquired in full or partial settlement of loan obligations generally through foreclosure that is not being marketed for sale and is either being operated, such as rental properties; is being managed through the development process, including obtaining appropriate and necessary entitlements, permits and construction; or are idle properties awaiting more favorable market conditions. REO, held as investment, net is recorded at acquisition 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, as applicable.net, plus any cash flows during the expected holding period. After acquisition, costs incurred relating to the development and improvement of the property are capitalized, whereas costs relating to operating or holding the property are expensed. Subsequent to acquisition, management 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.
REDWOOD MORTGAGE INVESTORS VIII
(A California Limited Partnership)
Notes to Consolidated Financial Statements
September 30, 2011 (unaudited)
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Recently issued accounting pronouncements
The FASB has issued ASU 2011-02 (April 2011), “A Creditor’s Determination of Whether Restructuring is a Troubled Debt Restructuring,” providing guidance to lenders for evaluating where a modification or restructuring of a loan as a Troubled Debt Restructuring (TDR). ASU 2011-02 provides expanded guidance on whether: 1) the lender has granted a “concession” and 2) whether the borrower is experiencing “financial difficulties.” The ASU is effective for the first interim or annual period beginning after June 15, 2011 (i.e. the third quarter of 2011) and is required to be applied retroactively for all modifications and restructuring activities in 2011. The partnership adopted ASU 2011-02 effective January 1, 2011.
The FASB issued ASU 2011-04 “Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRs”. The ASU is effective for interim and annual periods beginning after December 15, 2011 with prospective application. The companypartnership is evaluating the effect of the ASU.
REDWOOD MORTGAGE INVESTORS VIII
(A California Limited Partnership)
Notes to Consolidated Financial Statements
June 30, 2011 (unaudited)
NOTE 3 – GENERAL PARTNERS AND RELATED PARTIES
The general partners are entitled to one percent of the profits and losses, which amounted to $(36,000)approximately $(31,000) and $(133,000)$(254,000) for the three months ended and $(46,000)$(77,000) and $(131,000)$(385,000) for the sixnine months ended JuneSeptember 30, 2011 and 2010, respectively.
Formation loan
Formation loan transactions are presented in the following table at JuneSeptember 30, 2011 ($ in thousands).
Formation loan made | | $ | 22,567 | | | $ | 22,567 | |
Unamortized discount on imputed interest | | | (1,205 | ) | |
Unamortized discount on formation loan | | | | (1,458 | ) |
Formation loan made, net | | 21,362 | | | 21,109 | |
Repayments to date | | (13,134 | ) | | (13,424 | ) |
Early withdrawal penalties applied | | | (643 | ) | | | (643 | ) |
Formation loan, net | | 7,585 | | | 7,042 | |
Unamortized discount on imputed interest | | | 1,205 | | |
Balance, June 30, 2011 | | $ | 8,790 | | |
Unamortized discount on formation loan | | | | 1,458 | |
Balance, September 30, 2011 | | | $ | 8,500 | |
An estimated amount of imputed interest is recorded for any outstanding offerings. During the three months ended JuneSeptember 30, 2011 and 2010, $79,000,$97,000, and $142,000,$135,000, respectively, was recorded related to amortization of the discount on imputed interest, and for the sixnine months ended JuneSeptember 30, 2011 and 2010, $204,000,$301,000, and $289,000,$424,000, respectively, was recorded.
The following commissions andand/or fees are paid by the borrowers to the general partners.partners and their affiliates and are not an expense of the partnership.
Brokerage commissions, loan originations
There were no loan brokerage commissions paid by the borrowers in the three and sixnine months ended JuneSeptember 30, 2011 and 2010.
REDWOOD MORTGAGE INVESTORS VIII
(A California Limited Partnership)
Notes to Consolidated Financial Statements
September 30, 2011 (unaudited)
NOTE 3 – GENERAL PARTNERS AND RELATED PARTIES (continued)
Other fees
Other fees totaled $755$1,155 and $3,080$1,064 for the three month periods ended JuneSeptember 30, 2011 and 2010, respectively, and $1,205$2,360 and $4,310$5,374 for the sixnine month periods ended JuneSeptember 30, 2011 and 2010, respectively.
The following fees are paid by the partnership to RMC.
Mortgage servicing fees
RMC may earn mortgage servicing fees of up to 1.5% annually of the unpaid principal of the loan portfolio or such lesser amount as is reasonable and customary in the geographic area where the property securing the mortgage is located from RMI VIII. Historically, RMC charged one percent annually, and at times waived additional amounts to improve the partnership’s earnings. Such fee waivers were not made for the purpose of providing the partnership with sufficient funds to satisfy withdrawal requests, nor were such waivers made in order to meet any required level of distributions, as the partnership has no such required level of distributions. RMC does not use any specific criteria in determining the amount of fees, if any, to be waived. The decision to waive fees and the amount, if any, to be waived, is made by RMC in its sole discretion.
REDWOOD MORTGAGE INVESTORS VIII
(A California Limited Partnership)
Notes to Consolidated Financial Statements
June 30, 2011 (unaudited)
NOTE 3 – GENERAL PARTNERS AND RELATED PARTIES (continued)
Mortgage servicing fees (continued)
Mortgage servicing fees are summarized in the following table for the three and sixnine months ended JuneSeptember 30 ($ in thousands).
| | Three months ended June 30, | | | Six months ended June 30, | | Three months ended September 30, | | Nine months ended September 30, | |
| | 2011 | | | 2010 | | | 2011 | | | 2010 | | 2011 | | 2010 | | 2011 | | 2010 | |
Chargeable by RMC | | $ | 1,636 | | | $ | 517 | | | $ | 1,909 | | | $ | 1,392 | | $ | 1,648 | | $ | 560 | | $ | 3,557 | | $ | 1,952 | |
Waived by RMC | | | (545 | ) | | | (214 | ) | | | (636 | ) | | | (506 | ) | | (550 | ) | | | (187 | ) | | | (1,186 | ) | | | (693 | ) |
Charged | | $ | 1,091 | | | $ | 303 | | | $ | 1,273 | | | $ | 886 | | |
Charged to RMI VIII | | $ | 1,098 | | $ | 373 | | $ | 2,371 | | $ | 1,259 | |
Asset management fees
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). At times, the general partners have charged less than the maximum allowable rate to enhance the partnership’s earnings. Such fee waivers were not made with the purpose of providing the partnership with sufficient funds to satisfy withdrawal requests, nor to meet any required level of distributions, as the partnership has no such required level of distributions. RMC does not use any specific criteria in determining the exact amount of fees, if any, to be waived. The decision to waive fees and the amount, if any, to be waived, is made by RMC in its sole discretion.
Asset management fees for the three months ended JuneSeptember 30, 2011 and 2010 were $240,000$225,000 and $306,000,$301,000, respectively, and for the sixnine months ended JuneSeptember 30, 2011 and 2010, were $487,000$712,000 and $610,000,$911,000, respectively. No asset management fees were waived during any period reported.
REDWOOD MORTGAGE INVESTORS VIII
(A California Limited Partnership)
Notes to Consolidated Financial Statements
September 30, 2011 (unaudited)
NOTE 3 – GENERAL PARTNERS AND RELATED PARTIES (continued)
Costs from RMC
RMC an affiliate of the general partners, is reimbursed by the partnership for operating expenses incurred on behalf of the partnership, including without limitation, accounting and audit fees, legal fees and expenses, postage and preparation of reports to limited partners, and out-of-pocket general and administration expenses. The decision to request reimbursement of any qualifying charges is made by RMC in its sole discretion. Operating expenses were $456,000$305,000 and $112,000,$111,000, for the three months ended JuneSeptember 30, 2011 and 2010, respectively, and $566,000$871,000 and $224,000,$335,000, for the sixnine months ended JuneSeptember 30, 2011 and 2010, respectively. To the extent some operating expenses incurred on behalf of RMI VIII were not charged by RMC, the financial position and results of operations for the partnership would be different.
NOTE 4 – LOANS
The partnership generally funds loans with a fixed interest rate and a five-year term. As of JuneSeptember 30, 2011, approximately 70%67% of the partnership’s loans (representing 86%74% of the aggregate principal balance of the partnership’s loan portfolio) have a five year term or less from loan inception. The remaining loans have terms longer than five years. As of JuneSeptember 30, 2011, approximately 34%33% of the loans outstanding (representing 63%79% of the aggregate principal balance of the partnership’s loan portfolio) provide for monthly payments of interest only, with the principal due in full at maturity. The remaining loans require monthly payments of principal and interest, typically calculated on a 30 year amortization, with the remaining principal balance due at maturity.
REDWOOD MORTGAGE INVESTORS VIII
(A California Limited Partnership)
Notes to Consolidated Financial Statements
June 30, 2011 (unaudited)
NOTE 4 – LOANS (continued)
Secured loans unpaid principal balance (principal)
Secured loan transactions are summarized in the following table ($ in thousands).
| | Six months ended June 30, | | | Nine months ended September 30, | |
| | 2011 | | 2010 | | | 2011 | | 2010 | |
Principal, beginning of year | | $ | 202,134 | | $ | 268,445 | | |
Principal, January 1 | | | $ | 202,134 | | $ | 268,445 | |
New loans added | | 60 | | 943 | | | 85 | | 1,055 | |
Purchased loans, net | | | — | | 3,650 | |
Borrower repayments | | (8,997 | ) | | (18,026 | ) | | (12,569 | ) | | (20,689 | ) |
Foreclosures | | | (15,490 | ) | | | (11,309 | ) | | (92,420 | ) | | (17,431 | ) |
Principal, end of period | | $ | 177,707 | | $ | 240,053 | | |
Principal, September 30 | | | $ | 97,230 | | $ | 235,030 | |
REDWOOD MORTGAGE INVESTORS VIII
(A California Limited Partnership)
Notes to Consolidated Financial Statements
September 30, 2011 (unaudited)
NOTE 4 – LOANS (continued)
Loan characteristics
Secured loans had the characteristics presented in the following table ($ in thousands).
| | June 30, | | | December 31, | |
| | 2011 | | | 2010 | |
Number of secured loans | | | 64 | | | | 79 | |
Secured loans – principal | | $ | 177,707 | | | $ | 202,134 | |
Secured loans – interest rates range (fixed) | | | 4.75-12.00 | % | | | 2.75-12.00 | % |
| | | | | | | | |
Average secured loan – principal | | $ | 2,777 | | | $ | 2,559 | |
Average principal as percent of total principal | | | 1.56 | % | | | 1.27 | % |
Average principal as percent of partners’ capital | | | 1.25 | % | | | 1.12 | % |
Average principal as percent of total assets | | | 0.94 | % | | | 0.79 | % |
| | | | | | | | |
Largest secured loan – principal | | $ | 37,923 | | | $ | 37,923 | |
Largest principal as percent of total principal | | | 21.34 | % | | | 18.76 | % |
Largest principal as percent of partners’ capital | | | 17.08 | % | | | 16.67 | % |
Largest principal as percent of total assets | | | 12.80 | % | | | 11.78 | % |
| | | | | | | | |
Smallest secured loan – principal | | $ | 79 | | | $ | 79 | |
Smallest principal as percent of total principal | | | 0.04 | % | | | 0.04 | % |
Smallest principal as percent of partners’ capital | | | 0.04 | % | | | 0.03 | % |
Smallest principal as percent of total assets | | | 0.03 | % | | | 0.02 | % |
| | | | | | | | |
Number of counties where security is located (all California) | | | 24 | | | | 27 | |
Largest percentage of principal in one county | | | 30.25 | % | | | 28.80 | % |
| | | | | | | | |
Number of secured loans in foreclosure status | | | 16 | | | | 13 | |
Secured loans in foreclosure – principal | | $ | 116,008 | | | $ | 55,146 | |
| | | | | | | | |
Number of secured loans with an interest reserve | | | — | | | | — | |
Interest reserves | | $ | — | | | $ | — | |
REDWOOD MORTGAGE INVESTORS VIII
(A California Limited Partnership)
Notes to Consolidated Financial Statements
June 30, 2011 (unaudited)
| | September 30, | | | December 31, | |
| | 2011 | | | 2010 | |
Number of secured loans | | | 54 | | | | 79 | |
Secured loans – principal | | $ | 97,230 | | | $ | 202,134 | |
Secured loans – interest rates range (fixed) | | | 4.75-12.00 | % | | | 2.75-12.00 | % |
| | | | | | | | |
Average secured loan – principal | | $ | 1,801 | | | $ | 2,559 | |
Average principal as percent of total principal | | | 1.85 | % | | | 1.27 | % |
Average principal as percent of partners’ capital | | | 0.82 | % | | | 1.12 | % |
Average principal as percent of total assets | | | 0.60 | % | | | 0.79 | % |
| | | | | | | | |
Largest secured loan – principal | | $ | 16,645 | | | $ | 37,923 | |
Largest principal as percent of total principal | | | 17.12 | % | | | 18.76 | % |
Largest principal as percent of partners’ capital | | | 7.61 | % | | | 16.67 | % |
Largest principal as percent of total assets | | | 5.50 | % | | | 11.78 | % |
| | | | | | | | |
Smallest secured loan – principal | | $ | 79 | | | $ | 79 | |
Smallest principal as percent of total principal | | | 0.08 | % | | | 0.04 | % |
Smallest principal as percent of partners’ capital | | | 0.04 | % | | | 0.03 | % |
Smallest principal as percent of total assets | | | 0.03 | % | | | 0.02 | % |
| | | | | | | | |
Number of counties where security is located (all California) | | | 23 | | | | 27 | |
Largest percentage of principal in one county | | | 33.31 | % | | | 28.80 | % |
| | | | | | | | |
Number of secured loans in foreclosure status (1) | | | 10 | | | | 13 | |
Secured loans in foreclosure – principal (1) | | $ | 40,016 | | | $ | 55,146 | |
| | | | | | | | |
Number of secured loans with an interest reserve | | | — | | | | — | |
Interest reserves | | $ | — | | | $ | — | |
NOTE 4 – LOANS (continued)
Loan characteristics (continued)(1) During October 2011, the partnership received $2,557,000 from the sale of a building securing a loan in foreclosure.
As of JuneSeptember 30, 2011, the partnership’s largest loan, in the unpaid principal balance of $37,923,000$16,645,000 (representing 21.34%17.12% of outstanding secured loans and 12.80%5.50% of partnership assets) has an interest rate of 9.25%10.00% and is secured by a condominium/apartment complex located in SacramentoSan Francisco County, California. This loan matured JulyFebruary 1, 2010.2011. The partnership has been pursuingworking with the borrower on several fronts to obtain satisfactionassist with the sale of the debt, including having the courts place a receiver in charge of the property. In February 2011, the partnership filed a notice of default on the loan. In May 2011, the borrower filed bankruptcy. In July 2011, the partnership was granted relief of stay by the bankruptcy court enabling the foreclosure to proceed.remaining units.
Larger loans sometimes increase above 10% of the secured loan portfolio or partnership assets as these amounts decrease due to limited partner withdrawals, loan payoffs and restructuring of existing loans.
REDWOOD MORTGAGE INVESTORS VIII
(A California Limited Partnership)
Notes to Consolidated Financial Statements
September 30, 2011 (unaudited)
NOTE 4 – LOANS (continued)
Distribution of loans within California
Secured loans are distributed within California as summarized in the following table ($ in thousands).
| | June 30, 2011 | | | December 31, 2010 | | September 30, 2011 | | December 31, 2010 | |
| | Loans | | | Principal | | | Percent | | | Loans | | | Principal | | | Percent | | Loans | | Principal | | Percent | | Loans | | Principal | | Percent | |
San Francisco | | | 9 | | | $ | 53,781 | | | | 30 | % | | | 11 | | | $ | 58,233 | | | | 29 | % | 7 | | $ | 32,383 | | 33 | % | 11 | | $ | 58,233 | | 29 | % |
San Francisco Bay Area (1) | | | 27 | | | | 66,237 | | | | 38 | | | | 33 | | | | 77,555 | | | | 38 | | 24 | | 50,498 | | 52 | | 33 | | 77,555 | | 38 | |
Northern California (1) | | | 13 | | | | 50,519 | | | | 28 | | | | 16 | | | | 55,567 | | | | 28 | | 9 | | 7,454 | | 8 | | 16 | | 55,567 | | 28 | |
Southern California | | | 15 | | | | 7,170 | | | | 4 | | | | 19 | | | | 10,779 | | | | 5 | | 14 | | | 6,895 | | 7 | | 19 | | | 10,779 | | 5 | |
Total secured loans | | | 64 | | | $ | 177,707 | | | | 100 | % | | | 79 | | | $ | 202,134 | | | | 100 | % | 54 | | $ | 97,230 | | 100 | % | 79 | | $ | 202,134 | | 100 | % |
| (1) | Excludes line(s) above |
Loans disbursements/construction loans
The partnership makes construction and rehabilitation loans which are not fully disbursed at loan inception. The partnership has approved the borrowers up to a maximum loan balance; however, disbursements are made periodically during completion phases of the construction or rehabilitation or at such other times as required under the loan documents and would be funded from available cash balances and future cash receipts. The partnership does not maintain a separate cash reserve to hold the undisbursed obligations, which are intended to be funded. As of JuneSeptember 30, 2011, there was one such loan; however, the borrower is in default negating any funding obligation.
The status of the partnership’s loans, which are periodically disbursed as of JuneSeptember 30, 2011, is set forth below ($ in thousands).
| Complete Construction | Rehabilitation | Complete Construction | Rehabilitation |
Disbursed funds | | $ | — | | $ | 17,000 | | | $ | — | | $ | 16,645 | |
Undisbursed funds | | $ | — | | $ | — | | | $ | — | | $ | 355 | |
Construction loans are determined by the management to be those loans made to borrowers for the construction of entirely new structures or dwellings, whether residential, commercial or multifamily properties. For each such construction loan, the partnership has approved a maximum balance for such loan; however, disbursements are made in phases throughout the construction process. As of JuneSeptember 30, 2011, the partnership had no commitments for construction loans. Upon project completion construction loans are reclassified as permanent loans. Funding of construction loans is limited to 10% of the loan portfolio.
REDWOOD MORTGAGE INVESTORS VIII
(A California Limited Partnership)
Notes to Consolidated Financial Statements
June 30, 2011 (unaudited)
NOTE 4 – LOANS (continued)
The partnership also makes loans, the proceeds of which are used to remodel, add to and/or rehabilitate an existing structure or dwelling, whether residential, commercial or multifamily properties and which, in the determination of management, are not construction loans. Many of these loans are for cosmetic refurbishment of both interiors and exteriors of existing condominiums. The refurbished units will then be sold to new owners, repaying the partnership’s loan. These loans are referred to by management as “Rehabilitation Loans”. As of JuneSeptember 30, 2011 the partnership had $17,000,000 in Rehabilitation Loans, however, the borrower is in default negating any funding obligation. While the partnership does not classify Rehabilitation Loans as Construction Loans, Rehabilitation Loans carry some of the same risks as Construction Loans. There is no limit on the amount of Rehabilitation Loans the partnership may make.
REDWOOD MORTGAGE INVESTORS VIII
(A California Limited Partnership)
Notes to Consolidated Financial Statements
September 30, 2011 (unaudited)
NOTE 4 – LOANS (continued)
Lien positions
Secured loans had the lien positions presented in the following table ($ in thousands).
| | June 30, 2011 | | | December 31, 2010 | | September 30, 2011 | | December 31, 2010 | |
| | Loans | | | Principal | | | Percent | | | Loans | | | Principal | | | Percent | | Loans | | Principal | | Percent | | Loans | | Principal | | Percent | |
First trust deeds | | | 29 | | | $ | 70,129 | | | | 40 | % | | | 37 | | | $ | 85,535 | | | | 43 | % | 23 | | $ | 31,644 | | 32 | % | 37 | | $ | 85,535 | | 43 | % |
Second trust deeds | | | 33 | | | | 107,073 | | | | 60 | | | | 40 | | | | 116,091 | | | | 57 | | 29 | | 65,082 | | 67 | | 40 | | 116,091 | | 57 | |
Third trust deeds | | | 2 | | | | 505 | | | | — | | | | 2 | | | | 508 | | | | — | | 2 | | | 504 | | 1 | | 2 | | | 508 | | — | |
Total secured loans | | | 64 | | | | 177,707 | | | | 100 | % | | | 79 | | | | 202,134 | | | | 100 | % | 54 | | 97,230 | | 100 | % | 79 | | 202,134 | | 100 | % |
Liens due other lenders at loan closing | | | | | | | 213,255 | | | | | | | | | | | | 232,081 | | | | | | | | | 174,526 | | | | | | | 232,081 | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total debt | | | | | | $ | 390,962 | | | | | | | | | | | $ | 434,215 | | | | | | | | $ | 271,756 | | | | | | $ | 434,215 | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Appraised property value at loan closing | | | | | | $ | 591,277 | | | | | | | | | | | $ | 688,494 | | | | | | | | $ | 461,647 | | | | | | $ | 688,494 | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Percent of total debt to appraised values (LTV) at loan closing (2) | | | | | | | 66.12 | % | | | | | | | | | | | 63.07 | % | | | | | |
Percent of total debt to appraised | | | | | | | | | | | | | |
values (LTV) at loan closing (2) | | | | | 58.87 | % | | | | | | 63.07 | % | | |
| (2) | Based on appraised values and liens due other lenders at loan closing. The loan to value computation does not take into account subsequent increases or decreases in property values following the loan closing nor does it include decreases or increases of the amount owing on senior liens to other lenders by payments or interest accruals, if any. Property values likely have changed, particularly over the last twothree years, and the portfolio’s current loan to value ratio likely is higher than this historical ratio. |
Property type
Secured loans summarized by property type of the collateral are presented in the following table ($ in thousands).
| | June 30, 2011 | | | December 31, 2010 | |
| | Loans | | | Principal | | | Percent | | | Loans | | | Principal | | | Percent | |
Single family | | | 51 | | | $ | 137,203 | | | | 77 | % | | | 63 | | | $ | 155,241 | | | | 77 | % |
Multi-family | | | 3 | | | | 4,611 | | | | 3 | | | | 5 | | | | 8,135 | | | | 4 | |
Commercial | | | 9 | | | | 35,348 | | | | 20 | | | | 10 | | | | 38,212 | | | | 19 | |
Land | | | 1 | | | | 545 | | | | — | | | | 1 | | | | 546 | | | | — | |
Total secured loans | | | 64 | | | $ | 177,707 | | | | 100 | % | | | 79 | | | $ | 202,134 | | | | 100 | % |
REDWOOD MORTGAGE INVESTORS VIII
(A California Limited Partnership)
Notes to Consolidated Financial Statements
June 30, 2011 (unaudited)
NOTE 4 – LOANS (continued)
Property type (continued) | September 30, 2011 | | December 31, 2010 | |
| Loans | | Principal | | Percent | | Loans | | Principal | | Percent | |
Single family | 43 | | $ | 75,487 | | 77 | % | 63 | | $ | 155,241 | | 77 | % |
Multi-family | 3 | | | 4,611 | | 5 | | 5 | | | 8,135 | | 4 | |
Commercial | 7 | | | 16,587 | | 17 | | 10 | | | 38,212 | | 19 | |
Land | 1 | | | 545 | | 1 | | 1 | | | 546 | | — | |
Total secured loans | 54 | | $ | 97,230 | | 100 | % | 79 | | $ | 202,134 | | 100 | % |
Single family properties include owner-occupied and non-owner occupied single family homes (1-4 unit residential buildings), condominium units, townhouses, and condominium complexes. From time to time, loan originations in one sector or property type become more active due to prevailing market conditions. The current concentration of the partnership’s loan portfolio in condominium properties may pose additional or increased risks. Recovery of the condominium sector of the real estate market is generally expected to lag behind that of single-family residences. In addition, availability of financing for condominium properties has been, and will likely continue to be, constricted and more difficult to obtain than other property types. As of JuneSeptember 30, 2011 and December 31, 2010, $122,670,000$63,523,000 and $135,948,000, respectively, of the partnership’s loans were secured by condominium properties.
REDWOOD MORTGAGE INVESTORS VIII
(A California Limited Partnership)
Notes to Consolidated Financial Statements
September 30, 2011 (unaudited)
NOTE 4 – LOANS (continued)
Property type (continued)
Condominiums may create unique risks for the partnership that are not present for loans made on other types of properties. In the case of condominiums, a board of managers generally has discretion to make decisions affecting the condominium building, including regarding assessments to be paid by the unit owners, insurance to be maintained on the building, and the maintenance of that building, which may have an impact on the partnership loans that are secured by such condominium property.
The partnership may have less flexibility in foreclosing on the collateral for a loan secured by condominiums upon a default by the borrower. Among other things, the partnership must consider the governing documents of the homeowners association and the state and local laws applicable to condominium units, which may require an owner to obtain a public report prior to the sale of the units.
Scheduled maturities
Secured loans are scheduled to mature as presented in the following table ($ in thousands).
Scheduled maturities | | Loans | | | Principal | | | Percent | | Loans | | Principal | | Percent | |
2011 | | | 9 | | | $ | 9,786 | | | | 6 | | 3 | | $ | 4,777 | | 4 | |
2012 | | | 16 | | | | 52,307 | | | | 29 | | 17 | | 38,581 | | 40 | |
2013 | | | 13 | | | | 4,644 | | | | 3 | | 11 | | 3,167 | | 3 | |
2014 | | | 2 | | | | 2,531 | | | | 1 | | 2 | | 2,531 | | 3 | |
2015 | | | 8 | | | | 1,947 | | | | 1 | | 7 | | 1,619 | | 2 | |
Thereafter | | | 4 | | | | 2,195 | | | | 1 | | 4 | | | 2,175 | | 2 | |
Total future maturities | | | 52 | | | | 73,410 | | | | 41 | | 44 | | 52,850 | | 54 | |
Matured at June 30, 2011 | | | 12 | | | | 104,297 | | | | 59 | | |
Matured at September 30, 2011 | | 10 | | | 44,380 | | 46 | |
Total secured loans | | | 64 | | | $ | 177,707 | | | | 100 | % | 54 | | $ | 97,230 | | 100 | % |
It is the partnership’s experience that loans may be repaid or refinanced before, at or after the contractual maturity date. For matured loans, the partnership may continue to accept payments while pursuing collection of amounts owed from borrowers. Therefore, the above tabulation for scheduled maturities is not a forecast of future cash receipts.
The partnership reports maturity data based upon the most recent contractual agreement with the borrower. The table above includes 3 loans with an aggregate principal of $1,015,000 which have had their maturity dates extended, which are not consider impaired, and 3 loans with a aggregate principal of $639,000 which are renewals.
Matured loans
The partnership may periodically negotiate various workout agreements with borrowers whose loans are past maturity or who are delinquent in making payments. The partnership is not obligated to fund additional money as of JuneSeptember 30, 2011.
REDWOOD MORTGAGE INVESTORS VIII
(A California Limited Partnership)
Notes to Consolidated Financial Statements
JuneSeptember 30, 2011 (unaudited)
NOTE 4 – LOANS (continued)
Matured loans (continued)
Secured loans past maturity are summarized in the following table ($ in thousands).
| | June 30, | | December 31, | | | September 30, | | December 31, | |
| | 2011 | | 2010 | | | 2011 | | 2010 | |
Secured loans past maturity | | | | | | | | | | |
Number of loans (3) (4) | | 12 | | 13 | | | 10 | | 13 | |
Principal | | $ | 104,297 | | $ | 95,264 | | | $ | 44,380 | | $ | 95,264 | |
Advances | | 18,191 | | 14,424 | | | 6,661 | | 14,424 | |
Accrued interest | | | 7,613 | | | 8,040 | | | | 2,120 | | | 8,040 | |
Loan balance | | $ | 130,101 | | $ | 117,728 | | | $ | 53,161 | | $ | 117,728 | |
Percent of loans | | 59 | % | | 47 | % | | 46 | % | | 47 | % |
| (3) | The secured loans past maturity include nineseven and ten loans as of JuneSeptember 30, 2011 and December 31, 2010, respectively, also included in the secured loans in non-accrual status. |
| (4) | The secured loans past maturity include 12eight and 11eleven loans as of JuneSeptember 30, 2011 and December 31, 2010, respectively, also included in the secured loans delinquency category. |
Delinquency
Secured loans summarized by payment delinquency are presented in the following table ($ in thousands).
| | June 30, | | December 31, | | | September 30, | | December 31, | |
| | 2011 | | 2010 | | | 2011 | | 2010 | |
30-89 days past due | | $ | 7,628 | | $ | 8,083 | | |
90-179 days past due | | 6,138 | | 2,511 | | |
180 or more days past due | | | 146,354 | | | 156,866 | | |
Past due | | | | | | |
30-89 days | | | $ | 1,839 | | $ | 8,083 | |
90-179 days | | | 1,286 | | 2,511 | |
180 or more days | | | | 74,484 | | | 156,866 | |
Total past due | | 160,120 | | 167,460 | | | 77,609 | | 167,460 | |
Current | | | 17,587 | | | 34,674 | | | | 19,621 | | | 34,674 | |
Total secured loans | | $ | 177,707 | | $ | 202,134 | | | $ | 97,230 | | $ | 202,134 | |
The partnership reports delinquency based upon the most recent contractual agreement with the borrower.
Interest income accrued on loans contractually past due 90 days or more as to principal or interest payments during the sixnine months ended JuneSeptember 30, 2011 and 2010 was $291,000$422,000 and $1,886,000,$2,334,000, respectively. Accrued interest on loans contractually past due 90 days or more as to principal or interest payments at JuneSeptember 30, 2011 and December 31, 2010 was $11,333,000$4,826,000 and $12,078,000, respectively.
At JuneSeptember 30, 2011, the partnership had eight workout agreements in effect with an aggregate principal of $4,261,000.$4,259,000. Of the eight borrowers, seven,five, with an aggregate principal of $4,145,000,$3,249,000, had made all required payments under the workout agreements and were included in the above table as current. Four of the eight loans, with an aggregate principal of $1,137,000$1,135,000 were designated impaired and were in non-accrual status.
REDWOOD MORTGAGE INVESTORS VIII
(A California Limited Partnership)
Notes to Consolidated Financial Statements
JuneSeptember 30, 2011 (unaudited)
NOTE 4 – LOANS (continued)
Delinquency (continued)
At December 31, 2010, the partnership had 14 workout agreements in effect with an aggregate principal of $20,444,000. Of the 14 borrowers, 11, with an aggregate principal of $19,097,000 had made all required payments under the workout agreements and the loans were included in the above table as current. The three loans which were 90 or more days past due, were not designated impaired and were accruing interest. Ten of the 14 loans, with an aggregate principal of $19,223,000 were designated impaired and 6 of the 10 impaired loans with an aggregate principal of $10,131,000 were in non-accrual status.
Loans in non-accrual status
Secured loans in nonaccrual status are summarized in the following table ($ in thousands).
| | June 30, | | December 31, | | | September 30, | | December 31, | |
| | 2011 | | 2010 | | | 2011 | | 2010 | |
Secured loans in nonaccrual status | | | | | | | | | | |
Number of loans | | 25 | | 28 | | | 21 | | 28 | |
Principal | | $ | 157,456 | | $ | 167,500 | | | $ | 81,072 | | $ | 167,500 | |
Advances | | 18,644 | | 18,153 | | | 7,092 | | 18,153 | |
Accrued interest | | | 10,990 | | | 11,971 | | | | 4,313 | | | 11,971 | |
Loan balance | | $ | 187,090 | | $ | 197,624 | | | $ | 92,477 | | $ | 197,624 | |
Foregone interest | | $ | 6,751 | | $ | 12,012 | | | $ | 5,290 | | $ | 12,012 | |
At JuneSeptember 30, 2011 and December 31, 2010, there were sevenfive and four loans, respectively, with loan balances of $5,943,000$6,145,000 and $1,327,000, respectively, that were contractually 90 or more days past due as to principal or interest and not in non-accrual status.
Impaired loans
Secured loans designated as impaired loans are summarized in the following table at and for the sixnine months ended JuneSeptember 30, 2011 and for the year ended December 31, 2010 ($ in thousands).
| | June 30, | | | December 31, | | | September 30, | | | December 31, | |
| | 2011 | | | 2010 | | | 2011 | | | 2010 | |
Principal | | $ | 161,818 | | | $ | 180,242 | | | $ | 88,467 | | | $ | 180,242 | |
Recorded investment (5) | | $ | 192,079 | | | $ | 211,236 | | | $ | 100,631 | | | $ | 211,236 | |
Impaired loans without allowance | | $ | 35,838 | | | $ | 39,354 | | | $ | 46,653 | | | $ | 39,354 | |
Impaired loans with allowance | | $ | 156,241 | | | $ | 171,882 | | | $ | 53,978 | | | $ | 171,882 | |
Allowance for loan losses, impaired loans | | $ | 75,701 | | | $ | 87,364 | | | $ | 32,495 | | | $ | 87,364 | |
| (5) | Recorded investment is the sum of principal, advances, and interest accrued for financial reporting purposes. |
REDWOOD MORTGAGE INVESTORS VIII
(A California Limited Partnership)
Notes to Consolidated Financial Statements
JuneSeptember 30, 2011 (unaudited)
NOTE 4 – LOANS (continued)
Impaired loans (continued)
Impaired loans had the average balances and interest income recognized and received in cash as presented in the following table ($ in thousands).
| | June 30, | | | December 31, | | | September 30, | | | December 31, | |
| | 2011 | | | 2010 | | | 2011 | | | 2010 | |
Average recorded investment | | $ | 201,658 | | | $ | 192,706 | | | $ | 155,934 | | | $ | 192,706 | |
Interest income recognized | | $ | 289 | | | $ | 1,379 | | | $ | 579 | | | $ | 1,379 | |
Interest income received in cash | | $ | 153 | | | $ | 1,521 | | | $ | 228 | | | $ | 1,521 | |
Modifications and troubled debt restructurings
During the sixnine months ended JuneSeptember 30, 2011, the partnership modified threesix loans by extending the maturity date, lowering the interest rate, deferring some payments or reducing the monthly payment. Two of the modified loans qualified as a troubled debt restructuring under GAAP resulting in a loss of approximately $63,000.
NOTE 5 – ALLOWANCE FOR LOAN LOSSES
Allowance for loan losses activity is presented in the following table ($ in thousands).
| | Six months ended June 30, | | | Nine months ended September 30, | |
| | 2011 | | 2010 | | | 2011 | | 2010 | |
Balance, beginning of year | | $ | 89,200 | | $ | 23,086 | | |
Balance, January 1 | | | $ | 89,200 | | $ | 23,086 | |
| | | | | | | | | | |
Provision/(recovery) for loan losses | | (1,262 | ) | | 12,302 | | | (279 | ) | | 37,279 | |
| | | | | | | | | | |
Charge-offs, net | | | | | | | | | | |
Charge-offs | | (8,708 | ) | | (570 | ) | | (54,792 | ) | | (1,215 | ) |
Recoveries | | | — | | | — | | | | — | | | — | |
Charge-offs, net | | | (8,708 | ) | | | (570 | ) | | | (54,792 | ) | | | (1,215 | ) |
| | | | | | | | | | |
Balance, June 30 | | $ | 79,230 | | $ | 34,818 | | |
Balance, September 30, | | | $ | 34,129 | | $ | 59,150 | |
| | | | | | | | | | |
Specific reserves | | $ | 75,701 | | $ | 31,169 | | | $ | 32,495 | | $ | 57,450 | |
General reserves | | | 3,529 | | | 3,649 | | | | 1,634 | | | 1,700 | |
Balance, June 30 | | $ | 79,230 | | $ | 34,818 | | |
Balance, September 30 | | | $ | 34,129 | | $ | 59,150 | |
| | | | | | | | | | |
Ratio of charge-offs, net during the period to average | | | | | | | | | | |
secured loans outstanding during the period | | 4.43 | % | | 0.23 | % | | 29.88 | % | | 0.49 | % |
REDWOOD MORTGAGE INVESTORS VIII
(A California Limited Partnership)
Notes to Consolidated Financial Statements
JuneSeptember 30, 2011 (unaudited)
NOTE 5 – ALLOWANCE FOR LOAN LOSSES (continued)
Allowance for loan losses applicable to secured loans (by property type) and the percentage of principal (by property type) are presented in the following table ($ in thousands).
| | June 30, 2011 | | | December 31, 2010 | | | September 30, 2011 | | December 31, 2010 | |
| | Amount | | | Percent | | | Amount | | | Percent | | | Amount | | Percent | | Amount | | Percent | |
Allowance for loan losses | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | |
Secured loans by property type | | | | | | | | | | | | | | | | | | | | | | |
Single family | | $ | 71,150 | | | | 77 | % | | $ | 78,802 | | | | 77 | % | | $ | 32,435 | | 77 | % | | $ | 78,802 | | 77 | % |
Multi-family | | | 1,060 | | | | 3 | | | | 1,760 | | | | 4 | | | 60 | | 5 | | | 1,760 | | 4 | |
Commercial | | | 7,010 | | | | 20 | | | | 8,628 | | | | 19 | | | 1,624 | | 17 | | | 8,628 | | 19 | |
Land | | | 10 | | | | — | | | | 10 | | | | — | | | | 10 | | 1 | | | | 10 | | — | |
Total for secured loans | | $ | 79,230 | | | | 100 | % | | $ | 89,200 | | | | 100 | % | | $ | 34,129 | | 100 | % | | $ | 89,200 | | 100 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Unsecured loans | | $ | — | | | | 100 | % | | $ | — | | | | 100 | % | | $ | — | | 100 | % | | $ | — | | 100 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Total allowance for loan losses | | $ | 79,230 | | | | 100 | % | | $ | 89,200 | | | | 100 | % | | $ | 34,129 | | 100 | % | | $ | 89,200 | | 100 | % |
NOTE 6 – REAL ESTATE OWNED (REO), HELD FOR SALE
REO, held for sale activity and changes in the net realizable values are summarized in the following table ($ in thousands).
| | Six months ended June 30, | | | Nine months ended September 30, | |
| | 2011 | | | 2010 | | | 2011 | | | 2010 | |
REO held for sale, beginning of year | | $ | 54,206 | | | $ | 8,102 | | |
REO, held for sale, January 1 | | | $ | 54,206 | | | $ | 8,102 | |
Acquisitions | | | — | | | | 7,188 | | | | 16,200 | | | | 9,726 | |
Dispositions | | | (18,664 | ) | | | (5,385 | ) | | | (21,202 | ) | | | (5,449 | ) |
Improvements/betterments/(refunds) | | | (75 | ) | | | 9 | | | | (13 | ) | | | 9 | |
Designated from real estate held as investment | | | | 14,019 | | | | 16,380 | |
Charge-offs | | | — | | | | (245 | ) | | | — | | | | (245 | ) |
Changes in net realizable values | | | (1,750 | ) | | | (89 | ) | | | (1,809 | ) | | | 49 | |
REO, held for sale, June 30, | | $ | 33,717 | | | $ | 9,580 | | |
Depreciation | | | | (181 | ) | | | — | |
REO, held for sale, September 30 | | | $ | 61,220 | | | $ | 28,572 | |
REO, held for sale summarized by property type is presented in the following table ($ in thousands).
| | June 30, | | | December 31, | | | September 30, | | | December 31, | |
| | 2011 | | �� | 2010 | | | 2011 | | | 2010 | |
Number of properties | | | 7 | | | | 10 | | | | 10 | | | | 10 | |
| | | | | | | | | | | | | | | | |
Property type | | | | | | | | | | | | | | | | |
Single family | | $ | 7,461 | | | $ | 7,099 | | | $ | 6,093 | | | $ | 7,099 | |
Multi-family | | | 14,556 | | | | 32,777 | | | | 23,327 | | | | 32,777 | |
Commercial | | | 11,700 | | | | 14,330 | | | | 31,800 | | | | 14,330 | |
Total REO, held for sale | | $ | 33,717 | | | $ | 54,206 | | | $ | 61,220 | | | $ | 54,206 | |
REDWOOD MORTGAGE INVESTORS VIII
(A California Limited Partnership)
Notes to Consolidated Financial Statements
JuneSeptember 30, 2011 (unaudited)
NOTE 6 – REAL ESTATE OWNED (REO), HELD FOR SALE (continued)
The results of operations for rental properties in REO, held for sale is presented in the following table ($ in thousands). The table below reflects rental operations, net for those properties classified as REO, held for sale at September 30, 2011 and September 30, 2010.
| | Three months ended June 30, | | | Six months ended June 30, | | Three months ended September 30, | | Nine months ended September 30, | |
| | 2011 | | | 2010 | | | 2011 | | | 2010 | | 2011 | | 2010 | | 2011 | | 2010 | |
Rental income | | $ | 164 | | | $ | 146 | | | $ | 540 | | | $ | 226 | | $ | 381 | | $ | 706 | | $ | 1,773 | | $ | 932 | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
Operating expenses | | | | | | | | | | | | | | | | | | | | | | | | | |
Property taxes | | | 27 | | | | 87 | | | | 91 | | | | 89 | | | 53 | | 104 | | 260 | | 193 | |
Management, administration and insurance | | | 94 | | | | 15 | | | | 259 | | | | 9 | | | 127 | | 213 | | 711 | | 222 | |
Utilities, maintenance and other | | | 45 | | | | 27 | | | | 118 | | | | 51 | | | 199 | | 68 | | 727 | | 119 | |
Advertising and promotions | | | (1 | ) | | | 1 | | | | 1 | | | | 1 | | | 2 | | | — | | | 7 | | | 1 | |
Total operating expenses | | | 165 | | | | 130 | | | | 469 | | | | 150 | | | 381 | | | 385 | | | 1,705 | | | 535 | |
Net operating income | | | (1 | ) | | | 16 | | | | 71 | | | | 76 | | | — | | 321 | | 68 | | 397 | |
Depreciation | | | — | | | | — | | | | — | | | | — | | | 48 | | | 73 | | | 181 | | | 73 | |
Rental operations, net(1) | | $ | (1 | ) | | $ | 16 | | | $ | 71 | | | $ | 76 | | $ | (48 | ) | | $ | 248 | | $ | (113 | ) | | $ | 324 | |
| (1) | Interest expense on the mortgages securing the rental property was $321,000$60,000 and $84,000$263,000 for the three month periods ended JuneSeptember 30, 2011 and 2010, respectively, and $533,000$782,000 and $129,000$392,000 for the sixnine month periods ended JuneSeptember 30, 2011 and 2010, respectively. | |
In the third quarter of 2011, the partnership acquired through foreclosure, a development site located in San Francisco County, California, currently operating as a parking lot. The property is adjacent to the proposed TransBay terminal and is zoned for a high-rise building. The recorded investment was approximately $16,200,000.
NOTE 7 – REAL ESTATE OWNED (REO), HELD AS INVESTMENT, NET
For REO, held as investment, the activity and changes in the impairment reserves are summarized in the following table for the sixnine months ended JuneSeptember 30 ($ in thousands).
| | Net Realizable Value | | Accumulated Depreciation | | | Net Realizable Value | | Accumulated Depreciation | |
| | 2011 | | 2010 | | 2011 | | 2010 | | | 2011 | | 2010 | | 2011 | | 2010 | |
Balance, beginning of year | | $ | 115,411 | | $ | 102,833 | | $ | 1,807 | | $ | 507 | | |
Balance, January 1 | | | $ | 115,411 | | $ | 102,833 | | $ | 1,807 | | $ | 507 | |
Acquisitions | | 17,187 | | 31,108 | | — | | — | | | 68,340 | | 35,025 | | — | | — | |
Dispositions | | (8,247 | ) | | — | | (40 | ) | | — | | | (8,247 | ) | | — | | (41 | ) | | — | |
Improvements/betterments | | 189 | | 1,391 | | — | | — | | | 232 | | 2,342 | | — | | — | |
Designated REO, held for sale | | — | | — | | — | | — | | | (14,019 | ) | | (16,380 | ) | | — | | (73 | ) |
Changes in net realizable values | | 157 | | — | | — | | — | | | 157 | | — | | — | | — | |
Depreciation | | | (831 | ) | | | (617 | ) | | | 831 | | | 617 | | | | (1,130 | ) | | | (999 | ) | | | 1,130 | | | 999 | |
Balance, June 30 | | $ | 123,866 | | $ | 134,715 | | $ | 2,598 | | $ | 1,124 | | |
Balance, September 30 | | | $ | 160,744 | | $ | 122,821 | | $ | 2,896 | | $ | 1,433 | |
REDWOOD MORTGAGE INVESTORS VIII
(A California Limited Partnership)
Notes to Consolidated Financial Statements
JuneSeptember 30, 2011 (unaudited)
NOTE 7 – REAL ESTATE OWNED (REO), HELD AS INVESTMENT, NETcontinued (continued)
REO, held as investment, summarized by property type is presented in the following table ($ in thousands).
| | June 30, | | | December 31, | | | September 30, | | | December 31, | |
| | 2011 | | | 2010 | | | 2011 | | | 2010 | |
Number of properties | | | 17 | | | | 13 | | | | 20 | | | | 13 | |
| | | | | | | | | | | | | | | | |
Property type | | | | | | | | | | | | | | | | |
Single family | | $ | 11,613 | | | $ | 9,399 | | | $ | 10,272 | | | $ | 9,399 | |
Multi-family | | | 90,942 | | | | 86,813 | | | | 132,995 | | | | 86,813 | |
Commercial | | | 16,281 | | | | 14,170 | | | | 12,447 | | | | 14,170 | |
Land | | | 5,030 | | | | 5,029 | | | | 5,030 | | | | 5,029 | |
Total REO, held as investment, net | | $ | 123,866 | | | $ | 115,411 | | | $ | 160,744 | | | $ | 115,411 | |
At JuneSeptember 30, 2011, the partnership was holding three properties classified as Land until such time as the distressed market improves. Three Single familysingle-family residences with a carrying value of $7,907,000$7,934,000 were under construction and/or rehabilitation. At December 31, 2010, three properties with a carrying value of $7,537,000 were under construction and/or rehabilitation.
The results of operations for rental properties in REO, held as investment are presented in the following table for the three and sixnine months ended JuneSeptember 30 ($ in thousands). The table below reflects rental operations, net for those properties classified as REO, held as investment at September 30, 2011 and September 30, 2010.
| | Three months ended June 30, | | | Six months ended June 30, | | Three months ended September 30, | | Nine months ended September 30, | |
| | 2011 | | | 2010 | | | 2011 | | | 2010 | | 2011 | | 2010 | | 2011 | | 2010 | |
Number of properties | | | 11 | | | | 6 | | | | 11 | | | | 6 | | | 14 | | 5 | | 14 | | 5 | |
Rental income | | $ | 1,804 | | | $ | 1,512 | | | $ | 3,601 | | | $ | 2,496 | | $ | 1,807 | | $ | 1,059 | | $ | 4,556 | | $ | 3,555 | |
Operating expenses | | | | | | | | | | | | | | | | | | | | | | | | | |
Property taxes | | | 274 | | | | 232 | | | | 510 | | | | 406 | | | 300 | | 170 | | 694 | | 576 | |
Management, administration and insurance | | | 528 | | | | 379 | | | | 838 | | | | 572 | | | 467 | | 58 | | 980 | | 630 | |
Utilities, maintenance and other | | | 332 | | | | 918 | | | | 658 | | | | 1,098 | | | 185 | | 50 | | 392 | | 1,148 | |
Advertising and promotions | | | 9 | | | | 4 | | | | 18 | | | | 15 | | | 10 | | | 5 | | | 24 | | | 20 | |
Total operating expenses | | | 1,143 | | | | 1,533 | | | | 2,024 | | | | 2,091 | | | 962 | | | 283 | | | 2,090 | | | 2,374 | |
Net operating income | | | 661 | | | | (21 | ) | | | 1,577 | | | | 405 | | | 845 | | 776 | | 2,466 | | 1,181 | |
Depreciation | | | 436 | | | | 269 | | | | 831 | | | | 615 | | | 391 | | | 311 | | | 1,130 | | | 926 | |
Rental operations, net(1) | | $ | 225 | | | $ | (290 | ) | | $ | 746 | | | $ | (210 | ) | $ | 454 | | $ | 465 | | $ | 1,336 | | $ | 255 | |
| (1) | Interest expense on the mortgages securing the rental property was $452,000$288,000 and $202,000$167,000 for the three months ended JuneSeptember 30, 2011 and 2010, respectively, and $792,000$891,000 and $202,000$369,000 for the sixnine months ended JuneSeptember 30, 2011 and 2010, respectively. | |
REDWOOD MORTGAGE INVESTORS VIII
(A California Limited Partnership)
Notes to Consolidated Financial Statements
JuneSeptember 30, 2011 (unaudited)
NOTE 7 – REAL ESTATE OWNED (REO), HELD AS INVESTMENT, NET (continued)
In the third quarter of 2011, the partnership acquired five properties through foreclosure.
- | Condominium units (4) in a 37 unit building in Alameda County, California. The recorded investment was approximately $600,000. An independent management firm has been engaged to oversee rental operations of the units. |
- | Multi-family complex in Sacramento County, California (Elk Grove Property Company, LLC). The partnership acquired 257 of the 280 units. The recorded investment was approximately $41,000,000. The property was subject to a mortgage loan with a balance at acquisition of approximately $13,780,000 and an interest rate of 7.50%. |
- | Condominium units (15) in a 30 unit complex, in Alameda County, California (Second Street Midtown Property Company, LLC). The recorded investment was approximately $3,150,000. An independent management firm has been engaged to oversee rental operations of the units. |
- | Condominium units (29) in a 50 unit complex, in Contra Costa County, California. The recorded investment was approximately $3,190,000. An independent management firm has been engaged to oversee rental operations of the units. |
- | A 38 unit multi-family complex, in San Joaquin County, California (Winchester Property Company, LLC). The recorded investment was approximately $3,213,000. An independent management firm has been engaged to oversee rental operations of the units. |
In the second quarter of 2011, the partnership acquired properties at two locations through foreclosure.
| - | Condominium units (3) in an eighta 19 unit building in San Francisco County, California. The recorded investment was approximately $1,362,000. Two of the units are subject to separate mortgages with an aggregate amount owed of $830,000, each with variable interest rates currentlyat acquisition between 2.8% and 3.9%., and were assigned to real estate held for sale in the third quarter. The remaining unit, a common storage area and signage rental space, has been assigned to SF Stagehouse Property Company, LLC. |
| - | Condominium units (32) in aan 81 unit complex, in Hayward,Alameda County, California. The recorded investment was approximately $5,000,000. An independent management firm has been engaged to oversee rental operations of the units. |
In the first quarter of 2011, the partnership acquired three properties through foreclosure.
| - | Multi-family complex in Santa Clara County, California (The Element, LLC). The recorded investment was approximately $8,130,000. The property was subject to an interest-only mortgage loan with a balance at acquisition of approximately $6,800,000 and an interest rate of 6.25%. In June 2011, the Element, LLC was sold for $8,800,000. |
| - | Condominium units (9) in a 3736 unit complex, in Yuba City,Sutter County, California (Lincoln Village LLC). The recorded investment was approximately $495,000. An independent management firm has been engaged to oversee rental operations of the units. |
| - | Recreation property (45.7 acres) in Pine Grove,Amador County, California (Pine Acres LLC). The recorded investment was approximately $2,200,000. An independent management firm has been engaged to oversee rental operations of the units. |
REDWOOD MORTGAGE INVESTORS VIII
(A California Limited Partnership)
Notes to Consolidated Financial Statements
September 30, 2011 (unaudited)
NOTE 8 – BORROWINGS
Bank loan, secured
The partnership’s bank loan/line of credit matured on June 30, 2010, which maturity date was subsequently extended to October 18, 2010. TheAs of October 18, 2010, the partnership and the banks entered into an amended and restated loan agreement. The significant terms and conditions in the amended loan agreement include: 1) an extended maturity date of June 30, 2012; with continuing scheduled pay downs of the loan amount to maturity; 2) an interest rate of Prime plus 1.5% subject to a floor of 5.0%; 3) an annual facility fee (payable quarterly) of 0.5%; 4) required remittance to the banks of 70% of net proceeds from the sale or refinance of REO and/or net proceeds from loan payoffs in excess of $5 million; 5) required remittance of cash balances in excess of $12 million; 6) restrictions on use of cash including no new loans with the exception of refinance of existing loans, no expenditures in the ordinary course of business to preserve, maintain, repair, or operate property in excess of $1 million without prior written consent (subject to exclusions for funds set aside for REO projects and servicing of senior liens designated in the loan agreement), limitations on distributions to electing limited partners of an amount not to exceed a distribution rate of 2.1%; 7) a collateral covenant, and 8) a financial covenant.
The bank loan balance was $35,000,000$26,750,000 and $50,000,000, at JuneSeptember 30, 2011 and December 31, 2010, respectively.
The required minimum principal payments are $16,500,000$8,250,000 for the remainder of 2011 and $18,500,000 for 2012.
REDWOOD MORTGAGE INVESTORS VIII
(A California Limited Partnership)
Notes to Consolidated Financial Statements
JuneSeptember 30, 2011 (unaudited)
NOTE 8 – BORROWINGS (continued)
Mortgages payable
Mortgages payable are summarized in the following table (mortgage balance $ in thousands).
| | June 30, | | December 31, | | | September 30, | | December 31, | |
Lender | | 2011 | | 2010 | | | 2011 | | 2010 | |
Chase | | $ | 436 | | $ | — | | | $ | 434 | | $ | — | |
Interest rate 2.83% | | | | | | |
Interest rate 3.52% | | | | | | |
Matures July 1, 2033 | | | | | | | | | | |
Monthly payment $2,726 | | | | | | |
Monthly payment $2,728 | | | | | | |
GMAC | | 393 | | — | | | 393 | | — | |
Interest rate 3.88% | | | | | | | | | | |
Matures August 1, 2034 | | | | | | | | | | |
Monthly payment $2,055 | | | | | | | | | | |
First National Bank of Northern California | | 2,419 | | 2,437 | | |
East West Bank | | | 13,782 | | — | |
Interest rate 7.50% | | | | | | |
Matures February 5, 2012 | | | | | | |
Monthly payment $98,347 | | | | | | |
First National Bank of Northern California(2) | | | 2,411 | | 2,437 | |
Interest rate 7.00% | | | | | | | | | | |
Matures September 1, 2011 | | | | | | | | | | |
Monthly payment $17,043 | | | | | | | | | | |
Business Partners | | 7,625 | | 7,789 | | | 7,541 | | 7,789 | |
Interest rate 6.53% | | | | | | | | | | |
Matures May 1, 2015 | | | | | | | | | | |
Monthly payment (1) $78,767 | | | | | | | | | | |
NorthMarq Capital | | 19,233 | | 19,436 | | | 19,131 | | 19,436 | |
Interest rate 2.99% | | | | | | |
Interest rate 2.95% | | | | | | |
Matures July 1, 2015 | | | | | | | | | | |
Monthly payment (1) $123,247 | | | | | | |
Monthly payment (1) $123,901 | | | | | | |
PNC Bank | | — | | 5,869 | | | — | | 5,869 | |
Interest rate 4.16% | | | | | | | | | | |
Matures May 1, 2017 | | | | | | | | | | |
Monthly payment (1) $43,748 | | | | | | | | | | |
Wells Fargo Bank | | 385 | | 392 | | | 382 | | 392 | |
Interest rate 3.00% | | | | | | | | | | |
Matures October 1, 2032 | | | | | | | | | | |
Monthly payment $2,038 | | | | | | | | | | |
Wells Fargo Bank (Wachovia Mortgage) | | 343 | | 347 | | | 340 | | 347 | |
Interest rate 5.26% | | | | | | |
Interest rate 5.13% | | | | | | |
Matures September 15, 2032 | | | | | | | | | | |
Monthly payment $2,240 | | | | | | | | |
Monthly payment $2,233 | | | | | | |
Total mortgages payable | | $ | 30,834 | | $ | 36,270 | | | $ | 44,414 | | $ | 36,270 | |
(1) | (1) | monthlyMonthly payments include amounts for various impounds such as property taxes, insurance, and repairs. |
(2) | In October, 2011 the partnership refinanced the mortgage with First National Bank. The refinancing required a principal payment to reduce the balance to $2,210,000, the interest rate was reduced to 5.70%, and the maturity date changed to November 1, 2016. |
REDWOOD MORTGAGE INVESTORS VIII
(A California Limited Partnership)
Notes to Consolidated Financial Statements
JuneSeptember 30, 2011 (unaudited)
NOTE 9 – SYNDICATION COSTS
The partnership bears its own syndication costs, other than certain sales commissions, including legal and accounting expenses, printing costs, selling expenses and filing fees. Syndication costs are charged against partners’ capital and are being allocated to individual partners consistent with the partnership agreement.
Syndication costs of $5,010,000 had been incurred by the partnership with the following distribution through JuneSeptember 30, 2011, ($ in thousands).
Costs incurred | | $ | 5,010 | | | $ | 5,010 | |
Early withdrawal penalties applied | | (190 | ) | | (190 | ) |
Allocated to date | | | (3,970 | ) | | | (4,058 | ) |
June 30, 2011 balance | | $ | 850 | | |
September 30, 2011 balance | | | $ | 762 | |
GAAP defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. An orderly transaction is a transaction that assumes exposure to the market for a period prior to the measurement date to allow for marketing activities that are usual and customary for transactions involving such assets and liabilities; it is not a forced transaction. Market participants are buyers and sellers in the principal market that are (i) independent, (ii) knowledgeable, (iii) able to transact and (iv) willing to transact.
The partnership determines the fair values of its assets and liabilities based on the fair value hierarchy established in GAAP. The standard describes three levels of inputs that may be used to measure fair value (Level 1, Level 2 and Level 3). Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the partnership has the ability to access at the measurement date. An active market is a market in which transactions occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2 inputs are inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. Level 3 inputs are unobservable inputs for the asset or liability. Unobservable inputs reflect the partnership’s own assumptions about the assumptions market participants would use in pricing the asset or liability (including assumptions about risk). Unobservable inputs are developed based on the best information available in the circumstances and may include the partnership’s own data.
The partnership does not record loans at fair value on a recurring basis.
Non-recurring basis
Assets and liabilities measured at fair value on a non-recurring basis as of JuneSeptember 30, 2011 are presented in the following table below:($ in thousands).
| | Fair Value Measurement at Report Date Using | | | Fair Value Measurement at Report Date Using | |
| | Quoted Prices | | Significant | | | | | | | Quoted Prices | | Significant | | | | | |
| | in Active | | Other | | Significant | | | | | in Active | | Other | | Significant | | | |
| | Markets for | | Observable | | Unobservable | | | | | Markets for | | Observable | | Unobservable | | | |
| | Identical Assets | | Inputs | | Inputs | | | | | Identical Assets | | Inputs | | Inputs | | | |
Item | | (Level 1) | | (Level 2) | | (Level 3) | | Total | | | (Level 1) | | (Level 2) | | (Level 3) | | Total | |
Impaired loans | | $ | — | | $ | — | | $ | — | | $ | — | | | $ | — | | $ | — | | $ | — | | $ | — | |
REO, held for sale | | $ | — | | $ | — | | $ | 33,717 | | $ | 33,717 | | | $ | — | | $ | — | | $ | 61,220 | | $ | 61,220 | |
REO, held as investment, net | | $ | — | | $ | — | | $ | 9,044 | | $ | 9,044 | | | $ | — | | $ | — | | $ | 58,910 | | $ | 58,910 | |
REDWOOD MORTGAGE INVESTORS VIII
(A California Limited Partnership)
Notes to Consolidated Financial Statements
JuneSeptember 30, 2011 (unaudited)
NOTE 10 – FAIR VALUE (continued)
Non-recurring basis (continued)
Assets and liabilities measured at fair value on a non-recurring basis as of December 31, 2010 are presented in the following table below:($ in thousands).
| | Fair Value Measurement at Report Date Using | |
| | Quoted Prices | | | Significant | | | | | | | |
| | in Active | | | Other | | | Significant | | | | |
| | Markets for | | | Observable | | | Unobservable | | | | |
| | Identical Assets | | | Inputs | | | Inputs | | | | |
Item | | (Level 1) | | | (Level 2) | | | (Level 3) | | | Total | |
Impaired loans | | $ | — | | | $ | — | | | $ | 211,236 | | | $ | 211,236 | |
REO, held for sale | | $ | — | | | $ | — | | | $ | 54,206 | | | $ | 54,206 | |
REO, held as investment, net | | $ | — | | | $ | — | | | $ | 19,002 | | | $ | 19,002 | |
The following methods and assumptions were used to estimate the fair value.
| (a) | Cash and cash equivalents. The carrying amount equals fair value. All amounts, including interest bearing accounts, are subject to immediate withdrawal. |
| (b) | Secured loans. The fair value of the non-impaired loans of $15,836,000$8,832,000 and $22,019,000 at JuneSeptember 30, 2011 and December 31, 2010, respectively, was estimated based upon projected cash flows discounted at the estimated current interest rates at which similar loans would be made. For impaired loans in which a specific allowance is established based on the fair value of the collateral, the collateral fair value is determined by exercise of judgment based on management’s experience informed by appraisals (by licensed appraisers), brokers opinion of values, and publicly available information on in-market transactions (Level 2 inputs). Historically, it has been rare for determinations of fair value to be made without substantial reference to current market transactions. However, in recent years, due to the low number of real estate transactions, and the rising number of transactions that are distressed (i.e., that are executed by an unwilling seller – often compelled by lenders or other claimants – and/or executed without broad exposure or with market exposure but with few, if any, resulting offers), more interpretation, judgment and interpolation/extrapolation within and across property types is required (Level 3 inputs). |
| (c) | Unsecured loans. Unsecured loans are valued at their principal less any discount or loss reserves established by management after taking into account the borrower’s creditworthiness and ability to repay the loan. |
| (d) | Real estate owned (REO), net. Real estate acquired in full or partial settlement of loan obligations, generally through foreclosure, is recorded at acquisition at the lower of the recorded investment in the loan, plus any senior indebtedness, or at the property’s fair value less estimated costs to sell, as applicable. The fair value estimates are derived from information available in the real estate markets including similar property, and often require the experience and judgment of third parties such as commercial real estate appraisers and brokers. Historically, it has been rare for determinations of fair value to be made without substantial reference to current market transactions. However, in recent years, due to the low number of real estate transactions, and the rising number of transactions that are distressed (i.e., that are executed by an unwilling seller – often compelled by lenders or other claimants -– and/or executed without broad exposure or with market exposure but with few, if any, resulting offers), more interpretation, judgment and interpolation/extrapolation within and across property types is required. |
REDWOOD MORTGAGE INVESTORS VIII
(A California Limited Partnership)
Notes to Consolidated Financial Statements
JuneSeptember 30, 2011 (unaudited)
NOTE 10 – FAIR VALUE (continued)
| (e) | Bank loan. The partnership has a bank loan, evidenced by a promissory note, in an outstanding amount of $35,000,000$26,750,000 at JuneSeptember 30, 2011. The interest rate of 1.5 points above the prime rate, or 4.75%, with a floor of 5.0% is deemed to be a market rate and the other terms and conditions are deemed to be customary for a well collateralized note with a 21-month loan term. |
| (f) | Mortgages payable. The partnership has mortgages payable (see Note 8 for details). The interest rates are deemed to be at market rates, and the other terms and conditions are deemed to be customary for the secured properties. |
NOTE 11 – COMMITMENTS AND CONTINGENCIES, OTHER THAN LOAN COMMITMENTS
Legal proceedings
In the normal course of business, the partnership may become involved in various legal proceedings such as assignment of rents, bankruptcy proceedings, appointment of receivers, unlawful detainers, judicial foreclosure, etc., to enforce provisions of the deeds of trust, collect the debt owed under promissory notes, or to protect, or recoup its investment from real property secured by the deeds of trust and to resolve disputes between borrowers, lenders, lien holders and mechanics. None of these actions typically would be of any material importance. As of the date hereof, the partnership is not involved in any legal proceedings other than those that would be considered part of the normal course of business.
NOTE 12 – SUBSEQUENT EVENTS
Subsequent to JuneSeptember 30, 2011:
The partnership acquired through foreclosure, a condominium complexsingle-family residence located in Lodi,Fortuna, California, which had a recorded investment of approximately $3,200,000 (classified as REO held as investment) and an investment property located in San Francisco, California, which had a recorded investment of approximately $13,510,000 (classified as REO held for sale).$260,000.
The partnership sold real property (classified REO held for sale) locateda condominium unit in Calabasas,San Francisco, California with aat its recorded investment of $2,700,000, for a gain of approximately $65,000.investment.
Sales contracts for two REO with recorded investments totaling $12,150,000 have been signed by the general partners. The purchasers are completing their due diligence.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis should be read in conjunction with the unaudited consolidated financial statements and notes thereto, which are included in Item 1 of this Report, as well as the audited consolidated financial statements and the notes thereto, and “Management Discussion and Analysis of Financial Condition and Results of Operations” included in the partnership’s Annual Report on Form 10-K for the year ended December 31, 2010.
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 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 interest rates and economic conditions and their effect on the partnership and its assets, trends in the California real estate market, estimates as to the allowance for loan losses, expectations as to when the partnership’s bank loan will be repaid, additional foreclosures in 2011, expectations regarding the level of loan delinquencies, plans to develop, hold or sell certain properties, beliefs relating to the impact on the partnership from current economic conditions and trends in the financial and credit markets, expectations as to when liquidations will resume or how long reduced earnings distributions will be in effect, beliefs regarding the partnership’s ability to recover its investment in certain properties, beliefs regarding the effect of borrower foreclosures on liquidity, and the use of excess cash flow and the intention not to sell the partnership’s loan portfolio.flow. 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, the impact of competition and competitive pricing, regulatory changes and downturns in the real estate markets in which the partnership has made loans. 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.
Critical Accounting Policies
Management estimates
See Note 2 (Summary of Significant Accounting Policies) to the financial statements included in Part I, Item 1 of this report for a detailed presentation of critical accounting policies.
Related Parties
See Note 1 (General) and Note 3 (General Partners and Related Parties) to the financial statements included in Part I, Item 1 of this report for a detailed presentation of various partnership activities for which the general partners and related parties are compensated, and other related-party transactions, including the formation loan.
Results of Operations
Changes to the partnership’s operating results are presented in the following table ($ in thousands).
| | Changes during the three months ended June 30, 2011 versus 2010 | | | Changes during the six months ended June 30, 2011 versus 2010 | | Changes during the three months ended September 30, 2011 versus 2010 | | Changes during the nine months ended September 30, 2011 versus 2010 | |
| | Dollars | | | Percent | | | Dollars | | | Percent | | Dollars | | Percent | | Dollars | | Percent | |
Revenue, net | | | | | | | | | | | | | | | | | | | | | | | |
Interest income | | | | | | | | | | | | | | | | | | | | | | | |
Loans | | $ | (1,402 | ) | | | (72 | ) | % | | $ | (3,718 | ) | | | (74 | ) | % | $ | (716 | ) | (62 | ) | % | | $ | (4,434 | ) | (72 | ) | % |
Imputed interest on formation loan | | | (63 | ) | | | (44 | ) | | | | (85 | ) | | | (29 | ) | | | (38 | ) | (28 | ) | | | (123 | ) | (29 | ) | |
Other interest income | | | (15 | ) | | | (94 | ) | | | | (37 | ) | | | (95 | ) | | | (3 | ) | (60 | ) | | | (40 | ) | (91 | ) | |
Total interest income | | | (1,480 | ) | | | (70 | ) | | | | (3,840 | ) | | | (72 | ) | | | (757 | ) | (59 | ) | | | | (4,597 | ) | (69 | ) | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
Interest expense | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Bank loan, secured | | | (263 | ) | | | (29 | ) | | | | (450 | ) | | | (25 | ) | | | (287 | ) | (35 | ) | | | (737 | ) | (28 | ) | |
Mortgages payable | | | 487 | | | | 170 | | | | 994 | | | | 300 | | | (82 | ) | (19 | ) | | | 912 | | 120 | |
Amortization of discount on imputed interest | | | (63 | ) | | | (44 | ) | | | | (85 | ) | | | (29 | ) | | |
Amortization of discount on formation loan | | | (38 | ) | (28 | ) | | | (123 | ) | (29 | ) | |
Total interest expense | | | 161 | | | | 12 | | | | 459 | | | | 19 | | | (407 | ) | (29 | ) | | | | 52 | | 1 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net interest income/(expense) | | | (1,641 | ) | | | (210 | ) | | | | (4,299 | ) | | | (147 | ) | | | (350 | ) | 393 | | | | (4,649 | ) | (164 | ) | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
Late fees | | | (3 | ) | | | (75 | ) | | | | (24 | ) | | | (86 | ) | | | (3 | ) | (38 | ) | | | (27 | ) | (75 | ) | |
Other | | | (1 | ) | | | (33 | ) | | | | (3 | ) | | | (43 | ) | | | (30 | ) | (97 | ) | | | | (33 | ) | (87 | ) | |
Total revenues, net | | | (1,645 | ) | | | (209 | ) | | | | (4,326 | ) | | | (147 | ) | | | (383 | ) | 766 | ) | | | (4,709 | ) | (162 | ) | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
Provision for loan losses | | | (13,263 | ) | | | (111 | ) | | | | (13,564 | ) | | | (110 | ) | | | (23,994 | ) | (96 | ) | | | (37,558 | ) | (101 | ) | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
Operating expenses | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Mortgage servicing fees | | | 788 | | | | 260 | | | | 387 | | | | 44 | | | 725 | | 194 | | | | 1,112 | | 88 | |
Asset management fees | | | (66 | ) | | | (22 | ) | | | | (123 | ) | | | (20 | ) | | | (76 | ) | (25 | ) | | | (199 | ) | (22 | ) | |
Costs from Redwood Mortgage Corp. | | | 344 | | | | 307 | | | | 342 | | | | 153 | | | 194 | | 175 | | | | 536 | | 160 | |
Professional services | | | (22 | ) | | | (5 | ) | | | | (260 | ) | | | (33 | ) | | | (141 | ) | (44 | ) | | | (401 | ) | (36 | ) | |
REO | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Rental operations, net | | | (498 | ) | | | (182 | ) | | | | (951 | ) | | | (710 | ) | | | 307 | | (43 | ) | | | (644 | ) | 111 | |
Holding costs | | | 177 | | | | 64 | | | | 472 | | | | 142 | | | 43 | | 28 | | | | 515 | | 106 | |
Loss on disposal | | | (284 | ) | | | (84 | ) | | | | (507 | ) | | | (90 | ) | | |
Impairment loss | | | 1,593 | | | | — | | | | 1,504 | | | | 1,690 | | |
Loss/(gain) on disposal | | | (96 | ) | (686 | ) | | | (603 | ) | (105 | ) | |
Impairment loss/(gain) | | | 197 | | (143 | ) | | | 1,701 | | (3,471 | ) | |
Other | | | (64 | ) | | | (105 | ) | | | | (86 | ) | | | (86 | ) | | | 136 | | (316 | ) | | | 50 | | 88 | |
Total operating expenses, net | | | 1,968 | | | | 94 | | | | 778 | | | | 21 | | | 1,289 | | 339 | | | | | 2,067 | | 50 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net income (loss) | | $ | 9,650 | | | | (73 | ) | % | | $ | 8,460 | | | | (65 | ) | % | $ | 22,322 | | (88 | ) | % | | $ | 30,782 | | (80 | ) | % |
Please refer to the above table and the Statement of Operations in the financial statements included in Part I, Item I of this report throughout the discussion of Results of Operations.
Impact of general economic and market conditions on the partnership’s financial condition, results of operations and cash flows
As we have noted in our prior reports on Form 10-Q and Form 10-K, the combination of the general economic conditions, the constrained credit and financial markets, the distressed real estate markets, and the terms and conditions of the amended and restated loan agreement (the “bank loan”) have resulted in significant changes in the lending and business operations of the partnership that are on-going.
Real estate sales, investment, and construction continue to be at greatly reduced levels.levels, particularly as to single family homes. Loans from traditional sources, such as banks, are of limited availability, and when they are available the credit and regulatory environment imposes constraints such that few projects and/or borrowers meet the new, more stringent minimum requirements to qualify. Multi family properties that are stabilized and profitable can qualify for Fannie and Freddie loans, but the loan underwriting is severely restricting. The secondary market for mortgages on commercial real estate continues at low volumes of activity and is not a source of liquidity to the industry. The result is that our borrowers are experiencing on-going difficulty in refinancing their loans from the partnership and/or selling the properties securing those loans to generate the cash to repay us.
The cash proceeds received by the partnership from loan payments, loan payoffs, sale of real estate owned (REO), and third-party mortgages obtained on stabilized properties that the partnership has taken back through foreclosure or otherwise obtained are used predominately to pay down the amount outstanding on the bank loan. The amount outstanding on the bank loan, after the JulyOctober 2011 payments were made, was $32,250,000,$24,000,000, a reduction of $17,750,000$26,000,000 since December 31, 2010, and a reduction of $52,750,000$61,000,000 since September 2009.
Since the inception of the financial crisis (2008) and the resultant Great Recession (2009), the partnership’s portfolio has continued to migrate from predominately performing loans to impaired loans and REO. Total assets, the sum of all assets owned by the partnership, decreased from $424,873,000 at December 31, 2008, to $296,158,000$302,378,000 at JuneSeptember 30, 2011 (a decline of $128,715,000$122,495,000 or 30%29%). Net loans, the total of loan principal, advances, accrued interest, net of the allowance for loan losses, declined over the same time period from $386,589,000 to $129,212,000$75,486,000 (a decline of $257,377,000$311,103,000 or 67%80%). REO increased from $25,693,000 at December 31, 2008, to $157,583,000$221,964,000 at JuneSeptember 30, 2011, as a consequence of the loan collection efforts undertaken by the general partners. Our ownership of the collateral which secured our loans is the most effective means of maintaining or improving the value of the properties and is the best alternative for preserving partners’ capital.
The continuing primary focus of the general partners is the preservation of the limited partners’ capital while dealing with the historic declines in liquidity in the markets and the constraints imposed by the amended terms of the bank loan. While the financial markets continue in turmoil in AugustNovember 2011, the general partners are mindful thatbelieve progress toward the repayment of the bank loan in full is on-schedule and, depending on the anticipated completion of transactions in contract and the sale of REO, likely will occur at maturity on June 30, 2012, or before.
Comparison of the three and six month periods ended JuneSeptember 30, 2011 versus the same periods ended JuneSeptember 30, 2010
Revenue – Interest income - Loans
The interest income on loans decreased for the three and sixnine month periods ended JuneSeptember 30, 2011 compared to the same periods in 2010, due to a decreasedecreases in the average secured loan portfolio balance, the decrease inand the related average yield rate and the increase in non-accrual loans for the three and six month periods ended June 30, 2011, resulting in approximately $85,000 and $919,000, respectively, of additional foregone interest (i.e., interest not recorded for financial reporting purposes on loans designated as in nonaccrual status) in 2011 compared to 2010.
The table below recaps the quarterly averages and the effect of the foregone interest on the average yield rate ($ in thousands).
| | Three months ended June 30, | | | Six months ended June 30, | | Three months ended September 30, | | Nine months ended September 30, | |
| | Average | | | Stated | | | | | | Average | | | Stated | | | | | Average | Stated | | Average | | Stated | |
| | Secured | | | Average | | | Effective | | | Secured | | | Average | | | Effective | | Secured | Average | | Effective | | Secured | | Average | | Effective | |
| | Loan | | | Yield | | | Yield | | | Loan | | | Yield | | | Yield | | Loan | Yield | | Yield | | Loan | | Yield | | Yield | |
| | Balance | | | Rate | | | Rate | | | Balance | | | Rate | | | Rate | | Balance | Rate | | Rate | | Balance | | Rate | | Rate | |
2010 | | $ | 243,267 | | | | 8.77 | % | | | 3.20 | % | | $ | 252,336 | | | | 8.81 | % | | | 3.98 | % | $ | 242,062 | 8.70 | % | 1.90 | % | | $ | 248,911 | | 8.77 | % | 3.30 | % |
2011 | | $ | 189,771 | | | | 8.46 | % | | | 1.14 | % | | $ | 196,425 | | | | 8.46 | % | | | 1.32 | % | $ | 157,329 | 8.44 | % | 1.11 | % | | $ | 183,393 | | 8.45 | % | 1.26 | % |
Interest Expense – Bank Loan, secured, and other Borrowings
The decreased interest expense related to the partnership’s bank loan (previously line of credit) for the three and sixnine month periods ended JuneSeptember 30, 2011 compared to the same periods in 2010, is related primarily to a decrease in the average daily borrowing, which was $39,129,000$31,891,000 and $43,292,000$39,450,000 for the three and sixnine month periods ended JuneSeptember 30, 2011, respectively, as compared to $68,648,000$53,223,000 and $72,635,000$66,094,000 for the same periods in 2010, respectively.
The increaseddecreased interest expense on mortgages for the three month period ended September 30, 2011 compared to the same period in 2010 is primarily due to increasesthe decrease in the average daily outstanding mortgage balances from $24,654,000$40,888,000 for the three months ended JuneSeptember 30, 2010 to $40,122,000$37,624,000 for the three months ended JuneSeptember 30, 2011. The increased interest expense on mortgages for the nine month period ended September 30, 2011 andcompared to the same period in 2010 is primarily due to the increase in the average daily outstanding mortgage balances from $13,661,000$21,236,000 for the sixnine months ended JuneSeptember 30, 20102011 to $41,152,000$40,342,000 for the sixnine months ended JuneSeptember 30, 2011. Included in the average daily balances for both the three and sixnine month periods ended JuneSeptember 30, 2011, was the mortgage of $6,804,000, related to the Element LLC, which was acquired in February 2011, and sold in June 2011. Also, the sale of SF Dore, LLC in May 2011, and the pay off of the related mortgage, resulted in an acceleration of the amortization of debt origination fees of approximately $230,000.
Provision for losses on loans/allowance for loan losses
The provision for losses on loans is primarily driven by the specific reserves maintained in the allowance for loan losses, associated with impaired loans as analyzed each quarter. A recovery of previous provisions was required forThe substantial provision in the three and six month periods ending Juneperiod ended September 30, 2011, compared2010 was due to a required provisionloans that were or became collateral dependent, went to non-accrual status, and/or were being considered for the same periods in 2011.foreclosure due to borrower nonperformance.
AllowanceSee Notes 4 (Loans) and 5 (Allowance for Loan Losses) to the financial statements included in Part I, Item 1 of this report for detailed presentations of loan balances, activity, and characteristics, and the corresponding data regarding the allowance for loan losses activity is presented in the following table ($ in thousands).
| | Six months ended June 30, | |
| | 2011 | | | 2010 | |
Balance, beginning of year | | $ | 89,200 | | | $ | 23,086 | |
| | | | | | | | |
Provision/(recovery) for loan losses | | | (1,262 | ) | | | 12,302 | |
| | | | | | | | |
Charge-offs, net | | | | | | | | |
Charge-offs | | | (8,708 | ) | | | (570 | ) |
Recoveries | | | — | | | | — | |
Charge-offs, net | | | (8,708 | ) | | | (570 | ) |
| | | | | | | | |
Balance, June 30 | | $ | 79,230 | | | $ | 34,818 | |
| | | | | | | | |
Specific reserves | | $ | 75,701 | | | $ | 31,169 | |
General reserves | | | 3,529 | | | | 3,649 | |
Balance, June 30 | | $ | 79,230 | | | $ | 34,818 | |
| | | | | | | | |
Ratio of charge-offs, net during the period to average secured loans outstanding during the period | | | 4.43 | % | | | 0.23 | % |
Secured loans designated as impaired loans are summarized in the following table at and for the six months ended June 30, 2011 and for the year ended December 31, 2010 ($ in thousands).
| | June 30, | | | December 31, | |
| | 2011 | | | 2010 | |
Principal | | $ | 161,818 | | | $ | 180,242 | |
Recorded investment (1) | | $ | 192,079 | | | $ | 211,236 | |
Impaired loans without allowance | | $ | 35,838 | | | $ | 39,354 | |
Impaired loans with allowance | | $ | 156,241 | | | $ | 171,882 | |
Allowance for loan losses, impaired loans | | $ | 75,701 | | | $ | 87,364 | |
| (1) | Recorded investment is the sum of principal, advances, and interest accrued for financial reporting purposes. |
Impaired loans had the average balances and interest income recognized and received in cash as presented in the following table ($ in thousands).
| | June 30, | | | December 31, | |
| | 2011 | | | 2010 | |
Average recorded investment | | $ | 201,658 | | | $ | 192,706 | |
Interest income recognized | | $ | 289 | | | $ | 1,379 | |
Interest income received in cash | | $ | 153 | | | $ | 1,521 | |
Modifications and troubled debt restructurings
During the six months ended June 30, 2011, the partnership modified three loans by extending the maturity date, lowering the interest rate, deferring some payments or reducing the monthly payment. Two of the modified loans qualified as a troubled debt restructuring under GAAP resulting in a loss of approximately $63,000.losses.
Operating Expenses
The increases in mortgage servicing fees for the three and sixnine month periods ended JuneSeptember 30, 2011, compared to the same periods in 2010 were due to amounts recorded in 2011 for servicing fees not accrued on impaired loans in prior periods. In prior periods, servicing fees on impaired loans were recognized when paid, either at the time the loan was paid or a foreclosure sale was completed.
The increase in costs from RMC for the three and sixnine month periods ended JuneSeptember 30, 2011, compared to the same periods in 2010 were due to reimbursement of qualifying charges permitted in the partnership agreement. In 2010, RMC did not request reimbursement for all costs qualifying for reimbursement, which it may do from time to time in its sole discretion.
The decrease in professional services for the three month period ended JuneSeptember 30, 2011, compared to the same period in 2010 was primarily due to a reduced need for consultants related to the secured loan and SEC matters of $27,000.$136,000. The decrease in professional services for the sixnine month period ended JuneSeptember 30, 2011, compared to the same period in 2010 was primarily due to a reduced need for accounting services, audits and tax return processing of $238,000.$291,000.
The increase in rental operations for the three and sixnine month periods ended JuneSeptember 30, 2011 compared to the same periods in 2010 is attributable to the partnership’s acquisition, since JuneSeptember 30, 2010, of seventwelve additional properties, which the general partners determined, at the time of acquisition, would best serve the partnership at such time to be rented rather than sold (one was sold in February 2011, and another in April 2011, as the market for these properties had improved). The properties range from a single condominium unit up to a 126257 unit condominium complex, along with a detached single-family residence and commercial property. Independent, professional management firms were engaged to oversee operations at each of the larger or complex properties.
Operating expenses of rental operations and depreciation of rental properties are presented in the following table for the three and sixnine months ended JuneSeptember 30 ($ in thousands).
| | Three months ended June 30, | | | Six months ended June 30, | | Three months ended September 30, | | Nine months ended September 30, | |
| | 2011 | | | 2010 | | | 2011 | | | 2010 | | 2011 | | 2010 | | 2011 | | 2010 | |
Rental income | | $ | 1,968 | | | $ | 1,658 | | | $ | 4,141 | | | $ | 2,722 | | $ | 2,188 | | $ | 1,765 | | $ | 6,329 | | $ | 4,487 | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
Operating expenses | | | | | | | | | | | | | | | | | | | | | | | | | |
Property taxes | | | 301 | | | | 319 | | | | 601 | | | | 495 | | | 353 | | 274 | | 954 | | 769 | |
Management, administration and insurance | | | 622 | | | | 394 | | | | 1,097 | | | | 581 | | | 594 | | 271 | | 1,691 | | 852 | |
Utilities, maintenance and other | | | 377 | | | | 945 | | | | 776 | | | | 1,149 | | | 384 | | 118 | | 1,119 | | 1,267 | |
Advertising and promotions | | | 8 | | | | 5 | | | | 19 | | | | 16 | | | 12 | | | 5 | | | 31 | | | 21 | |
Total operating expenses | | | 1,308 | | | | 1,663 | | | | 2,493 | | | | 2,241 | | | 1,343 | | | 668 | | | 3,795 | | | 2,909 | |
Earnings/(loss) before depreciation | | | 660 | | | | (5 | ) | | | 1,648 | | | | 481 | | | 845 | | 1,097 | | 2,534 | | 1,578 | |
Depreciation | | | 436 | | | | 269 | | | | 831 | | | | 615 | | | 439 | | | 384 | | | 1,311 | | | 999 | |
Rental operations, net(1) | | $ | 224 | | | $ | (274 | ) | | $ | 817 | | | $ | (134 | ) | $ | 406 | | $ | 713 | | $ | 1,223 | | $ | 579 | |
| (1) | Interest expense on the mortgages securing the rental property was $773,000$348,000 and $1,325,000$1,673,000 for the three and sixnine month periods ended JuneSeptember 30, 2011, respectively. | |
The increases in real estate owned holding costs for the three month period ended JuneSeptember 30, 2011, compared to the same period in 2010, is primarily due to the increases in the number of REO properties.
The decreasesdecrease in loss on disposal of real estate for the three and six month periodsperiod ended JuneSeptember 30, 2011, compared to the same periodsperiod in 2010, is primarily due to the gain on sale of a condominium buildingsingle-family residence of approximately $67,000. The decrease in Juneloss on disposal of real estate for the nine month period ended September 30, 2011, offsettingcompared to the same period in 2010 is primarily due to the loss in 2010 of $340,000 realized upon the sale of property held by Russian, LLC, as well as losses from other REO sales.the completed sale of two condominium units.
Liquidity and Capital Resources
Historically, the partnership relies upon loan payoffs, borrowers’ mortgage payments, rents, and sale of real estate owned for the source of funds for new loans, partnership operations, and partner distributions and liquidations.
Beginning with the worldwide financial crisis in 2008, and on-going into 2011, the combination of the general economic conditions, the constrained credit and financial markets, the distressed real estate markets, and the terms and the conditions of the amended and restated loan agreement (and the preceding forbearance agreement) resulted in significant changes to the lending and business operations of the partnership, as well as to its balance sheet, results of operations and cash flows.
As of October 18, 2010, the partnership and the banks entered into an amended and restated loan agreement. The significant terms and conditions in the amended loan agreement include: 1) an extended maturity date of June 30, 2012; with continuing scheduled pay downs of the loan amount to maturity; 2) an interest rate of Prime plus 1.5% subject to a floor of 5.0%; 3) an annual facility fee (payable quarterly) of 0.5%; 4) required remittance to the banks of 70% of net proceeds from the sale or refinance of REO and/or net proceeds from loan payoffs in excess of $5 million; 5) required remittance of cash balances in excess of $12 million; 6) restrictions on use of cash including no new loans with the exception of refinance of existing loans, no expenditures in the ordinary course of business to preserve, maintain, repair, or operate property in excess of $1 million without prior written consent (subject to exclusions for funds set aside for REO projects and servicing of senior liens designated in the loan agreement), limitations on distributions to electing limited partners of an amount not to exceed a distribution rate of 2.1%; 7) a collateral covenant, and 8) a financial covenant. The bank loan balance at JuneSeptember 30, 2011 and December 31, 2010 was $35,000,000$26,750,000 and $50,000,000, respectively. The loan is scheduled to be paid off in June 2012.
Cash received from loan payments, loan payoffs, the sale of real estate owned and third-party mortgages obtained on stabilized properties that we own and are included in REO is predominantly used to pay down the amount outstanding on the bank loan, to make the periodic interest and principal payments on the loan, to protect the security interest in the collateral securing the loans from senior debt and claims, to maintain and develop REO, to meet the operating expenses of the partnership, and to fund periodic payments to limited partners that elected monthly, quarterly and annual distributions.
In the event the downturn in the real estate markets continues or worsens, the disruption in the credit markets is prolonged, or liquidity in the partnership is otherwise further restricted, liquidations will continue to be suspended. For the foreseeable future, the partnership intends to utilize available cash flows to protect its security interests in properties, maintain its real estate holdings, pay down amounts due under its bank loan and on mortgages payable, and maintain operations. It is anticipated liquidation payments will resume only when the partnership’s bank loan is paid in full and cash flows improve to levels that enable the partnership to accomplish these objectives.
Contractual Obligations, Commitments, and Contingencies
Contractual obligations of the partnership are summarized in the following table as of JuneSeptember 30, 2011 ($ in thousands).
Contractual Obligation | | | | | | | | More than | | | | | | | | | More than | |
(principal only) | | Total | | Less than 1 Year | | 1-3 Years | | 3 Years | | | Total | | Less than 1 Year | | 1-3 Years | | 3 Years | |
| | | | | | | | | | | | | | | | | | |
Bank loan, secured | | $ | 35,000 | | $ | 35,000 | | $ | — | | $ | — | | | $ | 26,750 | | $ | 26,750 | | $ | — | | $ | — | |
Mortgages payable | | 30,834 | | 3,249 | | 1,776 | | 25,809 | | | 44,414 | | 17,022 | | 1,776 | | 25,616 | |
Construction contracts | | 200 | | 200 | | — | | — | | | | 200 | | | 200 | | | — | | | — | |
HOA special assessment | | 123 | | 123 | | — | | — | | |
Construction loans | | — | | — | | — | | — | | |
Rehabilitation loans | | | — | | | — | | | — | | | — | | |
Total | | $ | 66,157 | | $ | 38,572 | | $ | 1,776 | | $ | 25,809 | | | $ | 71,364 | | $ | 43,972 | | $ | 1,776 | | $ | 25,616 | |
See Note 4 (Loans) and Note 11 (Commitments and contingencies, other than loan commitments) to the financial statements included in Part I, Item I of this report for a detailed presentation of commitments and contingencies.
Distributions to limited partners
At the time of their subscription to the partnership, limited partners elect either to receive monthly, quarterly or annual cash distributions from the partnership, or to compound earnings in their capital account. If an investor initially elects to receive monthly, quarterly or annual distributions, such election, once made, is irrevocable. If the investor initially elects to compound earnings in his/her capital account, in lieu of cash distributions, the investor may, after three (3) years, change the election and receive monthly, quarterly or annual cash distributions. Earnings allocable to limited partners, who elect to compound earnings in their capital account, will be retained by the partnership for making further loans or for other proper partnership purposes and such amounts will be added to such limited partners’ capital accounts. The percent of limited partnershipspartners electing distribution of allocated net income, if any, by weighted average to total partners’ capital was 53% and 49% at JuneSeptember 30, 2011 and 2010, respectively. Should the amount distributed to limited partners based on estimated net income exceed the full year results of operations, the excess amount distributed would be a return of capital.
Under the terms of the amended and restated loan agreement dated October 2010, distributions to electing limited partners cannot exceed a distribution rate of 2.1%. Accordingly, the partnership is restricted in its ability to increase distributions to the limited partners until the bank loan is repaid in full, which the partnership currently anticipates will occur on or about the scheduled maturity date of June 30, 2012. However, if borrowers continue to default on their loan obligations, if the partnership’s needs for cash increase substantially, or if income flows into the partnership decrease, then the partnership may be unable to service its scheduled debt payments during the loan term or may be unable to repay the bank loan in full on the maturity date. As with the recovery of the real estate market and the economy generally, it is anticipated rebuilding earnings and cash flows will be a slow process. It is not anticipated limited partners will see a quick or large increase in the earnings or distributions within the limitations imposed by the bank loan. Rather, such increases, if any, are anticipated to grow slowly over time as the economy and the state of the partnership improves and the bank loan is repaid. For the three months ended JuneSeptember 30, 2011 and 2010, the partnership distributed $1,269,000made cash distribution of $640,000 and $2,012,000,$983,000, respectively. For the sixnine months ended JuneSeptember 30, 2011 and 2010, the partnership distributed $2,608,000made cash distributions of $2,006,000 and $4,018,000,$2,917,000, respectively.
Withdrawals of limited partners’ capital
The partnership agreement also provides for the limited partners to withdraw their capital account subject to certain limitations and penalties. In March 2009, in response to economic conditions then existing, as to the financial-market crisis, the dysfunction of the credit markets, the distress in the real estate markets, and the expected cash needs of the partnership, the partnership suspended capital liquidations and is not accepting new liquidation requests until further notice.
Under the terms of the amended and restated loan agreement (dated October 2010) withdrawals of limited partners’ capital are not permitted. The bank loan is scheduled to be paid off in June 2012. Liquidation requests of approximately $2,700,000 remained unfulfilled at JuneSeptember 30, 2011 and liquidations for future periods are suspended until future notice.
Liquidation requests submitted to Redwood after March 16, 2009 are not deemed to be accepted, nor do they serve as placeholders for the submitting limited partner. In addition, since March 16, 2009, the partnership significantly reduced the amount of the cash distributions made to the limited partners, who had made the election to receive distributions of their pro-rata share of the net income.
Valuation of partners’ capital as units
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. 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. The amount of partnership earnings each investor is entitled to receive is determined by the ratio 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 FINRA 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 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 units and none is likely to develop. Thus, there is no certainty 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
The United States’ 2011California and national economies give some indication through GDP reports of growth, although slow, giving hope that the economy followed a yearis improving. Growth prospects are offset in some sectors, industries and geographies by the continuing affects of positive quarterly economic activity which ranged from 2.3 percentthe Great Recession. Unemployment improved modestly to 3.9 percent in 2010 as measured by Gross Domestic Product slowed significantly to 0.4 percent and 1.3 percent for the first and second quarters of 2011, respectively. Unemployment which has lingered above 9 percent for three years shows only limited signs of improvement. The Federal government spentnationally, 12 percent within California, and in our primary lending arena, the majority of June and July 2011 wrangling over raising the national debt ceiling and while at the last minute they accomplished the task, the negotiations and contention placed concern upon our government’s abilities to handle its financial affairs. As such, the Standard and Poor’s rating agency lowered the United States’ credit rating for the first time in history. In early August 2011, the fallout from these and other factors reached a crescendo and caused significant turmoil in the financial markets with many indices’ falls exceeding ten percent. The general economic environment is uncertain and shows only limited signs of future improvement.
The Federal Reserve’s stated policy to keep interest rates at zero to 25 basis points until at least 2013 would seem to encourage borrowers to seek financing so as to lock in or take advantage of today’s interest rates. However, in spite of the historically low interest rate environment credit remains incredibly tight and often unattainable for borrowers. As such the deleveraging of America continues as debt is paid off or paid down rather than rolled over at what would be lower carry rates. Loans for real estate continue to be provided almost exclusively by the government sponsored agencies of Fannie Mae, Freddie Mac and FHA. The opportunity for lenders willing to enter the commercial real estate lending market is high as many excellent lending opportunities exist, competition is low, the lack of competition premium is high and the likelihood of future real estate collateral value reductions is less after the real estate value reductions the industry has suffered over the last four years.
The majority of the property securing the company’s loans is located in the nine San Francisco Bay Area, countiesunemployment has declined to approximately 9.5 percent. Limited credit availability remains the norm. There are significant uncertainties with sovereign debt both at home and in Europe and the Los Angeles metropolitan area. As a result the health of the California real estatestock market is a primary concern. Since 2007 values of California real estate have declined significantly from a medianexhibits high in early 2007 of $484,000 to the current median price in July 2011 of $253,000 an approximately 48 percent reduction to the median price. The July 2011 median price of $253,000 is higher than the median price low point of $221,000 in April 2009 but not as high as the most recent median high of $270,000 in June of 2010.volatility.
The number of newcurrent economic environment may continue for a prolonged period, and resale homes sold statewidemarket participants continue to adjust to this “new” normal. Now, would be an excellent time, given limited competition, for those with money to lend and proper underwriting, to be in California during June 2011 was estimated at 38,975 homes and condominiums. California’s average number of home sales for June 2010 was 49,929 and the number of 2011 June home sales was 38,975 an 11.3 percent decline from June 2010. Of the homes sold in June 2011 approximately 50 percent were either a short sale or a lender foreclosed property.
California borrower defaults resulting in lenders filing of a Notice of Default has declined considerably from their high point over the last four years of 135,431 during the first quarter of 2009. For the second quarter of 2011, 53,493 Notices of Default were filed against defaulted borrowers. This was down 17 percent from the first quarter of 2011 and down 19.2 percent form the second quarter of 2010. As these numbers fall the amount of property taken back by lenders and being put to the market will also decline helping to lead to futuremaking real estate price stability and a likely lower amount of real estate inventory.loans that for many years to come should perform at favorable terms.
There are signs that precipitously falling real estate values have ended, which resulted from the financial crisis of 2008 and the ensuing Great Recession of 2009, and that we may be entering a period of real estate price stability. A period such as this is an opportune time to be a real estate lender as borrowers that qualify for a mortgage, particularly under stringent underwriting guidelines, are often the highest performing groups of borrowers. There is less competition from other lenders as they are still sitting on the sidelines or have left the industry altogether. Premium interest rates are achievable with reduced competition. With well collateralized loans at very attractive and highly secured loan to value ratio’s lenders avoid the danger of lending into a bubble market and face limited exposure due to any minor further real estate value declines.
Portfolio Review
See Note 4 (Loans) to the financial statements included in Part I, Item 1 of this report for a detailed presentation on the secured loan portfolio.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not included as the partnership is a smaller reporting company.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
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 (as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934) as of the end of the period covered by this report. Based upon that evaluation, the general partners concluded the partnership’s disclosure controls and procedures were effective.
Changes to Internal Control Over Financial Reporting
There have not been any changes in the partnership’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) under the Exchange Act) during the quarter ended JuneSeptember 30, 2011 that have materially affected, or are reasonably likely to materially affect, the partnership’s internal control over financial reporting.
PART II – OTHER INFORMATION
ITEM 1. Legal Proceedings
In the normal course of business, the partnership may become involved in various types of legal proceedings such as assignment of rents, bankruptcy proceedings, appointment of receivers, unlawful detainers, judicial foreclosure, etc., to enforce provisions of the deeds of trust, collect the debt owed under promissory notes, or to protect, or recoup its investment from real property secured by the deeds of trust and resolve disputes between borrowers, lenders, lien holders and mechanics. None of these actions would typically be of any material importance. As of the date hereof, the partnership is not involved in any legal proceedings other than those that would be considered part of the normal course of business.
ITEM 1A. Risk Factors
Not included as the partnership is a smaller reporting company.
ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds
Not Applicable.
ITEM 3. Defaults Upon Senior Securities
Not Applicable.
ITEM 4. (Removed and Reserved)
ITEM 5. Other Information
None.
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
31.3 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
32.3 Certification of General Partner pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS* XBRL Instance Document
101.SCH* XBRL Taxonomy Extension Schema Document
101.CAL* XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF* XBRL Taxonomy Extension Definition Linkbase Document
101.LAB* XBRL Taxonomy Extension Label Linkbase Document
101.PRE* XBRL Taxonomy Extension Presentation Linkbase Document
* XBRL (Extensible Business Reporting Language) information is furnished and not filed herewith, is not a part of a registration statement of Prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.
PART II – OTHER INFORMATION
ITEM 1. | Legal Proceedings |
| In the normal course of business, the partnership may become involved in various types of legal proceedings such as assignment of rents, bankruptcy proceedings, appointment of receivers, unlawful detainers, judicial foreclosure, etc., to enforce provisions of the deeds of trust, collect the debt owed under promissory notes, or to protect, or recoup its investment from real property secured by the deeds of trust and resolve disputes between borrowers, lenders, lien holders and mechanics. None of these actions would typically be of any material importance. As of the date hereof, the partnership is not involved in any legal proceedings other than those that would be considered part of the normal course of business. |
| |
ITEM 1A. | Risk Factors |
| Not included as the partnership is a smaller reporting company. |
| |
ITEM 2. | Unregistered Sales of Equity Securities and Use of Proceeds |
| Not Applicable. |
| |
ITEM 3. | Defaults Upon Senior Securities |
| Not Applicable. |
| |
ITEM 4. | (Removed and Reserved) |
| |
| |
ITEM 5. | Other Information |
| None. |
| |
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 |
| 31.3 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 |
| 32.3 Certification of General Partner pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| 101.INS* XBRL Instance Document |
| 101.SCH* XBRL Taxonomy Extension Schema Document |
| 101.CAL* XBRL Taxonomy Extension Calculation Linkbase Document |
| 101.DEF* XBRL Taxonomy Extension Definition Linkbase Document |
| 101.LAB* XBRL Taxonomy Extension Label Linkbase Document |
| 101.PRE* XBRL Taxonomy Extension Presentation Linkbase Document |
| |
* XBRL (Extensible Business Reporting Language) information is furnished and not filed herewith, is not a part of a registration statement of Prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections. |
SIGNATURES
Pursuant to the requirements 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.
REDWOOD MORTGAGE INVESTORS VIII |
/S/ Michael R. Burwell | | | | |
Michael R. Burwell | | General Partner | | August 15,November 14, 2011 |
/S/ Michael R. Burwell | | | | |
Michael R. Burwell | | President of Gymno Corporation, (PrincipalLLC, (Principal Executive Officer); Director
of Gymno Corporation LLC Secretary/Treasurer of Gymno Corporation LLC (Principal Financial and
Accounting Officer) | | August 15,November 14, 2011 |
/S/ Michael R. Burwell | | | | |
Michael R. Burwell | | President, Secretary/Treasurer of Redwood Mortgage Corp. (Principal Financial and Accounting Officer); Director of Redwood Mortgage Corp. | | August 15,November 14, 2011 |