As filed with the Securities and Exchange Commission on April 29, 1998 Registration No. 333-13113 SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 POST-EFFECTIVE AMENDMENT NO6 TO FORM S-11 REGISTRATION STATEMENT under THE SECURITIES ACT OF 1933 REDWOOD MORTGAGE INVESTORS VIII, a California Limited Partnership (Exact name of registrant as specified in its charter) CALIFORNIA 6611 94-3158788 (State of other jurisdiction of (Primary Standard Industrial (I.R.S. Employer incorporation or organization) Classification Code Number) Identification No.) 650 El Camino Real, Suite G, Redwood City, California 94063 (650) 365-5341 (Address and telephone number of principal executive offices) 650 El Camino Real, Suite G, Redwood City, California 94063 (650) 365-5341 (Address of principal place of business or intended principal place of business) D. Russell Burwell 650 El Camino Real, Suite G, Redwood City, California 94063 (650) 365-5341 (Name, address, including zip code and telephone number,including area code of agent for service) Copies to: Stephen C. Ryan, Esq. Anne R. Knowles, Esq. Landels Ripley & Diamond, LLP 350 The Embarcadero San Francisco, CA 94105 Approximate date of commencement of proposed sale to public: As soon as practicable after this Registration Statement becomes effective. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: X Supplement No. 4 dated to the Prospectus Dated April 24, 1998 Redwood Mortgage Investors VIII, A California Limited Partnership The following information updates the Prospectus of Redwood Mortgage Investors VIII, a California limited partnership (the "Partnership") dated December 4, 1996, and replaces in their entirety Supplements Number 1, Number 2, and Number 3. This information is part of and must accompany the Prospectus. 1. Summary of Partnership Activities. The Partnership is engaged in business as a mortgage lender, for the primary purpose of making Mortgage Investments secured primarily by first and second deeds of trust on California real estate. The Partnership's initial offering of $15,000,000 of limited partnership units (the Units) commenced in February 1993. The initial offering was fully subscribed and closed on October 31, 1996. At the time the offering was closed, the Partnership had received a total of $14,932,017 of subscriptions. In connection with its initial offering, the Partnership incurred approximately $12,500 in organizational and offering costs and $569,865 in syndication costs, which was less than anticipated. (See section of the original prospectus dated May 19, 1993 and the supplements thereto entitled SOURCES AND USES OF PROCEEDS). The General Partners elected in September, 1996, to continue the offering of Units in the Partnership in order to increase the Partnerships mortgage investment portfolio, thereby increasing diversity and adding additional safety to the portfolio. The Partnerships second offering of $30,000,000 of Units commenced in December, 1996. As this new offering is part of the Partnerships ongoing business, there is no escrow and all proceeds from the sale of Units are paid directly to the Partnership. As of December 31, 1997, the Partnership had received $5,557,659 of subscriptions in connection with its second offering bringing total aggregate subscriptions to $20,489,676. As set forth below in the section of this Supplement entitled Description of Open Loans for the Partnership as of December 31, 1997 the Partnership had outstanding Mortgage Investments with a total principal balance of $25,304,989. As of December 31, 1997, the Partnership had, in connection with its second offering of $30,000,000 of Units, incurred approximately $0.00 in organizational costs and $291,166 in syndication costs. As of the date of this Supplement, there have been no adverse business developments or conditions in the Partnership, or any prior limited partnerships, that would be material to a prospective investor. 2. Financial Statements. The Financial Statements of the Partnership included in this Supplement as Attachment III have been audited by Parodi & Cropper, independent auditors, as of December 31, 1997. Additionally, the financial statements of Gymno Corporation, the corporate general partner, have been updated to December 31, 1997, and, 1996, are included as Attachment IV. 3. Plan of Distribution. As described in the Prospectus, sales commissions are not paid directly by the Partnership out of the offering proceeds. Instead, the Partnership lends to Redwood Home Loan Company doing business as Redwood Mortgage, an affiliate of the General Partners, funds from the offering proceeds equal to the sales commission. For ease of reference, the loan is referred to as the "Formation Loan". (See, section of the Prospectus entitled "RISKS - Formation Loan" and "PLAN OF DISTRIBUTION - Formation Loan"). The initial Formation Loan (the First Formation Loan) made in connection with the initial offering of $15,000,000, is unsecured and is to be repaid in ten (10) equal annual installments of principal, without interest, commencing on December 31 of the year in which the offering terminates, which in connection with the initial offering of $15,000,000 was December 31, 1996. In connection with the First Formation Loan, as of December 31, 1996, the Partnership has lent $1,074,840 to Redwood Mortgage from the offering proceeds to pay sales commissions and $124,042 had been repaid. In connection with the ongoing Offering of $30,000,000, the Formation Loan (the Second Formation Loan) during the offering period will be repaid in annual installments of one-tenth of the principal balance of the Formation Loan as of December 31 of each year. Such payment shall be due and payable by December 31 of the following year with the first payment due by December 31, 1997. Upon the completion of the offering, the balance of the Formation Loan will be repaid in ten (10) equal annual installments of principal, without interest, commencing on December 31 of the year following the year the offering terminates. As of, December 31, 1997, the Partnership, in connection with the Second Formation Loan, had lent $435,895 to Redwood Mortgage from the offering proceeds to pay sales commissions. The General Partners may accept unsolicited orders for Units directly from an Investor who did not utilize the services of a Participating Broker Dealer, but instead utilized the services of a registered investment advisor. In connection with such sales, Redwood Mortgage will pay to the Partnership, an amount equal to the sales commissions otherwise attributable to a sale of a Unit through a Participating Broker Dealer. The Partnership will in turn credit such amounts received by Redwood Mortgage to the account of the Investor who placed the unsolicited order. Investors who acquire Units directly from the Partnership will have the election, in their subscription document, to authorize the Partnership to pay their registered investment advisor an estimated quarterly amount of no more than 2% annually of the Investor's Capital Account that would otherwise be paid to the Investor as Periodic Cash Distributions or compounded as Earnings ("Client Fees"). In the event that the Investor has elected to compound Earnings, then the amount of the Earnings reinvested by such Investor will be reduced by an amount equal to the amount of the Client Fees paid. Thus, the amount of the Periodic Cash Distributions paid or the amount of Earnings compounded will be less for investors who elect to pay Client Fees through the Partnership. The authorization to pay Client Fees is solely at the election of the Investor and is not a requirement of investment. All Client Fees paid will be paid from those amounts that would otherwise be paid to the Investor or compounded in his capital account. The payment of all Client Fees is noncumulative and subject to the availability of sufficient Earnings in the Capital Account of the Investor to make such payments. In no event will any such fees be paid by the Partnership as sales commissions or other compensation. The Partnership is merely agreeing to pay to the registered investment advisor, as an administrative convenience to the Investor, those amounts that would otherwise be paid to the Investor. In no event will the total of all compensation including sales commissions, expense reimbursements, sales seminar and/or due diligence expenses exceed ten percent (10%) of the program proceeds received plus an additional one-half percent (0.5%) for bona fide due diligence expenses as set forth in Rule 2810 of the NASD Conduct Rules. All registered investment advisors will represent and warrant to the Partnership that, among other things, that the investment in the Units is suitable for the Investor, that he has informed the Investor of all pertinent facts relating to the liquidity and marketability of Units, and that if he is affiliated with an NASD registered broker or dealer, that all Client Fees received by him in connection with this transaction will be run through the books and records of the NASD member in compliance with Notice to Members 96-33 and Rules 3030 and 3040 of the NASD Conduct Rules. 4. Terms of the Offering. As of October 31, 1996, the initial offering of $15,000,000 of limited partnership units was closed. At the time the offering was closed the Partnership had received a total of $14,932,017 of subscriptions. The General Partners elected in September, 1996, to continue the offering of Units. The Partnerships second offering of $30,000,000 of Units commenced in December, 1996. As this new offering is part of the Partnerships ongoing business, there is no escrow and all proceeds from the sale of Units is paid directly to the Partnership. As of December 31, 1997, the Partnership had received a total of $5,557,659 in new subscriptions in connection with its second offering. The aggregate combined subscriptions total $20,489,676. 5. Compensation of General Partners. For the period from inception to December 31, 1997, the General Partners and their Affiliates have received the following compensation. (See, section of the Prospectus entitled "COMPENSATION OF THE GENERAL PARTNERS AND AFFILIATES"). (a) Compensation of General Partners and Affiliates by Partnership. - ------------------------------------------------------------------- ------------ Entity Receiving Description of Compensation Amount Compensation - ------------------------------------------------------------------- ------------ Redwood Mortgage Mortgage Servicing Fee for Servicing Mortgage Investments $465,688 - --------------------- -------------------------------------------- ------------ General Partner Asset Management Fee for managing assets $59,704 - ------------------------------------------------------------------ ------------ General Partner 1% interest in profits, losses and distributions of cash available for distribution $39,356 - --------------------- --------------------------------------------- ------------ (b) Fees Paid by Borrowers on Mortgage Investments to Affiliates of the General Partners. - ----------------------------------------------------------------- ------------ Entity Receiving Description of Compensation Amount Compensation - --------------------- -------------------------------------------- ------------ Redwood Mortgage Mortgage Brokerage Commission for services in connection with review, selection, evaluation. $1,883,329 - --------------------- --------------------------------------------- ------------ Redwood Mortgage Processing and Escrow Fees for services in connection with notary, document preparation, credit investigation and escrow fees. $45,244 - --------------------- ---------------------------------------------------------- 6. Description of Open Mortgage Investments For The Partnership As Of December 31, 1997. As ofDecember 31, 1997, the Partnership had outstanding fifty five(55) Mortgage Investments with a principal outstanding balance totalling $25,304,989. The original amount of the outstanding Mortgage Investments was $28,678,280. The following chart summarizes the original principal amounts and characteristics of Mortgage Investments made by the Partnership up through December 31, 1997. Amount of Mortgage Appraised 1st Mort. at 2nd Mort. At Investment at Value at Loan to Value County Funding Funding Funding Funding Ratio at Funding - ------------------ ----------------- --------------- --------------------- --------------- ----------------- Single Family Residences (county) - ------------------------------------ -------- -------- ----------------- ----------------- ----------------- San Francisco 2 $ 266,462 0 $ 39,000 $ 411,000 74.32% Contra Costa 2 255,604 0 62,500 452,500 70.30% Santa Clara 2 574,306 0 98,969 968,400 69.52% Contra Costa 1 0 0 50,000 75,158 66.53% San Mateo 3 111,952 16,000 46,400 238,000 73.26% Sonoma 2 87,236 0 65,000 250,611 60.75% Santa Clara 2 351,366 0 100,000 663,333 68.05% El Dorado 2 37,236 0 130,000 244,361 68.44% San Mateo 1 0 0 130,000 175,484 74.08% San Francisco 1 0 0 65,000 195,000 33.33% San Mateo 1 0 0 196,800 319,000 61.69% San Francisco 1 0 0 70,125 100,179 70.00% Alameda 1 0 0 300,000 477,499 62.83% Sonoma 2 63,244 0 93,400 210,000 74.59% San Mateo 2 166,610 0 100,000 470,000 56.73% Alameda 2 163,709 0 50,000 340,000 62.86% Alameda 1 0 0 60,000 136,000 44.12% Santa Clara 2 578,690 0 250,000 1,160,000 71.44% San Mateo 2 220,349 0 40,000 325,000 80.11% San Mateo 2 346,881 0 215,000 700,000 80.27% San Mateo 1 0 0 132,000 165,000 80.00% San Mateo 2 132,000 0 50,000 320,000 56.88% San Mateo 2 139,663 0 65,000 290,000 70.57% San Mateo 2 44,605 0 40,000 455,000 18.59% San Francisco 2 820,713 0 175,000 1,422,000 70.02% San Francisco 1 0 0 171,974 395,000 43.54% San Francisco 2 1,060,486 0 325,000 2,000,000 69.27% Sonoma 1 0 0 151,875 202,500 75.00% Monterey 1 0 0 245,000 350,000 70.00% San Mateo 2 259,886 0 80,000 430,000 79.04% Marin 2 195,062 0 50,000 455,000 53.86% Alameda 2 74,551 0 66,000 265,000 53.04% Santa Clara 2 201,638 0 293,000 715,000 69.18% Stanislaus 1 0 0 50,000 130,000 38.46% San Francisco 2 395,597 0 250,000 1,075,000 60.06% Marin 1 0 0 770,000 1,650,000 46.67% San Mateo 1 0 0 225,000 370,000 60.81% Alameda 1 0 0 59,000 112,500 52.44% San Mateo 1 0 0 300,000 400,000 75.00% San Mateo 3 346,092 215,000 58,500 837,500 73.98% San Francisco 1 0 0 105,000 140,000 75.00% San Francisco 2 150,301 0 125,000 455,000 60.51% San Mateo 1 0 0 530,000 730,000 72.60% San Mateo 1 0 0 325,000 460,000 70.65% Marin 1 0 0 910,000 186,000 48.92% Mendocino 1 0 0 125,000 660,000 18.94% San Mateo 1 0 0 65,000 165,000 39.39% San Mateo 2 372,417 0 445,000 1,095,000 74.65% Amount of Mortgage 1st Mort. at 2nd Mort. At Investment at Appraised Value Loan to Value County Funding Funding Funding at Funding Ratio at Funding - ------------------ ----------------- ----------------- ----------------- ----------------- ----------------- Single Family Residences (county) (continued) - ------------------------------------ -------- -------- ----------------- ----------------- ----------------- Contra Costa 1 0 0 37,500 50,000 75.00% San Francisco 1 0 0 420,000 580,000 72.41% Alameda 2 262,342 0 50,000 405,000 77.12% Marin 2 910,000 0 120,000 1,860,000 55.38% San Francisco 1 0 0 390,000 565,000 69.03% Monterey 2 350,668 0 700,000 1,570,000 60.55% San Francisco 1 0 0 579,300 800,000 72.41% San Francisco 2 579,300 0 1,320,000 2,450,000 77.52% San Francisco 2 210,000 0 561,750 1,102,500 70.00% San Mateo 1 0 0 250,000 435,000 57.47% San Francisco 1 0 0 2,400,000 3,403,034 70.53% Marin 1 0 0 1,300,000 1,770,000 73.45% Alameda 1 0 0 690,000 1,249,500 55.22% - ------------------ ----------------- ----------------- ----------------- ----------------- ----------------- Amount of Mortgage 1st Mort. at 2nd Mort. At Investment at Appraised Value Loan to Value County Funding Funding Funding at Funding Ratio at Funding - ------------------ ----------------- ----------------- ----------------- ----------------- ----------------- Multiple Units - ------------------------------------ -------- -------- ----------------- ----------------- ----------------- - ------------------ ----------------- ----------------- ----------------- ----------------- ----------------- Contra Costa 2 $ 2,638,835 0 662,000 4,829,023 68.35% San Joaquin 2 713,917 0 200,000 1,270,000 71.96% Contra Costa 2 775,649 0 350,000 2,030,000 55.45% San Francisco 1 0 0 400,000 583,333 68.57% Alameda 2 308,000 0 13,000 510,000 62.94% San Francisco 1 0 0 200,000 450,000 44.44% San Joaquin 2 1,773,424 0 385,000 3,132,500 68.90% San Mateo 1 0 0 425,000 900,000 47.22% San Francisco 1 0 0 883,750 1,932,500 45.73% San Francisco 2 883,750 0 1,427,500 3,225,000 71.67% Alameda 2 6,714,769 0 1,800,000 11,780,270 72.28% San Mateo 1 0 0 945,000 1,450,000 65.17% San Mateo 1 0 0 2,200,000 3,470,000 63.40% - ------------------ ----------------- ----------------- ----------------- ----------------- ----------------- Amount of Mortgage 1st Mort. at 2nd Mort. At Investment at Appraised Value Loan to Value County Funding Funding Funding at Funding Ratio at Funding - ------------------ ----------------- ----------------- ----------------- ----------------- ----------------- Commercial Properties (County) - ------------------------------------ -------- -------- ----------------- ----------------- ----------------- Alameda 2 $ 343,536 0 114,000 640,000 71.49% San Francisco 2 295,872 0 99,000 607,895 64.96% Merced 1 0 0 45,000 175,000 25.71% Alameda 1 0 0 82,500 130,000 63.46% Sacramento 2 846,019 0 67,500 1,343,500 68.00% San Francisco 2 11,864 0 200,000 428,333 49.62% Alameda 1 0 0 192,500 256,667 75.00% Santa Clara 1 0 0 390,000 585,000 66.67% Tuolumne 1 0 0 99,724 285,714 34.90% San Mateo 1 0 0 280,000 480,000 58.33% San Mateo 2 4,128,000 0 600,000 6,960,000 67.93% Alameda 1 0 0 310,000 730,000 42.47% Santa Clara 2 112,643 500,000 980,000 62.51% Santa Clara 1 0 0 50,000 191,111 26.16% Santa Barbara 1 0 0 425,000 850,000 50.00% San Mateo 2 1,450,000 0 250,000 3,179,000 53.48% Nevada 1 0 0 59,500 85,000 70.00% San Mateo 1 0 0 225,000 399,706 56.29% Alameda 1 0 0 410,000 700,000 58.57% Santa Clara 1 0 0 50,000 191,111 26.16% Fresno 1 0 0 130,000 225,000 57.78% San Mateo 2 1,500,000 0 375,000 2,725,000 68.81% Alameda 2 290,711 0 60,000 610,000 57.49% Santa Clara 3 5,188,689 70,458 950,000 8,130,417 76.37% San Joaquin 1 0 0 320,000 570,000 56.14% Contra Costa 1 0 0 104,000 190,000 54.74% San Mateo 1 0 0 700,000 2,550,000 27.45% Santa Clara 2 5,492,794 0 955,000 8,665,033 74.41% San Mateo 1 0 0 75,000 265,000 28.30% Santa Clara 2 5,492,788 0 955,000 9,665,032 74.41% San Luis Obispo 3 214,088 360,000 300,000 1,968,000 44.42% Santa Clara 2 6,000,000 0 800,000 8,650,000 78.61% San Mateo 2 74,754 0 65,000 265,000 52.74% San Francisco 1 0 0 975,000 1,950,000 50.00% Santa Clara 2 468,000 0 18,000 585,000 83.08% Stanislaus 2 273,795 0 1,450,000 4,829,613 35.69% San Francisco 1 0 0 700,000 2,100,000 33.33% San Mateo 1 0 0 370,000 495,000 74.75% Alameda 1 0 0 2,100,000 4,500,000 46.67% San Mateo 1 0 0 400,000 600,000 66.67% San Francisco 1 0 0 1,350,000 2,432,500 55.50% San Francisco 1 0 0 150,000 1,440,000 10.42% San Francisco 1 0 0 325,000 595,000 54.62% Solano 1 0 0 480,000 1,885,000 25.46% Alameda 2 156,750 0 169,555 568,125 57.43% San Francisco 3 972,234 885,000 50,000 2,750,000 69.35% San Francisco 2 973,900 0 885,000 2,750,000 67.60% Alameda 1 0 0 1,075,000 1,440,094 74.65% - -------------------- --------------- ----------------- ----------------- ----------------- ----------------- <FN> 1 Indicates a First Deed of Trust on the property. 2 Indicates a Second Deed of Trust on the property. 3 Indicates a Third Deed of Trust on the property. </FN> MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS On December 31, 1997, the Partnership was in the offering stage of its second offering of ($30,000,000). Contributed capital from Limited Partners totalled $14,932,017 for the first offering and $5,557,659 for the second offering with an aggregate of $20,489,676. Of this amount, $0 remained in applicant status. Accordingly, together with initial approved offering of $15,000,000 the Partnership has approval for an aggregate offering of $45,000,000 in Units of $100 each. At December 31, 1997, the Partnerships Mortgage Investments outstanding totalled $25,304,989. The primary reason for an increase in Mortgage Investments Outstanding from $6,484,707 in 1994, to $12,047,252 in 1995, to $15,642,990 in 1996, and to $25,304,989 was the additional capital admitted to the Partnership through sale of Limited Partnership Units. Additional Partners Capital contributions totalled $4,508,824, $3,834,799, $3,863,536 and $5,565,372 and the reinvestment of earnings by partners who have elected to reinvest earnings have totalled $239,956, $524,988, $800,218 and $1,119,465 for the years ended December 31, 1994, December 31, 1995, December 31, 1996 and December 31, 1997, respectively. To a lesser extent, Mortgage Investments outstanding have also increased through the utilization of the Partnerships line of credit. The effect of more outstanding Mortgage Investments raised the interest earned on Mortgage Investments for the years ended December 31, 1994, 1995, 1996 and 1997, to $480,110, $1,031,029, $1,718,208 and $2,613,008 respectively. Interest rates on Mortgage Investments ranged from 8.00% to 14.00%. The Partnership began funding Mortgage Investments on April 14, 1993 and as of December 31, 1997, distributed earnings at an average annualized yield of 8.36%. Currently, mortgage interest rates have decreased from those prevalent at the inception of the Partnership. New loans will be originated at these lower interest rates which will reduce the average return across the entire Mortgage Investment portfolio held by the Partnership. In the future, interest rates likely will change from their current levels. The General Partners cannot at this time predict at what levels interest rates will be in the future. Although the rates charged by the Partnership are influenced by the level of interest rates in the market, the General Partners do not anticipate that rates charged by the Partnership to its borrowers will change significantly from the beginning of 1997 over the next 12 months. Based upon the rates payable in connection with the existing Mortgage Investments, the current and anticipated interest rates to be charged by the Partnership and the General Partners experience, the General Partners anticipate that the annualized yield will range between eight & nine percent (8% - 9%). During 1994, the Partnership did not have a credit line; therefore Interest on Note Payable-Bank was -0-. In 1995, the Partnership established a line of credit with a commercial bank secured by its Mortgage Investments and has increased the limit from $3,000,000 to $6,000,000. For the years ended 1995, 1996 and December 31, 1997, interest on Note Payable-Bank was $25,889, $188,635 and $340,633 respectively. The primary reason for this increase during 1996, was that the Partnership did not have access to the credit facility until September, 1995. For 1997, the increase in interest on notes payable-Bank has been attributed to a higher overall credit facility utilization. Currently, the Partnership has borrowed $5,640,000 at an interest rate of prime + 1/2%. This facility could increase as the Partnerships capital increases. This added source of funds will help in maximizing the Partnership yield by allowing the Partnership to minimize the amount of funds in lower yield investment accounts when appropriate Mortgage Investments are not currently available. Additionally, the Mortgage Investments made by the Partnership bear interest at a rate in excess of the rate payable to the bank which extended the line of credit, the amount to be retained by the Partnership, after payment of the line of credit cost, will be greater than without the use of the line of credit. As of December 31, 1997, the balance remained at $5,640,000 and in accordance with the line of credit, the Partnership paid all accrued interest as of that date. The Partnerships income and expenses, accruals and delinquencies are within the normal range of the General Partners expectations, based upon their experience in managing similar partnerships over the last twenty years. Borrowers foreclosures, as set forth under Results of Operations, are a normal aspect of Partnership operations and the General Partners anticipate that they will not have a material effect on liquidity. Cash is constantly being generated from interest earnings, late charges, pre-payment penalties, amortization of principal and pay-off on Mortgage Investments. Currently, cash flow exceeds Partnership expenses and earnings payout requirements. As Mortgage Investment opportunities become available, excess cash and available funds are invested in new Mortgage Investments. The General Partners regularly review the Mortgage Investments portfolio, examining the status of delinquencies, the underlying collateral securing these Mortgage Investments, borrowers payment records, etc. Data from the local real estate market and of the national and local economy are reviewed. Based upon this information and other data, loss reserves are increased or decreased. In 1995, 1996, and 1997, the Partnership made provisions for doubtful accounts of $26,032, $55,383, and $139,804, respectively. These provisions for doubtful accounts were made primarily as a prudent action to guard against unidentified collection losses. The provision for doubtful accounts as of December 31, 1997, of $257,500 is considered by the General Partners to be adequate. Because of the number of variables involved, the magnitude of the swings possible and the General Partners inability to control many of these factors actual results may and do sometimes differ significantly from estimates made by the General Partners. Its now clear the Northern California recession reached bottom in 1993. Since then, the California economy has been improving, slowly at first, but now, more vigorously. This improvement is reflected in increasing property values, in job growth, personal income growth, etc., which all translates into more loan activity, which of course, is healthy for lending activity. At the time of subscription to the Partnership, Limited Partners make an irrevocable decision to either take distributions of earnings monthly, quarterly or annually or to compound earnings in their capital account. For the years ended December 31, 1995, December 31, 1996, and December 31, 1997, the Partnership made distributions of earnings to Limited Partners after allocation of syndication costs of, $303,477, $418,380 and $495,480 respectively. Distribution of Earnings to Limited Partners after allocation of syndication costs for the years ended December 31, 1995, December 31, 1996 and December 31, 1997, to Limited Partners capital accounts and not withdrawn was $524,988, $800,218 and $1,119,465 respectively. As of December 31, 1995, December 31, 1996 and December 31, 1997, Limited Partners electing to withdraw earnings represented 40%, 34% and 30% respectively of the Limited Partners outstanding capital accounts. The decreases in percentage of Limited Partners electing to withdraw earnings is due to an increase in percent of new Limited Partners choosing to compound earnings and the dilution effect occurring when compounding Limited Partners capital accounts grow through earnings reinvestment compared to Limited Partners that have chosen to liquidate earnings. The Partnership also allows the Limited Partners to withdraw their capital account subject to certain limitations (see liquidation provisions of Partnership Agreement). Once a Limited Partners initial five year hold period has passed the General Partners expect to see an increase in liquidations due to the ability of Limited Partners to withdraw without penalty. This ability to withdraw five years after a Limited Partners investment has the effect of providing Limited Partner liquidity which the General Partners then expect a portion of the Limited Partners to avail themselves of. This has the anticipated effect of the Partnership growing, primarily through reinvestment of earnings in years one through five. The General Partners expect to see increasing numbers of Limited Partner withdrawals in years five through eleven, at which time the bulk of those Limited Partners who have sought withdrawal have been liquidated. After year eleven, liquidation generally subsides and the Partnership capital again tends to increase through earnings reinvestment. Since the five year hold period has yet to expire, as of December 31, 1997, Limited Partners may not as yet avail themselves of this provision for liquidation. Additionally, Limited Partners may withdraw over a period of one year subject to certain limitations and penalties. For the years ended December 31, 1995, December 31, 1996, and December 31, 1997, $5,640, $146,755 and $132,619 respectively were liquidated subject to the 10% penalty for early withdrawal. These withdrawals are within the normally anticipated range that the General Partners would expect in their experience in this and other partnerships. The General Partners expect that a small percentage of Limited Partners will elect to liquidate their capital accounts over one year with a 10% early withdrawal penalty. In originally conceiving the Partnership, the General Partners wanted to provide Limited Partners needing their capital returned a degree of liquidity. Generally, Limited Partners electing to withdraw over one year need to liquidate investment to raise cash. The trend the Partnership is experiencing in withdrawals by Limited Partners electing a one year liquidation program represents a small percentage of Limited Partner capital as of December 31, 1995, December 31, 1996 and December 31, 1997, respectively and is expected by the General Partners to commonly occur at these levels. 8. Experts. The Financial Statements of the Partnership as of December 31, 1997, and of the Corporate General Partner, Gymno Corporation, as of December 31, 1997, included herein, have been examined by Parodi & Cropper, independent certified public accountants as set forth in their report thereon appearing elsewhere herein and have been included herein in reliance on such reports and authority of such firm as experts in accounting and auditing. Financial Statements of the Partnership as of December 31, 1997, are audited. (see section of the Prospectus entitled Managements Discussion and Analysis of Financial Condition and Results of Operation). 9. Prior Program Mortgage Investments and Prior Program Mortgage Investments Summaries. Tables I and II of the Prior Performance Tables set forth in Appendix I of the Prospectus have been updated to provide information as of December 31, 1997, and are included on the following pages of this Supplement as Attachment I. The Prior Program Mortgage Investments Summaries set forth on pages 42 and 43 have been updated to provide information as of December 31, 1997, and are attached to this Supplement No. 3 as Attachment II. 10. Geographic Area of Lending Activity: The Partnership will invest in Deeds of Trust secured by property located in California. The General Partners anticipate that approximately 75% of the Partnerships Mortgage Investments will be secured by Deeds of Trust on properties located in the San Francisco Bay Area. (The counties composing the San Francisco Bay Area are San Francisco County, San Mateo County, Santa Clara County, Marin County, Alameda County and Contra Costa County). As of 12/31/97, 84.4% of the Partnership's Mortgage Investments are secured by Deeds of Trust on properties in the San Francisco Bay Area. The remaining Mortgage Investments are located in California. The economy of a lending area is an important factor in protecting real estate value. The San Francisco Bay Area has an aggregate population of over 3.5 million people, a broad diversified economic base, an expanding working population and a minimum of buildable sites. The General Partners believe these factors contribute to a more stable market for real estate. Although the general real estate market in California like most of the country, suffered a decline in property values during the early 1990s, the California real estate property values have improved somewhat beginning in 1995. The General Partners believe the strength of the California economy especially in the Bay Area, will continue to protect real estate values over the longer term. Over the last 30 months the number of seriously delinquent mortgages, that is, mortgages more than 90 days past due, reported by many of the largest California lenders has decreased. This decrease indicates, as predicted by the General Partners, that the California economy, especially Northern California, is improving. The Federal Reserve Bank of San Francisco has recently reported an increased demand for business credit. Over the last thirty months large banks in California have reported an increase in demand for business loans from middle market borrowers for inventory financing and investment purposes. Smaller banks are also reporting an increase in demand for business loans. Commercial and consumer loan growth rates in California exceeded last years. This increase in consumer and business loans reflects increased business activity, an improving economy and increased confidence among employers. This increased confidence and business activity has also been reflected in the real estate market. Real estate loans outstanding exceeded their year-earlier levels, marking this the third positive year-over-year increase. ATTACHMENT I to SUPPLEMENT NO. 4 DATED APRIL 24, 1998 UPDATED PRIOR PERFORMANCE TABLES The prior performance tables as referenced in the Prior Performance Summary of the Prospectus present information on programs previously sponsored by the General Partners. The purpose of the tables is to provide information on the performance of these partnerships to assist prospective investors in evaluating the experience of the General Partners as sponsors of such partnerships. While none of the information represents activities of an entity whose investment objectives and criteria are identical to the Partnership, in the opinion of the General Partners all of the partnerships included in the tables had investment objectives which were similar to those of the Partnership. Factors considered in making such determination included the type of investments, expected benefits from investment and structure of the programs. Each of such prior programs had the following objectives: (i) annual distributions of cash or credits to a Partner's capital account for additional Mortgage Investments; and (ii) preservation of the Partnership's capital. Redwood Mortgage Investors VI, Redwood Mortgage Investors VII, and the Partnership differ from the prior programs in that they will amortize organizational costs over a five (5) year period instead of a ten (10) year period and will invest in a greater percentage of first deeds of trust. In addition, the Partnership's Loan Servicing Fees may be slightly higher and interest earned on the Mortgage Investments made by the partnership will differ due to economic considerations and other factors at the present time. Accordingly, such prior programs differed in certain respects from the Partnership, and inclusion of these tables does not imply that investors of the Partnership will experience results comparable to those experienced in the partnerships referred to in the tables. The updated tables consist of: Table I Experience in Raising and Investing Funds. Table II Compensation to General Partners and Affiliates. Table III Operating Results of Prior Limited Partnerships. Table V Payment of Mortgage Investments. Persons who purchase Interests in the Partnership will not thereby acquire any ownership interest in any of the partnerships to which these tables relate. The inclusion of the following tables in the Prospectus does not imply that the Partnership will make investments comparable to those reflected in the tables with respect to cash flow, income tax consequences available to investors, or other factors, nor does it imply that they will experience returns, if any, comparable to those experienced by investors in the partnerships referred to below. The General Partners have sponsored two (2) other public programs registered with the Securities and Exchange Commission. Therefore, the following tables also include information about prior non-public programs whose investment objectives are similar to those of the Partnership. These partnerships were offered without registration under the Securities Act of 1933 in reliance upon the intrastate offering exemption from the registration requirements thereunder and/or the exemption for transactions not involving a public offering. Additional information regarding the Description of Open Loans of Prior Limited Partnerships is provided in Table VI in Part II of this Registration Statement. The Partnership will furnish without charge to each person to whom this Prospectus is delivered, upon request, a copy of Table VI. Definitions and Glossary of Terms The following terms used in the Tables have the following meanings: "Cash Generated From Operations" shall mean excess or deficiency of operating cash receipts over operating cash expenditures. "GAAP" shall mean generally accepted accounting principles. "Months to Invest 90% of Amount Available For Investment" shall mean the time period from commencement of the offering to date of close of escrow of initial Partnership Loans. The following is a brief description of the Tables: TABLE I - EXPERIENCE IN RAISING AND INVESTING FUNDS Table I summarizes, as a percentage basis, all funds through December 31, 1997 for partnerships which completed funding during the three (3) years ending on such date. TABLE II - COMPENSATION TO GENERAL PARTNERS AND AFFILIATES Table II summarizes the compensation paid the General Partners and Affiliates by those partnership which completed their offering during the three (3) years ended December 31, 1997. TABLE III - OPERATING RESULTS OF PRIOR LIMITED PARTNERSHIPS Table III summarizes the annual operating results through December 31, 1997 for partnerships which closed their offering during the ten (10) years ending December 31, 1997. TABLE V - PAYMENT OF MORTGAGE INVESTMENTS Table V presents information on the payment of the partnership Mortgage Investments within the three (3) years ending December 31, 1997. Some of the Mortgage Investments are fractionalized and held as undivided interests with other partnerships and third parties. The information presented in Table V as to fractionalized loans represents only that partnership's interest in a certain loan. TABLE I EXPERIENCE IN RAISING AND INVESTING FUNDS (AS OF DECEMBER 31, 1997) (NOT COVERED BY REPORT OF INDEPENDENT PUBLIC ACCOUNTANT) RMI VII --------------- Dollar Amount Offered $12,000,000 Dollar Amount Raised $11,998,359 Percentage of Amount Raised 100.00% Less Offering Expenses: Organization Expense 3.55% Percentage Available for Investment Net of Offering Expenses 96.45% Mortgage Investments Funded from Offering Proceeds Secured by Deeds of Trust 86.85% Formation Loan (1): 7.62% Selling Commissions Paid to Non-Affiliates 1.00% Selling Commissions Paid to Affiliates 0 Mortgage Investments Commitments (2): 0 Mortgage Investment Application or Mortgage Investment Processing Fees 0 Funds Available for Future Commitments 0 Reserve 0.98% =============== Total 96.45% =============== Date Offering Commenced 10/20/89 Length of Offering 36 months Months to Commit 90% of Amount Available for Investment (Measured from Beginning of. Offering) 38 months TABLE I EXPERIENCE IN RAISING AND INVESTING FUNDS (AS OF DECEMBER 31, 1997) (NOT COVERED BY REPORT OF INDEPENDENT PUBLIC ACCOUNTANT)~ RMI VI -------------- Dollar Amount Offered $12,000,000 Dollar Amount Raised $ 9,772,594 Percentage of Amount Raised 100.00% Less Offering Expenses: Organization Expense 2.63% Selling Commissions Paid to Non-Affiliates 1.00% Selling Commissions Paid to Affiliates 0 Percentage Available for Investment, Net of Offering Expenses 96.37% Mortgage Investments Funded from Offering Proceeds Secured by Deeds of Trust 86.04% Formation Loan (1): 6.27% Mortgage Investment Commitments 0 Mortgage Investment Application or Mortgage Investment Processing Fees 0 Funds Available for Future Commitments 1.06% Reserve 3.00% ============== Total 96.37% ============== Date Offering Commenced 09/03/87 Length of Offering 24 months Months to Commit 90% of Amount Available for Investment(Measured from Beginning of Offering) 25 months TABLE II COMPENSATION TO GENERAL PARTNERS AND AFFILIATES (AS OF DECEMBER 31, 1997) (NOT COVERED BY REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS) RMI VII -------------- Date Offering Commenced 10/20/89 Dollar Amount Raised $11,998,359 Amount Paid to General Partners and Affiliates from: Offering Proceeds 0 Selling Commissions 0 Loan Application or Loan Processing Fees 0 Reimbursement of Expenses, at Cost 86,082 Acquisition Fees 0 Advisory Fees 0 Other 0 Loan Points, Processing and Other Fees Paid by the Borrowers to Affiliates: Points (1) $1,670,280 Processing Fees (1) 48,836 Other (1) 7,345 Dollar Amount of Cash Generated from Operations Before Deducting from Payments to General Partners and Affiliates: 10,358,271 Amount Paid to General Partners and Affiliates from Operations: Partnership Management Fees 53,246 Earnings Distribution 61,829 Mortgage Servicing Fee 383,000 Late Charges 0 Reimbursement of Expenses, at Cost 185,430 Prepayment Fee 0 <FN> (1) These sums were paid by borrowers of Partnership funds, and were not expenses of the Partnership. </FN> TABLE II COMPENSATION TO GENERAL PARTNERS AND AFFILIATES (AS OF DECEMBER 31, 1997) (NOT COVERED BY REPORT OF INDEPENDENT PUBLIC ACCOUNTANT) RMI VI -------------- Date Offering Commenced 9/03/87 Dollar Amount Raised $ 9,772,594 Amount Paid to General Partners and Affiliates from: Offering Proceeds 0 Selling Commissions 0 Loan Application or Loan Processing Fees 0 Reimbursement of Expenses, at Cost 103,708 Acquisition Fees 0 Advisory Fees 0 Other 0 Loan Points, Processing and Other Fees Paid by the Borrowers to Affiliates: Points (1) $1,470,079 Processing Fees (1) 59,948 Other (1) 8,181 Dollar Amount of Cash Generated from Operations Before Deducting Payments to General Partners and Affiliates: $13,283,392 Amount Paid to General Partners and Affiliates from Operations: Partnership Management Fees $74,296 Earnings Fee 78,249 Mortgage Servicing Fee 599,452 Reimbursement of Expenses, at Cost 245,566 <FN> (1) These sums were paid by borrowers of Partnership funds, and were not expenses of the Partnerships. </FN> TABLE III OPERATING RESULTS OF PRIOR LIMITED PARTNERSHIPS RMI VII (AS OF DECEMBER 31, 1997) (NOT COVERED BY REPORT OF INDEPENDENT PUBLIC ACCOUNTANT) 1989 1990 1991 ------------ ------------ ------------ 5 days in December 1989 Gross Revenues $1,682 $238,949 $759,828 Less: General Partners' Mgmt Fee 0 4,795 7,506 Mortgage Servicing Fee 0 14,172 42,177 Administrative Expenses 191 5,304 36,595 Provision for Uncollected Accts 0 3,000 19,398 Amortization of Organization and Syndication Costs 3 773 894 Offering Period Interest Expense to Limited Partners 1,241 14,616 23,114 Interest Expense 0 0 0 ------------ ------------ ------------ Net Income (GAAP Basis) dist. to Limited Partners $247 $196,289 $630,144 ------------ ------------ ------------ Sources of Funds - Net Income $247 $196,289 $630,144 Reduction in Assets 0 0 0 Increase in Liabilities 28,696 0 13,531 Early Withdrawal Penalties Applied to Synd. Costs 0 0 370 Increase in Applicant's Deposit 163,632 27,290 134,278 Increase in Partners' Capital 135,743 2,866,189 4,957,724 ------------ ------------ ------------ Cash generated from Operations $328,318 $3,089,768 $5,736,047 Use of Funds-Increase in Assets $287,117 $2,720,557 $5,549,077 Reduction in Liabilities 0 27,876 0 Decrease in Applicant's Deposit 0 0 0 Offering Period Interest Expense to Limited Partners 188 5,094 9,379 Investment Income Pd to LP's 52 58,001 228,039 Return of Capital to LP's 0 0 10,893 ------------ ------------ ------------ Net Increase (Decrease) in Cash $40,961 $278,240 $(61,341) Cash at the beginning of the year 0 $40,961 $319,201 Cash at the end of the year $40,961 $319,201 $257,860 Income & Distribution Data for $1,000 Invested for a Compounding Limited Partner (GAAP Basis) $1.46 $108.02 $102.02 Income & Distribution Data for $1,000 Invested for a Limited Partner Receiving Monthly Earning Distribution (GAAP Basis) $1.46 $102.99 $97.51 Cash Distribution to Investors for $1,000 Invested Income (1) $0.38 $35.41(1) $39.22(1) Capital (1) 0 0 $1.87 Federal Income Tax Results for $1,000 Invested Capital for a Compounding Ltd. Partner $9.10 $119.03 $109.67 Federal Income Tax Results for $1,000 Invested for a Limited Partner Receiving Monthly Earnings Distributions $8.33 $113.40 $104.83 <FN> NOTES: (1) Based upon year's average capital balances. </FN> TABLE III OPERATING RESULTS OF PRIOR LIMITED PARTNERSHIPS RMI VII (AS OF DECEMBER 31, 1997) (NOT COVERED BY REPORT OF INDEPENDENT PUBLIC ACCOUNTANT) 1992 1993 1994 ------------ ------------ ------------ Gross Revenues $1,468,593 $1,711,092 $1,489,882 Less: General Partners' Mgmt Fee 14,202 16,735 10,008 Mortgage Servicing Fee 53,628 58,802 0 Administrative Expenses 95,526 152,782 78,822 Provision for Uncollected Accts 125,618 235,423 335,955 Amortization of Organization and Syndication Costs 2,016 2,016 2,016 Offering Period Interest Expense to Limited Partners 13,361 0 0 Interest Expense 68,226 119,351 135,790 ------------ ------------ ------------ Net Income (GAAP Basis) dist. to Limited Partners $1,096,016 $1,125,983 927,291 ------------ ------------ ------------ Sources of Funds - Net Income $1,096,016 $1,125,983 $927,291 Reduction in Assets 0 883,182 0 Increase in Liabilities 1,999,649 0 956,846 Early Withdrawal Penalties Applied to Synd. Costs 1,173 7,195 10,635 Increase in Applicant's Deposit 0 0 0 Increase in Partners' Capital 4,091,481 0 0 ------------ ------------ ------------ Cash generated from Operations $7,188,319 $2,016,360 $1,894,772 Use of Funds-Increase in Assets $6,239,730 -0- $1,316,184 Reduction in Liabilities 0 1,032,580 0 Decrease in Applicant's Deposit 310,539 0 0 Offering Period Interest Expense to Limited Partners 5,202 0 0 Investment Income Pd to LP's 360,641 339,746 263,206 Return of Capital to LP's 456,787 230,004 340,011 ------------ ------------ ------------ Net Increase (Decrease) in Cash $ (184,580) $ 414,030 $(24,629) Cash at the beginning of the year $ 257,860 $ 73,280 $487,310 Cash at the end of the year $ $ 487,310 $462,681 73,280 Income & Distribution Data for $1,000 Invested for a Compounding Limited Partner (GAAP Basis) $93.03 $80.06 $62.85 Income & Distribution Data for $1,000 Invested for a Limited Partner Receiving Monthly Earning Distribution (GAAP Basis) $89.27 $77.76 $61.09 Cash Distribution to Investors for $1,000 Invested Income (1) $42.48 $26.43 $19.61 Capital (1) $53.80 $17.89 $25.34 Federal Income Tax Results for $1,000 Invested Capital for a Compounding Ltd. Partner $100.70 $92.76 $76.88 Federal Income Tax Results for $1,000 Invested for a Limited Partner Receiving Monthly Earnings Distributions $96.64 $89.52 $74.67 <FN> NOTES: (1) Based upon year's average capital balances. </FN> TABLE III OPERATING RESULTS OF PRIOR LIMITED PARTNERSHIPS RMI VII (AS OF DECEMBER 31, 1997) (NOT COVERED BY REPORT OF INDEPENDENT PUBLIC ACCOUNTANT) 1995 1996 1997 ------------ ------------ -------------- Gross Revenues $1,483,881 $1,580,501 $1,623,863 Less: General Partners' Mgmt Fee 0 0 0 Mortgage Servicing Fee 33,394 97,268 83,559 Administrative Expenses 66,371 76,875 80,614 Provision for Uncollected Accts 306,779 419,437 434,495 Amortization of Organization and Syndication Costs 2,016 368 0 Offering Period Interest Expense to Limited Partners 0 0 0 Interest Expense 163,361 127,454 198,316 ------------ ------------ -------------- Net Income (GAAP Basis) dist. to Limited Partners 911,960 859,099 826,879 ------------ -------------- ------------ Sources of Funds - Net Income $911,960 $859,099 826,879 Reduction in Assets 0 1,110,429 0 Increase in Liabilities 63,206 0 1,081,907 Early Withdrawal Penalties Applied to Synd. Costs 3,344 0 0 Increase in Applicant's Deposit 0 0 0 Increase in Partners' Capital -collection on Formation Loan 0 0 87,888 ------------ -------------- ------------ Cash generated from Operations $978,510 $1,969,528 $1,996,674 Use of Funds-Increase in Assets $471,434 0 610,362 Reduction in Liabilities 0 670,402 0 Decrease in Applicant's Deposit 0 0 0 Offering Period Interest Expense to Limited Partners 0 0 0 Investment Income Pd to LP's 270,760 336,341 407,648 Return of Capital to LP's 184,157 722,536 1,212,916 ------------ ------------ -------------- Net Increase (Decrease) in Cash $52,159 $240,249 $(234,252) Cash at the beginning of the year $462,681 $514,840 $755,089 Cash at the end of the year $514,840 $755,089 520,837 Income & Distribution Data for $1,000 Invested for a Compounding Limited Partner (GAAP Basis) $60.01 $60.22 $61.02 Income & Distribution Data for $1,000 Invested for a Limited Partner Receiving Monthly Earning Distribution (GAAP Basis) $58.43 $58.62 $59.38 Cash Distribution to Investors for $1,000 Invested Income (1) $19.69 $23.66 $30.01 Capital (1) $13.39 $50.83 $89.28 Federal Income Tax Results for $1,000 Invested Capital for a Compounding Ltd. Partner $65.75 $63.24 $75.49 Federal Income Tax Results for $1,000 Invested for a Limited Partner Receiving Monthly Earnings Distributions $64.01 $61.86 $73.81 <FN> NOTES: (1) Based upon years initial capital balances </FN> TABLE III OPERATING RESULTS OF PRIOR LIMITED PARTNERSHIPS RMI VI (AS OF DECEMBER 31, 1997) (NOT COVERED BY REPORT OF INDEPENDENT PUBLIC ACCOUNTANT) 1987 1988(2) 1989 ------------ ------------ ------------ Gross Revenues $35,485 $600,194 $1,284,180 Less: General Partners' Mgmt Fee 833 15,726 0 Mortgage Servicing Fee 2,659 46,393 90,434 Administrative Expenses 494 19,837 53,083 Provision for Uncollected Accts 0 0 50,631 Amortization of Organization and Syndication Costs 102 2,196 2,952 Offering Period Interest Expense to Limited Partners 8,072 44,871 18,976 Interest Expense 0 0 108,883 ------------ ------------ ------------ Net Income (GAAP Basis) dist. to Limited Partners $ 23,325 $ 471,171 $ 959,221 ------------ ------------ ------------ Sources of Funds - Net Income $ 23,325 $ 471,171 $ 959,221 Reduction in Assets 0 0 0 Increase in Liabilities 44,060 0 1,580,600 Early Withdrawal Penalties Applied to Synd. Costs 0 0 0 Increase in Applicant's Deposit 1,114,238 0 0 Increase in Partners' Capital 1,158,336 5,811,540 2,537,274 ------------ ------------ ------------ Cash generated from Operations $2,339,959 $6,282,711 $5,077,095 Use of Funds-Increase in Assets $1,342,112 $5,836,269 $4,438,494 Reduction in Liabilities 0 37,472 0 Decrease in Applicant's Deposit 0 567,520 546,718 Offering Period Interest Expense to Limited Partners 1,585 16,691 9,802 Investment Income Pd to LP's 7,864 144,038 326,195 Return of Capital to LP's 0 0 8,369 ------------ ------------ ------------ Net Increase (Decrease) in Cash $988,398 $(319,279) $(252,483) Cash at the beginning of the year 0 $988,398 $669,119 Cash at the end of the year $988,398 $669,119 $416,636 Income & Distribution Data for $1,000 Invested for a Compounding Limited Partner (GAAP Basis) $24.33 $101.64 $100.56 Income & Distribution Data for $1,000 Invested for a Limited Partner Receiving Monthly Earning Distribution (GAAP Basis) $20.78 $97.18 $96.18 Cash Distribution to Investors for $1,000 Invested Income (1) $18.41(1) $29.19(1) $44.76(1) Capital (1) 0 0 $1.15 Federal Income Tax Results for $1,000 Invested Capital for a Compounding Ltd. Partner $26.07 $109.34 $107.58 Federal Income Tax Results for $1,000 Invested for a Limited Partner Receiving Monthly Earnings Distributions $22.50 $104.50 $102.92 <FN> NOTES: (1) Based upon years average capital balances (2) The offering terminated in September, 1989. </FN> TABLE III OPERATING RESULTS OF PRIOR LIMITED PARTNERSHIPS RMI VI (AS OF DECEMBER 31, 1997) (NOT COVERED BY REPORT OF INDEPENDENT PUBLIC ACCOUNTANT) 1990 1991 1992 ------------ ------------ ------------ Gross Revenues $1,527,697 $1,587,354 $1,661,779 Less: General Partners' Mgmt Fee 3,496 14,489 15,287 Mortgage Servicing Fee 105,405 54,390 79,326 Administrative Expenses 113,610 76,692 93,282 Provision for Uncollected Accts 13,687 174,290 266,786 Amortization of Organization and Syndication Costs 3,167 3,167 3,166 Offering Period Interest Expense to Limited Partners 0 0 0 Interest Expense 154,187 142,442 145,395 ------------ ------------ ------------ Net Income (GAAP Basis) dist. to Limited Partners $1,134,145 $1,121,884 $1,058,537 ------------ ------------ ------------ Sources of Funds - Net Income $1,134,145 $1,121,884 $1,058,537 Reduction in Assets 0 0 0 Increase in Liabilities 0 0 1,401,613 Early Withdrawal Penalties Applied to Synd. Costs 3,813 1,345 5,518 Increase in Applicant's Deposit 0 0 0 Increase in Partners' Capital 0 0 0 ------------ ------------ ------------ Cash generated from Operations $1,137,958 $1,123,229 $2,465,668 Use of Funds-Increase in Assets $500,209 $380,888 $2,073,362 Reduction in Liabilities 232,193 293,099 0 Decrease in Applicant's Deposit 0 0 0 Offering Period Interest Expense to Limited Partners 0 0 0 Investment Income Pd to LP's 375,864 341,505 323,037 Return of Capital to LP's 100,628 41,254 232,370 ------------ ------------ ------------ Net Increase (Decrease) in Cash $(70,936) $66,483 $(163,101) Cash at the beginning of the year $416,636 $345,700 $412,183 Cash at the end of the year $345,700 $412,183 $249,082 Income & Distribution Data for $1,000 Invested for a Compounding Limited Partner (GAAP Basis) $100.09 $93.40 $82.87 Income & Distribution Data for $1,000 Invested for a Limited Partner Receiving Monthly Earning Distribution (GAAP Basis) $95.75 $89.62 $79.88 Cash Distribution to Investors for $1,000 Invested Income (1) $36.01 $30.74 $27.26 Capital (1) $9.64 $3.71 $19.61 Federal Income Tax Results for $1,000 Invested Capital for a Compounding Ltd. Partner $108.29 $99.00 $91.00 Federal Income Tax Results for $1,000 Invested for a Limited Partner Receiving Monthly Earnings Distributions $103.60 $95.00 $87.71 <FN> NOTES: (1) Based upon years initial capital balances (2) The offering terminated in September, 1989. </FN> TABLE III OPERATING RESULTS OF PRIOR LIMITED PARTNERSHIPS RMI VI (AS OF DECEMBER 31, 1997) (NOT COVERED BY REPORT OF INDEPENDENT PUBLIC ACCOUNTANT) 1993 1994 1995 ------------ ------------ ------------ Gross Revenues $1,713,378 $1,391,088 $1,277,782 Less: General Partners' Mgmt Fee 15,523 8,942 0 Mortgage Servicing Fee 94,306 0 42,056 Administrative Expenses 123,473 59,346 59,656 Provision for Uncollected Accts 420,583 472,967 344,807 Amortization of Organization and Syndication Costs 0 0 0 Offering Period Interest Expense to Limited Partners 0 0 0 Interest Expense 161,705 185,131 212,915 ------------ ------------ ------------ Net Income (GAAP Basis) dist. to Limited Partners $897,788 $664,702 $618,348 ------------ ------------ ------------ Sources of Funds - Net Income $897,788 $664,702 $618,348 Reduction in Assets 676,847 18,749 749,375 Increase in Liabilities 0 374,511 0 Early Withdrawal Penalties Applied to Synd. Costs 3,700 0 0 Increase in Applicant's Deposit 0 0 0 Increase in Partners' Capital 0 0 0 ------------ ------------ ------------ Cash generated from Operations $1,578,335 $1,057,962 $1,367,723 Use of Funds-Increase in Assets 0 0 0 Reduction in Liabilities 498,663 0 335,500 Decrease in Applicant's Deposit 0 0 0 Offering Period Interest Expense to Limited Partners 0 0 0 Investment Income Pd to LP's 377,712 303,014 303,098 Return of Capital to LP's 528,737 729,449 892,953 ------------ ------------ ------------ Net Increase (Decrease) in Cash $173,223 $25,499 $(163,828) Cash at the beginning of the year $249,082 $422,305 $447,804 Cash at the end of the year $422,305 $447,804 $283,976 Income & Distribution Data for $1,000 Invested for a Compounding Limited Partner (GAAP Basis) $72.01 $54.95 $53.03 Income & Distribution Data for $1,000 Invested for a Limited Partner Receiving Monthly Earning Distribution (GAAP Basis) $69.74 $53.62 $51.79 Cash Distribution to Investors for $1,000 Invested Income (1) $30.57 $24.53 $25.29 Capital (1) $42.79 $59.06 $74.51 Federal Income Tax Results for $1,000 Invested Capital for a Compounding Ltd. Partner $92.72 $49.87 $59.39 Federal Income Tax Results for $1,000 Invested for a Limited Partner Receiving Monthly Earnings Distributions $89.90 $48.66 $58.00 <FN> NOTES: (1) Based upon years average capital balances (2) The offering terminated in September, 1989. </FN> TABLE III OPERATING RESULTS OF PRIOR LIMITED PARTNERSHIPS RMI VI (AS OF DECEMBER 31, 1997) (NOT COVERED BY REPORT OF INDEPENDENT PUBLIC ACCOUNTANT) 1996 1997 ------------ -------------- Gross Revenues $1,167,859 $1,036,596 Less: General Partners' Mgmt Fee 0 0 Mortgage Servicing Fee 44,565 39,918 Administrative Expenses 64,273 65,813 Provision for Uncollected Accts 312,684 268,101 Amortization of Organization and Syndication Costs 0 0 Offering Period Interest Expense to Limited Partners 0 0 Interest Expense 158,175 133,577 ------------ -------------- Net Income (GAAP Basis) dist. to Limited Partners $588,162 $529,187 -------------- ------------ Sources of Funds - Net Income $588,162 $529,187 Reduction in Assets 1,278,214 1,763,235 Increase in Liabilities 0 0 Early Withdrawal Penalties Applied to Synd. Costs 0 0 Increase in Applicant's Deposit 0 0 Increase in Partners' Capital - Collection of Formation Loan 0 62,328 ------------ -------------- Cash generated from Operations $1,866,376 $2,354,750 Use of Funds-Increase in Assets 0 0 Reduction in Liabilities 491,978 649,124 Decrease in Applicant's Deposit 0 0 Offering Period Interest Expense to Limited Partners 0 0 Investment Income Pd to LP's 294,678 257,670 Return of Capital to LP's 1,183,099 1,297,410 ------------ -------------- Net Increase (Decrease) in Cash $(103,379) $150,546 Cash at the beginning of the year $283,976 180,597 Cash at the end of the year $180,597 331,143 Income & Distribution Data for $1,000 Invested for a Compounding Limited Partner (GAAP Basis) $53.50 $52.88 Income & Distribution Data for $1,000 Invested for a Limited Partner Receiving Monthly Earning Distribution (GAAP Basis) $52.23 $51.64 Cash Distribution to Investors for $1,000 Invested Income (1) $25.83 $24.79 Capital (1) $103.72 $124.81 Federal Income Tax Results for $1,000 Invested Capital for a Compounding Ltd. Partner $50.71 $30.48 Federal Income Tax Results for $1,000 Invested for a Limited Partner Receiving Monthly Earnings Distributions $49.72 $29.89 <FN> NOTES: (1) Based upon years initial capital balances (2) The offering terminated in September, 1989. </FN> TABLE III OPERATING RESULTS OF PRIOR LIMITED PARTNERSHIPS RMI V (AS OF DECEMBER 31, 1997) (NOT COVERED BY REPORT OF INDEPENDENT PUBLIC ACCOUNTANT) 1986 1987 1988 ------------ ------------ ------------ (1 month only) Gross Revenues $20,794 $460,522 $627,223 Less: General Partners' Mgmt Fee 342 7,922 5,260 Mortgage Servicing Fee 1,052 40,010 50,274 Administrative Expenses 753 16,702 44,802 Provision for Uncollected Accts 1,740 0 22,119 Amortization of Organization and Syndication Costs 271 502 606 Offering Period Interest Expense to Limited Partners 7,114 23,135 0 Interest Expense 0 0 0 ------------ ------------ ------------ Net Income (GAAP Basis) dist. to Limited Partners $9,522 $372,251 $504,162 ------------ ------------ ------------ Sources of Funds - Net Income $9,522 $372,251 $504,162 Reduction in Assets 0 0 0 Increase in Liabilities 7,815 0 0 Early Withdrawal Penalties Applied to Synd. Costs 0 0 0 Increase in Applicant's Deposit 515,356 0 0 Increase in Partners' Capital 1,369,469 3,540,065 0 ------------ ------------ ------------ Cash generated from Operations $1,902,162 $3,912,316 $504,162 Use of Funds-Increase in Assets $1,743,843 $2,842,678 $566,387 Reduction in Liabilities 0 5,169 834 Decrease in Applicant's Deposit 0 515,356 0 Offering Period Interest Expense to Limited Partners 1,790 9,119 0 Investment Income Pd to LP's 2,962 137,682 178,902 Return of Capital to LP's 0 0 0 ------------ ------------ ------------ Net Increase (Decrease) in Cash $153,567 $402,312 $(241,961) Cash at the beginning of the year 0 $153,567 $555,879 Cash at the end of the year $153,567 $555,879 $313,918 Income & Distribution Data for $1,000 Invested for a Compounding Limited Partner (GAAP Basis) $110 $101 $95 Income & Distribution Data for $1,000 Invested for a Limited Partner Receiving Monthly Earning Distribution (GAAP Basis) $106 $96 $91 Cash Distribution to Investors for $1,000 Invested Income (1) $26 $39 $35 Capital (1) 0 0 0 Federal Income Tax Results for $1,000 Invested Capital for a Compounding Ltd. Partner $114 $103 $97 Federal Income Tax Results for $1,000 Invested for a Limited Partner Receiving Monthly Earnings Distributions $109 $99 $93 <FN> NOTES: (1) Based upon years initial capital balances </FN> TABLE III OPERATING RESULTS OF PRIOR LIMITED PARTNERSHIPS RMI V (AS OF DECEMBER 31, 1997) (NOT COVERED BY REPORT OF INDEPENDENT PUBLIC ACCOUNTANT) 1989 1990 1991 ------------ ------------ ------------ Gross Revenues $755,856 $775,058 $745,102 Less: General Partners' Mgmt Fee 9,395 7,323 7,487 Mortgage Servicing Fee 47,501 57,395 29,117 Administrative Expenses 46,129 46,319 67,569 Provision for Uncollected Accts 63,984 51,770 61,411 Amortization of Organization and Syndication Costs 631 631 631 Offering Period Interest Expense to Limited Partners 0 0 0 Interest Expense 61,600 67,569 24,462 ------------ ------------ ------------ Net Income (GAAP Basis) dist. to Limited Partners $526,616 $544,051 $554,425 ------------ ------------ ------------ Sources of Funds - Net Income $526,616 $544,051 $554,425 Reduction in Assets 0 591,879 36,728 Increase in Liabilities 808,466 0 0 Early Withdrawal Penalties Applied to Synd. Costs 0 8,003 4,658 Increase in Applicant's Deposit 0 0 0 Increase in Partners' Capital 0 0 0 ------------ ------------ ------------ Cash generated from Operations $1,335,082 $1,143,933 $ 595,811 Use of Funds-Increase in Assets $1,272,177 0 0 Reduction in Liabilities 0 586,933 17,593 Decrease in Applicant's Deposit 0 0 0 Offering Period Interest Expense to Limited Partners 0 0 0 Investment Income Pd to LP's 178,180 191,970 172,259 Return of Capital to LP's 78,120 283,253 170,711 ------------ ------------ ------------ Net Increase (Decrease) in Cash $(193,395) $81,777 $235,248 Cash at the beginning of the year $313,918 $120,523 $202,300 Cash at the end of the year $120,523 $202,300 $437,548 Income & Distribution Data for $1,000 Invested for a Compounding Limited Partner (GAAP Basis) $93 $94 $94 Income & Distribution Data for $1,000 Invested for a Limited Partner Receiving Monthly Earning Distribution (GAAP Basis) $89 $91 $90 Cash Distribution to Investors for $1,000 Invested Income (1) $33 $34 $30 Capital (1) $14 $49 $29 Federal Income Tax Results for $1,000 Invested Capital for a Compounding Ltd. Partner $107 $106 $99 Federal Income Tax Results for $1,000 Invested for a Limited Partner Receiving Monthly Earnings Distributions $102 $101 $95 <FN> NOTES: (1) Based upon years initial capital balances </FN> TABLE III OPERATING RESULTS OF PRIOR LIMITED PARTNERSHIPS RMI V (AS OF DECEMBER 31, 1997) (NOT COVERED BY REPORT OF INDEPENDENT PUBLIC ACCOUNTANT) 1992 1993 1994 ------------ ------------ ------------ Gross Revenues $840,592 $826,774 $557,036 Less: General Partners' Mgmt Fee 14,746 12,084 2,333 Mortgage Servicing Fee 42,526 42,609 0 Administrative Expenses 59,495 80,006 39,594 Provision for Uncollected Accts 114,162 141,059 140,499 Amortization of Organization and Syndication Costs 631 631 629 Offering Period Interest Expense to Limited Partners 0 0 0 Interest Expense 68,662 79,848 79,951 ------------ ------------ ------------ Net Income (GAAP Basis) dist. to Limited Partners $540,370 $470,537 $294,030 ------------ ------------ ------------ Sources of Funds - Net Income $540,370 $470,537 $294,030 Reduction in Assets 0 554,553 418,962 Increase in Liabilities 945,442 0 9,731 Early Withdrawal Penalties Applied to Synd. Costs 1,833 1,617 634 Increase in Applicant's Deposit 0 0 0 Increase in Partners' Capital 0 0 0 ------------ ------------ ------------ Cash generated from Operations $1,487,645 $1,026,707 $723,357 Use of Funds-Increase in Assets $1,389,730 0 0 Reduction in Liabilities 0 62,234 0 Decrease in Applicant's Deposit 0 0 0 Offering Period Interest Expense to Limited Partners 0 0 0 Investment Income Pd to LP's 179,048 233,928 139,550 Return of Capital to LP's $280,929 $546,248 $640,685 ------------ ------------ ------------ Net Increase (Decrease) in Cash $(362,062) $184,297 $(56,878) Cash at the beginning of the year $437,548 $75,486 $259,783 Cash at the end of the year $75,486 $259,783 $202,905 Income & Distribution Data for $1,000 Invested for a Compounding Limited Partner (GAAP Basis) $89 $77 $50 Income & Distribution Data for $1,000 Invested for a Limited Partner Receiving Monthly Earning Distribution (GAAP Basis) $85 $75 $49 Cash Distribution to Investors for $1,000 Invested Income (1) $30 $38 $24 Capital (1) $47 $89 $110 Federal Income Tax Results for $1,000 Invested Capital for a Compounding Ltd. Partner $97 $93 $10 Federal Income Tax Results for $1,000 Invested for a Limited Partner Receiving Monthly Earnings Distributions $93 $90 $10 <FN> NOTES: (1) Based upon years initial capital balances </FN> TABLE III OPERATING RESULTS OF PRIOR LIMITED PARTNERSHIPS RMI V (AS OF DECEMBER 31, 1997) (NOT COVERED BY REPORT OF INDEPENDENT PUBLIC ACCOUNTANT) 1995 1996 1997 ------------ ------------ --------------- Gross Revenues $567,540 $419,823 $320,600 Less: General Partners' Mgmt Fee 0 0 0 Mortgage Servicing Fee 0 0 0 Administrative Expenses 30,593 31,312 30,085 Provision for Uncollected Accts 182,162 91,880 56,504 Amortization of Organization and Syndication Costs 627 741 0 Offering Period Interest Expense to Limited Partners 0 0 0 Interest Expense 95,941 77,789 53,466 ------------ ------------ --------------- Net Income (GAAP Basis) dist. to Limited Partners $258,217 $218,101 $180,545 ------------ --------------- ------------ Sources of Funds - Net Income 258,217 218,101 180,545 Reduction in Assets 464,011 1,003,642 1,278,194 Increase in Liabilities 0 0 0 Early Withdrawal Penalties Applied to Synd. Costs 0 0 0 Increase in Applicant's Deposit 0 0 0 Increase in Partners' Capital 0 0 27,954 ------------ ------------ --------------- Cash generated from Operations $722,228 $1,221,743 $1,486,693 Use of Funds-Increase in Assets 0 0 0 Reduction in Liabilities 69,000 337,607 627,326 Decrease in Applicant's Deposit 0 0 0 Offering Period Interest Expense to Limited Partners 0 0 0 Investment Income Pd to LP's 124,329 101,335 82,504 Return of Capital to LP's 689,307 701,283 792,784 ------------ ------------ --------------- Net Increase (Decrease) in Cash $(160,408) $81,518 $(15,921) Cash at the beginning of the year $202,905 $42,497 $124,015 Cash at the end of the year $42,497 $124,015 $108,094 Income & Distribution Data for $1,000 Invested for a Compounding Limited Partner (GAAP Basis) $50 $48 $46.12 Income & Distribution Data for $1,000 Invested for a Limited Partner Receiving Monthly Earning Distribution (GAAP Basis) $49 $47 $45.17 Cash Distribution to Investors for $1,000 Invested Income (1) $23 $21 $19.89 Capital (1) $130 $147 $191.08 Federal Income Tax Results for $1,000 Invested Capital for a Compounding Ltd. Partner $51 $48 $58 Federal Income Tax Results for $1,000 Invested for a Limited Partner Receiving Monthly Earnings Distributions $50 $47 $57 <FN> NOTES: (1) Based upon years initial capital balances </FN> TABLE III OPERATING RESULTS OF PRIOR LIMITED PARTNERSHIPS RMI IV (AS OF DECEMBER 31, 1997) (NOT COVERED BY REPORT OF INDEPENDENT PUBLIC ACCOUNTANT) 1985 1986 1987 ------------ ------------ ------------ Gross Revenues $236,437 $870,719 $1,104,423 Less: General Partners' Mgmt Fee 5,253 21,185 30,732 Mortgage Servicing Fee 11,375 44,077 93,423 Administrative Expenses 3,384 49,905 66,321 Provision for Uncollected Accts 7,441 22,830 (5,457) Amortization of Organization and Syndication Costs 3,510 13,429 3,953 Offering Period Interest Expense to Limited Partners 22,680 43,310 0 Interest Expense 0 35,242 94,461 ------------ ------------ ------------ Net Income (GAAP Basis) dist. to Limited Partners $ 182,794 $ 640,741 $ 820,990 ------------ ------------ ------------ Sources of Funds - Net Income $ 182,794 $ 640,741 $ 820,990 Reduction in Assets 0 0 559,202 Increase in Liabilities 7,669 1,012,556 0 Early Withdrawal Penalties Applied to Synd. Costs 0 0 0 Increase in Applicant's Deposit 605,351 0 0 Increase in Partners' Capital 3,323,145 4,238,412 0 ------------ ------------ ------------ Cash generated from Operations $4,118,959 $5,891,709 $1,380,192 Use of Funds-Increase in Assets $3,327,257 $5,131,576 0 Reduction in Liabilities 0 0 277,205 Decrease in Applicant's Deposit 0 605,351 0 Offering Period Interest Expense to Limited Partners 20,118 45,713 0 Investment Income Pd to LP's 73,959 279,521 322,880 Return of Capital to LP's 0 0 0 ------------ ------------ ------------ Net Increase (Decrease) in Cash $697,625 $(170,452) $780,107 Cash at the beginning of the year 0 $697,625 $527,173 Cash at the end of the year $697,625 $527,173 $1,307,280 Income & Distribution Data for $1,000 Invested for a Compounding Limited Partner (GAAP Basis) $137 $120 $101 Income & Distribution Data for $1,000 Invested for a Limited Partner Receiving Monthly Earning Distribution (GAAP Basis) $126 $114 $97 Cash Distribution to Investors for $1,000 Invested Income (1) $28 $88 $ 41 Capital (1) 0 0 0 Federal Income Tax Results for $1,000 Invested Capital for a Compounding Ltd. Partner $138 $122 $104 Federal Income Tax Results for $1,000 Invested for a Limited Partner Receiving Monthly Earnings Distributions $128 $116 $100 <FN> NOTES: (1) Based upon years initial capital balances </FN> TABLE III OPERATING RESULTS OF PRIOR LIMITED PARTNERSHIPS RMI IV (AS OF DECEMBER 31, 1997 (NOT COVERED BY REPORT OF INDEPENDENT PUBLIC ACCOUNTANT) 1988 1989 1990 ------------ ------------ ------------ Gross Revenues $1,129,031 $1,211,845 $1,277,106 Less: General Partners' Mgmt Fee 29,706 34,382 23,258 Mortgage Servicing Fee 88,759 75,527 86,746 Administrative Expenses 63,560 60,693 73,780 Provision for Uncollected Accts 53,594 76,840 31,384 Amortization of Organization and Syndication Costs 405 1,974 1,975 Offering Period Interest Expense to Limited Partners 0 0 0 Interest Expense 85,230 121,043 160,574 ------------ ------------ ------------ Net Income (GAAP Basis) dist. to Limited Partners $807,777 $841,386 $899,389 ------------ ------------ ------------ Sources of Funds - Net Income $807,777 841,386 $899,389 Reduction in Assets 0 0 0 Increase in Liabilities 0 506,746 567,797 Early Withdrawal Penalties Applied to Synd. Costs 0 0 0 Increase in Applicant's Deposit 0 0 0 Increase in Partners' Capital 0 0 0 ------------ ------------ ------------ Cash generated from Operations $807,777 $1,348,132 $1,467,186 Use of Funds-Increase in Assets $1,346,774 $1,282,363 $826,609 Reduction in Liabilities 136,669 0 0 Decrease in Applicant's Deposit 0 0 0 Offering Period Interest Expense to Limited Partners 0 0 0 Investment Income Pd to LP's 290,113 259,531 293,775 Return of Capital to LP's 0 353 94,721 ------------ ------------ ------------ Net Increase (Decrease) in Cash $ (965,779) $(194,115) $252,081 Cash at the beginning of the year $1,307,280 $341,501 $147,386 Cash at the end of the year $341,501 $147,386 $399,467 Income & Distribution Data for $1,000 Invested for a Compounding Limited Partner (GAAP Basis) $92 $93 $94 Income & Distribution Data for $1,000 Invested for a Limited Partner Receiving Monthly Earning Distribution (GAAP Basis) $91 $89 $90 Cash Distribution to Investors for $1,000 Invested Income (1) $35 $29 $31 Capital (1) 0 0 $10 Federal Income Tax Results for $1,000 Invested Capital for a Compounding Ltd. Partner $94 $101 $94 Federal Income Tax Results for $1,000 Invested for a Limited Partner Receiving Monthly Earnings Distributions $90 $97 $90 <FN> NOTES: (1) Based upon years initial capital balances </FN> TABLE III OPERATING RESULTS OF PRIOR LIMITED PARTNERSHIPS RMI IV (AS OF DECEMBER 31, 1997) (NOT COVERED BY REPORT OF INDEPENDENT PUBLIC ACCOUNTANT) 1991 1992 1993 ------------ ------------ ------------ Gross Revenues $1,261,526 $1,329,074 $1,186,369 Less: General Partners' Mgmt Fee 12,644 6,306 12,315 Mortgage Servicing Fee 0 44,638 71,037 Administrative Expenses 90,490 70,546 62,545 Provision for Uncollected Accts 165,786 295,550 367,250 Amortization of Organization and Syndication Costs 1,975 1,975 1,975 Offering Period Interest Expense to Limited Partners 0 0 0 Interest Expense 118,355 122,990 0 ------------ ------------ ------------ Net Income (GAAP Basis) dist. to Limited Partners $872,276 $787,069 $671,247 ------------ ------------ ------------ Sources of Funds - Net Income $872,276 $787,069 $671,247 Reduction in Assets 0 1,548,510 607,766 Increase in Liabilities 3,732 0 0 Early Withdrawal Penalties Applied to Synd. Costs 2,329 958 118 Increase in Applicant's Deposit 0 0 0 Increase in Partners' Capital 0 0 0 ------------ ------------ ------------ Cash generated from Operations $878,337 $2,336,537 $1,279,131 Use of Funds-Increase in Assets $103,300 0 0 Reduction in Liabilities 0 1,670,953 9,828 Decrease in Applicant's Deposit 0 0 0 Offering Period Interest Expense to Limited Partners 0 0 0 Investment Income Pd to LP's 327,082 331,750 292,590 Return of Capital to LP's 454,911 613,524 742,194 ------------ ------------ ------------ Net Increase (Decrease) in Cash $(6,956) $(279,690) $234,519 Cash at the beginning of the year $399,467 $392,511 $112,822 Cash at the end of the year $392,511 $112,821 $347,341 Income & Distribution Data for $1,000 Invested for a Compounding Limited Partner (GAAP Basis) $87 $79 $68 Income & Distribution Data for $1,000 Invested for a Limited Partner Receiving Monthly Earning Distribution (GAAP Basis) $84 $76 $66 Cash Distribution to Investors for $1,000 Invested Income (1) $33 $33 $30 Capital (1) $45 $61 $75 Federal Income Tax Results for $1,000 Invested Capital for a Compounding Ltd. Partner $87 $90 $82 Federal Income Tax Results for $1,000 Invested for a Limited Partner Receiving Monthly Earnings Distributions $83 $87 $79 <FN> NOTES: (1) Based upon years initial capital balances </FN> TABLE III OPERATING RESULTS OF PRIOR LIMITED PARTNERSHIPS RMI IV (AS OF DECEMBER 31, 1997) (NOT COVERED BY REPORT OF INDEPENDENT PUBLIC ACCOUNTANT) 1994 1995 1996 ------------ ------------ ------------ Gross Revenues $994,076 $1,016,152 $954,899 Less: General Partners' Mgmt Fee 11,687 10,959 10,309 Mortgage Servicing Fee 88,072 73,032 46,809 Administrative Expenses 56,734 54,789 57,868 Provision for Uncollected Accts 243,856 189,026 218,317 Amortization of Organization and Syndication Costs 1,975 1,241 0 Offering Period Interest Expense to Limited Partners 0 0 0 Interest Expense 9,585 139,708 123,308 ------------ ------------ ------------ Net Income (GAAP Basis) dist. to Limited Partners $582,167 $547,397 $498,288 ------------ ------------ ------------ Sources of Funds - Net Income $582,167 $547,397 $498,288 Reduction in Assets 0 0 1,016,682 Increase in Liabilities 1,111,875 396,156 0 Early Withdrawal Penalties Applied to Synd. Costs 1,400 0 0 Increase in Applicant's Deposit 0 0 0 Increase in Partners' Capital 0 0 0 ------------ ------------ ------------ Cash generated from Operations $1,695,442 $943,553 $1,514,970 Use of Funds-Increase in Assets $520,319 $74,528 $0 Reduction in Liabilities 0 0 309,097 Decrease in Applicant's Deposit 0 0 0 Offering Period Interest Expense to Limited Partners 0 0 0 Investment Income Pd to LP's 261,074 233,353 212,280 Return of Capital to LP's 907,454 864,922 728,553 ------------ ------------ ------------ Net Increase (Decrease) in Cash $6,595 $(229,250) $265,040 Cash at the beginning of the year $347,341 $353,936 $124,686 Cash at the end of the year $353,936 $124,686 $389,726 Income & Distribution Data for $1,000 Invested for a Compounding Limited Partner (GAAP Basis) $62 $63 $61 Income & Distribution Data for $1,000 Invested for a Limited Partner Receiving Monthly Earning Distribution (GAAP Basis) $60 $61 $60 Cash Distribution to Investors for $1,000 Invested Income (1) $27 $26 $25 Capital (1) $95 $97 $87 Federal Income Tax Results for $1,000 Invested Capital for a Compounding Ltd. Partner $44 $67 $62 Federal Income Tax Results for $1,000 Invested for a Limited Partner Receiving Monthly Earnings Distributions $43 $66 $60 <FN> NOTES: (1) Based upon years initial capital balances </FN> TABLE III OPERATING RESULTS OF PRIOR LIMITED PARTNERSHIPS RMI IV (AS OF DECEMBER 31, 1997) (NOT COVERED BY REPORT OF INDEPENDENT PUBLIC ACCOUNTANT) 1997 -------------- Gross Revenues $947,233 Less: General Partners' Mgmt Fee 9,803 Mortgage Servicing Fee 53,475 Administrative Expenses 47,083 Provision for Uncollected Accts 237,122 Amortization of Organization and Syndication Costs 0 Offering Period Interest Expense to Limited Partners 0 Interest Expense 127,795 -------------- Net Income (GAAP Basis) dist. to Limited Partners $471,955 -------------- Sources of Funds - Net Income 471,955 Reduction in Assets 0 Increase in Liabilities 297,222 Early Withdrawal Penalties Applied to Synd. Costs 0 Increase in Applicant's Deposit 0 Increase in Partners' Capital 0 -------------- Cash generated from Operations $769,177 Use of Funds-Increase in Assets $48,154 Reduction in Liabilities 0 Decrease in Applicant's Deposit 0 Offering Period Interest Expense to Limited Partners 0 Investment Income Pd to LP's 208,313 Return of Capital to LP's 647,257 -------------- Net Increase (Decrease) in Cash $(134,547) Cash at the beginning of the year $389,726 Cash at the end of the year $255,179 Income & Distribution Data for $1,000 Invested for a Compounding Limited Partner (GAAP Basis) $61 Income & Distribution Data for $1,000 Invested for a Limited Partner Receiving Monthly Earning Distribution (GAAP Basis) $60 Cash Distribution to Investors for $1,000 Invested Income (1) $26 Capital (1) $81 Federal Income Tax Results for $1,000 Invested Capital for a Compounding Ltd. Partner $85 Federal Income Tax Results for $1,000 Invested for a Limited Partner Receiving Monthly Earnings Distributions $83 NOTES: (1) Based upon years initial capital balances TABLE III OPERATING RESULTS OF PRIOR LIMITED PARTNERSHIPS RMI III (AS OF DECEMBER 31, 1997) (NOT COVERED BY REPORT OF INDEPENDENT PUBLIC ACCOUNTANT) 1984 1985 1986 ------------ ------------ ------------ Gross Revenues $121,765 $215,150 $200,934 Less: General Partners' Mgmt Fee 5,878 11,488 12,240 Mortgage Servicing Fee 5,384 9,421 12,118 Administrative Expenses 4,001 7,368 16,210 Provision for Uncollected Accts 1,228 10,420 7,612 Amortization of Organization and Syndication Costs 789 1,051 1,051 Offering Period Interest Expense to Limited Partners 4,501 0 0 ------------ ------------ ------------ Net Income (GAAP Basis) dist. to Limited Partners $99,984 $175,402 $151,703 ------------ ------------ ------------ Sources of Funds - Net Income $99,984 $175,402 $151,703 Decrease in Assets 0 0 73,219 Increase in Liabilities 15,080 0 914 Increase in Applicant's Deposit 0 0 0 Increase in Partners' Capital 1,429,624 0 0 ------------ ------------ ------------ Cash generated from Operations $1,544,688 $175,402 $225,836 Use of Funds-Increase in Assets $1,476,990 $47,801 0 Decrease in Liabilities 0 14,848 0 Decrease in Applicant's Deposit 0 0 0 Offering Period Interest Expense to Limited Partners 0 0 0 Investment Income Pd to LP's 40,333 77,652 58,391 Return of Capital to LP's 0 0 0 ------------ ------------ ------------ Net Increase (Decrease) in Cash $27,365 $35,101 $167,445 Cash at the beginning of the year 0 $27,365 $62,466 Cash at the end of the year $27,365 $62,466 $229,911 Income & Distribution Data for $1,000 Invested for a Compounding Limited Partner (GAAP Basis) $123 $119 $97 Income & Distribution Data for $1,000 Invested for a Limited Partner Receiving Monthly Earning Distribution (GAAP Basis) $121 $114 $93 Cash Distribution to Investors for $1,000 Invested Income (1) $27 $52 $37 Capital (1) 0 0 0 Federal Income Tax Results for $1,000 Invested Capital for a Compounding Ltd. Partner $124 $120 $96 Federal Income Tax Results for $1,000 Invested for a Limited Partner Receiving Monthly Earnings Distributions $121 $113 $92 <FN> NOTES: (1) Based upon years initial capital balances </FN> TABLE III OPERATING RESULTS OF PRIOR LIMITED PARTNERSHIPS RMI III (AS OF DECEMBER 31, 1997) (NOT COVERED BY REPORT OF INDEPENDENT PUBLIC ACCOUNTANT) 1987 1988 1989 ------------ ------------ ------------ Gross Revenues $165,951 $190,856 $211,062 Less: General Partners' Mgmt Fee 1,050 0 3,408 Mortgage Servicing Fee 3,989 8,678 11,179 Administrative Expenses 14,664 16,186 16,281 Provision for Uncollected Accts 13,886 22,486 30,612 Amortization of Organization and Syndication Costs 462 578 990 Offering Period Interest Expense to Limited Partners 0 0 0 ------------ ------------ ------------ Net Income (GAAP Basis) dist. to Limited Partners $131,900 $142,928 $148,592 ------------ ------------ ------------ Sources of Funds - Net Income $131,900 $142,928 $148,592 Decrease in Assets 48,139 0 0 Increase in Liabilities 2,656 1,580 0 Increase in Applicant's Deposit 0 0 0 Increase in Partners' Capital 0 0 0 ------------ ------------ ------------ Cash generated from Operations $182,695 $144,508 $148,592 Use of Funds-Increase in Assets 0 $290,071 $5,767 Decrease in Liabilities 0 0 4,532 Decrease in Applicant's Deposit 0 0 0 Offering Period Interest Expense to Limited Partners 0 0 0 Investment Income Pd to LP's 53,836 61,267 94,559 Return of Capital to LP's 0 0 116,362 ------------ ------------ ------------ Net Increase (Decrease) in Cash $128,859 $(206,830) $ (72,628) Cash at the beginning of the year $229,911 $358,770 $151,940 Cash at the end of the year $358,770 $151,940 $79,312 Income & Distribution Data for $1,000 Invested for a Compounding Limited Partner (GAAP Basis) $78 $81 $83 Income & Distribution Data for $1,000 Invested for a Limited Partner Receiving Monthly Earning Distribution (GAAP Basis) $76 $78 $80 Cash Distribution to Investors for $1,000 Invested Income (1) $32 $35 $51 Capital (1) 0 0 $63 Federal Income Tax Results for $1,000 Invested Capital for a Compounding Ltd. Partner $79 $82 $83 Federal Income Tax Results for $1,000 Invested for a Limited Partner Receiving Monthly Earnings Distributions $76 $79 $80 <FN> NOTES: (1) Based upon years initial capital balances </FN> TABLE III OPERATING RESULTS OF PRIOR LIMITED PARTNERSHIPS RMI III (AS OF DECEMBER 31, 1997) (NOT COVERED BY REPORT OF INDEPENDENT PUBLIC ACCOUNTANT) 1990 1991 1992 ------------ ------------ ------------ Gross Revenues $196,540 $169,921 $177,555 Less: General Partners' Mgmt Fee 12,833 11,454 7,915 Mortgage Servicing Fee 9,561 8,008 9,842 Administrative Expenses 12,596 12,399 22,371 Provision for Uncollected Accts 5,828 4,040 9,977 Amortization of Organization and Syndication Costs 0 0 0 Offering Period Interest Expense to Limited Partners 0 0 $57 ------------ ------------ ------------ Net Income (GAAP Basis) dist. to Limited Partners $155,722 $134,020 $127,393 ------------ ------------ ------------ Sources of Funds - Net Income $155,722 $134,020 $127,393 Decrease in Assets 124,828 229,739 0 Increase in Liabilities 0 735 764 Increase in Applicant's Deposit 0 0 80,000 Increase in Partners' Capital 0 0 345,151 ------------ ------------ ------------ Cash generated from Operations $280,550 $364,494 $553,308 Use of Funds-Increase in Assets 0 0 206,184 Decrease in Liabilities 1,279 0 0 Decrease in Applicant's Deposit 0 0 0 Offering Period Interest Expense to Limited Partners 0 0 0 Investment Income Pd to LP's 123,195 96,512 84,590 Return of Capital to LP's 219,305 238,846 230,697 ------------ ------------ ------------ Net Increase (Decrease) in Cash $(63,229) $29,136 $31,837 Cash at the beginning of the year $79,312 $16,083 $45,219 Cash at the end of the year $16,083 $45,219 $77,056 Income & Distribution Data for $1,000 Invested for a Compounding Limited Partner (GAAP Basis) $94 $90 $88 Income & Distribution Data for $1,000 Invested for a Limited Partner Receiving Monthly Earning Distribution (GAAP Basis) $90 $87 $85 Cash Distribution to Investors for $1,000 Invested Income (1) $69 $61 $61 Capital (1) $123 $150 $166 Federal Income Tax Results for $1,000 Invested Capital for a Compounding Ltd. Partner $98 $111 $97 Federal Income Tax Results for $1,000 Invested for a Limited Partner Receiving Monthly Earnings Distributions $107 $93 $94 <FN> NOTES: (1) Based upon years initial capital balances </FN> TABLE III OPERATING RESULTS OF PRIOR LIMITED PARTNERSHIPS RMI III (AS OF DECEMBER 31, 1997) (NOT COVERED BY REPORT OF INDEPENDENT PUBLIC ACCOUNTANT) 1993 1994 1995 ------------ ------------ ------------ Gross Revenues $236,762 $165,126 $166,111 Less: General Partners' Mgmt Fee 2,993 6,065 6,399 Mortgage Servicing Fee 11,917 12,068 11,267 Administrative Expenses 23,634 15,883 16,954 Provision for Uncollected Accts 66,633 683 43 Amortization of Organization and Syndication Costs 0 0 0 Offering Period Interest Expense to Limited Partners $242 $396 $54 ------------ ------------ ------------ Net Income (GAAP Basis) dist. to Limited Partners $131,343 $130,031 $131,394 ------------ ------------ ------------ Sources of Funds - Net Income $131,343 $130,031 $131,394 Decrease in Assets 128,311 -0- 0 Increase in Liabilities 0 3,818 324 Increase in Applicant's Deposit 10,000 0 0 Increase in Partners' Capital 110,242 290,396 25,054 ------------ ------------ ------------ Cash generated from Operations $379,896 $424,245 $156,772 Use of Funds-Increase in Assets 0 192,646 67,506 Decrease in Liabilities 1,099 0 0 Decrease in Applicant's Deposit 0 90,000 0 Offering Period Interest Expense to Limited Partners 173 283 54 Investment Income Pd to LP's 85,197 77,734 81,250 Return of Capital to LP's 236,366 129,391 65,478 ------------ ------------ ------------ Net Increase (Decrease) in Cash $57,061 $(65,809) $(57,516) Cash at the beginning of the year $77,056 $134,117 $68,308 Cash at the end of the year $134,117 $68,308 $10,792 Income & Distribution Data for $1,000 Invested for a Compounding Limited Partner (GAAP Basis) $82 $80 $77 Income & Distribution Data for $1,000 Invested for a Limited Partner Receiving Monthly Earning Distribution (GAAP Basis) $79 $77 $74 Cash Distribution to Investors for $1,000 Invested Income (1) $55 $53 $48 Capital (1) $153 $88 $39 Federal Income Tax Results for $1,000 Invested Capital for a Compounding Ltd. Partner $116 $81 $71 Federal Income Tax Results for $1,000 Invested for a Limited Partner Receiving Monthly Earnings Distributions $112 $79 $69 <FN> NOTES: (1) Based upon years initial capital balances </FN> TABLE III OPERATING RESULTS OF PRIOR LIMITED PARTNERSHIPS RMI III (AS OF DECEMBER 31, 1997) (NOT COVERED BY REPORT OF INDEPENDENT PUBLIC ACCOUNTANT) 1996 1997 ------------ -------------- Gross Revenues $166,395 $168,046 Less: General Partners' Mgmt Fee 2,191 2,229 Mortgage Servicing Fee 14,696 7,791 Administrative Expenses 14,270 13,950 Provision for Uncollected Accts 8,279 20,790 Amortization of Organization and Syndication Costs 0 0 Offering Period Interest Expense to Limited Partners 0 0 ------------ -------------- Net Income (GAAP Basis) dist. to Limited Partners $126,959 $123,286 -------------- ------------ Sources of Funds - Net Income $126,959 $123,286 Decrease in Assets 134,161 56,244 Increase in Liabilities 2,458 0 Increase in Applicant's Deposit 0 0 Increase in Partners' Capital 70,000 4,812 ------------ -------------- Cash generated from Operations $333,578 $184,342 Use of Funds-Increase in Assets 0 0 Decrease in Liabilities 0 6,724 Decrease in Applicant's Deposit 0 0 Offering Period Interest Expense to Limited Partners 0 0 Investment Income Pd to LP's 79,413 79,219 Return of Capital to LP's 30,874 46,854 ------------ -------------- Net Increase (Decrease) in Cash $223,291 $51,545 Cash at the beginning of the year $10,792 $234,083 Cash at the end of the year $234,083 $285,628 Income & Distribution Data for $1,000 Invested for a Compounding Limited Partner (GAAP Basis) $72 $70 Income & Distribution Data for $1,000 Invested for a Limited Partner Receiving Monthly Earning Distribution (GAAP Basis) $70 $68 Cash Distribution to Investors for $1,000 Invested Income (1) $47 $45 Capital (1) $18 $27 Federal Income Tax Results for $1,000 Invested Capital for a Compounding Ltd. Partner $57 $80 Federal Income Tax Results for $1,000 Invested for a Limited Partner Receiving Monthly Earnings Distributions $56 $78 <FN> NOTES: (1) Based upon years initial capital balances </FN> TABLE III OPERATING RESULTS OF PRIOR LIMITED PARTNERSHIPS RMI II (AS OF DECEMBER 31, 1997) (NOT COVERED BY REPORT OF INDEPENDENT PUBLIC ACCOUNTANT) 1984 1985 1986 ------------ ------------ ------------ Gross Revenues $207,656 $218,404 $210,308 Less: General Partners' Mgmt Fee 13,621 14,712 15,480 Mortgage Servicing Fee 9,591 11,334 13,950 Administrative Expenses 6,089 7,500 13,922 Provision for Uncollected Accts 8,282 12,056 4,132 Amortization of Organization and Syndication Costs 755 831 584 Offering Period Interest Expense to Limited Partners 211 0 0 ------------ ------------ ------------ Net Income (GAAP Basis) dist. to Limited Partners $169,107 $171,971 $162,240 ------------ ------------ ------------ Sources of Funds - Net Income $169,107 $171,971 $162,240 Decrease in Assets 0 0 0 Increase in Liabilities 0 217 0 Increase in Applicant's Deposit 0 0 0 Increase in Partners' Capital 116,982 10,320 0 ------------ ------------ ------------ Cash generated from Operations $286,089 $182,508 $162,240 Use of Funds-Increase in Assets $221,005 $44,365 $10,802 Decrease in Liabilities 1,277 0 340 Decrease in Applicant's Deposit 113,968 0 0 Offering Period Interest Expense to Limited Partners 0 0 0 Investment Income Pd to LP's 65,285 75,311 50,444 Return of Capital to LP's 0 0 70,043 ------------ ------------ ------------ Net Increase (Decrease) in Cash $(115,446) $62,832 $30,612 Cash at the beginning of the year $177,223 $61,777 $124,609 Cash at the end of the year $61,777 $124,609 $155,221 Income & Distribution Data for $1,000 Invested for a Compounding Limited Partner (GAAP Basis) $130 $122 $109 Income & Distribution Data for $1,000 Invested for a Limited Partner Receiving Monthly Earning Distribution (GAAP Basis) $123 $116 $104 Cash Distribution to Investors for $1,000 Invested Income (1) $54 $53 $33 Capital (1) 0 0 $46 Federal Income Tax Results for $1,000 Invested Capital for a Compounding Ltd. Partner $130 $122 $109 Federal Income Tax Results for $1,000 Invested for a Limited Partner Receiving Monthly Earnings Distributions $123 $116 $104 <FN> NOTES: (1) Based upon years initial capital balances </FN> TABLE III OPERATING RESULTS OF PRIOR LIMITED PARTNERSHIPS RMI II (AS OF DECEMBER 31, 1997) (NOT COVERED BY REPORT OF INDEPENDENT PUBLIC ACCOUNTANT) 1987 1988 1989 ------------ ------------ ------------ Gross Revenues $208,807 $232,361 $190,156 Less: General Partners' Mgmt Fee 16,238 16,619 14,306 Mortgage Servicing Fee 16,558 17,876 10,740 Administrative Expenses 16,116 16,759 10,208 Provision for Uncollected Accts 0 19,946 4,666 Amortization of Organization and Syndication Costs 0 -0- -0- Offering Period Interest Expense to Limited Partners 0 -0- -0- ------------ ------------ ------------ Net Income (GAAP Basis) dist. to Limited Partners $159,895 $161,161 $150,236 ------------ ------------ ------------ Sources of Funds - Net Income $159,895 $161,161 $150,236 Decrease in Assets 55,985 0 258,519 Increase in Liabilities 0 6,421 0 Increase in Applicant's Deposit 0 0 0 Increase in Partners' Capital 0 0 0 ------------ ------------ ------------ Cash generated from Operations $215,880 $167,582 $408,755 Use of Funds-Increase in Assets 0 $123,504 0 Decrease in Liabilities 8,607 0 7,854 Decrease in Applicant's Deposit 0 0 0 Offering Period Interest Expense to Limited Partners 0 0 0 Investment Income Pd to LP's 45,516 66,746 70,915 Return of Capital to LP's -0- 264,015 327,020 ------------ ------------ ------------ Net Increase (Decrease) in Cash $161,757 $(286,683) $2,966 Cash at the beginning of the year $155,221 $316,978 $30,295 Cash at the end of the year $316,978 $30,295 $33,261 Income & Distribution Data for $1,000 Invested for a Compounding Limited Partner (GAAP Basis) $100 $100 $109 Income & Distribution Data for $1,000 Invested for a Limited Partner Receiving Monthly Earning Distribution (GAAP Basis) $97 $96 $104 Cash Distribution to Investors for $1,000 Invested Income (1) $29 $40 $47 Capital (1) $0 $156 $215 Federal Income Tax Results for $1,000 Invested Capital for a Compounding Ltd. Partner $102 $115 $109 Federal Income Tax Results for $1,000 Invested for a Limited Partner Receiving Monthly Earnings Distributions $97 $110 $106 <FN> NOTES: (1) Based upon years initial capital balances </FN> TABLE III OPERATING RESULTS OF PRIOR LIMITED PARTNERSHIPS RMI II (AS OF DECEMBER 31, 1997) (NOT COVERED BY REPORT OF INDEPENDENT PUBLIC ACCOUNTANT) 1990 1991 1992 ------------ ------------ ------------ Gross Revenues $131,811 $93,683 $92,678 Less: General Partners' Mgmt Fee 11,221 0 0 Mortgage Servicing Fee 5,395 0 2,156 Administrative Expenses 10,146 10,950 12,948 Provision for Uncollected Accts 5,434 57,690 16,886 Amortization of Organization and Syndication Costs 0 0 0 Offering Period Interest Expense to Limited Partners 0 0 0 ------------ ------------ ------------ Net Income (GAAP Basis) dist. to Limited Partners $99,615 $25,043 $60,688 ------------ ------------ ------------ Sources of Funds - Net Income $99,615 $25,043 $60,688 Decrease in Assets 58,107 69,363 0 Increase in Liabilities 0 11,604 0 Increase in Applicant's Deposit 0 0 0 Increase in Partners' Capital 0 0 0 ------------ ------------ ------------ Cash generated from Operations $157,722 $106,010 $60,688 Use of Funds-Increase in Assets 0 0 11,908 Decrease in Liabilities 845 0 9,935 Decrease in Applicant's Deposit 0 0 0 Offering Period Interest Expense to Limited Partners 0 0 0 Investment Income Pd to LP's 40,172 27,856 5,765 Return of Capital to LP's 130,796 54,362 66,267 ------------ ------------ ------------ Net Increase (Decrease) in Cash $(14,091) $23,792 $(33,187) Cash at the beginning of the year $ 33,261 $19,170 $42,962 Cash at the end of the year $ 19,170 $42,962 $9,775 Income & Distribution Data for $1,000 Invested for a Compounding Limited Partner (GAAP Basis) $83 $20 $53 Income & Distribution Data for $1,000 Invested for a Limited Partner Receiving Monthly Earning Distribution (GAAP Basis) $80 $20 $53 Cash Distribution to Investors for $1,000 Invested Income (1) $32 $23 $5 Capital (1) $103 $45 $58 Federal Income Tax Results for $1,000 Invested Capital for a Compounding Ltd. Partner $88 $15 $67 Federal Income Tax Results for $1,000 Invested for a Limited Partner Receiving Monthly Earnings Distributions $85 $16 $67 <FN> NOTES: (1) Based upon years initial capital balances </FN> TABLE III OPERATING RESULTS OF PRIOR LIMITED PARTNERSHIPS RMI II (AS OF DECEMBER 31, 1997) (NOT COVERED BY REPORT OF INDEPENDENT PUBLIC ACCOUNTANT) 1993 1994 1995 ------------ ------------ ------------ Gross Revenues $130,958 $102,122 $100,734 Less: General Partners' Mgmt Fee 1,523 3,533 9,858 Mortgage Servicing Fee 8,626 7,131 6,124 Administrative Expenses 10,950 14,130 10,232 Provision for Uncollected Accts 68,644 33,851 27,874 Amortization of Organization and Syndication Costs 0 0 0 Offering Period Interest Expense to Limited Partners 0 0 0 ------------ ------------ ------------ Net Income (GAAP Basis) dist. to Limited Partners $41,215 $43,477 $46,646 ------------ ------------ ------------ Sources of Funds - Net Income $41,215 $43,477 $46,646 Decrease in Assets 213,667 0 121,620 Increase in Liabilities 0 535 4,723 Increase in Applicant's Deposit 0 0 0 Increase in Partners' Capital 0 0 0 ------------ ------------ ------------ Cash generated from Operations $ 254,882 $ 44,012 $ 172,989 Use of Funds-Increase in Assets 0 $ 99,062 0 Decrease in Liabilities 355 0 0 Decrease in Applicant's Deposit 0 0 0 Offering Period Interest Expense to Limited Partners 0 0 0 Investment Income Pd to LP's 16,423 19,630 21,689 Return of Capital to LP's 78,361 87,614 100,673 ------------ ------------ ------------ Net Increase (Decrease) in Cash $159,743 $(162,294) $50,627 Cash at the beginning of the year $9,775 $169,518 $7,224 Cash at the end of the year $169,518 $7,224 $57,851 Income & Distribution Data for $1,000 Invested for a Compounding Limited Partner (GAAP Basis) $37 $41 $48 Income & Distribution Data for $1,000 Invested for a Limited Partner Receiving Monthly Earning Distribution (GAAP Basis) $37 $41 $47 Cash Distribution to Investors for $1,000 Invested Income (1) $15 $18 $21 Capital (1) $69 $81 $99 Federal Income Tax Results for $1,000 Invested Capital for a Compounding Ltd. Partner $100 $(6) $77 Federal Income Tax Results for $1,000 Invested for a Limited Partner Receiving Monthly Earnings Distributions $98 $(6) $75 <FN> NOTES: (1) Based upon years initial capital balances </FN> TABLE III OPERATING RESULTS OF PRIOR LIMITED PARTNERSHIPS RMI II (AS OF DECEMBER 31, 1997) (NOT COVERED BY REPORT OF INDEPENDENT PUBLIC ACCOUNTANT) 1996 1997 ------------ --------------- Gross Revenues $100,382 $88,149 Less: General Partners' Mgmt Fee 3,061 2,841 Mortgage Servicing Fee 18,314 4,577 Administrative Expenses 10,597 9,811 Provision for Uncollected Accts 20,670 17,950 Amortization of Organization and Syndication Costs 0 0 Offering Period Interest Expense to Limited Partners 0 0 ------------ --------------- Net Income (GAAP Basis) dist. to Limited Partners $47,740 $52,970 --------------- ------------ Sources of Funds - Net Income 47,740 52,970 Decrease in Assets 168,233 0 Increase in Liabilities 0 0 Increase in Applicant's Deposit 0 0 Increase in Partners' Capital 0 0 ------------ --------------- Cash generated from Operations $215,973 $52,970 Use of Funds-Increase in Assets 0 15,540 Decrease in Liabilities 6,572 14,830 Decrease in Applicant's Deposit 0 0 Offering Period Interest Expense to Limited Partners 0 0 Investment Income Pd to LP's 21,264 23,690 Return of Capital to LP's 89,158 97,517 ------------ --------------- Net Increase (Decrease) in Cash $98,979 $(98,607) Cash at the beginning of the year $57,851 $156,830 Cash at the end of the year $156,830 $58,223 Income & Distribution Data for $1,000 Invested for a Compounding Limited Partner (GAAP Basis) $53 $63 Income & Distribution Data for $1,000 Invested for a Limited Partner Receiving Monthly Earning Distribution (GAAP Basis) $51 $62 Cash Distribution to Investors for $1,000 Invested Income (1) $23 $27 Capital (1) $95 $111 Federal Income Tax Results for $1,000 Invested Capital for a Compounding Ltd. Partner $49 $75 Federal Income Tax Results for $1,000 Invested for a Limited Partner Receiving Monthly Earnings Distributions $48 $73 <FN> NOTES: (1) Based upon years initial capital balances </FN> TABLE III OPERATING RESULTS OF PRIOR LIMITED PARTNERSHIPS RMI (AS OF DECEMBER 31, 1997) (NOT COVERED BY REPORT OF INDEPENDENT PUBLIC ACCOUNTANT) 1984 1985 1986 ------------ ------------ ------------ Gross Revenues $188,289 $205,116 $206,710 Less: General Partners' Mgmt Fee 1,539 1,434 1,491 Mortgage Servicing Fee 10,735 11,808 13,240 Administrative Expenses 2,734 8,476 15,253 Provision for Uncollected Accts 22,278 51,508 15,498 Amortization of Organization and Syndication Costs 0 0 0 Offering Period Interest Expense to Limited Partners 0 0 0 ------------ ------------ ------------ Net Income (GAAP Basis) dist. to Limited Partners $151,003 $131,890 $161,228 ------------ ------------ ------------ Sources of Funds - Net Income $151,003 $131,890 $161,228 Decrease in Assets 0 0 0 Increase in Liabilities 0 591 4,677 Increase in Applicant's Deposit 0 0 0 Increase in Partners' Capital 0 0 0 ------------ ------------ ------------ Cash generated from Operations $151,003 $132,481 $165,905 Use of Funds-Increase in Assets $209,076 $8,249 $42,076 Decrease in Liabilities 952 0 0 Decrease in Applicant's Deposit 0 0 0 Offering Period Interest Expense to Limited Partners 0 0 0 Investment Income Pd to LP's 2,205 15,746 14,701 Return of Capital to LP's 53,363 100,073 76,449 ------------ ------------ ------------ Net Increase (Decrease) in Cash $(114,593) $8,413 $32,679 Cash at the beginning of the year $187,939 $73,346 $81,759 Cash at the end of the year $73,346 $81,759 $114,438 Income & Distribution Data for $1,000 Invested for a Compounding Limited Partner (GAAP Basis) $107 $87 $105 Cash Distribution to Investors for $1,000 Invested Income (1) $2 $10 $9 Capital (1) $37 $65 $49 Federal Income Tax Results for $1,000 Invested Capital for a Compounding Ltd. Partner $107 $87 $105 <FN> NOTES: (1) Based upon years initial capital balances </FN> TABLE III OPERATING RESULTS OF PRIOR LIMITED PARTNERSHIPS RMI (AS OF DECEMBER 31, 1997) (NOT COVERED BY REPORT OF INDEPENDENT PUBLIC ACCOUNTANT) 1987 1988 1989 ------------ ------------ ------------ Gross Revenues $207,133 $217,668 $209,477 Less: General Partners' Mgmt Fee 9,278 12,359 12,504 Mortgage Servicing Fee 13,099 14,742 12,654 Administrative Expenses 15,674 15,015 12,971 Provision for Uncollected Accts 16,734 23,499 7,993 Amortization of Organization and Syndication Costs 0 0 0 Offering Period Interest Expense to Limited Partners 0 0 0 ------------ ------------ ------------ Net Income (GAAP Basis) dist. to Limited Partners $152,348 $152,053 $163,355 ------------ ------------ ------------ Sources of Funds - Net Income $152,348 $152,053 $163,355 Decrease in Assets 34,814 0 0 Increase in Liabilities 0 4,608 0 Increase in Applicant's Deposit 0 0 0 Increase in Partners' Capital 0 0 0 ------------ ------------ ------------ Cash generated from Operations $187,162 $156,661 $163,355 Use of Funds-Increase in Assets 0 $85,795 $86,738 Decrease in Liabilities 1,142 0 6,916 Decrease in Applicant's Deposit 0 0 0 Offering Period Interest Expense to Limited Partners 0 0 0 Investment Income Pd to LP's 16,331 25,710 37,745 Return of Capital to LP's 112,317 113,029 119,469 ------------ ------------ ------------ Net Increase (Decrease) in Cash $57,372 $(67,873) $(87,513) Cash at the beginning of the year $114,438 $171,810 $103,937 Cash at the end of the year $171,810 $103,937 $16,424 Income & Distribution Data for $1,000 Invested for a Compounding Limited Partner (GAAP Basis) $96 $95 $101 Cash Distribution to Investors for $1,000 Invested Income (1) $10 $16 $23 Capital (1) $69 $69 $72 Federal Income Tax Results for $1,000 Invested Capital for a Compounding Ltd. Partner $96 $95 $101 <FN> NOTES: (1) Based upon years initial capital balances </FN> TABLE III OPERATING RESULTS OF PRIOR LIMITED PARTNERSHIPS RMI (AS OF DECEMBER 31, 1997 (NOT COVERED BY REPORT OF INDEPENDENT PUBLIC ACCOUNTANT) 1990 1991 1992 ------------ ------------ ------------ Gross Revenues $187,920 $152,401 $143,619 Less: General Partners' Mgmt Fee 12,398 11,129 0 Mortgage Servicing Fee 10,551 0 3,562 Administrative Expenses 10,999 12,481 20,051 Provision for Uncollected Accts 5,681 56,012 52,860 Amortization of Organization and Syndication Costs 0 0 0 Offering Period Interest Expense to Limited Partners 0 0 0 ------------ ------------ ------------ Net Income (GAAP Basis) dist. to Limited Partners $148,291 $72,779 $67,146 ------------ ------------ ------------ Sources of Funds - Net Income $148,291 $72,779 $67,146 Decrease in Assets 226,219 0 0 Increase in Liabilities 0 11,215 0 Increase in Applicant's Deposit 0 0 0 Increase in Partners' Capital 0 0 0 ------------ ------------ ------------ Cash generated from Operations $374,510 $83,994 $67,146 Use of Funds-Increase in Assets 0 $67,263 $51,385 Decrease in Liabilities 2,500 0 10,129 Decrease in Applicant's Deposit 0 0 0 Offering Period Interest Expense to Limited Partners 0 0 0 Investment Income Pd to LP's 51,260 25,014 7,600 Return of Capital to LP's 149,425 93,506 66,017 ------------ ------------ ------------ Net Increase (Decrease) in Cash $171,325 $(101,789) $(67,985) Cash at the beginning of the year $16,424 $187,749 $85,960 Cash at the end of the year $187,749 $85,960 $17,975 Income & Distribution Data for $1,000 Invested for a Compounding Limited Partner (GAAP Basis) $92 $45 $43 Cash Distribution to Investors for $1,000 Invested Income (1) $31 $15 $5 Capital (1) $90 $58 $42 Federal Income Tax Results for $1,000 Invested Capital for a Compounding Ltd. Partner $98 $40 $77 <FN> NOTES: (1) Based upon years initial capital balances </FN> TABLE III OPERATING RESULTS OF PRIOR LIMITED PARTNERSHIPS RMI (AS OF DECEMBER 31, 1997) (NOT COVERED BY REPORT OF INDEPENDENT PUBLIC ACCOUNTANT) 1993 1994 1995 ------------ ------------ ------------ Gross Revenues $214,168 $151,237 $153,757 Less: General Partners' Mgmt Fee 1,942 3,819 5,597 Mortgage Servicing Fee 12,231 9,961 9,579 Administrative Expenses 31,039 23,433 11,724 Provision for Uncollected Accts 96,493 37,822 48,471 Amortization of Organization and Syndication Costs 0 0 0 Offering Period Interest Expense to Limited Partners 0 0 0 ------------ ------------ ------------ Net Income (GAAP Basis) dist. to Limited Partners $72,463 $76,202 $78,386 ------------ ------------ ------------ Sources of Funds - Net Income $72,463 $76,202 $78,386 Decrease in Assets 207,128 0 41,320 Increase in Liabilities 9,332 0 16 Increase in Applicant's Deposit 0 0 0 Increase in Partners' Capital 0 0 0 ------------ ------------ ------------ Cash generated from Operations $288,923 $76,202 $119,722 Use of Funds-Increase in Assets 0 $75,654 0 Decrease in Liabilities 0 9,152 0 Decrease in Applicant's Deposit 0 0 0 Offering Period Interest Expense to Limited Partners 0 0 0 Investment Income Pd to LP's 18,867 28,658 28,580 Return of Capital to LP's 78,090 69,512 124,513 ------------ ------------ ------------ Net Increase (Decrease) in Cash $191,966 $(106,774) $(33,371) Cash at the beginning of the year $17,975 $209,941 $103,167 Cash at the end of the year $209,941 $103,167 $69,796 Income & Distribution Data for $1,000 Invested for a Compounding Limited Partner (GAAP Basis) $47 $50 $53 Cash Distribution to Investors for $1,000 Invested Income (1) $12 $19 $19 Capital (1) $50 $45 $82 Federal Income Tax Results for $1,000 Invested Capital for a Compounding Ltd. Partner $9 $(18) $80 <FN> NOTES: (1) Based upon years initial capital balances </FN> TABLE III OPERATING RESULTS OF PRIOR LIMITED PARTNERSHIPS RMI (AS OF DECEMBER 31, 1997) (NOT COVERED BY REPORT OF INDEPENDENT PUBLIC ACCOUNTANT) 1996 1997 ------------ --------------- Gross Revenues $135,273 $130,974 Less: General Partners' Mgmt Fee 10,686 3,431 Mortgage Servicing Fee 24,133 7,499 Administrative Expenses 12,170 12,038 Provision for Uncollected Accts 8,845 20,435 Amortization of Organization and Syndication Costs 0 0 Offering Period Interest Expense to Limited Partners 0 0 ------------ --------------- Net Income (GAAP Basis) dist. to Limited Partners $79,439 $87,571 --------------- ------------ Sources of Funds - Net Income $79,439 $87,571 Decrease in Assets 208,623 0 Increase in Liabilities 23,127 0 Increase in Applicant's Deposit 0 0 Increase in Partners' Capital 0 0 ------------ --------------- Cash generated from Operations $311,189 $87,571 Use of Funds-Increase in Assets $0 $140,251 Decrease in Liabilities 0 24,992 Decrease in Applicant's Deposit 0 0 Offering Period Interest Expense to Limited Partners 0 0 Investment Income Pd to LP's 25,439 29,816 Return of Capital to LP's 101,605 130,035 ------------ --------------- Net Increase (Decrease) in Cash $184,145 $(237,523) Cash at the beginning of the year $69,796 $253,941 Cash at the end of the year $253,941 $16,418 Income & Distribution Data for $1,000 Invested for a Compounding Limited Partner (GAAP Basis) $56 $65 Cash Distribution to Investors for $1,000 Invested Income (1) $18 $21 Capital (1) $71 $93 Federal Income Tax Results for $1,000 Invested Capital for a Compounding Ltd. Partner $31 $68 <FN> NOTES: (1) Based upon years initial capital balances </FN> TABLE III OPERATING RESULTS OF PRIOR LIMITED PARTNERSHIPS CMI (CONSOLIDATED) (AS OF DECEMBER 31, 1997) (NOT COVERED BY REPORT OF INDEPENDENT PUBLIC ACCOUNTANT) 1984 1985 1986 ------------ ------------ ------------ Gross Revenues $592,783 $567,307 $515,812 Less: General Partners' Mgmt Fee 28,027 5,366 5,336 Mortgage Servicing Fee 28,169 33,756 42,630 Administrative Expenses 28,900 34,833 58,759 Provision for Uncollected Accts 77,966 155,408 171,844 Amortization of Organization and Syndication Costs 2,123 1,132 1,877 Offering Period Interest Expense to Limited Partners 3,529 2,997 1,849 ------------ ------------ ------------ Net Income (GAAP Basis) dist. to Limited Partners $424,069 $333,815 $233,518 ------------ ------------ ------------ Sources of Funds - Net Income $424,069 $333,815 233,518 Decrease in Assets 274,181 873,340 919,823 Increase in Liabilities 1,323 3,129 6,384 Increase in Applicant's Deposit 42,433 0 0 Increase in Partners' Capital 233,005 228,018 223,959 ------------ ------------ ------------ Cash generated from Operations $975,011 $1,438,302 $1,383,684 Use of Funds-Increase in Assets 0 0 0 Decrease in Liabilities 0 0 0 Decrease in Applicant's Deposit 0 44,725 15,712 Offering Period Interest Expense to Limited Partners 0 0 0 Investment Income Pd to LP's 95,851 123,166 125,074 Return of Capital to LP's 969,496 1,521,375 1,171,920 ------------ ------------ ------------ Net Increase (Decrease) in Cash $(90,336) $(250,964) $70,979 Cash at the beginning of the year $432,118 $341,782 $90,818 Cash at the end of the year $341,782 $ 90,818 $161,797 Income & Distribution Data for $1,000 Invested Net Income CMI (Original Portfolio) (GAAP Basis) $59 $47 $32 Net Income CMI II (New Portfolio of CMI) (GAAP Basis) $128 $122 $108 Cash Distribution to Investors for $1,000 Invested: CMI (Original Portfolio) Income (1) $13 $18 $23 Capital (1) $130 $224 $216 CMI II (New Portfolio of CMI) Income (1) 0 0 0 Capital (1) 0 0 0 Federal Income Tax Results for $1,000 Invested Capital Ordinary Income from Operations CMI (Original Portfolio) $59 $47 $32 Ordinary Income from Operations CMI II (New Portfolio of CMI $130 $123 $110 <FN> NOTES: (1) Based upon years initial capital balances (2) CMI II (New Portfolio of CMI I) commenced operation on January 1, 1984 </FN> TABLE III OPERATING RESULTS OF PRIOR LIMITED PARTNERSHIPS CMI (CONSOLIDATED) (AS OF DECEMBER 31, 1997) (NOT COVERED BY REPORT OF INDEPENDENT PUBLIC ACCOUNTANT) 1987 1988 1989 ------------ ------------ ------------ Gross Revenues $454,722 $327,040 $355,951 Less: General Partners' Mgmt Fee 6,884 7,631 8,223 Mortgage Servicing Fee 26,258 25,206 9,007 Administrative Expenses 45,785 40,102 27,002 Provision for Uncollected Accts 140,639 75,443 170,176 Amortization of Organization and Syndication Costs 800 793 0 Offering Period Interest Expense to Limited Partners 255 0 0 ------------ ------------ ------------ Net Income (GAAP Basis) dist. to Limited Partners $234,101 $177,865 $141,543 ------------ ------------ ------------ Sources of Funds - Net Income $234,101 $177,865 $141,543 Decrease in Assets 977,963 963,036 423,042 Increase in Liabilities 0 4,680 0 Increase in Applicant's Deposit 0 0 0 Increase in Partners' Capital 70,223 1 0 ------------ ------------ ------------ Cash generated from Operations $1,282,287 $1,145,582 $564,585 Use of Funds-Increase in Assets 0 0 0 Decrease in Liabilities 9,039 0 6,543 Decrease in Applicant's Deposit 56,068 0 0 Offering Period Interest Expense to Limited Partners 0 0 0 Investment Income Pd to LP's 50,657 59,413 33,471 Return of Capital to LP's 1,249,210 765,486 604,010 ------------ ------------ ------------ Net Increase (Decrease) in Cash $(82,687) $320,683 $(79,439) Cash at the beginning of the year $161,797 $79,110 $399,793 Cash at the end of the year $79,110 $399,793 $320,354 Income & Distribution Data for $1,000 Invested Net Income CMI (Original Portfolio) (GAAP Basis) $37 $28 $18 Net Income CMI II (New Portfolio of CMI) (GAAP Basis) $100 $98 $92 Cash Distribution to Investors for $1,000 Invested: CMI (Original Portfolio) Income (1) $12 $17 $10 Capital (1) $292 $243 $243 CMI II (New Portfolio of CMI) Income (1) 0 $6 $9 Capital (1) 0 $6 $21 Federal Income Tax Results for $1,000 Invested Capital Ordinary Income from Operations CMI (Original Portfolio) $37 $28 $19 Ordinary Income from Operations CMI II (New Portfolio of CMI $102 $101 $96 <FN> NOTES: (1) Based upon years initial capital balances (2) CMI II (New Portfolio of CMI I) commenced operation on January 1, 1984 </FN> TABLE III OPERATING RESULTS OF PRIOR LIMITED PARTNERSHIPS CMI (CONSOLIDATED) (AS OF DECEMBER 31, 1997) (NOT COVERED BY REPORT OF INDEPENDENT PUBLIC ACCOUNTANT) 1990 1991 1992 ------------ ------------ ------------ Gross Revenues $294,299 $310,196 $279,365 Less: General Partners' Mgmt Fee 9,821 18,751 17,149 Mortgage Servicing Fee 12,034 18,904 21,171 Administrative Expenses 22,840 23,084 24,763 Provision for Uncollected Accts 129,980 80,123 32,831 Amortization of Organization and Syndication Costs 0 0 0 Offering Period Interest Expense to Limited Partners 0 0 0 ------------ ------------ ------------ Net Income (GAAP Basis) dist. to Limited Partners $119,624 $169,334 $183,451 ------------ ------------ ------------ Sources of Funds - Net Income $119,624 $169,334 $183,451 Decrease in Assets 287,077 298,408 0 Increase in Liabilities 0 14,202 0 Increase in Applicant's Deposit 0 0 0 Increase in Partners' Capital 0 0 0 ------------ ------------ ------------ Cash generated from Operations $406,701 $481,944 $183,451 Use of Funds-Increase in Assets 0 0 74,593 Decrease in Liabilities 1,718 0 2,981 Decrease in Applicant's Deposit 0 0 0 Offering Period Interest Expense to Limited Partners 0 0 0 Investment Income Pd to LP's 28,704 46,573 48,497 Return of Capital to LP's 477,549 356,864 259,493 ------------ ------------ ------------ Net Increase (Decrease) in Cash $(101,270) $78,507 $(202,113) Cash at the beginning of the year $320,354 $219,084 $297,591 Cash at the end of the year $219,084 $297,591 $95,478 Income & Distribution Data for $1,000 Invested Net Income CMI (Original Portfolio) (GAAP Basis) $7 $58 $82 Net Income CMI II (New Portfolio of CMI) (GAAP Basis) $93 $81 $82 Cash Distribution to Investors for $1,000 Invested: CMI (Original Portfolio) Income (1) $3 $18 $18 Capital (1) $249 $204 $142 CMI II (New Portfolio of CMI) Income (1) $20 $18 $22 Capital (1) $20 $63 $81 Federal Income Tax Results for $1,000 Invested Capital Ordinary Income from Operations CMI (Original Portfolio) $7 $105 $75 Ordinary Income from Operations CMI II (New Portfolio of CMI $100 $101 $75 <FN> NOTES: (1) Based upon years initial capital balances (2) CMI II (New Portfolio of CMI I) commenced operation on January 1, 1984 </FN> TABLE III OPERATING RESULTS OF PRIOR LIMITED PARTNERSHIPS CMI (CONSOLIDATED) (AS OF DECEMBER 31, 1997) (NOT COVERED BY REPORT OF INDEPENDENT PUBLIC ACCOUNTANT) 1993 1994 1995 ------------ ------------ ------------ Gross Revenues $258,338 $204,608 $210,590 Less: General Partners' Mgmt Fee 16,318 15,274 14,180 Mortgage Servicing Fee 18,665 12,451 18,193 Administrative Expenses 17,943 16,687 14,485 Provision for Uncollected Accts 72,551 74,215 69,692 Amortization of Organization and Syndication Costs 0 0 0 Offering Period Interest Expense to Limited Partners 0 0 0 ------------ ------------ ------------ Net Income (GAAP Basis) dist. to Limited Partners $132,861 $ 85,981 $94 040 ------------ ------------ ------------ Sources of Funds - Net Income $132,861 $85,981 $94,040 Decrease in Assets 220,577 140,444 29,224 Increase in Liabilities 0 0 0 Increase in Applicant's Deposit 0 0 0 Increase in Partners' Capital 0 0 0 ------------ ------------ ------------ Cash generated from Operations $353,438 $226,425 $123,264 Use of Funds-Increase in Assets 0 0 0 Decrease in Liabilities 2,954 2,600 0 Decrease in Applicant's Deposit 0 0 0 Offering Period Interest Expense to Limited Partners 0 0 0 Investment Income Pd to LP's 37,370 26,841 33,554 Return of Capital to LP's 235,477 188,064 214,560 ------------ ------------ ------------ Net Increase (Decrease) in Cash $77,637 $8,920 $(124,850) Cash at the beginning of the year $95,478 $173,115 $182,035 Cash at the end of the year $173,115 $182,035 $57,185 Income & Distribution Data for $1,000 Invested Net Income CMI (Original Portfolio) (GAAP Basis) $61 $42 $50 Net Income CMI II (New Portfolio of CMI) (GAAP Basis) $61 $42 $50 Cash Distribution to Investors for $1,000 Invested: CMI (Original Portfolio) Income (1) $18 $17 $24 Capital (1) $138 $122 $137 CMI II (New Portfolio of CMI) Income (1) $14 $10 $12 Capital (1) $77 $64 $89 Federal Income Tax Results for $1,000 Invested Capital Ordinary Income from Operations CMI (Original Portfolio) $23 $53 $93 Ordinary Income from Operations CMI II (New Portfolio of CMI $23 $53 $93 <FN> NOTES: (1) Based upon years initial capital balances (2) CMI II (New Portfolio of CMI I) commenced operation on January 1, 1984 </FN> TABLE III OPERATING RESULTS OF PRIOR LIMITED PARTNERSHIPS CMI (CONSOLIDATED) (AS OF DECEMBER 31, 1997) (NOT COVERED BY REPORT OF INDEPENDENT PUBLIC ACCOUNTANT) 1996 1997 ------------ --------------- Gross Revenues $193,218 $180,117 Less: General Partners' Mgmt Fee 13,117 12,229 Mortgage Servicing Fee 18,050 14,935 Administrative Expenses 14,341 14,182 Provision for Uncollected Accts 49,281 32,877 Amortization of Organization and Syndication Costs 0 0 Offering Period Interest Expense to Limited Partners 0 0 ------------ --------------- Net Income (GAAP Basis) dist. to Limited Partners $98,429 $105,894 --------------- ------------ Sources of Funds - Net Income $98,429 $105,894 Decrease in Assets 143,063 204,288 Increase in Liabilities 3,900 0 Increase in Applicant's Deposit 0 0 Increase in Partners' Capital 0 0 ------------ --------------- Cash generated from Operations $245,392 $310,182 Use of Funds-Increase in Assets 0 0 Decrease in Liabilities 0 3,738 Decrease in Applicant's Deposit 0 0 Offering Period Interest Expense to Limited Partners 0 0 Investment Income Pd to LP's 28,260 33,904 Return of Capital to LP's 189,391 206,685 ------------ --------------- Net Increase (Decrease) in Cash $27,741 $65,855 Cash at the beginning of the year $57,185 $84,926 Cash at the end of the year $84,926 $150,781 Income & Distribution Data for $1,000 Invested Net Income CMI (Original Portfolio) (GAAP Basis) $57 $66 Net Income CMI II (New Portfolio of CMI) (GAAP Basis) $57 $66 Cash Distribution to Investors for $1,000 Invested: CMI (Original Portfolio) Income (1) $21 $20 Capital (1) $149 $169 CMI II (New Portfolio of CMI) Income (1) $12 $21 Capital (1) $74 $93 Federal Income Tax Results for $1,000 Invested Capital Ordinary Income from Operations CMI (Original Portfolio) $84 $76 Ordinary Income from Operations CMI II (New Portfolio of $84 $76 CMI) <FN> NOTES: (1) Based upon years initial capital balances (2) CMI II (New Portfolio of CMI I) commenced operation on January 1, 1984 </FN> TABLE V PAYMENT OF MORTGAGE INVESTMENTS REDWOOD MORTGAGE INVESTORS VIII FOR THE THREE YEARS ENDING DECEMBER 31, 1997 SINGLE FAMILY 1-4 UNITS (county) ==================== ================== ====================== ====================== =================== ----------------- PROPERTY FUNDED CLOSED ON MORTGAGE INVESTMENT INTEREST/ PROCEEDS AMOUNT LATE/MISC TO DATE ==================== ================== ====================== ====================== =================== ----------------- Santa Clara 06/01/93 03/13/95 99000.00 17191.42 116191.42 San Mateo 07/19/94 06/20/95 40000.00 3076.20 43076.20 Santa Clara 06/04/93 12/31/95 100000.00 26825.94 126825.94 Santa Clara 05/31/95 02/09/96 278207.20 17936.60 296143.80 San Mateo 10/08/93 02/15/96 130000.00 *29280.87 159280.87 Santa Clara 12/29/94 03/13/96 250000.00 *17701.60 267701.60 San Mateo 02/21/96 05/20/96 58500.00 *1932.93 60432.93 San Mateo 11/15/94 05/30/96 213717.85 *18344.35 232062.20 San Mateo 09/15/95 06/06/96 3277600.49 *355868.81 3,633,469.30 Marin 05/05/94 06/14/96 300000.00 *65081.60 365081.60 Alameda 12/05/95 07/24/96 49753.82 *2853.90 52607.72 Alameda 11/29/94 08/05/96 60000.00 *10253.51 70253.51 Monterey 02/14/95 08/30/96 239507.90 *34227.09 273734.99 Marin 05/11/95 11/06/96 50000.00 *8446.53 58446.53 San Mateo 03/22/94 11/15/96 100000.00 *25983.46 125983.46 Alameda 08/05/94 11/22/96 410000.00 *88249.87 498249.87 San Mateo 04/30/96 12/11/96 453720.67 *25915.39 479636.06 San Francisco 03/27/96 03/18/97 125000.00 *14059.97 139059.97 San Francisco 04/15/93 03/19/97 70125.00 *22935.84 93060.84 San Mateo 03/09/95 03/27/97 80000.00 *18925.90 98952.90 San Mateo 04/11/96 04/21/97 325000.00 *32826.90 357826.90 Sonoma 03/04/94 04/25/97 93400.00 *27746.86 121146.86 Tuolomne 03/26/93 05/14/97 100000.00 *43838.58 143838.58 Santa Clara 06/30/95 06/06/97 44000.00 *9251.29 53251.29 Marin 10/17/95 06/09/97 770000.00 *105256.69 875256.69 San Mateo 08/09/96 06/24/97 65000.00 *6511.02 71511.02 Stanislaus 08/04/95 09/08/97 50000.00 *10746.68 60746.68 San Francisco 09/12/95 10/01/97 250000.00 *57678.67 307678.67 San Mateo 08/30/96 10/06/97 445000.00 *44544.27 489544.27 - -------------------- ------------------ ---------------------- ---------------------- ------------------- ----------------- MULTIPLE 5+ UNITS (county) ==================== ================== ====================== ====================== =================== ----------------- PROPERTY FUNDED CLOSED ON MORTGAGE INVESTMENT INTEREST/ PROCEEDS AMOUNT LATE/MISC TO DATE ==================== ================== ====================== ====================== =================== ----------------- Alameda 04/28/93 12/01/95 50000.00 9239.47 59239.47 San Francisco 07/20/94 01/19/96 175000.00 *12148.49 187148.49 Contra Costa 01/06/94 01/19/96 1073720.93 *147243.75 1220964.68 Alameda 03/17/95 05/31/96 13000.00 *1721.25 14721.25 San Francisco 02/05/96 12/27/96 883750.00 *50570.34 934320.34 - -------------------- ------------------ ---------------------- ---------------------- ------------------- ----------------- TABLE V PAYMENT OF MORTGAGE INVESTMENTS REDWOOD MORTGAGE INVESTORS VIII FOR THE THREE YEARS ENDING DECEMBER 31, 1997 COMMERCIAL (county) CONTINUED ==================== ================== ===================== ======================= =================== ----------------- PROPERTY FUNDED CLOSED ON MORTGAGE INVESTMENT INTEREST/ PROCEEDS AMOUNT LATE/MISC TO DATE ==================== ================== ===================== ======================= =================== ----------------- Merced 06/02/93 10/31/94 45000.00 7163.32 52163.32 Alameda 01/14/94 03/17/95 300000.00 34922.50 334922.50 Alameda 10/14/94 05/31/95 310000.00 20774.14 330774.14 Santa Clara 01/26/96 03/21/96 1125000.00 *18882.96 1143882.96 San Francisco 03/19/93 06/28/96 116500.00 *36543.05 153043.05 Santa Clara 12/30/94 06/30/96 95000.00 *15257.72 110257.72 San Francisco 03/10/93 02/15/96 114000.00 *39249.06 153249.06 San Mateo 07/25/94 09/26/96 700000.00 *184662.96 884662.96 Santa Clara 10/31/94 10/01/96 500000.00 *100224.84 600224.84 San Luis Obispo 03/14/96 05/23/97 300000.00 *45007.71 345007.71 San Mateo 05/26/94 05/30/97 280000.00 *86457.95 366457.95 San Francisco 10/28/96 07/17/97 975000.00 *82881.25 1057881.25 San Francisco 01/15/97 07/17/97 745474.49 *32064.27 777538.76 San Francisco 04/30/97 07/17/97 50000.00 *1300.00 51300.00 San Francisco 04/20/95 09/18/97 400000.00 *55785.90 455785.90 San Mateo 08/28/95 10/14/97 750000.00 *210514.55 960514.55 Santa Clara 03/27/96 10/24/97 800000.00 *151285.28 951285.28 Santa Barbara 05/10/94 10/31/97 425000.00 *167181.54 592181.54 San Mateo 06/30/95 12/05/97 130000.00 *45729.11 175729.11 Santa Clara 09/29/95 12/18/97 1050000.00 *278130.56 1328130.56 - -------------------- ------------------ --------------------- ----------------------- ------------------- ----------------- <FN> * Interest payment received for 1996, and thereafter, shown as gross of mortgage servicing fee. Prior to 1996 interest payments shown as net of mortgage servicing fee. In 1997, the Partnership paid $189,692 in such fees to Redwood Mortgage, the mortgage servicing agent. </FN> TABLE V PAYMENT OF MORTGAGE INVESTMENTS REDWOOD MORTGAGE INVESTORS VII FOR THE THREE YEARS ENDING DECEMBER 31, 1997 SINGLE FAMILY 1-4 UNITS (county) =================== ================= ====================== ======================== =================== ----------------- PROPERTY FUNDED CLOSED ON MORTGAGE INVESTMENT INTEREST/ PROCEEDS AMOUNT LATE/MISC TO DATE =================== ================= ====================== ======================== =================== ----------------- Solano 09/21/91 02/22/95 294500.00 -19094.98 275405.02 Alameda 08/07/92 03/31/95 135000.00 39743.01 174743.01 San Mateo 08/12/91 03/10/95 196000.00 -17431.30 178568.70 San Mateo 12/11/91 04/18/95 95000.00 -16923.29 78076.71 San Mateo 07/28/93 07/14/95 60000.00 12275.08 72275.08 Alameda 02/23/93 06/13/95 104000.00 27469.23 131469.23 San Mateo 07/26/91 08/21/95 71000.00 25231.62 -45768.38 Monterey 09/18/92 09/27/95 110000.00 -72503.76 37496.24 San Mateo 11/09/93 09/29/95 153000.00 25546.76 178546.76 San Mateo 12/07/93 09/29/95 25000.00 4467.56 29467.56 San Mateo 03/10/95 11/29/95 200000.00 11018.65 211018.65 Santa Clara 06/04/93 12/31/95 25000.00 6858.86 31858.86 Contra Costa 03/17/93 03/29/96 73231.67 *5525.66 78,757.33 Mendocino 08/06/93 03/31/96 330000.00 *93954.87 393954.87 San Mateo 02/21/96 05/20/96 58500.00 *1932.94 60432.94 San Mateo 11/15/94 05/30/96 213717.85 *18705.09 232422.94 Marin 05/05/94 06/14/96 150000.00 *33530.02 183530.02 Santa Clara 10/29/92 07/23/96 209500.00 *83174.41 292674.41 Monterey 02/14/95 08/30/96 239507.90 *35047.91 274555.81 Sonoma 01/26/93 09/26/96 13420.13 *12659.66 26,079.79 Sonoma 01/26/93 09/30/96 13420.13 *12683.14 26,103.27 San Mateo 12/31/89 09/30/96 57959.24 *91871.30 149,830.54 San Mateo 06/24/92 03/13/97 81000.00 *45775.04 126775.04 San Francisco 04/15/93 03/19/97 50000.00 *17967.50 67967.50 Alameda 08/16/91 04/11/97 66000.00 *41506.43 107506.43 San Mateo 10/10/96 04/14/97 29944.39 *1234.15 31178.54 San Francisco 07/15/96 05/09/97 320000.00 *20144.66 340144.66 Tuolomne 03/26/93 05/14/97 175000.00 *36244.52 211244.52 San Mateo 08/12/91 05/31/97 108270.70 *71684.54 179955.24 San Mateo 06/19/92 06/18/97 42500.00 *25030.01 67030.01 San Mateo 12/30/90 06/19/97 15000.00 *14166.94 29166.94 San Francisco 07/16/91 08/22/97 108000.00 *89977.37 197977.37 San Mateo 03/29/90 08/29/97 63960.00 *61632.29 125592.29 San Mateo 06/10/92 09/05/97 145000.00 *95692.30 240692.30 San Francisco 10/09/96 09/12/97 238000.00 *12930.41 250730.41 Marin 05/20/91 09/30/97 63922.80 *100305.42 164228.22 San Francisco 04/16/91 10/23/97 343719.78 *90066.64 433786.42 San Francisco 11/06/92 11/04/97 6133.33 *1932.57 8065.90 Alameda 12/24/91 12/31/97 37984.50 *17405.28 68376.95 - ------------------- ------------------ --------------------- ------------------------ ------------------- ----------------- TABLE V PAYMENT OF MORTGAGE INVESTMENTS REDWOOD MORTGAGE INVESTORS VII FOR THE THREE YEARS ENDING DECEMBER 31, 1997 MULTIPLE 5+ UNITS (county) =================== ================== ====================== ======================= =================== ----------------- PROPERTY FUNDED CLOSED ON MORTGAGE INVESTMENT INTEREST/ PROCEEDS AMOUNT LATE/MISC TO DATE =================== ================== ====================== ======================= =================== ----------------- San Francisco 05/29/90 01/11/95 75000.00 -21412.94 53587.06 San Francisco 12/09/91 10/31/95 25000.00 9554.33 34554.33 Alameda 04/28/93 12/01/95 150000.00 28283.23 178283.23 Contra Costa 01/06/94 01/19/96 1226744.19 *194323.82 1421068.01 Alameda 03/17/95 05/31/96 28166.67 *3920.62 32087.29 San Mateo 07/15/92 02/16/96 175000.00 *75675.23 250675.23 San Francisco 02/05/96 12/27/96 883750.00 *50570.34 934320.34 - ------------------- ------------------ ---------------------- ----------------------- ------------------- ----------------- COMMERCIAL (county) =================== ================== ====================== ======================= ================== ------------------ PROPERTY FUNDED CLOSED ON MORTGAGE INVESTMENT INTEREST/ PROCEEDS AMOUNT LATE/MISC TO DATE =================== ================== ====================== ======================= ================== ------------------ Alameda 01/14/94 03/17/95 650000.00 87376.02 737376.02 Shasta 06/06/90 05/10/95 100000.00 3005.47 103005.47 Alameda 02/12/92 11/03/95 240000.00 62538.96 320296.01 Solano 04/30/92 11/30/95 200000.00 37668.49 237904.59 San Francisco 01/25/91 12/15/95 80000.00 50960.94 130960.94 San Mateo 08/28/95 03/19/96 375000.00 *50593.75 425593.75 Santa Clara 01/26/96 03/21/96 1125000.00 *18882.96 1143882.96 San Francisco 03/19/93 06/28/96 129800.00 *46251.69 176051.69 Santa Clara 01/22/92 06/30/96 325000.00 *120178.74 445178.74 San Francisco 04/30/86 09/12/96 600320.06 *866468.12 1466788.18 San Mateo 07/25/94 09/26/96 650000.00 *197114.21 847114.21 Santa Clara 09/28/90 09/30/96 202577.92 *219868.67 422,446.59 Santa Clara 10/31/94 10/01/96 275000.00 *56956.67 331956.67 Alameda 12/13/91 01/31/97 52760.73 *67026.76 119787.49 Alameda 12/12/90 03/24/97 50461.02 *68068.88 118529.90 Santa Cruz 09/23/94 03/28/97 100000.00 *17765.69 117765.69 Alameda 11/05/90 03/31/97 236177.62 *106668.62 342846.24 San Francisco 01/15/97 04/01/97 442500.00 *4022.19 446522.19 Contra Costa 04/26/91 06/23/97 182475.81 *246883.76 429359.57 San Francisco 04/20/95 09/18/97 200000.00 *56821.69 256821.69 Contra Costa 03/19/91 09/30/97 227957.56 *-186615.23 41342.33 Santa Clara 03/27/96 10/24/97 400000.00 *54360.37 454360.37 Santa Barbara 05/10/94 10/31/97 125000.00 *50276.97 175276.97 Santa Clara 09/29/95 12/18/97 700000.00 *169533.33 869533.33 San Mateo 12/02/92 12/31/97 55000.00 *33308.16 88308.16 - ------------------- ------------------ ---------------------- ----------------------- ------------------ ------------------ <FN> * Interest payment received for 1996, and thereafter, shown as gross of mortgage servicing fee. Prior to 1996 interest payments shown as net of mortgage servicing fee. In 1997, the Partnership paid $83,559 in such fees to Redwood Mortgage, the mortgage servicing agent. </FN> TABLE V PAYMENT OF MORTGAGE INVESTMENTS REDWOOD MORTGAGE INVESTORS VI FOR THE THREE YEARS ENDING DECEMBER 31, 1997 SINGLE FAMILY 1-4 UNITS (county) =================== ================== ====================== ======================= ================== ------------------ PROPERTY FUNDED CLOSED ON MORTGAGE INVESTMENT INTEREST/ PROCEEDS AMOUNT LATE/MISC TO DATE =================== ================== ====================== ======================= ================== ------------------ Alameda 11/23/88 02/10/95 50000.00 37945.22 87945.22 Solano 09/21/92 02/22/95 190016.46 -13169.40 176847.06 Contra Costa 10/30/92 03/02/95 89500.00 15442.55 104942.55 Contra Costa 11/20/90 04/14/95 50000.00 330.88 50330.88 San Mateo 12/11/91 04/18/95 95000.0 16246.05 111246.05 Contra Costa 04/02/91 07/18/95 72000.00 -30261.48 41738.52 Napa 12/22/88 08/31/95 200000.00 160662.42 360662.42 Monterey 09/18/92 09/27/95 100000.00 -65098.70 34901.30 San Mateo 10/17/88 12/08/95 91400.00 79779.21 171179.21 Santa Clara 06/04/93 12/31/95 25000.00 6858.86 31858.86 San Mateo 10/08/93 02/15/96 57425.00 *13219.04 70644.04 Contra Costa 03/17/93 03/29/96 73231.70 *5525.66 78,757.36 San Mateo 03/03/89 03/31/96 160000.00 *102333.91 262333.91 San Mateo 08/12/92 05/15/96 207211.23 *217482.42 424,693.65 Marin 05/05/94 06/14/96 200000.00 *44706.69 244706.69 Santa Clara 10/29/92 07/23/96 209500.00 *83174.41 292674.41 Sonoma 01/26/93 09/26/96 25811.78 *24007.81 49,819.59 Sonoma 01/26/93 09/30/96 25666.55 *24889.91 50,556.46 Santa Cruz 08/20/91 09/31/96 120000.00 *62342.34 182342.34 San Mateo 07/01/88 10/06/96 22500.00 *21468.10 43968.10 San Mateo 06/29/89 10/11/96 69396.16 *113467.71 182,863.87 San Mateo 10/10/96 04/14/97 37055.61 *1527.25 38582.86 Alameda 07/01/90 07/02/97 233367.46 *-127393.18 105974.28 Sacramento 03/13/92 10/31/97 55307.12 *-47694.39 7612.73 Alameda 01/24/92 12/19/97 87300.00 *32875.31 120175.31 Alameda 12/24/91 12/31/97 67257.75 *30820.92 98078.67 - ------------------- ------------------ ---------------------- ----------------------- ------------------ ------------------ MULTIPLE 5+ UNITS (county) =================== ================== ====================== ======================= ================== ------------------ PROPERTY FUNDED CLOSED ON MORTGAGE INVESTMENT INTEREST/ PROCEEDS AMOUNT LATE/MISC TO DATE =================== ================== ====================== ======================= ================== ------------------ San Francisco 05/29/90 01/11/95 75000.00 -21792.60 53207.40 San Francisco 01/13/93 02/03/95 30000.00 7430.37 37430.37 Alameda 04/28/93 12/01/95 100000.00 18853.45 118853.45 Contra Costa 01/06/94 01/19/96 516279.07 *90368.97 606648.04 San Mateo 08/12/92 05/15/96 175000.00 *42482.37 217482.37 Alameda 03/17/95 05/31/96 9750.00 *1322.29 11072.29 San Mateo 07/15/92 02/16/96 100000.00 *43242.94 143242.94 Sacramento 08/19/88 07/28/97 509985.54 *-214554.68 295430.86 - ------------------- ------------------ ---------------------- ----------------------- ------------------ ------------------ TABLE V PAYMENT OF MORTGAGE INVESTMENTS REDWOOD MORTGAGE INVESTORS VI FOR THE THREE YEARS ENDING DECEMBER 31, 1997 COMMERCIAL (county) =================== ================== ====================== ======================= ================== ------------------ PROPERTY FUNDED CLOSED ON MORTGAGE INVESTMENT INTEREST/ PROCEEDS AMOUNT LATE/MISC TO DATE =================== ================== ====================== ======================= ================== ------------------ Alameda 01/14/94 03/17/95 225000.00 29899.40 254899.40 Shasta 06/06/90 05/10/95 100000.00 2637.03 102637.03 San Mateo 01/25/91 08/03/95 162500.00 95276.39 257776.39 San Francisco 01/25/91 12/15/95 100000.00 63892.44 163892.44 Alameda 08/03/90 01/30/96 200000.00 *142969.07 342969.07 Santa Clara 02/01/96 03/21/96 392829.43 *6722.72 399552.15 San Francisco 03/19/93 06/28/96 110000.00 *5670.35 115670.35 Santa Clara 09/10/92 06/30/96 100000.00 *45702.20 145702.20 Santa Clara 01/22/92 06/30/96 175000.00 *89015.60 264015.60 San Francisco 04/30/86 09/12/96 149400.14 *214170.66 363570.80 San Mateo 07/25/94 09/26/96 550000.00 *157005.74 707005.74 Alameda 11/05/90 03/31/97 78740.20 *105095.44 183835.64 San Mateo 08/01/90 01/24/97 50000.00 *42561.13 92561.13 Alameda 12/12/90 03/24/97 210034.69 *283065.26 493099.95 Sonoma 07/06/89 08/01/97 100000.00 *91374.72 191374.72 Contra Costa 03/19/91 09/30/97 227755.59 *-186413.27 41342.32 Santa Barbara 05/10/94 10/31/97 100000.00 *40222.70 140222.70 Santa Clara 09/29/95 12/18/97 550000.00 *83866.67 633866.67 - ------------------- ------------------ ---------------------- ----------------------- ------------------ ------------------ <FN> * Interest payment received for 1996, and thereafter, shown as gross of mortgage servicing fee. Prior to 1996 interest payments shown as net of mortgage servicing fee. In 1997, the Partnership paid $39,918in such fees to Redwood Mortgage, the mortgage servicing agent. </FN> TABLE V PAYMENT OF MORTGAGE INVESTMENTS REDWOOD MORTGAGE INVESTORS V FOR THE THREE YEARS ENDING DECEMBER 31, 1997 SINGLE FAMILY 1-4 UNITS (county) =================== ================== ====================== ======================= ================== ------------------ PROPERTY FUNDED CLOSED ON MORTGAGE INVESTMENT INTEREST/ PROCEEDS AMOUNT LATE/MISC TO DATE =================== ================== ====================== ======================= ================== ------------------ Contra Costa 02/14/92 04/27/95 264500.00 -44659.84 219840.16 San Mateo 11/04/92 05/22/95 30000.00 9458.37 39458.37 San Mateo 09/28/89 09/03/96 54000.00 41863.50 95863.50 Sonoma 01/26/93 09/26/96 24030.31 21893.70 45,924.01 Sonoma 01/26/93 09/30/96 24030.32 22625.93 46,656.25 Marin 01/23/87 12/13/96 60000.00 *57433.82 117433.82 San Francisco 04/15/93 03/19/97 93500.00 *23305.54 116805.54 San Francisco 12/09/94 06/10/97 14000.00 *3110.57 17110.57 San Francisco 04/16/91 10/23/97 342442.77 *91841.37 434284.14 Sacramento 03/12/92 10/31/97 27664.73 *-23852.44 3812.29 San Mateo 11/18/92 12/10/97 25000.00 *15165.60 40165.60 Alameda 01/24/92 12/19/97 87300.00 *33156.31 120456.31 - ------------------- ------------------ ---------------------- ----------------------- ------------------ ------------------ MULTIPLE 5+ UNITS (county) =================== ================== ====================== ====================== =================== ------------------ PROPERTY FUNDED CLOSED ON MORTGAGE INVESTMENT INTEREST/ PROCEEDS AMOUNT LATE/MISC TO DATE =================== ================== ====================== ====================== =================== ------------------ Santa Clara 09/21/88 06/19/95 100000.00 74156.73 174156.73 Alameda 04/28/93 12/01/95 100000.00 19070.91 119070.91 Contra Costa 01/06/94 01/19/96 187116.28 *7299.89 194416.17 Alameda 03/17/95 05/31/96 3250.00 *452.38 3702.38 - ------------------- ------------------ ---------------------- ---------------------- ------------------- ------------------ TABLE V PAYMENT OF MORTGAGE INVESTMENTS REDWOOD MORTGAGE INVESTORS V FOR THE THREE YEARS ENDING DECEMBER 31, 1997 COMMERCIAL (county) =================== ================== ====================== ====================== =================== ------------------ PROPERTY FUNDED CLOSED ON MORTGAGE INVESTMENT INTEREST/ PROCEEDS AMOUNT LATE/MISC TO DATE =================== ================== ====================== ====================== =================== ------------------ Alameda 01/14/94 03/17/95 75000.00 9966.47 84966.47 Shasta 06/06/90 05/10/95 70000.00 2831.72 72831.72 San Francisco 03/19/93 06/28/96 90000.00 *5786.25 95670.35 Santa Clara 09/10/92 06/30/96 150000.00 *69007.73 219007.73 Santa Clara 01/22/92 06/30/96 100000.00 *40642.26 140642.26 San Francisco 04/30/86 09/12/96 304280.17 *224718.72 528998.89 San Mateo 07/25/94 09/26/96 300000.00 *92108.08 392108.08 San Mateo 08/01/90 01/24/97 50000.00 *42804.93 92804.93 Contra Costa 04/26/91 06/23/97 115032.96 *154302.43 269335.39 Contra Costa 11/16/93 07/03/97 235000.00 *56654.84 291651.84 Sonoma 07/06/89 08/01/97 100000.00 *91651.43 191651.43 Santa Clara 09/29/95 12/18/97 100000.00 *26660.60 126666.60 - ------------------- ------------------ ---------------------- ---------------------- ------------------- ------------------ <FN> * Interest payment received for 1996, and thereafter, shown as gross of mortgage servicing fee. Prior to 1996 interest payments shown as net of mortgage servicing fee. In 1997, the Partnership paid $0.00 in such fees to Redwood Mortgage, the mortgage servicing agent. </FN> TABLE V PAYMENT OF MORTGAGE INVESTMENTS REDWOOD MORTGAGE INVESTORS IV FOR THE THREE YEARS ENDING DECEMBER 31, 1997 SINGLE FAMILY 1-4 UNITS (county) =================== ================== ====================== ====================== =================== ------------------ PROPERTY FUNDED CLOSED ON MORTGAGE INVESTMENT INTEREST/ PROCEEDS AMOUNT LATE/MISC TO DATE =================== ================== ====================== ====================== =================== ------------------ - ------------------- ================== ====================== ====================== =================== ------------------ Contra Costa 02/14/92 04/27/95 303281.45 257935.00 561,216.45 Marin 04/29/88 06/02/95 67000.00 55264.42 122264.42 San Mateo 12/30/94 07/03/95 328583.63 13353.36 341936.99 San Mateo 09/28/89 09/03/96 54000.00 *41577.53 95577.53 Alameda 09/02/92 07/15/97 78750.00 *45066.81 123816.81 San Mateo 03/20/90 08/29/97 80000.00 *77498.01 157498.01 San Francisco 11/06/92 11/04/97 12266.67 *5240.50 17507.17 Santa Clara 04/26/94 11/05/97 87500.00 *31938.26 119438.26 Alameda 12/24/91 12/31/97 67257.75 *30392.45 97650.20 - ------------------- ------------------ ---------------------- ---------------------- ------------------- ------------------ MULTIPLE 5+ UNITS (county) =================== ================== ====================== ====================== =================== ------------------ PROPERTY FUNDED CLOSED ON MORTGAGE INVESTMENT INTEREST/ PROCEEDS AMOUNT LATE/MISC TO DATE =================== ================== ====================== ====================== =================== ------------------ San Francisco 05/29/90 01/11/95 50000.00 -13804.88 36195.12 Santa Clara 09/21/88 06/19/95 100000.00 74222.65 174222.65 San Francisco 03/06/91 11/29/95 60000.00 39835.76 99835.76 Alameda 04/28/93 12/01/95 100000.00 18472.90 118472.90 Contra Costa 01/06/94 01/19/96 418604.65 *69501.29 488105.94 San Joaquin 07/11/95 03/19/96 275000.00 *10172.36 285172.36 Alameda 03/17/95 05/30/96 6500.00 *860.62 7360.62 Sacramento 12/16/87 05/30/96 536592.80 *368067.66 904,660.46 Santa Clara 09/28/90 09/30/96 204900.08 *220007.50 424,907.58 - ------------------- ------------------ ---------------------- ---------------------- ------------------- ------------------ COMMERCIAL (county) =================== ================== ====================== ====================== =================== ------------------ PROPERTY FUNDED CLOSED ON MORTGAGE INVESTMENT INTEREST/ PROCEEDS AMOUNT LATE/MISC TO DATE =================== ================== ====================== ====================== =================== ------------------ Alameda 01/14/94 03/17/95 250000.00 23414.86 273414.86 Fresno 05/31/85 07/11/95 160000.00 196652.27 356652.27 San Mateo 01/25/91 08/03/95 162500.00 62530.67 225030.67 San Francisco 03/10/93 02/15/96 171000.00 *60864.67 231864.67 San Francisco 04/30/86 09/12/96 830000.78 *1082625.62 1912626.40 - -------------------- ----------------- ---------------------- ---------------------- ------------------- ------------------ TABLE V PAYMENT OF MORTGAGE INVESTMENTS REDWOOD MORTGAGE INVESTORS IV FOR THE THREE YEARS ENDING DECEMBER 31, 1997 COMMERCIAL (county) CONTINUED ==================== ================= ====================== ====================== =================== ------------------ PROPERTY FUNDED CLOSED ON MORTGAGE INVESTMENT INTEREST/ PROCEEDS AMOUNT LATE/MISC TO DATE ==================== ================= ====================== ====================== =================== ------------------ San Mateo 07/25/94 09/26/96 200000.00 *58334.75 258334.75 Lake 01/30/91 10/04/96 16000.00 *13245.50 29245.50 San Luis Obispo 03/14/96 05/23/97 200000.00 *30005.13 230005.13 Alameda 12/12/90 03/24/97 201671.45 *271459.89 473131.34 Contra Costa 04/26/91 06/23/97 114952.65 *154302.43 269255.08 San Mateo 12/31/90 12/05/97 260000.00 *205321.34 465321.34 Santa Clara 09/29/95 12/18/97 300000.00 *79483.33 379483.33 - -------------------- ----------------- ---------------------- ---------------------- ------------------- ------------------ <FN> * Interest payment received for 1996, and thereafter, shown as gross of mortgage servicing fee. Prior to 1996 interest payments shown as net of mortgage servicing fee. In 1997, the Partnership paid $53,475 in such fees to Redwood Mortgage, the mortgage servicing agent. </FN> TABLE V PAYMENT OF MORTGAGE INVESTMENTS REDWOOD MORTGAGE INVESTORS III FOR THE THREE YEARS ENDING DECEMBER 31, 1997 SINGLE FAMILY 1-4 UNITS (county) ==================== ================= ====================== ====================== =================== ------------------ PROPERTY FUNDED CLOSED ON MORTGAGE INVESTMENT INTEREST/ PROCEEDS AMOUNT LATE/MISC TO DATE ==================== ================= ====================== ====================== =================== ------------------ Santa Clara 03/31/93 03/13/95 110000.00 3733.39 113733.39 Napa 08/31/90 08/31/95 73281.93 44487.64 117769.57 Sonoma 01/26/93 09/24/96 8523.84 7989.07 16,512.91 Sonoma 01/26/93 09/24/96 8523.84 8256.88 16,780.72 Santa Cruz 08/20/91 09/31/96 80253.55 *10031.41 90284.96 Alameda 11/29/94 05/19/97 60000.00 *15662.20 75662.20 Alameda 11/03/94 07/10/97 73000.00 *19586.80 92586.80 Alameda 09/02/92 07/15/97 100000.00 *57227.60 157227.60 San Mateo 08/16/94 11/14/97 75000.00 *28380.54 103380.54 - -------------------- ----------------- ---------------------- ---------------------- ------------------- ------------------ MULTIPLE 5+ UNITS (county) - -------------------- ----------------- ---------------------- ---------------------- ------------------- ------------------ PROPERTY FUNDED CLOSED ON MORTGAGE INVESTMENT INTEREST/ PROCEEDS AMOUNT LATE/MISC TO DATE - -------------------- ================= ====================== ====================== =================== ------------------ - -------------------- ----------------- ---------------------- ---------------------- ------------------- ------------------ COMMERCIAL (county) ==================== ================= ====================== ====================== =================== ------------------ PROPERTY FUNDED CLOSED ON MORTGAGE INVESTMENT INTEREST/ PROCEEDS AMOUNT LATE/MISC TO DATE ==================== ================= ====================== ====================== =================== ------------------ San Mateo 09/30/92 08/03/95 81250.00 31562.66 112812.66 Santa Clara 12/22/92 09/29/95 40000.00 13206.65 53206.65 Alameda 09/30/95 01/30/96 138015.68 *6530.55 144546.23 Santa Clara 09/10/92 06/30/96 75000.00 *33772.22 108772.22 San Francisco 04/30/86 09/12/96 164999.74 *214521.09 379520.83 San Francisco 08/24/94 06/30/97 87500.00 *27241.69 114741.69 - -------------------- ----------------- ---------------------- ---------------------- ------------------- ------------------ <FN> * Interest payment received for 1996, and thereafter, shown as gross of mortgage servicing fee. Prior to 1996 interest payments shown as net of mortgage servicing fee. In 1997, the Partnership paid $7,791 in such fees to Redwood Mortgage, the mortgage servicing agent. </FN> TABLE V PAYMENT OF MORTGAGE INVESTMENTS REDWOOD MORTGAGE INVESTORS II FOR THE THREE YEARS ENDING DECEMBER 31, 1997 SINGLE FAMILY 1-4 UNITS (county) ==================== ================= ====================== ====================== =================== ------------------ PROPERTY FUNDED CLOSED ON MORTGAGE INVESTMENT INTEREST/ PROCEEDS AMOUNT LATE/MISC TO DATE ==================== ================= ====================== ====================== =================== ------------------ San Mateo 11/04/94 10/24/95 119000.00 13294.21 132294.21 Marin 01/23/87 12/13/96 50500.01 *6277.71 56777.72 Santa Clara 02/11/94 06/06/97 88000.00 *19621.27 107621.27 Sacramento 03/12/97 10/31/97 13760.71 *-12627.29 1133.42 - -------------------- ----------------- ---------------------- ---------------------- ------------------- ------------------ MULTIPLE 5+ UNITS (county) ==================== ================= ====================== ====================== ==================== ----------------- PROPERTY FUNDED CLOSED ON MORTGAGE INVESTMENT INTEREST/ PROCEEDS AMOUNT LATE/MISC TO DATE ==================== ================= ====================== ====================== ==================== ----------------- - -------------------- ----------------- ---------------------- ---------------------- -------------------- ----------------- COMMERCIAL (county) ==================== ================= ====================== ====================== ==================== ----------------- PROPERTY FUNDED CLOSED ON MORTGAGE INVESTMENT INTEREST/ PROCEEDS AMOUNT LATE/MISC TO DATE ==================== ================= ====================== ====================== ==================== ----------------- San Francisco 04/30/86 09/12/96 291224.54 *262811.34 554035.88 Alameda 01/12/94 12/02/96 30000.00 *7553.14 37553.14 Santa Barbara 05/10/94 10/31/97 50000.00 *19780.28 69780.28 - -------------------- ----------------- ---------------------- ---------------------- -------------------- ----------------- <FN> * Interest payment received for 1996, and thereafter, shown as gross of mortgage servicing fee. prior to 1996 interest payments shown as net of mortgage servicing fee. In 1997, the Partnership paid $4,577 in such fees to Redwood Mortgage, the mortgage servicing agent. </FN> TABLE V PAYMENT OF MORTGAGE INVESTMENTS REDWOOD MORTGAGE INVESTORS FOR THE THREE YEARS ENDING DECEMBER 31, 1997 SINGLE FAMILY 1-4 UNITS (county) ==================== ================= ====================== ====================== ==================== ----------------- PROPERTY FUNDED CLOSED ON MORTGAGE INVESTMENT INTEREST/ PROCEEDS AMOUNT LATE/MISC TO DATE ==================== ================= ====================== ====================== ==================== ----------------- Napa 12/22/88 08/31/95 50000.00 40203.57 90203.57 Sonoma 01/26/93 09/24/96 5475.51 *5155.95 10,631.46 Sonoma 01/26/93 09/30/96 5488.04 *5343.29 10,831.33 Santa Clara 02/11/94 06/06/97 88000.00 *29191.54 117191.54 Marin 05/20/91 09/30/97 71000.00 *4894.30 75894.30 Sacramento 03/13/92 10/31/97 13812.08 *-11914.86 1897.22 - -------------------- ----------------- ---------------------- ---------------------- -------------------- ----------------- MULTIPLE 5+ UNITS (county) - -------------------- ----------------- ---------------------- ---------------------- -------------------- ----------------- PROPERTY FUNDED CLOSED ON MORTGAGE INVESTMENT INTEREST/ PROCEEDS AMOUNT LATE/MISC TO DATE - -------------------- ----------------- ---------------------- ---------------------- -------------------- ----------------- Alameda 03/17/95 05/31/96 2166.67 *286.88 2453.55 - -------------------- ----------------- ---------------------- ---------------------- -------------------- ----------------- COMMERCIAL (county) ==================== ================= ====================== ====================== ==================== ----------------- PROPERTY FUNDED CLOSED ON MORTGAGE INVESTMENT INTEREST/ PROCEEDS AMOUNT LATE/MISC TO DATE ==================== ================= ====================== ====================== ==================== ----------------- Alameda 01/14/94 03/17/95 50000.00 6481.93 56481.93 Fresno 05/31/85 07/11/95 75000.00 92143.53 167143.53 Santa Clara 12/22/92 09/29/95 30000.00 9905.00 39905.00 San Francisco 04/30/86 09/12/96 164997.74 *302563.65 467561.39 San Mateo 07/25/94 09/27/96 200000.00 *58334.75 258334.75 - -------------------- ----------------- ---------------------- ---------------------- -------------------- ----------------- <FN> * Interest payment received for 1996, and thereafter, shown as gross of mortgage servicing fee. Prior to 1996 interest payments shown as net of mortgage servicing fee. In 1997, the Partnership paid $7,499 in such fees to Redwood Mortgage, the mortgage servicing agent. </FN> TABLE V PAYMENT OF MORTGAGE INVESTMENTS CORPORATE MORTGAGE INVESTORS I & II FOR THE THREE YEARS ENDING DECEMBER 31, 1997 SINGLE FAMILY 1-4 UNITS (county) ==================== ================= ====================== ====================== ==================== ----------------- PROPERTY FUNDED CLOSED ON MORTGAGE INVESTMENT INTEREST/ PROCEEDS AMOUNT LATE/MISC TO DATE ==================== ================= ====================== ====================== ==================== ----------------- San Francisco 03/05/85 04/12/95 172624.22 127435.71 300059.93 San Francisco 05/23/90 07/28/95 50000.00 7856.50 57856.58 San Mateo 01/10/92 08/29/95 130000.00 57349.62 187349.62 Mariposa 01/27/95 09/18/95 77000.00 4351.26 81351.26 Santa Clara 03/31/90 12/04/95 80262.02 56152.77 136414.79 Alameda 01/31/95 01/25/96 80000.00 *8863.88 88863.88 San Mateo 01/31/96 04/29/96 175000.00 *5226.02 180226.02 San Mateo 03/06/90 08/29/96 19000.00 *14725.47 33725.47 San Mateo 09/29/95 09/05/96 70000.00 *8176.88 78176.88 Alameda 11/29/94 03/13/97 60000.00 *13896.74 73896.74 Amador 02/23/96 06/03/97 45000.00 *5047.64 50047.64 Santa Clara 04/26/94 11/05/97 87500.00 *31938.26 119438.26 San Mateo 02/28/97 12/29/97 35000.00 *3097.18 38097.18 - -------------------- ----------------- ---------------------- ---------------------- -------------------- ----------------- MULTIPLE 5+ UNITS(county) ==================== ================= ====================== ====================== ==================== ----------------- PROPERTY FUNDED CLOSED ON MORTGAGE INVESTMENT INTEREST/ PROCEEDS AMOUNT LATE/MISC TO DATE ==================== ================= ====================== ====================== ==================== ----------------- Contra Costa 01/06/94 01/19/96 239534.88 *26161.33 265696.21 Sacramento 12/15/87 05/30/96 102000.00 *-24018.43 77981.57 Alameda 03/17/95 05/31/96 2166.67 *286.88 2453.55 - -------------------- ----------------- ---------------------- ---------------------- -------------------- ----------------- COMMERCIAL (county) ==================== ================= ====================== ====================== ==================== ----------------- PROPERTY FUNDED CLOSED ON MORTGAGE INVESTMENT INTEREST/ PROCEEDS AMOUNT LATE/MISC TO DATE ==================== ================= ====================== ====================== ==================== ----------------- San Mateo 04/12/90 02/20/95 100000.00 45757.46 145757.46 Alameda 01/14/94 03/17/95 50000.00 6481.93 56481.93 San Francisco 03/19/93 06/28/96 35000.00 *36011.72 71011.72 San Francisco 04/30/86 09/12/96 180025.14 *20073.65 200098.79 Santa Clara 01/31/94 10/01/96 100000.00 *20044.97 120044.97 Contra Costa 06/21/88 04/07/97 54600.00 *28890.31 83490.31 San Francisco 08/24/94 06/30/97 87500.00 *27241.68 114741.68 Santa Barbara 05/10/94 10/31/97 100000.00 *39560.36 139560.36 - -------------------- ----------------- ---------------------- ---------------------- -------------------- ----------------- <FN> * Interest payment received for 1996, and thereafter, shown as gross of mortgage servicing fee. Prior to 1996 interest payments shown as net of mortgage servicing fee. In 1997, the Partnership paid $14,935 in such fees to Redwood Mortgage, the mortgage servicing agent. </FN> ATTACHMENT II to SUPPLEMENT NO. 4 DATED APRIL 24, 1998 SUMMARY OF MORTGAGE INVESTMENTS ORIGINATED BY PRIOR LIMITED PARTNERSHIP The following table provides a summary of the mortgage investments originated by prior programs of Affiliates for the three year period ending December 31, 1997. The last column of the following chart reflects total mortgage investment balances on all mortgage investments for each prior program, including those which originated prior to the three year period ending December 31, 1997. This information updates the information provided on page 36 of the Prospectus. Name of Number of Estimated Total Outstanding Mortgage Total Outstanding Partnership Mortgage Amount. of Investments Balances Mortgage Investments Investments Mortgage Originated 01/01/95 Balances as of Investments to 12/31/97 12/31/97 (from inception) - --------------- ------------- -- ----------------- -- ----------------------- ---- ------------------------ CMI 18 $1,465,266.67 $843,070.69 $1,403,563.46 RMI 13 $565,002.59 $645,223.29 $1,245,094.31 RMI II 8 $391,430.77 $340,930.77 $716,361.56 RMI III 11 $812,348.72 $805,905.37 $1,327,307.23 RMI IV 20 $3,864,698.69 $2,789,827.79 $8,377,848.77 RMI V 9 $506,022.74 $205,161.80 $2,375,830.09 RMI VI 25 $4,647,356.00 $1,914,240.15 $8,104,984.41 RMI VII 46 $20,995,761.32 $9,483,267.24 $13,449,741.09 =============== =========== ==== ================= ===== =================== ====== ==================== TOTAL 150 $33,247,887.50 $17,027,627.10 $37,000,730.92 =============== =========== ==== ================= ===== =================== ====== ==================== ATTACHMENT II to SUPPLEMENT NO. 4 DATED APRIL 24 , 1998 BREAKDOWN OF PRIOR PROGRAM MORTGAGE INVESTMENTS The following is a breakdown of prior program mortgage investments according to type of deed of trust, the location of the property securing the mortgage investment, and the type of property securing the mortgage investment. This information updates the information contained on page 37 of the Prospectus. Mortgage Investments First Trust Deeds $17,545,887.50 Second Trust Deeds 13,833,000.00 Third Trust Deeds 1,869,000.00 ================= Total $33,247,887.50 Location of Mortgage Investments by County San Francisco $8,893,444.39 Santa Clara 7,429,680.00 Alameda 6,133,500.00 San Mateo 3,706,025.61 Stanislaus 1,625,000.00 Ventura 1,131,000.00 Monterey 1,097,000.00 Solano 540,000.00 Sacramento 495,000.00 Contra Costa 382,500.00 Riverside 300,000.00 San Joaquin 275,000.00 Marin 225,500.00 Shasta 225,000.00 San Luis Obispo 200,000.00 Santa Cruz 192,000.00 Sonoma 137,037.50 El Dorado 88,200.00 Mariposa 77,000.00 Placer 55,000.00 Napa 40,000.00 ----------------- Total $33,247,887.50 ================= Type of Property Commercial $14,625,880.00 Owner Occupied Homes 1,756,051.89 Apartments 6,898,750.00 Non-Owner Homes 6,329,805.61 Raw Land 3,637,400.00 ----------------- Total $33,247,887.50 ================= ATTACHMENT III to SUPPLEMENT NO. 4 DATED APRIL 24 , 1998 FINANCIAL STATEMENTS OF REDWOOD MORTGAGE INVESTORS VIII REDWOOD MORTGAGE INVESTORS VIII (A California Limited Partnership) FINANCIAL STATEMENTS DECEMBER 31, 1997 and 1996 (With Auditor's Report Thereon) PARODI & CROPPER CERTIFIED PUBLIC ACCOUNTANTS 3658 Mount Diablo Blvd., Suite #205 Lafayette CA 94549 (510) 284-3590 INDEPENDENT AUDITORS REPORT THE PARTNERS REDWOOD MORTGAGE INVESTORS VIII We have audited the financial statements and related schedules of REDWOOD MORTGAGE INVESTORS VIII (A California Limited Partnership) listed in Item 8 on form 10-K including balance sheets as of December 31, 1997 and 1996 and the statements of income, changes in partners capital and cash flows for the three years ended December 31,1997. These financial statements are the responsibility of the Partnerships management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of REDWOOD MORTGAGE INVESTORS VIII as of December 31, 1997 and 1996, and the results of its operations and cash flows for the three years ended December 31, 1997, in conformity with generally accepted accounting principles. Further, it is our opinion that the schedules referred to above present fairly the information set forth therein in compliance with the applicable accounting regulations of the Securities and Exchange Commission. /s/ Parodi & Cropper PARODI & CROPPER Lafayette, California February 27,1998 REDWOOD MORTGAGE INVESTORS VIII (A California Limited Partnership) BALANCE SHEETS DECEMBER 31, 1997 AND 1996 ASSETS 1997 1996 --------------- --------------- Cash $663,159 $664,434 --------------- --------------- Accounts receivable: Mortgage Investments, secured by deeds of trust 25,304,989 15,642,990 Accrued Interest on Mortgage Investments 341,976 196,530 Advances on Mortgage Investments 205,804 8,679 Accounts receivables, unsecured 62,844 75,334 --------------- --------------- 25,915,613 15,923,533 Less allowance for doubtful accounts 257,500 117,803 --------------- --------------- 25,658,113 15,805,730 --------------- --------------- Real Estate owned, acquired through foreclosure, held for sale 70,138 66,991 Investment in limited liability corporation, at cost which approximates market 251,139 191,139 Organization costs, less accumulated amortization of $10,625 and $8,125, respectively 1,875 4,375 Due from related companies 2,999 311 Prepaid expense-deferred loan fee 10,151 20,720 --------------- --------------- $26,657,574 $16,753,700 =============== =============== <FN> See accompanying notes to financial statements </FN> REDWOOD MORTGAGE INVESTORS VIII (A California Limited Partnership) BALANCE SHEETS DECEMBER 31, 1997 AND 1996 LIABILITIES AND PARTNERS CAPITAL 1997 1996 --------------- --------------- Liabilities: Accounts payable and accrued expenses $3,355 $20,625 Note payable - bank line of credit 5,640,000 1,500,000 Deferred interest income 83,066 217,480 Subscriptions to partnership in applicant status 0 310,937 --------------- --------------- 5,726,421 2,049,042 --------------- --------------- Partners Capital: Limited partners capital, subject to redemption (note 4E): Net of unallocated syndication costs of $431,994 and $414,190 for 1997 and 1996, respectively: and formation loan receivable of $1,386,693 and $1,073,706 for 1997 and 1996, respectively 20,914,721 14,693,293 General Partners Capital, net of unallocated syndication costs of $4,364 and $4184 for 1997 and 1996, respectively 16,432 11,365 --------------- --------------- Total Partners Capital 20,931,153 14,704,658 --------------- --------------- Total Liabilities and Partners Capital $26,657,574 $16,753,700 =============== =============== <FN> See accompanying notes to financial statements. </FN> REDWOOD MORTGAGE INVESTORS VIII (A California Limited Partnership) STATEMENTS OF INCOME FOR THE THREE YEARS ENDED DECEMBER 31, 1997 YEARS ENDED DECEMBER 31, ---------------------------------------------------- 1997 1996 1995 ------------- -------------- -------------- Revenues: Interest on Mortgage Investments $2,613,008 $1,718,208 $1,031,029 Interest on bank deposits 9,487 4,083 13,120 Late charges 6,432 3,847 3,876 Miscellaneous 530 497 2,211 ------------- -------------- -------------- 2,629,457 1,726,635 1,050,236 ------------- -------------- -------------- Expenses: Mortgage servicing fees 189,692 155,912 85,456 Interest on note payable - bank 340,633 188,638 25,889 Amortization of loan origination fees 16,819 11,999 2,531 Provision for doubtful accounts and losses on real estate acquired through foreclosure 139,804 55,383 26,032 Asset management fee - General Partner 24,966 17,053 11,587 Amortization of organization costs 2,500 2,500 2,500 Clerical costs through Redwood Mortgage 54,549 38,799 22,769 Professional services 36,717 17,687 16,178 Printing, supplies and postage 9,584 1,192 92 Other 5,673 3,947 1,461 ------------- -------------- -------------- 820,937 493,110 194,495 ------------- -------------- -------------- Income before interest credited to partners in applicant 1,808,520 1,233,525 855,741 status Interest credited to partners in applicant status 9,562 2,618 18,908 ------------- -------------- -------------- Net Income $1,798,958 $1,230,907 $836,833 ============= ============== ============== Net income: To General Partners(1%) $17,990 $12,309 $8,368 To Limited Partners (99%) 1,780,968 1,218,598 828,465 ============= ============== ============== Total - net income $1,798,958 $1,230,907 $836,833 ============= ============== ============== Net income per $1,000 invested by Limited Partners for entire period: - -where income is reinvested and compounded $84 $ 84 $ 83 ============= ============== ============== - -where partner receives income in monthly distributions $81 $ 81 $ 80 ============= ============== ============== <FN> See accompanying notes to financial statements. </FN> REDWOOD MORTGAGE INVESTORS VIII (A California Limited Partnership) STATEMENTS OF CHANGES IN PARTNERS CAPITAL FOR THE THREE YEARS ENDED DECEMBER 31, 1997 PARTNERS CAPITAL -------------------------------------------------------------- LIMITED PARTNERS CAPITAL -------------------------------------------------------------- Capital Partners In Account Unallocated Formation Applicant Limited Syndication Loan Status Partners Costs Receivable Total -------------- ------------ ------------- ------------ ------------ Balances at December 31, 1994 $189,300 $7,519,424 $(234,303) $(525,256) $6,759,865 Contributions of Application 3,634,264 0 0 (250,373) (250,373) Formation Loan increases 0 0 0 0 0 Interest credited to partners in 18,908 0 0 0 0 applicant status Upon admission to Partnership: Interest withdrawn (7,673) 0 0 0 0 Transfers to Partners capital (3,834,799) 3,831,211 0 0 3,831,211 Net Income 0 828,465 0 0 828,465 Syndication costs incurred 0 0 (173,581) 0 (173,581) Allocation of syndication costs 0 (85,045) 85,045 0 0 Partners withdrawals 0 (308,554) 0 0 (308,554) Early withdrawal penalties 0 (564) 162 400 (2) -------------- ------------ ------------- ------------ ------------ Balances at December 31, 1995 0 11,784,937 (322,677) (775,229) 10,687,031 Contributions on Application 4,172,718 0 0 0 0 Formation Loan increases 0 0 0 (314,996) (314,996) Formation Loan payments 0 0 0 8,961 8,961 Interest credited to partners in 2,618 0 0 0 0 applicant status Upon admission to Partnership: Interest withdrawn (863) 0 0 0 0 Transfers to Partners capital (3,863,536) 3,859,312 0 0 3,859,312 Net Income 0 1,218,598 0 0 1,218,598 Syndication costs incurred 0 0 (212,542) 0 (212,542) Allocation of syndication costs 0 (116,523) 116,523 0 0 Partners withdrawals 0 (553,027) 0 0 (553,027) Early withdrawal penalties 0 (12,108) 4,506 7,558 (44) -------------- ------------ ------------- ------------ ------------ Balances at December 31, 1996 310,937 16,181,189 (414,190) 14,693,293 (1,073,706) Contributions on Application 5,251,969 0 0 0 0 Formation Loan increases 0 0 0 (420,510) (420,510) Formation Loan payments 0 0 0 98,999 98,999 Interest credited to partners in 9,562 0 0 0 0 applicant status Upon admission to Partnership: Interest withdrawn (1,849) 0 0 0 0 Transfers to Partners capital (5,570,619) 5,565,372 0 0 5,565,372 Net Income 0 1,780,968 0 0 1,780,968 Syndication costs incurred 0 0 (188,517) 0 (188,517) Allocation of syndication costs 0 (166,023) 166,023 0 0 Partners withdrawals 0 (614,837) 0 0 (614,837) Early withdrawal penalties 0 (13,261) 4,690 8,524 (47) -------------- ------------ ------------- ------------ ------------ Balances at December 31, 1997 $0 $22,733,408 $(431,994) $(1,386,693) $20,914,721 ============== ============ ============= ============ ============ <FN> See accompanying notes to financial statements </FN> REDWOOD MORTGAGE INVESTORS VIII (A California Limited Partnership) STATEMENTS OF CHANGES IN PARTNERS CAPITAL FOR THE THREE YEARS ENDED DECEMBER 31, 1997 PARTNERS CAPITAL ------------------------------------------------------------------------------ GENERAL PARTNERS CAPITAL ---------------------------------------------------------- Capital Unallocated Total Account Syndication Total Partners General Costs Capital Partners ---------------- ----------------- ----------------- --------------- Balances at December 31, 1994 $7,737 $(2,366) $5,371 $6,765,236 Contributions of Application 0 0 0 0 Formation loan increases 0 0 0 (250,373) Interest credited to partners in 0 0 0 0 applicant status Upon admission to partnership: Interest withdrawn 0 0 0 0 Transfers to Partners capital 3,588 0 3,588 3,834,799 Net Income 8,368 0 8,368 836,833 Syndication costs incurred 0 (1,753) (1,753) (175,334) Allocation of syndication costs (859) 859 0 0 Partners withdrawals (7,509) 0 (7,509) (316,063) Early withdrawal penalties 0 2 2 0 ---------------- ----------------- ----------------- --------------- Balances at December 31, 1995 11,325 (3,258) 8,067 10,695,098 Contributions on Application 0 0 0 0 Formation loan increases 0 0 0 (314,996) Formation loan payments 8,961 Interest credited to partners in 0 0 0 0 applicant status Upon admission to partnership: Interest withdrawn 0 0 0 0 Transfers to Partners capital 4,224 0 4,224 3,863,536 Net Income 12,309 0 12,309 1,230,907 Syndication costs incurred 0 (2,147) (2,147) (214,689) Allocation of syndication costs (1,177) 1,177 0 0 Partners withdrawals (11,132) 0 (11,132) (564,159) Early withdrawal penalties 0 44 44 0 ---------------- ----------------- ----------------- --------------- Balances at December 31, 1996 15,549 (4,184) 11,365 14,704,658 Contributions on Application 0 0 0 0 Formation Loan increases 0 0 0 (420,510) Formation Loan payments 0 0 0 98,999 Interest credited to partners in 0 0 0 0 applicant status Upon admission to partnership: Interest withdrawn 0 0 0 0 Transfers to Partners capital 5,247 0 5,247 5,570,619 Net Income 17,990 0 17,990 1,798,958 Syndication costs incurred 0 (1,904) (1,904) (190,421) Allocation of syndication costs (1,677) 1,677 0 0 Partners withdrawals (16,313) 0 (16,313) (631,150) Early withdrawal penalties 0 47 47 0 ---------------- ----------------- ----------------- --------------- Balances at December 31, 1997 $20,796 $(4,364) $16,432 $20,931,153 ================ ================= ================= =============== <FN> See accompanying notes to financial statements </FN> REDWOOD MORTGAGE INVESTORS VIII (A California Limited Partnership) STATEMENTS OF CASH FLOWS FOR THE THREE YEARS ENDED DECEMBER 31, 1997 1997 1996 1995 -------------- -------------- ------------- Cash flows from operating activities: Net income $1,798,958 $1,230,907 $836,833 Adjustments to reconcile net income to net cash provided by operating activities: Amortization of organization costs 2,500 2,500 2,500 Provision for doubtful accounts. 139,804 78,651 26,032 Provision for losses (gains) on real estate held for sale 0 (23,268) 0 Increase (decrease) in accounts payable (17,270) 16,615 4,010 (Increase) in accrued interest & advances (342,571) (83,477) (45,334) (Increase) decrease in amount due from related companies (2,688) 2,738 (3,049) (Increase) decrease in deferred loan fee 10,569 (3,002) (17,718) Increase (decrease ) in deferred interest income (134,414) 217,480 0 -------------- -------------- ------------- -------------- Net cash provided by operating activities 1,454,888 1,439,144 803,274 -------------- -------------- ------------- Cash flows from investing activities: Principal collected on Mortgage Investments 10,279,337 9,019,190 1,508,190 Mortgage Investments made (19,941,336) (13,148,944) (7,133,221) Disposition of real estate held for sale 0 299,154 0 Additions to real estate held for sale (3,254) 0 0 Additions to Limited Liability Corporation (60,000) 0 0 Accounts receivables, unsecured - (disbursements) receipts 12,490 (4,018) (8,830) --------------- -------------- ------------- Net cash used in investing activities (9,712,763) (3,834,618) (5,633,861) --------------- -------------- ------------- Cash flows from financing activities Increase (decrease) in note payable-bank 4,140,000 (410,000) 1,910,000 Contributions by partner applicants 5,251,969 4,172,718 3,634,264 Interest credited to partners in applicant status 9,562 2,618 18,908 Interest withdrawn by partners in applicant status (1,849) (863) (7,673) Partners withdrawals (631,150) (564,159) (316,063) Syndication costs incurred (190,421) (214,689) (175,334) Formation Loan increases (420,510) (314,996) (250,373) Formation Loan collections 98,999 8,961 0 --------------- -------------- ------------- Net cash provided by financing activities 8,256,600 2,679,590 4,813,729 --------------- -------------- ------------- Net increase (decrease) in cash and cash equivalents (1,275) 284,116 (16,858) Cash - beginning of period 664,434 380,318 397,176 --------------- -------------- ------------- Cash - end of period $663,159 $664,434 $380,318 =============== ============== ============= <FN> See accompanying notes to financial statements. </FN> REDWOOD MORTGAGE INVESTORS VIII (A California Limited Partnership) NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1997 NOTE 1 - ORGANIZATION AND GENERAL Redwood Mortgage Investors VIII, (the Partnership) is a California Limited Partnership, of which the General Partners are D. Russell Burwell, Michael R. Burwell and Gymno Corporation, a California corporation owned and operated by the individual General Partners. The Partnership was organized to engage in business as a mortgage lender for the primary purpose of making Mortgage Investments secured by Deeds of Trust on California real estate. Mortgage Investments are being arranged and serviced by Redwood Home Loan Co. dba Redwood Mortgage, an affiliate of the General Partners. At December 31, 1997, the Partnership was in the offering stage, wherein contributed capital totalled $20,489,676 in limited partner contributions of an approved aggregate offering of $45,000,000, in units of $100 each (204,897). A minimum of 2,500 units ($250,000) and a maximum of 150,000 units ($15,000,000) were initially offered through qualified broker-dealers. This initial offering was closed in October, 1996. In December 1996, the Partnership commenced a second offering of an additional 300,000 Units ($30,000,000) As Mortgage Investments are identified, partners are transferred from applicant status to admitted partners participating in Mortgage Investment operations. Each months income is distributed to partners based upon their proportionate share of partners capital. Some partners have elected to withdraw income on a monthly, quarterly or annual basis. A. Sales Commissions - Formation Loan Sales commissions are not paid directly by the Partnership out of the offering proceeds. Instead, the Partnership loans to Redwood Mortgage, an affiliate of the General Partners, amounts to pay all sales commissions and amounts payable in connection with unsolicited orders. This loan is referred to as the Formation Loan. It is unsecured and non-interest bearing. The Formation Loan relating to the initial $15,000,000 offering totalled $1,074,840, which was 7.2% of limited partners contributions of $14,932,017 (under the limit of 9.1% relative to the initial offering). It is to be repaid, without interest, in ten annual installments of principal, which commenced on January 1, 1997, following the year the initial offering closed, which was in 1996. The Formation Loan relating to the second offering ($30,000,000) totalled $435,895 at December 31, 1997, which was 7.8% of the limited partners contributions of $5,557,659. Sales commissions range from 0% (units sold by General Partners) to 9% of gross proceeds. The Partnership anticipates that the sales commissions will approximate 7.6% based on the assumption that 65% of investors will elect to reinvest earnings, thus generating 9% commissions. The principal balance of the Formation Loan will increase as additional sales of units are made each year. The amount of the annual installment payment to be made by Redwood Mortgage, during the offering stage, will be determined at annual installments of one-tenth of the principal balance of the Formation Loan as of December 31 of each year. Such payment shall be due and payable by December 31 of the following year with the first such payment beginning December 31, 1997. Upon completion of the offering, the balance will be repaid in ten equal annual installments. REDWOOD MORTGAGE INVESTORS VIII (A California Limited Partnership) NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1997 The following summarizes Formation Loan transactions to December 31, 1997: Initial Subsequent Total Offering of Offering of $15,000,000 $30,000,000 --------------- --------------- --------------- Limited Partner contributions $14,932,017 $5,557,659 $20,489,676 =============== =============== =============== Formation Loan made $1,074,840 435,895 1,510,735 Payments to date (107,960) 0 (107,960) Early withdrawal penalties applied (16,082) 0 (16,082) --------------- --------------- --------------- Balance December 31, 1996 $950,798 $435,895 $1,386,693 =============== =============== =============== Percent loaned of Partners contributions 7.2% 7.8% 7.4% =============== =============== =============== <FN> The Formation Loan, which is receivable from Redwood Mortgage, an affiliate of the General Partners, has been deducted from Limited Partners Capital in the balance sheet. As amounts are collected from Redwood Mortgage, the deduction from capital will be reduced. </FN> B. Other Organizational and Offering Expenses Organizational and offering expenses, other than sales commissions, (including printing costs, attorney and accountant fees, registration and filing fees and other costs), will be paid by the Partnership. Through December 31, 1997, organization costs of $12,500 and syndication costs of $861,031 had been incurred by the Partnership with the following distribution: Syndication Costs -------------------------------------------- Offering ---------------------------- Initial Subsequent Organization 15,000,000 30,000,000 Total Costs Total ----------- ----------- ----------- --------- ----------- Costs incurred $569,865 291,166 861,031 12,500 873,531 Early withdrawal penalties (9,451) 0 (9,451) 0 (9,451) applied Allocated and amortized to (386,296) (28,926) (415,222) (10,625) (425,847) date ----------- ---- ----------- --- ----------- ---- --------- ---- ----------- December 31, 1997 balance $174,118 262,240 436,358 1,875 438,233 =========== ==== =========== === =========== ==== ========= ==== =========== <FN> Organization and syndication costs attributable to the initial offering ($15,000,000) were limited to the lesser of 10% of the gross proceeds or $600,000 with any excess being paid by the General Partners. Applicable gross proceeds were $14,932,017. Related expenditures totalled $582,365 ($569,865 syndication costs plus $12,500 organization expense) or 3.90%. As of December 31, 1997, syndication costs attributable to the subsequent offering ($30,000,000) totalled $291,166, with the costs of the offering document being greater at the initial stages. The syndication costs payable by the Partnership are estimated to be $1,200,000 if the maximum is sold (4% of $30,000,000). The General Partners will pay any syndication expenses (excluding selling commissions) in excess of ten percent of the gross proceeds or $1,200,000. </FN> REDWOOD MORTGAGE INVESTORS VIII (A California Limited Partnership) NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1997 NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES A Accrual Basis Revenues and expenses are accounted for on the accrual basis of accounting wherein income is recognized as earned and expenses are recognized as incurred. Once a Mortgage Investment is categorized as impaired, interest is no longer accrued thereon. B. Management Estimates In preparing the financial statements, management is required to make estimates based on the information available that affect the reported amounts of assets and liabilities as of the balance sheet date and revenues and expenses for the related periods. Such estimates relate principally to the determination of the allowance for doubtful accounts, including the valuation of impaired mortgage investments, and the valuation of real estate acquired through foreclosure. Actual results could differ significantly from these estimates. C. Mortgage Investments, Secured by Deeds of Trust The Partnership has both the intent and ability to hold the Mortgage Investments to maturity, i.e., held for long-term investment. They are therefore valued at cost for financial statement purposes with interest thereon being accrued by the simple interest method. Financial Accounting Standards Board Statements (SFAS) 114 and 118 (effective January 1, 1995) provide that if the probable ultimate recovery of the carrying amount of a Mortgage Investment, with due consideration for the fair value of collateral, is less than the recorded investment and related amounts due and the impairment is considered to be other than temporary, the carrying amount of the investment (cost) shall be reduced to the present value of future cash flows. The adoption of these statements did not have a material effect on the financial statements of the Partnership because that was the valuation method previously used on impaired loans. At December 31, 1997, 1996, and 1995, there were no Mortgage Investments categorized as impaired by the Partnership. Had there been a computed amount for the reduction in carrying values of impaired loans, the reduction would have been included in the allowance for doubtful accounts. As presented in Note 10 to the financial statements, the average Mortgage Investment to appraised value of security at the time the losses were consummated was 55.83%. When a loan is valued for impairment purposes, an updating is made in the valuation of collateral security. However, such a low loan to value ratio has the tendency to minimize reductions for impairment. D. Cash and Cash Equivalents For purposes of the statements of cash flows, cash and cash equivalents include interest bearing and non-interest bearing bank deposits. E. Real Estate Owned, Held for Sale Real Estate owned, held for sale, includes real estate acquired through foreclosure and is stated at the lower of the recorded investment in the property, net of any senior indebtedness, or at the propertys estimated fair value, less estimated costs to sell. At December 31, 1997, there was one such piece of property with costs totaling $75,138 less a reduction of $5,000 to arrive at the net fair value of $70,138. REDWOOD MORTGAGE INVESTORS VIII (A California Limited Partnership) NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1997 Effective January 1, 1996, the Partnership adopted the provisions of Statement No 121 (SFAS 121) of the Financial Accounting Standards Board, Accounting for the Impairment of Long Lived Assets and for Long Lived Assets to be disposed of. The adoption of SFAS 121 did not have a material impact on the Partnerships financial position because the methods indicated were essentially those previously used by the Partnership. F. Investment in Limited Liability Corporation (see Note 7) The Partnership carries its investment in a Limited Liability Corporation as investment in real estate, which is at the lower of costs or fair value, less estimated costs to sell. G. Income Taxes No provision for Federal and State income taxes is made in the financial statements since income taxes are the obligation of the partners if and when income taxes apply. H. Organization and Syndication Costs The Partnership bears its own organization and syndication costs (other than certain sales commissions and fees described above) including legal and accounting expenses, printing costs, selling expenses, and filing fees. Organizational costs have been capitalized and will be amortized over a five year period. Syndication costs are charged against partners capital and are being allocated to individual partners consistent with the partnership agreement. I. Allowance for Doubtful Accounts Mortgage Investments and the related accrued interest, fees, and advances are analyzed on a continuous basis for recoverability. Delinquencies are identified and followed as part of the Mortgage Investment system. A provision is made for doubtful accounts to adjust the allowance for doubtful accounts to an amount considered by management to be adequate, with due consideration to collateral values, to provide for unrecoverable accounts receivable, including impaired Mortgage Investments, unspecified mortgage investments, accrued interest and advances on Mortgage Investments, and other accounts receivable (unsecured). The composition of the allowance for doubtful accounts as of December 31, 1997, and 1996 was as follows: December 31, ---------------------------------------------- 1997 1996 -------------- --------------- Impaired mortgage investments $0 $0 Unspecified mortgage investments 213,500 72,803 Amounts receivable, unsecured 44,000 45,000 --------- --------------- $257,500 $117,803 ========== =============== REDWOOD MORTGAGE INVESTORS VIII (A California Limited Partnership) NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1997 J. Net Income Per $1,000 Invested Amounts reflected in the statements of income as net income per $1,000 invested by Limited Partners for the entire period are actual amounts allocated to Limited Partners who have their investment throughout the period and have elected to either leave their earnings to compound or have elected to receive monthly distributions of their net income. Individual income is allocated each month based on the Limited Partners pro rata share of Partners Capital. Because the net income percentage varies from month to month, amounts per $1,000 will vary for those individuals who made or withdrew investments during the period, or select other options. However, the net income per $1,000 average invested has approximated those reflected for those whose investments and options have remained constant. NOTE 3 - GENERAL PARTNERS AND RELATED PARTIES The following are commissions and/or fees which are paid to the General Partners and/or related parties. A. Mortgage Brokerage Commissions For fees in connection with the review, selection, evaluation, negotiation and extension of Partnership Mortgage Investments in an amount up to 12% of the Mortgage Investments until 6 months after the termination date of the offering. Thereafter, Mortgage Investment brokerage commissions will be limited to an amount not to exceed 4% of the total Partnership assets per year. The Mortgage Investment brokerage commissions are paid by the borrowers, and thus, not an expense of the Partnership. In 1997, Mortgage Investment brokerage commissions paid by the borrowers was $837,399. B. Mortgage Servicing Fees Monthly mortgage servicing fees of up to 1/8 of 1% (1.5% annual) of the unpaid principal, is paid to Redwood Mortgage, or such lesser amount as is reasonable and customary in the geographic area where the property securing the mortgage is located. Mortgage servicing fees of $189,692, $155,912 and $85,456 were incurred for years 1997, 1996 and 1995 respectively. C. Asset Management Fee The General Partners receive monthly fees for managing the Partnerships Mortgage Investment portfolio and operations up to 1/32 of 1% of the net asset value (3/8 of 1% annual). Management fees of $24,966, $17,053 and $11,587 were incurred for years 1997, 1996 and 1995, respectively. REDWOOD MORTGAGE INVESTORS VIII (A California Limited Partnership) NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1997 D. Other Fees The Partnership Agreement provides for other fees such as reconveyance, mortgage assumption and mortgage extension fees. Such fees are incurred by the borrowers and are paid to parties related to the General Partners. E. Income and Losses All income will be credited or charged to partners in relation to their respective partnership interests. The partnership interest of the General Partners (combined) shall be a total of 1%. F. Operating Expenses The General Partners or their affiliate (Redwood Mortgage) are reimbursed by the Partnership for all operating expenses actually incurred by them on behalf of the Partnership, including without limitation, out-of-pocket general and administration expenses of the Partnership, accounting and audit fees, legal fees and expenses, postage and preparation of reports to Limited Partners. Such reimbursements are reflected as expenses in the Statement of Income. The General Partners collectively or severally were to contribute 1/10 of 1% in cash contributions as proceeds from the offering are admitted to limited Partner capital. As of December 31, 1997 a General Partner, GYMNO Corporation, had contributed $20,488, as capital in accordance with Section 4.02(a) of the Partnership Agreement. NOTE 4 - OTHER PARTNERSHIP PROVISIONS A. Applicant Status Subscription funds received from purchasers of units are not admitted to the Partnership until appropriate lending opportunities are available. During the period prior to the time of admission, which is anticipated to be between 1-120 days in most cases, purchasers subscriptions will remain irrevocable and will earn interest at money market rates, which are lower than the anticipated return on the Partnerships Mortgage Investment portfolio. During the periods ending December 31, 1997, 1996, and 1995, interest totalling $9,562, $2,618 and $18,908 respectively, was credited to partners in applicant status. As Mortgage Investments were made and partners were transferred to regular status to begin sharing in income from Mortgage Investments secured by deeds of trust, the interest credited was either paid to the investors or transferred to partners capital along with the original investment. B. Term of the Partnership The term of the Partnership is approximately 40 years, unless sooner terminated as provided. The provisions provide for no capital withdrawal for the first five years, subject to the penalty provision set forth in (E) below. Thereafter, investors have the right to withdraw over a five-year period, or longer. C. Election to Receive Monthly, Quarterly or Annual Distributions Upon subscriptions, investors elect either to receive monthly, quarterly or annual distributions of earnings allocations, or to allow earnings to compound. Subject to certain limitations, a compounding investor may subsequently change his election, but an investors election to have cash distributions is irrevocable. REDWOOD MORTGAGE INVESTORS VIII (A California Limited Partnership) NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1997 D. Profits and Losses Profits and losses are allocated among the Limited Partners according to their respective capital accounts after 1% is allocated to the General Partners. E. Liquidity, Capital Withdrawals and Early Withdrawals There are substantial restrictions on transferability of Units and accordingly an investment in the Partnership is illiquid. Limited Partners have no right to withdraw from the Partnership or to obtain the return of their capital account for at least one year from the date of purchase of Units. In order to provide a certain degree of liquidity to the Limited Partners after the one-year period, Limited Partners may withdraw all or part of their Capital Accounts from the Partnership in four quarterly installments beginning on the last day of the calendar quarter following the quarter in which the notice of withdrawal is given, subject to a 10% early withdrawal penalty. The 10% penalty is applicable to the amount withdrawn as stated in the Notice of Withdrawal and will be deducted from the Capital Account and the balance distributed in four quarterly installments. Withdrawal after the one-year holding period and before the five-year holding period will be permitted only upon the terms set forth in the Partnership Agreement. Limited Partners will also have the right after five years from the date of purchase of the Units to withdraw from the Partnership on an installment basis, generally over a five year period in twenty (20) quarterly installments or longer. Once this five year period expires, no penalty will be imposed if withdrawal is made in twenty (20) quarterly installments or longer. Notwithstanding the five-year (or longer) withdrawal period, the General Partners will liquidate all or part of a Limited Partners capital account in four quarterly installments beginning on the last day of the calendar quarter following the quarter in which the notice of withdrawal is given, subject to a 10% early withdrawal penalty applicable to any sums withdrawn prior to the time when such sums could have been withdrawn pursuant to the five-year (or longer) withdrawal period. The Partnership will not establish a reserve from which to fund withdrawals and, accordingly, the Partnerships capacity to return a Limited Partners capital is restricted to the availability of Partnership cash flow. F. Guaranteed Interest Rate For Offering Period During the period commencing with the day a Limited Partner is admitted to the Partnership and ending 3 months after the offering termination date, the General Partners shall guarantee an earnings rate equal to the greater of actual earnings from mortgage operations or 2% above The Weighted Average cost of Funds Index for the Eleventh District Savings Institutions (Savings & Loan & Thrift Institutions) as computed by the Federal Home Loan Bank of San Francisco on a monthly basis, up to a maximum interest rate of 12%. To date, actual realization exceeded the guaranteed amount for each month. NOTE 5- LEGAL PROCEEDINGS The Partnership is not a defendant in any legal actions. NOTE 6 - NOTE PAYABLE - BANK LINE OF CREDIT The Partnership has a bank line of credit expiring September 30, 1999, of up to $6,000,000 at .5% over prime secured by its Mortgage Investment portfolio. The note payable balances were $5,640,000 and $1,500,000 at December 31, 1997, and 1996, respectively, and the interest rate was 9% at December 31, 1997, (8.50% prime plus .50%). REDWOOD MORTGAGE INVESTORS VIII (A California Limited Partnership) NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1997 NOTE 7 - INVESTMENT IN LIMITED LIABILITY CORPORATION As a result of acquiring real property through foreclosure, the Partnership has contributed its interest (principally land) to a Limited Liability Corporation, which is owned 100% by the Partnership, will complete the construction and sell the property. The Partnership expects to realize a profit from the venture. NOTE 8 - INCOME TAXES The following reflects a reconciliation from net assets (Partners Capital) reflected in the financial statements to the tax basis of those net assets: December 31, ------------------------------------------ 1997 1996 ----------------- --------------- Net Assets - Partners Capital per financial statements $20,931,153 $14,704,658 Unamortized syndication costs 436,358 418,374 Allowance for doubtful accounts 257,500 117,803 Formation loans receivable 1,386,693 1,073,706 ----------------- --------------- Net assets tax basis $23,011,704 $16,314,541 ================= =============== <FN> In 1997, approximately 61% of taxable income was allocated to tax exempt organizations, i.e., retirement plans. Such plans do not have to file income tax returns unless their unrelated business income exceeds $1,000. Applicable amounts become taxable when distribution is made to participants. </FN> NOTE 9 - FAIR VALUE OF FINANCIAL INVESTMENTS The following methods and assumptions were used to estimate the fair value of financial instruments: (a) Cash and Cash Equivalents The carrying amount equals fair value. All amounts, including interest bearing, are subject to immediate withdrawal. (b) The carrying value of mortgage investments (see note 2(c) is $25,304,989. The fair value of these investments of $25,710,340 is estimated based upon projected cash flows discounted at the estimated current interest rates at which similar loans would be made. The applicable amount of the allowance for doubtful accounts along with accrued interest and advances related thereto should also be considered in evaluating the fair value versus the carrying value. REDWOOD MORTGAGE INVESTORS VIII (A California Limited Partnership) NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1997 NOTE 10- ASSET CONCENTRATIONS AND CHARACTERISTICS The Mortgage Investments are secured by recorded deeds of trust. At December 31, 1997, there were 55 Mortgage Investments outstanding with the following characteristics: Number of Mortgage Investments outstanding 55 Total Mortgage Investments outstanding $25,304,989 Average Mortgage Investment outstanding $460,091 Average Mortgage Investment as percent of total 1.82% Average Mortgage Investment as percent of Partners Capital 2.20% Largest Mortgage Investment outstanding 2,100,000 Largest Mortgage Investment as percent of total 8.30% Largest Mortgage Investment as percent of Partners Capital 10.03% Number of counties where security is located (all California) 14 Largest percentage of Mortgage Investments in one county 23.85% Average Mortgage Investment to appraised value of security at time loan was consummated 55.83% Number of Mortgage Investments in foreclosure status 1 Amount of Mortgage Investments in foreclosure $118,811 The following categories of mortgage investments are pertinent at December 31, 1997 and 1996: December 31, ------------------------------------------ 1997 1996 ----------------- --------------- First Trust Deeds $17,103,865 $6,545,779 Second Trust Deeds 8,163,624 8,797,211 Third Trust Deeds 37,500 300,000 ----------------- --------------- Total mortgage investments 25,304,989 15,642,990 Prior liens due other lenders 24,224,566 25,161,374 ----------------- --------------- Total debt $49,529,555 $40,804,364 ================= =============== Appraised property value at time of loan $88,714,541 $70,100,408 ================= =============== Total investments as a percent of appraisals 55.83% 58.21% ================= =============== Investments by Type of Property Owner occupied homes $2,445,423 $1,808,921 Non-Owner occupied homes 5,318,722 2,288,036 Apartments 5,982,649 2,521,515 Commercial 11,558,195 9,024,518 ================= =============== $25,304,989 $15,642,990 ================= =============== <FN> The interest rates on the mortgage investments range from 8.00% to 14.00% at December 31, 1997. </FN> REDWOOD MORTGAGE INVESTORS VIII (A California Limited Partnership) NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1997 Scheduled maturity dates of mortgage investments as of December 31, 1997 are as follows: Year Ending December 31, ------------------- 1998 $3,631,543 1999 7,707,533 2000 5,016,894 2001 1,887,779 2002 1,546,742 Thereafter 5,514,498 =============== $25,304,989 =============== The scheduled maturities for 1998 include approximately $1,123,089 in Mortgage Investments which are past maturity at December 31, 1997. Interest payment on these loans are current. One Mortgage Investment in the principal amount of $118,811 had interest paid through September 1, 1996, and is in foreclosure. That Mortgage Investment which is the only loan categorized as delinquent, is not considered impaired because the underlying security is sufficient to cover amount due. The cash balance at December 31, 1997 of $663,159 was in one bank with interest bearing balances totalling $597,751. The balances exceeded FDIC insurance limits (up to $100,000 per bank) by $563,159. This bank is the same financial institution that has provided the Partnership with the $6,000,000 limit line of credit. At December 31, 1997, draw down against this facility was $5,640,000. As and when deposits in the Partnerships bank accounts increase significantly beyond the insured limit, the funds are either placed on new Mortgage Investments or used to pay-down on the line of credit balance. PARODI & CROPPER CERTIFIED PUBLIC ACCOUNTANTS 3658 MOUNT DIABLO BOULEVARD, SUITE #205 LAFAYETTE, CALIFORNIA 94549 (510) 284-3590 FAX (510) 284-3593 INDEPENDENT AUDITORS REPORT BOARD OF DIRECTORS GYMNO CORPORATION We have audited the accompanying balance sheets of GYMNO Corporation as of December 31, 1997, and 1996, and the related statements of income (loss), stockholders equity and cash flows for the year ended December 31, 1997 and the six months ended December 31, 1996 These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining on a test basis evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial positions of GYMNO Corporation as of December 31, 1997, and 1996, and the results of its operations and cash flows for the periods then ended in conformity with generally accepted accounting principles. /S/ Parodi & Cropper PARODI & CROPPER Lafayette, California April 8, 1998 GYMNO CORPORATION BALANCE SHEETS DECEMBER 31, 1997 AND 1996 ASSETS 1997 1996 -------------------- ------------------- Cash and equivalents $1,338 $1,666 Deferred income tax benefits 136 120 -------------------- ------------------- Total current assets 1,474 1,786 -------------------- ------------------- Investment in partnerships, at net equity: Redwood Mortgage Investors IV 7,500 7,500 Redwood Mortgage Investors V 5,000 5,000 Redwood Mortgage Investors VI 9,773 9,773 Redwood Mortgage Investors VII 12,448 12,648 Redwood Mortgage Investors VIII 20,488 15,241 -------------------- ------------------- 55,209 50,162 -------------------- ------------------- $56,683 $51,948 ==================== =================== LIABILITIES AND STOCKHOLDERS' EQUITY Liabilities: Accounts payable - Stockholders $436 $436 Accounts payable 0 2,311 Accrued income taxes 382 710 Loan from Redwood Mortgage at 8% interest 9,138 7,518 -------------------- ------------------- Total current liabilities 9,956 10,975 -------------------- ------------------- Stockholders' Equity: Common stock at stated value: Authorized 1,000,000 shares of no par value issued and outstanding 500 shares 5,000 5,000 Paid-in surplus 7,500 7,500 Retained earnings 34,227 28,473 -------------------- ------------------- Total stockholders' equity 46,727 40,973 -------------------- ------------------- $56,683 $51,948 ==================== =================== <FN> See accompanying notes to financial statements. </FN> GYMNO CORPORATION STATEMENTS OF INCOME DECEMBER 31, 1997 AND Six Months ended December 31, 1996 SIX MONTHS YEAR ENDED ENDED DECEMBER 31, DECEMBER 31, 1997 1996 ------------------- ------------------- REVENUE Partnership earnings - as General Partner $13,009 $5,971 Reconveyance fees 5,175 2,800 Other partnership earnings 34 21 ------------------- ------------------- 18,218 8,792 ------------------- ------------------- EXPENSES Management services - Stockholders 5,818 3,303 Professional Services 3,569 4,417 Interest expense 608 195 Recording Fees 0 200 Other 278 0 ------------------- ------------------- 10,273 8,115 Income before provision for income taxes 7,945 677 ------------------- ------------------- Provision for income taxes: California 863 800 Federal 1,328 920 ------------------- ------------------- 2,191 1,720 ------------------- ------------------- Net income (loss) $5,754 $(1,043) =================== =================== Per share (500 shares) $11.51 $(2.09) =================== =================== <FN> See accompanying notes to financial statements. </FN> GYMNO CORPORATION STATEMENTS OF STOCKHOLDERS EQUITY YEAR ENDED DECEMBER 31, 1997 AND SIX MONTHS ENDED DECEMBER 31, 1996 Common Stock Paid-In Retained ----------------------- Shares Amount Surplus Earnings Total Balances - June 30, 1996 500# $5,000 $7,500 $29,516 $42,016 Net income (loss) for the six months ended December 31, 1996 0 0 0 (1,043) (1,043) --------- --------- --------- ---------- ---------- Balances - December 31, 1996 500# 5,000 7,500 28,473 40,973 Net income (loss) for the year ended December 31, 1997 0 0 0 5,754 5,754 --------- --------- --------- ---------- ---------- Balances - December 31, 1997 500# $5,000 $7,500 $34,227 $46,727 ========= ========= ========= ========== ========== <FN> See accompanying notes to financial statements. </FN> GYMNO CORPORATION STATEMENTS OF CASH FLOWS YEAR ENDED DECEMBER 31, 1997 AND SIX MONTHS ENDED DECEMBER 31, 1996, SIX MONTHS ENDED YEAR ENDED DECEMBER 31, 1997 1996 ----------------- ------------------ Cash flows from operating activities: Net income (Loss) $5,754 $(1,043) Adjustments to reconcile net income to net cash provided by operating activities: (Increase) decrease in recoverable income taxes (16) 0 Increase (decrease) in accounts payable and accrued (2,639) 1,664 liabilities ----------------- ------------------ 3,099 621 ----------------- ------------------ Cash flows from investing activities: (increase) decrease in: Cash invested in partnerships (5,047) (2,871) ----------------- ------------------ Cash flows for financing activities: Increase (decrease) in: Loan from Redwood Mortgage 1,620 3,518 ----------------- ------------------ Net increase (decrease) in cash equivalents (328) 1,268 Cash equivalents at beginning of year 1,666 398 ----------------- ------------------ Cash equivalents at end of year (consisting of cash in bank) $1,338 $1,666 ================= ================== <FN> See accompanying notes to financial statements. </FN> GYMNO CORPORATION NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1997 AND 1996 NOTE 1 - ORGANIZATION GYMNO Corporation (the Company) was formed in July, 1986 by D. Russell Burwell and Michael R. Burwell, each owning 250 shares, for the purpose of serving as corporate General Partner of California limited partnerships, (presently Redwood Mortgage Investors I, II, III, IV, V, VI, VII and VIII) which invest in high-yield debt instruments, primarily promissory notes secured by deeds of trust on California real estate. As corporate General Partner, the Company receives management fees and/or a small percentage of income for its services which are performed by the stock holders. In addition, the company receives reconveyance fees. The Company has also acquired limited partnership interests in Redwood Mortgage Investors VII. The Company receives investment income from such limited partnership interests. NOTE 2 - SUMMARY OF ACCOUNTING POLICIES The accompanying financial statements were prepared on the accrual basis of accounting wherein revenue is recognized when earned and expenses are recognized when incurred. Earnings per share, included in the statements of income, were calculated by dividing net income by the weighted average of common stock shares outstanding during the period. There is only one class of shares (common stock) and there are no provisions or agreements which could dilute earnings per share. During 1996, GYMNO changed its corporate tax year end from June 30 to December 31. This change facilitates the accounting for GYMNO which is a general partner in eight mortgage investing limited partnerships which have calendar year requirements. Because of the change in fiscal year, the attached financial statements reflect results for the six months ended December 31, 1996 as well as for the year ended December 31, 1997. GYMNO CORPORATION NOTES TO FINANCIAL STATEMENTS DECEMBER 31,1997 and 1996 NOTE 3 - INCOME TAXES The following reflects the income taxes for the periods ending December 31, 1996 and 1997: SIX MONTHS ENDED YEAR ENDED DECEMBER 31, 1996 DECEMBER 31, 1997 CALIFORNIA FEDERAL CALIFORNIA FEDERAL -------------- ----------- -------------- ----------- Income before provision for income taxes $677 677 $7,945 7,945 Nondeductible expenses 0 0 6 6 State Tax deduction: Prior fiscal year tax 0 (800) 0 (800) Taxable income differential-partnerships 6,276 6,254 1,811 1,811 ----------- ----------- ----------- ----------- Taxable income 6,953 6,131 9,762 8,962 ----------- ----------- ----------- ----------- Tax rate (California $800 minimum) 9.3% 15% 8.84% 15% ----------- ----------- ----------- ----------- Income tax thereon $800 $920 $863 $1,344 Change in deferred income tax benefit 0 0 0 (16) ----------- ----------- ----------- ----------- Income Tax expense $800 $920 $863 $1,328 =========== =========== =========== =========== Above tax liability 800 920 863 1,344 Estimated tax payments 800 210 800 1,025 ----------- ----------- ----------- ----------- Income tax liability $0 $710 $63 $319 =========== =========== =========== =========== Total liability $710 $382 =========== =========== <FN> California income taxes were determined at the greater of 9.3% of taxable income or the minimum tax ($800) and Federal income taxes were determined at the applicable Federal rate (15%). Deferred income taxes are based on timing differences in deductions for California income taxes which are deductible in the year after they apply (i.e. - - fiscal year 1996 taxes are deductible in 1997). At December 31, 1996 there were deferred income tax benefits of $120 relating to the $800 California Franchise Tax deductible in the following year. At December 31, 1997, the corresponding amount was $136. </FN>