UNITED STATES OF AMERICA
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
x |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) |
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended: March 31, 2012
OR
¨ |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) |
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Transition Period from to .
Commission File Number 1-13759
REDWOOD TRUST, INC.
(Exact Name of Registrant as Specified in Its Charter)
Maryland | 68-0329422 | |||||
(State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification No.) |
|||||
One Belvedere Place, Suite 300 Mill Valley, California |
94941 | |||||
(Address of Principal Executive Offices) | (Zip Code) |
(415) 389-7373
(Registrants Telephone Number, Including Area Code)
Not Applicable
(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
Large accelerated filer x Accelerated filer ¨ Non-accelerated filer ¨ Smaller reporting company ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x
Indicate the number of shares outstanding of each of the issuers classes of common stock, as of the latest practicable date.
Common Stock, $0.01 par value per share |
79,055,468 shares outstanding as of May 4, 2012 |
2012 FORM 10-Q REPORT
TABLE OF CONTENTS
Page | ||||||
Item 1. |
1 | |||||
Consolidated Balance Sheets at March 31, 2012 (Unaudited) and December 31, 2011 |
1 | |||||
Consolidated Statements of Income for the Three Months Ended March 31, 2012 and 2011 (Unaudited) |
2 | |||||
3 | ||||||
Consolidated Statements of Changes in Equity for the Three Months Ended March 31, 2012 and 2011 |
4 | |||||
Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2012 and 2011 |
5 | |||||
6 | ||||||
Item 2. |
Managements Discussion and Analysis of Financial Condition and Results of Operations |
52 | ||||
Item 3. |
97 | |||||
Item 4. |
97 | |||||
Item 1. |
98 | |||||
Item 1A. |
100 | |||||
Item 2. |
100 | |||||
Item 3. |
100 | |||||
Item 4. |
100 | |||||
Item 5. |
100 | |||||
Item 6. |
101 | |||||
102 |
i
REDWOOD TRUST, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In Thousands, Except Share Data) (Unaudited) |
March 31, 2012 |
December 31, 2011 |
||||||
ASSETS | ||||||||
Residential loans, held-for-sale |
$ | 303,106 | $ | 395,237 | ||||
Residential loans, held-for-investment |
3,347,952 | 3,799,648 | ||||||
Commercial loans (includes $12,103 and $12,129 at fair value) |
190,518 | 169,855 | ||||||
Real estate securities, at fair value |
1,262,156 | 981,837 | ||||||
Cash and cash equivalents |
149,558 | 267,176 | ||||||
|
|
|
|
|||||
Total earning assets |
5,253,290 | 5,613,753 | ||||||
|
|
|
|
|||||
Restricted cash |
15,795 | 14,987 | ||||||
Accrued interest receivable |
16,213 | 15,840 | ||||||
Derivative assets |
3,185 | 2,373 | ||||||
Deferred securities issuance costs |
7,459 | 8,083 | ||||||
Other assets |
76,145 | 88,262 | ||||||
|
|
|
|
|||||
Total Assets (1) |
$ | 5,372,087 | $ | 5,743,298 | ||||
|
|
|
|
|||||
LIABILITIES AND EQUITY | ||||||||
Liabilities |
||||||||
Short-term debt |
$ | 440,965 | $ | 428,056 | ||||
Accrued interest payable |
7,774 | 8,134 | ||||||
Derivative liabilities |
103,826 | 127,564 | ||||||
Accrued expenses and other liabilities |
13,983 | 8,105 | ||||||
Asset-backed securities issued (includes $236,925 and $209,381 at fair value) |
3,703,782 | 4,139,355 | ||||||
Long-term debt |
139,500 | 139,500 | ||||||
|
|
|
|
|||||
Total liabilities (1) |
4,409,830 | 4,850,714 | ||||||
Equity |
||||||||
Common stock, par value $0.01 per share, 125,000,000 shares authorized; 78,756,319 and 78,555,908 issued and outstanding |
788 | 786 | ||||||
Additional paid-in capital |
1,702,412 | 1,697,979 | ||||||
Accumulated other comprehensive income |
41,856 | (13,151) | ||||||
Cumulative earnings |
531,746 | 501,283 | ||||||
Cumulative distributions to stockholders |
(1,314,545) | (1,294,313) | ||||||
|
|
|
|
|||||
Total stockholders equity |
962,257 | 892,584 | ||||||
Noncontrolling interest |
- | - | ||||||
|
|
|
|
|||||
Total equity |
962,257 | 892,584 | ||||||
|
|
|
|
|||||
Total Liabilities and Equity |
$ | 5,372,087 | $ | 5,743,298 | ||||
|
|
|
|
(1) | Our consolidated balance sheets include assets of consolidated variable interest entities (VIEs) that can only be used to settle obligations of these VIEs and liabilities of consolidated VIEs for which creditors do not have recourse to the primary beneficiary (Redwood Trust, Inc.). At March 31, 2012 and December 31, 2011, assets of consolidated VIEs totaled $3,985,463 and $4,408,350, respectively, and liabilities of consolidated VIEs totaled $3,770,197 and $4,209,124, respectively. See Note 4 for further discussion. |
The accompanying notes are an integral part of these consolidated financial statements.
1
REDWOOD TRUST, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(In Thousands, Except Share Data) | Three Months Ended March 31, | |||||||
(Unaudited) |
2012 | 2011 | ||||||
Interest Income |
||||||||
Residential loans |
$ | 23,379 | $ | 18,469 | ||||
Commercial loans |
5,346 | 1,225 | ||||||
Real estate securities |
29,994 | 34,624 | ||||||
Cash and cash equivalents |
21 | 15 | ||||||
|
|
|
|
|||||
Total interest income |
58,740 | 54,333 | ||||||
Interest Expense |
||||||||
Short-term debt |
(1,827) | (182) | ||||||
Asset-backed securities issued |
(26,452) | (19,423) | ||||||
Long-term debt |
(2,376) | (2,367) | ||||||
|
|
|
|
|||||
Total interest expense |
(30,655) | (21,972) | ||||||
|
|
|
|
|||||
Net Interest Income |
28,085 | 32,361 | ||||||
Provision for loan losses |
(274) | (2,807) | ||||||
Other market valuation adjustments |
(296) | (3,118) | ||||||
Other-than-temporary impairments (1) |
(332) | (2,622) | ||||||
|
|
|
|
|||||
Other market valuation adjustments, net |
(628) | (5,740) | ||||||
|
|
|
|
|||||
Net Interest Income After Provision and Other Market Valuation Adjustments |
27,183 | 23,814 | ||||||
Mortgage banking activities, net |
4,302 | - | ||||||
Operating expenses |
(14,634) | (11,514) | ||||||
Realized gains, net |
13,620 | 3,864 | ||||||
|
|
|
|
|||||
Net income before provision for income taxes |
30,471 | 16,164 | ||||||
Provision for income taxes |
(8) | (14) | ||||||
|
|
|
|
|||||
Net income |
30,463 | 16,150 | ||||||
Less: Net loss attributable to noncontrolling interest |
- | (2,015) | ||||||
|
|
|
|
|||||
Net Income Attributable to Redwood Trust, Inc. |
$ | 30,463 | $ | 18,165 | ||||
|
|
|
|
|||||
Basic earnings per common share |
$ | 0.38 | $ | 0.23 | ||||
Diluted earnings per common share |
$ | 0.37 | $ | 0.22 | ||||
Regular dividends declared per common share |
$ | 0.25 | $ | 0.25 | ||||
Basic weighted average shares outstanding |
78,397,359 | 78,027,840 | ||||||
Diluted weighted average shares outstanding |
79,892,013 | 79,371,776 |
(1) | For the three months ended March 31, 2012, other-than-temporary impairments were $481 of which $149 were recognized in Accumulated Other Comprehensive Income. For the three months ended March 31, 2011, other-than-temporary impairments were $3,312, of which $690 were recognized in Accumulated Other Comprehensive Income. |
The accompanying notes are an integral part of these consolidated financial statements.
2
REDWOOD TRUST, INC. AND SUBSIDIARIES
STATEMENTS OF CONSOLIDATED COMPREHENSIVE INCOME
(In Thousands) | Three Months Ended March 31, | |||||||
(Unaudited) |
2012 | 2011 | ||||||
Net Income |
$ | 30,463 | $ | 18,165 | ||||
Other comprehensive income: |
||||||||
Net unrealized gain on available-for-sale securities |
40,701 | 7,588 | ||||||
Reclassification of other-than-temporary impairments to net income |
77 | 1,770 | ||||||
Net unrealized gain on interest rate agreements |
13,193 | 3,890 | ||||||
Reclassification of unrealized loss on interest rate agreements to net income |
1,036 | 1,064 | ||||||
|
|
|
|
|||||
Total other comprehensive income |
55,007 | 14,312 | ||||||
|
|
|
|
|||||
Total comprehensive income |
85,470 | 32,477 | ||||||
Less: Comprehensive income attributable to noncontrolling interest |
- | 4,539 | ||||||
|
|
|
|
|||||
Comprehensive Income Attributable to Redwood Trust, Inc. |
$ | 85,470 | $ | 27,938 | ||||
|
|
|
|
The accompanying notes are an integral part of these consolidated financial statements.
3
REDWOOD TRUST, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
For the Three Months Ended March 31, 2012
Accumulated | ||||||||||||||||||||||||||||||||||
Common Stock | Additional | Other | Cumulative | |||||||||||||||||||||||||||||||
(In Thousands, Except Share Data) | Paid-In | Comprehensive | Cumulative | Distributions | Noncontrolling | |||||||||||||||||||||||||||||
(Unaudited) |
Shares | Amount | Capital | Income | Earnings | to Stockholders | Interest | Total | ||||||||||||||||||||||||||
December 31, 2011 |
78,555,908 | $ | 786 | $ | 1,697,979 | $ | (13,151) | $ | 501,283 | $ | (1,294,313) | $ | - | $ | 892,584 | |||||||||||||||||||
Net income |
- | - | - | - | 30,463 | - | - | 30,463 | ||||||||||||||||||||||||||
Other comprehensive income |
- | - | - | 55,007 | - | - | - | 55,007 | ||||||||||||||||||||||||||
Issuance of common stock: |
||||||||||||||||||||||||||||||||||
Dividend reinvestment & stock purchase plans |
201,186 | 2 | 2,201 | - | - | - | - | 2,203 | ||||||||||||||||||||||||||
Employee stock purchase and incentive plans |
(775) | - | (24) | - | - | - | - | (24) | ||||||||||||||||||||||||||
Non-cash equity award compensation |
- | - | 2,256 | - | - | - | - | 2,256 | ||||||||||||||||||||||||||
Distributions to noncontrolling interest, net |
- | - | - | - | - | - | - | - | ||||||||||||||||||||||||||
Common dividends declared |
- | - | - | - | - | (20,232) | - | (20,232) | ||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
March 31, 2012 |
78,756,319 | $ | 788 | $ | 1,702,412 | $ | 41,856 | $ | 531,746 | $ | (1,314,545) | $ | - | $ | 962,257 | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended March 31, 2011
Accumulated | ||||||||||||||||||||||||||||||||||
Common Stock | Additional | Other | Cumulative | |||||||||||||||||||||||||||||||
(In Thousands, Except Share Data) | Paid-In | Comprehensive | Cumulative | Distributions | Noncontrolling | |||||||||||||||||||||||||||||
(Unaudited) |
Shares | Amount | Capital | Income | Earnings | to Stockholders | Interest | Total | ||||||||||||||||||||||||||
December 31, 2010 |
78,124,668 | $ | 781 | $ | 1,689,851 | $ | 112,339 | $ | 474,940 | $ | (1,213,158) | $ | 10,839 | $ | 1,075,592 | |||||||||||||||||||
Net income (loss) |
- | - | - | - | 18,165 | - | (2,015) | 16,150 | ||||||||||||||||||||||||||
Other comprehensive income |
- | - | - | 9,773 | - | - | 4,539 | 14,312 | ||||||||||||||||||||||||||
Issuance of common stock: |
||||||||||||||||||||||||||||||||||
Dividend reinvestment & stock purchase plans |
13,304 | - | 196 | - | - | - | - | 196 | ||||||||||||||||||||||||||
Employee stock purchase and incentive plans |
752 | - | (26) | - | - | - | - | (26) | ||||||||||||||||||||||||||
Non-cash equity award compensation |
- | - | 2,074 | - | - | - | - | 2,074 | ||||||||||||||||||||||||||
Distributions to noncontrolling interest, net |
- | - | - | - | - | - | (6,323) | (6,323) | ||||||||||||||||||||||||||
Common dividends declared |
- | - | - | - | - | (20,124) | - | (20,124) | ||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
March 31, 2011 |
78,138,724 | $ | 781 | $ | 1,692,095 | $ | 122,112 | $ | 493,105 | $ | (1,233,282) | $ | 7,040 | $ | 1,081,851 | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these consolidated financial statements.
4
REDWOOD TRUST, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands) | Three Months Ended March 31, | |||||||
(Unaudited) |
2012 | 2011 | ||||||
Cash Flows From Operating Activities: |
||||||||
Net income attributable to Redwood Trust, Inc. |
$ | 30,463 | $ | 18,165 | ||||
Adjustments to reconcile net income to net cash provided by operating activities: |
||||||||
Amortization of premiums, discounts, and debt issuance costs, net |
(6,622) | (9,520) | ||||||
Depreciation and amortization of non-financial assets |
944 | 257 | ||||||
Purchases of loans held-for-sale |
(660,008) | - | ||||||
Principal payments on loans held-for-sale |
724 | - | ||||||
Proceeds from sales of loans held-for-sale |
388,760 | - | ||||||
Provision for loan losses |
274 | 2,807 | ||||||
Non-cash equity award compensation |
2,256 | 2,074 | ||||||
Market valuation adjustments, net |
3,701 | 5,740 | ||||||
Realized gains, net |
(20,985) | (3,864) | ||||||
Net change in: |
||||||||
Accrued interest receivable |
(1,062) | 76 | ||||||
Other assets |
20,073 | 3,529 | ||||||
Accrued interest payable |
5,101 | 3,892 | ||||||
Accrued expenses and other liabilities |
2,715 | (5,947) | ||||||
|
|
|
|
|||||
Net cash (used in) provided by operating activities |
(233,666) | 17,209 | ||||||
|
|
|
|
|||||
Cash Flows From Investing Activities: |
||||||||
Purchases of loans held-for-investment |
(26,888) | (112,742) | ||||||
Principal payments on loans held-for-investment |
155,301 | 93,292 | ||||||
Proceeds from sales of loans held-for-sale |
364,536 | 1,857 | ||||||
Purchases of available-for-sale securities |
(259,697) | (13,223) | ||||||
Proceeds from sales of available-for-sale securities |
49,511 | 48,072 | ||||||
Principal payments on available-for-sale securities |
28,004 | 31,234 | ||||||
Purchases of trading securities |
(21,176) | - | ||||||
Proceeds from sales of trading securities |
859 | 12,841 | ||||||
Principal payments on trading securities |
12,199 | 15,080 | ||||||
Proceeds from deconsolidation |
3,220 | - | ||||||
Net decrease in restricted cash |
(849) | (10,459) | ||||||
|
|
|
|
|||||
Net cash provided by investing activities |
305,020 | 65,952 | ||||||
|
|
|
|
|||||
Cash Flows From Financing Activities: |
||||||||
Proceeds from borrowings on short-term debt |
477,389 | - | ||||||
Repayments on short-term debt |
(464,480) | (44,137) | ||||||
Proceeds from issuance of asset-backed securities |
96 | 280,111 | ||||||
Repayments on asset-backed securities issued |
(164,740) | (110,896) | ||||||
Deferred securities issuance costs |
- | (1,695) | ||||||
Net settlements of derivatives |
(16,981) | (4,916) | ||||||
Net proceeds from issuance of common stock |
(24) | 170 | ||||||
Dividends paid |
(20,232) | (20,121) | ||||||
Change in noncontrolling interests |
- | (8,338) | ||||||
|
|
|
|
|||||
Net cash (used in) provided by financing activities |
(188,972) | 90,178 | ||||||
|
|
|
|
|||||
Net (decrease) increase in cash and cash equivalents |
(117,618) | 173,339 | ||||||
Cash and cash equivalents at beginning of period |
267,176 | 46,937 | ||||||
|
|
|
|
|||||
Cash and cash equivalents at end of period |
$ | 149,558 | $ | 220,276 | ||||
|
|
|
|
|||||
Supplemental Disclosures: |
||||||||
Cash paid for interest |
$ | 30,068 | $ | 16,833 | ||||
Cash paid for taxes |
15 | 18 | ||||||
Dividends declared but not paid at end of period |
- | 19,535 | ||||||
Transfers from residential loans to real estate owned |
2,606 | 2,396 |
The accompanying notes are an integral part of these consolidated financial statements.
5
REDWOOD TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2012
(Unaudited)
Note 1. Redwood Trust
Redwood Trust, Inc., together with its subsidiaries (Redwood, we, or us), invests in, finances, and manages real estate assets. We invest in residential and commercial loans and in asset-backed securities backed by real estate loans. We seek to invest in assets that have the potential to generate sufficient long-term cash flow returns to support our goal of distributing an attractive level of dividends per share to shareholders over time. For tax purposes, we are structured as a real estate investment trust (REIT).
Redwood was incorporated in the State of Maryland on April 11, 1994, and commenced operations on August 19, 1994. Our executive offices are located at One Belvedere Place, Suite 300, Mill Valley, California 94941.
Note 2. Basis of Presentation
The consolidated financial statements presented herein are at March 31, 2012 and December 31, 2011, and for the three months ended March 31, 2012 and 2011. These consolidated financial statements have been prepared in conformity with generally accepted accounting principles (GAAP) in the United States of America as prescribed by the Financial Accounting Standards Boards (FASB) Accounting Standards Codification (ASC) and using the Securities and Exchange Commissions (SEC) instructions to Form 10-Q.
Organization
Our consolidated financial statements include the accounts of Redwood, its direct and indirect wholly-owned subsidiaries, and other entities in which we have a controlling financial interest. All significant intercompany balances and transactions have been eliminated. Redwoods consolidated subsidiaries include both qualifying REIT subsidiaries and taxable subsidiaries. References to the Redwood REIT include Redwood and its qualifying REIT subsidiaries, excluding taxable subsidiaries.
We sponsor two securitization programs. Our Sequoia program is used for the securitization of residential mortgage loans. References to Sequoia refer collectively to all the consolidated Sequoia securitization entities. Our Acacia program was used for the securitization of mortgage-backed securities and other types of financial assets. References to Acacia refer collectively to all the consolidated Acacia securitization entities.
Principles of Consolidation
We apply FASB guidance to determine whether we must consolidate transferred financial assets and variable interest entities (VIEs) for financial reporting purposes. We currently consolidate the assets and liabilities of the Sequoia and the Acacia securitization entities where we maintain an ongoing involvement, as well as an entity formed in connection with a resecuritization transaction we engaged in during 2011. Prior to the fourth quarter of 2011, we also consolidated the assets, liabilities, and noncontrolling interests of the Opportunity Fund (Fund) that we managed. Each securitization entity is independent of Redwood and of each other and the assets and liabilities are not owned by and are not legal obligations of Redwood, although we are exposed to certain financial risks associated with our role as the sponsor or manager of these entities.
For financial reporting purposes, the underlying loans and securities owned at the Sequoia, Acacia, and resecuritization entities are shown under residential and commercial loans and real estate securities on our consolidated balance sheets. The asset-backed securities (ABS) issued to third parties by these entities are shown under ABS issued. In our consolidated statements of income, we record interest income on the loans and securities owned by consolidated Sequoia, Acacia, and resecuritization entities and interest expense on the ABS issued by these entities. The real estate securities owned at the Fund were shown on our consolidated balance sheets under real estate securities and the portion of the Fund owned by third parties was shown under noncontrolling interest. In our consolidated statements of income, we recorded interest income on the securities owned at the Fund.
See Note 4 for further discussion on principles of consolidation.
6
REDWOOD TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2012
(Unaudited)
Note 3. Summary of Significant Accounting Policies
Use of Estimates
The preparation of financial statements requires us to make a number of significant estimates. These include estimates of fair value of certain assets and liabilities, amount and timing of credit losses, prepayment rates, and other estimates that affect the reported amounts of certain assets and liabilities as of the date of the consolidated financial statements and the reported amounts of certain revenues and expenses during the reported period. It is likely that changes in these estimates (e.g., valuation changes due to supply and demand, credit performance, prepayments, interest rates, or other reasons) will occur in the near term. Our estimates are inherently subjective in nature and actual results could differ from our estimates and the differences could be material.
Fair Value Measurements
Our financial statements include assets and liabilities that are measured at their estimated fair values in accordance with GAAP. A fair value measurement represents the price at which an orderly transaction would occur between willing market participants at the measurement date. We develop fair values for financial assets or liabilities based on available inputs and pricing that is observed in the marketplace. Examples of market information that we attempt to obtain include the following:
| Quoted prices for the same or similar securities; |
| Relevant reports issued by analysts and rating agencies; |
| The current level of interest rates and any directional movements in relevant indices, such as credit risk indices; |
| Information about the performance of the underlying mortgage loans, such as delinquency and foreclosure rates, loss experience, and prepayment rates; |
| Indicative prices or yields from broker/dealers; and, |
| Other relevant observable inputs, including nonperformance risk and liquidity premiums. |
After considering all available indications of the appropriate rate of return that market participants would require, we consider the reasonableness of the range indicated by the results to determine an estimate that is most representative of fair value.
The markets for many of the real estate securities that we invest in and issue are generally illiquid. Establishing fair values for illiquid assets and liabilities is inherently subjective and is often dependent upon our estimates and modeling assumptions. If we determine that either the volume and/or level of trading activity for an asset or liability has significantly decreased from normal market conditions, or price quotations or observable inputs are not associated with orderly transactions, the market inputs that we obtain might not be relevant. For example, broker or pricing service quotes might not be relevant if an active market does not exist for the financial asset or liability. The nature of the quote (for example, whether the quote is an indicative price or a binding offer) is also evaluated.
In circumstances where relevant market inputs cannot be obtained, increased analysis and management judgment are required to estimate fair value. This generally requires us to establish the use of our internal assumptions about future cash flows and appropriate risk-adjusted discount rates. Regardless of the valuation inputs we apply, the objective of fair value measurement is unchanged from what it would be if markets were operating at normal activity levels and/or transactions were orderly; that is, to determine the current exit price.
See Note 5 for further discussion on fair value measurements.
7
REDWOOD TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2012
(Unaudited)
Note 3. Summary of Significant Accounting Policies (continued)
Fair Value Option
We have the option to measure eligible financial assets, financial liabilities, and commitments at fair value on an instrument-by-instrument basis. This option is available when we first recognize a financial asset or financial liability or enter into a firm commitment. Subsequent changes in the fair value of assets, liabilities, and commitments where we have elected the fair value option are recorded in our consolidated statements of income.
Our decision to apply the fair value option for new financial instruments is generally based upon our funding strategy for the specific financial asset acquired. For example, securities that we anticipate funding with equity will generally be accounted for as available-for-sale (AFS) securities. Securities that we anticipate funding with a combination of debt and equity or those financed through the issuance of asset-backed liabilities will generally be accounted for in a manner consistent with the associated liabilities. Additionally, we may elect to apply the fair value option for financial instruments that may not perform similarly to our traditional real estate investments or are particularly volatile or complex.
See Note 5 for further discussion on the fair value option.
Residential and Commercial Loans
Residential and Commercial Loans Fair Value
Residential and commercial loans at fair value include loans where we have elected the fair value option. Coupon interest is recognized as revenue when earned and deemed collectible or until a loan becomes more than 90 days past due. Changes in fair value are recurring and are reported through our consolidated statements of income in other market valuation adjustments, net.
Residential and Commercial Loans Held-for-Sale
Residential and commercial loans held-for-sale include loans that we are marketing for sale to third parties, including transfers to securitization entities that we plan to sponsor and expect to be accounted for as sales for financial reporting purposes. These loans are carried at the lower of their cost or fair value, as measured on an individual basis or, in the case of the loans we intend to pool for securitization based upon similar underwriting characteristics, on an aggregate basis. If the fair value of a loan, or pool of loans, held-for-sale is lower than its amortized cost basis, this difference is reported as a negative market valuation adjustment through our consolidated statements of income. Coupon interest for loans held-for-sale is recognized as revenue when earned and deemed collectible or until a loan becomes more than 90 days past due. Gains or losses on the sale of residential or commercial loans are based on the specific identification method for loans measured on an individual basis or in aggregate for those loans measured on a pool basis.
Residential and Commercial Loans Held-for-Investment
Loans held-for-investment include residential loans owned at Sequoia entities and commercial loans owned at Redwood. These loans are carried at their unpaid principal balances adjusted for net unamortized premiums or discounts and net of any allowance for loan losses. Coupon interest is recognized as revenue when earned and deemed collectible or until a loan becomes more than 90 days past due or when a loan has been individually impaired, at which point the loan is placed on nonaccrual status. Interest previously accrued for loans that have become greater than 90 days past due or individually impaired is reserved for in the allowance for loan losses. Residential loans delinquent more than 90 days or in foreclosure are characterized as seriously delinquent. Cash principal and interest that is advanced from servicers subsequent to a loan becoming greater than 90 days past due or individually impaired is used to reduce the outstanding loan principal balance. When a seriously delinquent loan previously placed on nonaccrual status has cured, meaning all delinquent principal and interest have been remitted by the borrower, the loan is placed back on accrual status. Loans that have been individually impaired are placed back on accrual status once the loan is considered reperforming. A loan is considered reperforming when the loan has been current for at least 12 months.
8
REDWOOD TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2012
(Unaudited)
Note 3. Summary of Significant Accounting Policies (continued)
We use the interest method to determine an effective yield to amortize the premium or discount on real estate loans held-for-investment. For residential loans acquired prior to July 1, 2004, we use coupon interest rates as they change over time and anticipated principal payments to determine periodic amortization. For loans acquired after July 1, 2004, we use the initial coupon interest rate of the loans (without regard to future changes in the underlying indices) and anticipated principal payments, if any, to determine periodic amortization.
We reclassify loans held-for-investment as loans held-for-sale if we determine that these loans will be sold or transferred to third parties. This may occur, for example, if we exercise our right to call ABS issued by a Sequoia securitization trust and decide to subsequently sell the underlying loans to third parties.
See Note 6 for further discussion on residential loans. See Note 7 for further discussion on commercial loans.
Residential Loans Allowance for Loan Losses
For residential loans classified as held-for-investment, we establish and maintain an allowance for loan losses based on our estimate of credit losses inherent in our loan portfolios at the reporting date. To calculate the allowance for loan losses, we assess inherent losses by determining loss factors (defaults, the timing of defaults, and loss severities upon defaults) that can be specifically applied to each loan or pools of loans.
We consider the following factors in evaluating the allowance for loan losses:
| Ongoing analyses of loans, including, but not limited to, the age of loans and year of origination, underwriting standards, business climate, economic conditions, and other observable data; |
| Historical loss rates and past performance of similar loans; |
| Relevant environmental factors; |
| Relevant market research and publicly available third-party reference loss rates; |
| Trends in delinquencies and charge-offs; |
| Effects and changes in credit concentrations; |
| Information supporting a borrowers ability to meet obligations; |
| Ongoing evaluations of fair values of collateral using current appraisals and other valuations; and, |
| Discounted cash flow analyses. |
Once we determine the amount of defaults, the timing of the defaults, and severity of losses upon the defaults, we estimate expected losses for each individual loan or pool of loans over its expected life. We then estimate the timing of these losses and the losses probable to occur over an appropriate loss confirmation period. This period is defined as the range of time between the occurrence of a credit loss (such as the initial deterioration of the borrowers financial condition) and the confirmation of that loss (the actual impairment or charge-off of the loan). The losses expected to occur within the estimated loss confirmation period are the basis of our allowance for loan losses, since we believe these losses exist at the reported date of the financial statements. We re-evaluate the adequacy of our allowance for loan losses quarterly.
As part of the loss mitigation efforts undertaken by servicers of residential loans owned by Sequoia securitization entities, a growing number of loan modifications have been completed to help make mortgage loans more affordable for certain borrowers. Loan modifications may include, but are not limited to: (i) conversion of a floating rate mortgage loan into a fixed rate mortgage loan; (ii) reduction in the contractual interest rate of a mortgage loan; (iii) forgiveness of a portion of the contractual interest and/or principal amounts owed on a mortgage loan; and, (iv) extension of the contractual maturity of a mortgage loan. We evaluate all loan modifications performed by servicers to determine if they constitute troubled debt restructurings (TDRs) according to GAAP. If a loan is determined to be a TDR, it is removed from the general loan pools used for calculating
9
REDWOOD TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2012
(Unaudited)
Note 3. Summary of Significant Accounting Policies (continued)
allowances for loan losses and assessed for impairment on an individual basis based upon any adverse change in the expected future cash flows resulting from the modification. This difference is recorded to the provision for loan losses in our consolidated statements of income.
When foreclosed property is received in full satisfaction for a defaulted loan, we estimate the fair value of the property, based on estimated net proceeds from the sale of the property (including accrued but unpaid interest and other costs). To the extent that the fair value of the property is below the recorded investment of the loan, we record a charge against the allowance for loan losses for the difference. Foreclosed property is subsequently recorded as real estate owned (REO), a component of other assets on our consolidated balance sheets. Actual losses incurred on loans liquidated through a short-sale are also charged against the allowance for loan losses.
Repurchase Reserves
We do not currently maintain a loan repurchase reserve and management is not aware of any outstanding repurchase claims against Redwood that would require the establishment of such a reserve. We do not originate residential loans and believe that risk of loss due to loan repurchases (i.e., due to breach of representations and warranties) would generally be a contingency to the companies from whom we acquired the loans and therefore would be covered by our recourse to those companies.
In circumstances where we believe that there is a risk of loss due to a loan repurchase demand (i.e., due to an allegation of a breach of representations and warranties) and we do not believe that full recourse to the company from whom we acquired the loan exists or is enforceable, we will review the need for any loan repurchase reserve in accordance with FASB guidance on accounting for contingencies and establish reserves when, in the opinion of management, it is probable that a matter would result in a liability and the amount of loss, if any, can be reasonably estimated.
See Note 6 for further discussion on the allowance for loan losses for residential loans.
Commercial Loans Allowance for Loan Losses
For commercial loans classified as held-for-investment, we establish and maintain a general allowance for loan losses inherent in our portfolio at the reporting date and, where appropriate, a specific allowance for loan losses for loans we have determined to be impaired at the reporting date. An individual loan is considered impaired when it is deemed probable that we will not be able to collect all amounts due according to the contractual terms of the loan.
Our methodology for assessing the adequacy the allowance for loan losses begins with a formal review of each commercial loan in the portfolio and the assignment of an internal impairment status. Reviews are performed at least quarterly. We consider the following factors in evaluating each loan:
| Loan to value ratios upon origination or acquisition of the loan; |
| The most recent financial information for each loan and associated properties, including net operating income, debt service coverage ratios, occupancy rates, rent rolls, as well as any other loss factors we consider relevant, such as, but not limited to, specific loan trigger events that would indicate an adverse change in expected cash flows or payment delinquency; |
| Economic trends, both macroeconomic as well as those directly affecting the properties associated with our loans, and the supply and demand of competing projects in the sub-market in which the subject property is located; and, |
| The loan sponsor or borrowing entitys ability to ensure that properties associated with the loan are managed and operated sufficiently. |
Loan reviews are completed by asset management and finance personnel and reviewed and approved by senior management.
10
REDWOOD TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2012
(Unaudited)
Note 3. Summary of Significant Accounting Policies (continued)
Based on the assigned impairment status, a loan is categorized as Pass, Watch List, or Workout. Pass loans are defined as loans that are performing in accordance with the contractual terms of the loan agreement. Watch List loans are defined as performing loans for which the timing of cost recovery is under review. Workout loans are defined as loans that we believe have a credit impairment that may lead to a realized loss. Workout loans are typically assessed for impairment on an individual basis. Where an individual commercial loan is impaired, we record an allowance to reduce the carrying value of the loan to the updated present value of expected future cash flows discounted at the loans effective rate, with a corresponding charge to our consolidated statement of income.
For all commercial loans that are not individually impaired, we assess the commercial loan portfolio in aggregate for loan losses based on our expectation of credit losses inherent in the portfolio at the reporting date. Our expectation of credit losses is informed by, among other things:
| Historical loss rates and past performance of similar loans in our own portfolio, if any; |
| Publicly available third-party reference loss rates on similar loans; and, |
| Trends in delinquencies and charge-offs in our own portfolio and among industry participants. |
See Note 7 for further discussion on the allowance for loan losses for commercial loans.
Real Estate Securities, at Fair Value
We classify our real estate securities as trading or available-for-sale securities. We use the prime or non-prime designation to categorize our residential securities based upon the general credit characteristics of the residential loans underlying each security at the time of origination. For example, prime residential loans are generally characterized by lower LTV ratios, and are made to borrowers with higher Fair Isaac Corporation (FICO) scores. Non-prime residential loans are generally characterized by higher LTV ratios and may have been made to borrowers with lower credit scores or impaired credit histories (while exhibiting the ability to repay their loans). Regardless of whether or not the loans backing a mortgage-backed security were designated as prime or non-prime at origination, there is a risk that the borrower may not be able to repay the loan.
Trading Securities
Trading securities include residential, commercial, and collateralized debt obligation (CDO) securities. Trading securities are carried at their estimated fair values. Coupon interest is recognized as interest income when earned and deemed collectible. All changes in fair value are reported through our consolidated statements of income in market valuation adjustments, net.
We primarily denote trading securities as those securities where we have adopted the fair value option. We currently account for certain securities at Redwood and all securities at Acacia entities as trading securities, at fair value.
Available-for-Sale (AFS) Securities
AFS securities include certain residential, commercial, and CDO securities. AFS securities are carried at their estimated fair values with cumulative unrealized gains and losses reported as a component of accumulated other comprehensive income in our consolidated statements of equity. Coupon interest is recognized as interest income when earned and deemed collectible, and the interest method is used to determine an effective yield to amortize purchase premiums, discounts, and fees associated with these securities into income over time. This requires us to project cash flows over the remaining life of each security and make assumptions with regards to interest rates, prepayment rates, the timing and amount of credit losses, and other factors. We review our cash flow projections on an ongoing basis and monitor these projections based on input and analyses received from external sources, internal models, and our own judgment and experience.
11
REDWOOD TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2012
(Unaudited)
Note 3. Summary of Significant Accounting Policies (continued)
For an AFS security where its fair value has declined below its amortized cost basis, we evaluate the security for other-than-temporary impairment (OTTI). If we either (i) intend to sell the impaired security; (ii) will more likely than not be required to sell the impaired security before it recovers in value; or, (iii) do not expect to recover the impaired securitys amortized cost basis even if we do not intend to sell the security the impairment is deemed an OTTI and we record the entire difference between the securitys fair value and its amortized cost in our consolidated statements of income. Conversely, if none of these three conditions is met, we analyze the expected cash flows, or cost recovery of the security, to determine what, if any, OTTI is recognized through our consolidated statements of income. This analysis includes an assessment of any changes in the regulatory and/or economic environment that might affect the performance of the security.
If we conclude through our analysis that there has been no significant adverse change in our cash flow assumptions for the security, then the impairment is deemed temporary in nature and the associated difference between the securitys fair value and its amortized cost basis is recorded as an unrealized loss through accumulated other comprehensive income, a component of equity. Alternatively, if we conclude that there has been a significant adverse change in our cash flow assumptions for the security, then the impairment is deemed an OTTI and we perform an additional analysis to determine what portion of OTTI, if any, should be recorded through our consolidated statements of income. This analysis entails discounting the securitys cash flows to a present value using the prior period yield for the security to determine an expected recoverable value. The difference between this expected recoverable value and the amortized cost basis of the security is deemed to be the credit component of the OTTI that is recorded in our consolidated statements of income. The amortized cost of the security is then adjusted to the expected recoverable value, and the difference between this expected recoverable value and the fair value is deemed to be the non-credit component of the OTTI that is recorded to accumulated other comprehensive income. Future amortization and accretion for the security is computed based upon the new amortized cost basis.
See Note 8 for further discussion on real estate securities.
Cash and Cash Equivalents
Cash and cash equivalents include non-restricted cash and highly liquid investments with original maturities of three months or less. At March 31, 2012, we did not have any significant concentrations of credit risk arising from cash deposits as all of our cash and cash equivalents were invested in FDIC-insured bank products.
Restricted Cash
Restricted cash primarily includes principal and interest payments that are collateral for, or payable to, owners of ABS issued by consolidated securitization entities. Restricted cash may also include cash retained in the Acacia or Sequoia securitization entities or in the resecuritization entity prior to the payments on or redemptions of outstanding ABS issued. At March 31, 2012, we did not have any significant concentrations of credit risk arising from restricted cash deposits as all of our restricted cash was held in custodial accounts or FDIC-insured bank products.
Accrued Interest Receivable
Accrued interest receivable includes interest that is due and payable to us. Cash interest is generally received within thirty days of recording the receivable. For financial assets where we have elected the fair value option, the associated accrued interest on these assets is measured at fair value. For financial assets where we have not elected the fair value option, the associated accrued interest carrying values approximate fair values.
Derivative Financial Instruments
Derivative financial instruments we currently utilize include contractual interest rate agreements, financial futures contracts, and To Be Announced (TBA) contracts. All derivative financial instruments are recorded at fair value in our consolidated balance sheets. Derivatives with a positive fair value to us are reported as an asset and derivatives with a negative fair value to us are reported as a liability. We classify each of our derivative financial
12
REDWOOD TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2012
(Unaudited)
Note 3. Summary of Significant Accounting Policies (continued)
instruments as either (i) a trading instrument (no specific hedging designation for financial reporting purposes) or (ii) a hedge of a forecasted transaction or of the variability of cash flows to be received or paid related to a recognized asset or liability (cash flow hedge).
Changes in the fair values of derivatives accounted for as trading instruments, including any associated interest income or expense, are recorded in our consolidated statements of income through market valuation adjustments, net. Changes in the fair values of derivatives accounted for as cash flow hedges, to the extent they are effective, are recorded in accumulated other comprehensive income, a component of equity. Interest income or expense, and any ineffectiveness associated with these derivatives, are recorded as a component of net interest income in our consolidated statements of income. We measure the effective portion of cash flow hedges by comparing the change in fair value of the expected future variable cash flows of the derivative hedging instruments with the change in fair value of the expected future variable cash flows of the hedged liability.
We will discontinue cash flow hedge accounting if (i) we determine that the hedging derivative is no longer expected to be effective in offsetting changes in the cash flows of the designated hedged item; (ii) the derivative expires or is sold, terminated, or exercised; (iii) the derivative is de-designated as a cash flow hedge; or, (iv) it is probable that a forecasted transaction associated with the hedged item will not occur by the end of the originally specified time period. To the extent we de-designate a cash flow hedging relationship and the associated hedged item continues to exist, any unrealized gain or loss of the cash flow hedge at the time of de-designation remains in accumulated other comprehensive income and is amortized using the straight-line method through interest expense over the remaining life of the hedged liability.
Interest Rate Agreements
Interest rate agreements that we currently utilize include swaps, swaptions, and caps. Interest rate swaps are agreements in which (i) one counterparty exchanges a stream of fixed interest payments for another counterpartys stream of variable interest cash flows; or, (ii) each counterparty exchanges variable interest cash flows that are referenced to different indices. Interest rate swaptions are agreements that provide the owner the right but not the obligation to enter into an underlying interest rate swap with a counterparty in the future. Interest rate caps are agreements in which the owner receives payments at the end of each period for which the prevailing interest rate exceeds an agreed upon strike price. We enter into interest rate agreements primarily to reduce significant changes in our income or equity caused by interest rate volatility. Certain of these interest rate agreements may be designated as cash flow hedges.
Eurodollar Futures, Treasury Futures, and TBA Contracts
Eurodollar futures are futures contracts on time deposits denominated in U.S. dollars at banks outside the United States. Eurodollar futures, unlike our other derivatives, have maturities of only three months. Therefore, in order to achieve the desired interest rate offset necessary to manage our risk, consecutively maturing contracts are required, resulting in a stated notional amount that is typically higher than our other derivatives. Treasury futures are futures contracts on benchmark U.S. Treasury rates. TBA contracts are forward contracts to purchase mortgage-backed securities that will be issued by a U.S. government sponsored enterprise (GSE) in the future. We purchase or sell these derivatives to offset to varying degrees changes in the values of mortgage products for which we have exposure.
See Note 9 for further discussion on derivative financial instruments.
Deferred Tax Assets
Our deferred tax assets are generated by temporary differences in GAAP and taxable income at our taxable subsidiaries. These differences generally reflect differing accounting treatments for tax and GAAP, such as accounting for discount and premium amortization, credit losses, equity awards, asset impairments, and certain valuation estimates. As a result of these differences, we may recognize taxable income in periods prior to when we
13
REDWOOD TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2012
(Unaudited)
Note 3. Summary of Significant Accounting Policies (continued)
recognize income for GAAP. When this occurs, we pay the tax liability and establish a deferred tax asset for GAAP. As the income is subsequently realized in future periods under GAAP, the deferred tax asset is reduced. We did not have a deferred tax asset at March 31, 2012 or December 31, 2011.
Deferred Securities Issuance Costs
Securities issuance costs are expenses associated with the issuance of long-term debt, the resecuritization we engaged in during 2011, and the ABS from the Sequoia securitization entities we sponsor and consolidate for financial reporting purposes. These expenses typically include underwriting, rating agency, legal, accounting, and other fees. ABS issuance costs associated with liabilities accounted for under the fair value option are expensed as incurred. ABS issuance costs associated with liabilities reported at cost are deferred. Deferred ABS issuance costs are reported on our consolidated balance sheets as deferred charges (an asset) and are amortized as an adjustment to interest expense using the interest method, based upon the actual and estimated repayment schedules of the related debt and ABS issued.
Other Assets
Other assets include mortgage servicing rights (MSRs), REO, margin receivable, fixed assets, principal receivable, and other prepaid expenses. REO property acquired through, or in lieu of, loan foreclosure is initially recorded at fair value, and subsequently reported at the lower of carrying amount or fair value (less estimated cost to sell). Changes in the fair value of an REO property that has a fair value at or below its carrying amount are recorded in our consolidated statements of income as a component of market valuation adjustments, net. Margin receivable reflects cash collateral Redwood has posted with various counterparties relating to our derivative and lending agreements with those counterparties, as applicable.
MSRs
We recognize MSRs through the acquisition of servicing rights released by third parties or through the retention of MSRs associated with residential loans which we have acquired and subsequently transferred to third parties. Typically our MSRs are directly acquired from loan originators or created through the transfer of loans to a Sequoia residential securitization sponsored by us that meets the GAAP criteria for sale accounting.
Our MSRs are held and managed at Redwood Residential Acquisition Corporation, a wholly-owned subsidiary of RWT Holdings, Inc., which is a taxable REIT subsidiary of ours. MSRs are initially recognized and carried at their estimated fair values. Changes in the fair value of MSRs are reported in mortgage banking activities, net, a component of our consolidated income statements.
See Note 10 for further discussion on other assets.
Short-Term Debt
Short-term debt includes borrowings under master repurchase agreements and other forms of borrowings that expire within one year with various counterparties. These facilities may be unsecured or collateralized by cash, loans, or securities.
See Note 11 for further discussion on short-term debt.
Accrued Interest Payable
Accrued interest payable includes interest that is due and payable to third parties. Interest is generally paid within one to three months of recording the payable, based upon our remittance requirements. For borrowings where we have elected the fair value option, the associated accrued interest on these liabilities is measured at fair value. For financial liabilities where we have not elected the fair value option, the associated accrued interest carrying values approximate fair values.
14
REDWOOD TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2012
(Unaudited)
Note 3. Summary of Significant Accounting Policies (continued)
Asset-Backed Securities Issued
The majority of the liabilities reported on our consolidated balance sheets represents ABS issued by bankruptcy-remote entities sponsored by Redwood. Sequoia, Acacia, and the resecuritization assets are held in the custody of securitization trustees and are not owned by Redwood. These trustees collect principal and interest payments (less servicing and related fees) from the assets and make corresponding principal and interest payments to the ABS investors.
Sequoia ABS Issued
Sequoia ABS issued are carried at their unpaid principal balances net of any unamortized discount or premium.
Acacia ABS Issued
Acacia ABS issued are accounted for under the fair value option and carried at their estimated fair values. Changes in fair value (gains or losses) are reported in our consolidated statements of income through other market valuation adjustments, net.
Resecuritization ABS Issued
Resecuritization ABS issued are carried at their unpaid principal balances net of any unamortized discount or premium.
See Note 12 for further discussion on ABS issued.
Long-Term Debt
Long-term debt includes trust preferred securities and subordinated notes at Redwood and is carried at its unpaid principal balance. Our long-term debt is unsecured with quarterly interest payments determined based upon a floating rate equal to the three-month London Interbank Offered Rate (LIBOR) plus a margin until it is redeemed in whole or matures at a future date.
See Note 13 for further discussion on long-term debt.
Equity
Accumulated Other Comprehensive Income
Net unrealized gains and losses on real estate securities available-for-sale and interest rate agreements designated as cash flow hedges are reported as components of accumulated other comprehensive income on our consolidated statements of changes in equity and our statements of consolidated comprehensive income. Net unrealized gains and losses on securities and interest rate agreements held by our taxable subsidiaries that are reported in other comprehensive income are adjusted for the effects of taxation and may create deferred tax assets or liabilities.
Noncontrolling Interest
Noncontrolling interest represented the aggregate limited partnership interests in the Fund held by third parties and may appear in financial statements for periods prior to the first quarter of 2012. The noncontrolling interest is shown as a component of equity on our consolidated balance sheets, and the portion of income allocable to third parties is shown as net income (loss) attributable to noncontrolling interest in our consolidated statements of income. Equity attributable to noncontrolling interest is disclosed in our consolidated statements of changes in equity and our statements of consolidated comprehensive income.
15
REDWOOD TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2012
(Unaudited)
Note 3. Summary of Significant Accounting Policies (continued)
Earnings Per Common Share
Basic earnings per common share (EPS) is computed by dividing net income allocated to common shareholders by the weighted average common shares outstanding. Net income allocated to common shareholders represents net income applicable to common shareholders, less income allocated to participating securities (as described below). Diluted earnings per common share is computed by dividing income allocated to common shareholders by the weighted average common shares outstanding plus amounts representing the dilutive effect of equity awards.
Accounting guidance on EPS defines unvested share-based payment awards containing nonforfeitable rights to dividends as participating securities that are included in computing EPS using the two-class method. The two-class method is an earnings allocation formula under which EPS is calculated for common stock and participating securities according to dividends declared and participating rights in undistributed earnings. Under this method, all earnings (distributed and undistributed) are allocated to participating securities and common shares based on their respective rights to receive dividends.
See Note 15 for further discussion on equity.
Incentive Plans
In May 2010, our shareholders approved an amendment to our previously amended 2002 Redwood Trust, Inc. Incentive Plan (Incentive Plan) for executive officers, employees, and non-employee directors. The amendment provided for an increase in the number of shares available for distribution under the plan. The Incentive Plan authorizes our Board of Directors (or a committee appointed by our Board of Directors) to grant incentive stock options (ISOs), non-qualifying stock options (NQSOs), performance stock units (PSUs), deferred stock units (DSUs), restricted stock, performance shares, performance units (including cash), stock appreciation rights, limited stock appreciation rights (awards), and dividend equivalent rights (DERs) to eligible recipients other than non-employee directors. These awards generally vest over a three- or four-year period. Non-employee directors are also provided annual awards under the Incentive Plan that generally vest immediately.
The cost of equity awards is determined in accordance with share-based payment accounting guidance and amortized over the vesting term using an accelerated method for equity awards granted prior to December 1, 2008. For equity awards granted after December 1, 2008, the cost of the awards is amortized over the vesting period on a straight-line basis. Timing differences between the accelerated and straight-line methods of amortization were determined to not be material to our consolidated financial statements.
Employee Stock Purchase Plan
In May 2009, our stockholders approved an amendment to our 2002 Redwood Trust, Inc. Employee Stock Purchase Plan (ESPP) to increase the number of shares available under the ESPP. The purpose of the ESPP is to give our employees an opportunity to acquire an equity interest in the Company through the purchase of shares of common stock at a discount. The ESPP allows eligible employees to purchase common stock at 85% of its fair value, subject to certain limits. Fair value as defined under the ESPP is the lesser of the closing market price of the common stock on the first day of the calendar year or the first day of the calendar quarter.
Executive Deferred Compensation Plan
In May 2002, our Board of Directors approved our 2002 Executive Deferred Compensation Plan (EDCP). The EDCP allows eligible employees and directors to defer portions of current salary and certain other forms of compensation. The Company matches some deferrals. Compensation deferred under the EDCP is recorded as a liability on our consolidated balance sheets. The EDCP allows for the investment of deferrals in either an interest crediting account or DSUs.
16
REDWOOD TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2012
(Unaudited)
Note 3. Summary of Significant Accounting Policies (continued)
401(k) Plan
We offer a tax-qualified 401(k) Plan to all employees for retirement savings. Under this Plan, employees are allowed to defer and invest up to 100% of their cash earnings, subject to the maximum 401(k) Plan contribution limit set forth by the Internal Revenue Service. We match some employee contributions to encourage participation and to provide a retirement planning benefit to employees. Vesting of the 401(k) Plan matching contributions is based on the employees tenure at the Company, and over time, an employee becomes increasingly vested in both prior and new matching contributions.
See Note 16 for further discussion on equity compensation plans.
Taxes
We have elected to be taxed as a REIT under the Internal Revenue Code and the corresponding provisions of state law. To qualify as a REIT we must distribute at least 90% of our annual REIT taxable income to shareholders (not including taxable income retained in our taxable subsidiaries) within the time frame set forth in the tax code and also meet certain other requirements related to assets, income, and stock ownership. We assess our tax positions for all open tax years and determine whether we have any material unrecognized liabilities in accordance with FASB guidance on accounting for uncertainty in income taxes. We record these liabilities to the extent we deem them incurred. We classify interest and penalties on material uncertain tax positions as interest expense and operating expense, respectively, in our consolidated statements of income.
See Note 18 for further discussion on taxes.
Recent Accounting Pronouncements
In May 2011, the FASB issued ASU 2011-04, Fair Value Measurement: Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs. This ASU converges fair value measurement and disclosure guidance in U.S. GAAP with the guidance concurrently issued by the International Accounting Standards Board. While the amendments in ASU 2011-04 do not modify the requirements for when fair value measurements apply, they do generally represent clarifications on how to measure and disclose fair value under ASC 820, Fair Value Measurement. This ASU is effective for interim and annual periods beginning after December 15, 2011 and should be applied prospectively. Our adoption of ASU 2011-04 in the first quarter of 2012 increased our disclosures related to fair value measurements, but did not have an effect on our consolidated financial statements.
Note 4. Principles of Consolidation
GAAP requires us to consider whether securitizations and other transfers of financial assets should be treated as sales or financings, as well as whether any variable interest entities (VIEs) for example, certain legal entities often used in securitization and other structured finance transactions should be included in our consolidated financial statements. The GAAP principles we apply require us to reassess our requirement to consolidate VIEs each quarter and therefore our determination may change based upon new facts and circumstances pertaining to each VIE. This could result in a material impact to our consolidated financial statements during subsequent reporting periods.
17
REDWOOD TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2012
(Unaudited)
Note 4. Principles of Consolidation (continued)
Analysis of Consolidated VIEs
The VIEs we are required to consolidate include certain Sequoia securitization entities, the Acacia entities, and the entity formed in connection with the resecuritization transaction we engaged in during 2011 (resecuritization). Each of these entities is independent of Redwood and of each other and the assets and liabilities are not owned by and are not legal obligations of ours, although we are exposed to certain financial risks associated with our role as the sponsor or manager of these entities. The following table presents a summary of the assets and liabilities of these VIEs. Intercompany balances have been eliminated for purposes of this presentation.
Assets and Liabilities of Consolidated VIEs at March 31, 2012
March 31, 2012 (Dollars in thousands) |
Sequoia Entities |
Acacia Entities |
Resecuritization | Total | ||||||||||||
Residential loans, held-for-investment |
$ | 3,347,952 | $ | - | $ | - | $ | 3,347,952 | ||||||||
Commercial loans, at fair value |
- | 12,103 | - | 12,103 | ||||||||||||
Real estate securities, at fair value |
- | 253,573 | 332,291 | 585,864 | ||||||||||||
Restricted cash |
243 | 15,452 | - | 15,695 | ||||||||||||
Accrued interest receivable |
7,155 | 1,959 | 940 | 10,054 | ||||||||||||
Derivative assets |
- | 1,929 | - | 1,929 | ||||||||||||
Deferred securities issuance costs |
5,186 | - | 1,043 | 6,229 | ||||||||||||
Other assets |
5,515 | 122 | - | 5,637 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total Assets |
$ | 3,366,051 | $ | 285,138 | $ | 334,274 | $ | 3,985,463 | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Accrued interest payable |
$ | 3,576 | $ | 2,852 | $ | 52 | $ | 6,480 | ||||||||
Derivative liabilities |
- | 59,703 | - | 59,703 | ||||||||||||
Accrued expenses and other liabilities |
5 | 227 | - | 232 | ||||||||||||
Asset-backed securities issued |
3,259,684 | 236,925 | 207,173 | 3,703,782 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total Liabilities |
$ | 3,263,265 | $ | 299,707 | $ | 207,225 | $ | 3,770,197 | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Noncontrolling interest |
$ | - | $ | - | $ | - | $ | - | ||||||||
Number of VIEs |
34 | 10 | 1 | 45 |
We consolidate the assets and liabilities of certain Sequoia securitization entities issued prior to 2010, as we did not meet the sale criteria at the time we transferred financial assets to these entities. Had we not been the transferor and depositor of these securitizations, we would likely not have consolidated them as we determined that we are not the primary beneficiary of these entities in accordance with ASC 810-10. During 2010 and 2011, we sponsored three residential jumbo mortgage securitizations through our Sequoia program totaling $908 million. We recorded the assets and liabilities of these entities on our consolidated balance sheets, as we did not meet the sale criteria at the time we transferred financial assets to these entities. Additionally, we determined that we are the primary beneficiary of these VIEs as our ongoing loss mitigation and resolution responsibilities provide us with the power to direct the activities that most significantly impact the economic performance of these entities and our significant investment interests provide us with the obligation to absorb losses or the right to receive benefits that are significant.
We consolidate the assets and liabilities of the Acacia securitization entities, as we did not meet the sale criteria at the time we transferred financial assets to these entities and we are the primary beneficiary of these VIEs. Our ongoing asset management responsibilities and call options provide us with the power to direct the activities that most significantly impact the economic performance of these individual entities, and our equity investments in each entity provide us with the obligation to absorb losses or the right to receive benefits that are significant.
We consolidate the assets and liabilities of the resecuritization as we did not meet the sale criteria at the time the financial assets were transferred to this entity and we are the primary beneficiary. We transferred residential senior residential securities to Credit Suisse First Boston Mortgage Securities Corp., which subsequently sold
18
REDWOOD TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2012
(Unaudited)
Note 4. Principles of Consolidation (continued)
them to CSMC 2011-9R, a resecuritization entity. In connection with this transaction, we acquired certain subordinate securities and variable rate, interest-only senior certificates. We engaged in this resecuritization primarily for the purpose of obtaining permanent non-recourse financing on a portion of our residential securities portfolio. Our credit risk exposure is largely unchanged as a result of engaging in the transaction, as we remain economically exposed to the financed securities through the first loss position in the structure.
During the first quarter of 2012, we sold variable interests in certain Sequoia securitization entities issued between 2001 and 2003 and determined that upon completion of an accounting analysis we should derecognize the associated assets and liabilities of these secured borrowings for financial reporting purposes. We deconsolidated $307 million of residential loans and other assets and $307 million of ABS issued and other liabilities, for a realized gain of $7 million, which was recorded on our consolidated statement of income for the three months ended March 31, 2012. These gains were comprised of both recoveries of excess provisions for loan losses as well as cash raised by selling our interests in these entities. We maintained our intent to hold our economic interests in all remaining consolidated Sequoia entities at March 31, 2012.
Analysis of Unconsolidated VIEs Sponsored by Redwood
In the first quarter of 2012, we transferred residential loans to SEMT 2012-1 and SEMT 2012-2, which are Sequoia securitization entities sponsored by us. These transactions were accounted for as sales for financial reporting purposes as we surrendered control over the transferred assets. We also determined we were not the primary beneficiary of these VIEs as we lacked the power to direct the activities that will have the most significant economic impact on the entities. For the transferred loans where we held the servicing rights prior to the transfer, we recorded MSRs on our consolidated balance sheet at March 31, 2012, and classified those MSRs as Level 3 assets. We also retained senior and subordinate securities in both securitizations that we classified as Level 3 assets.
The following table presents information related to the SEMT 2012-1 and SEMT 2012-2 securitization transactions.
Securitization Activity Related to Unconsolidated VIEs Sponsored by Redwood
(Dollars in Thousands) |
SEMT 2012-1 January 2012 |
SEMT 2012-2 March 2012 |
||||||
Principal balance of loans transferred |
$ | 415,728 | $ | 327,538 | ||||
Trading securities retained, at fair value |
11,938 | 9,238 | ||||||
AFS securities retained, at fair value |
25,991 | 13,459 | ||||||
Gain on sale |
1,812 | 5,553 | ||||||
MSRs recognized |
570 | 1,009 |
19
REDWOOD TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2012
(Unaudited)
Note 4. Principles of Consolidation (continued)
Our continuing involvement in these securitizations is limited to our receipt of the servicing fee income, advancing servicing fees to the securitization trust when a loan becomes delinquent, and the receipt of interest income associated with the securities we retained. The following table presents the cash flows between us and the unconsolidated VIEs sponsored by us for the three months ended March 31, 2012.
Cash Flows Related to Unconsolidated VIEs Sponsored by Redwood
(Dollars in Thousands) |
Three Months Ended
March 31, 2012 |
|||
Cash proceeds |
$ | 694,804 | ||
Servicing fees received |
14 | |||
Servicing advances |
- | |||
Cash flows received on retained securities |
1,028 |
The following table presents the key weighted-average assumptions to measure MSRs at the date of securitization.
MSR Assumptions Related to Unconsolidated VIEs Sponsored by Redwood
At Date of Securitization |
SEMT 2012-1 | SEMT 2012-2 | ||||||
Prepayment speeds |
5 - 50 % | 5 -50 % | ||||||
Discount rates |
9 % | 9 % |
The following table presents select information related to the SEMT 2012-1 and SEMT 2012-2 securitization transactions at March 31, 2012.
Unconsolidated VIEs Sponsored by Redwood at March 31, 2012
March 31, 2012 (Dollars in Thousands) |
SEMT 2012-1 | SEMT 2012-2 | ||||||
On-balance sheet assets, at fair value |
||||||||
Interest-only securities, classified as trading |
$ | 12,612 | $ | 9,253 | ||||
Subordinate securities, classified as AFS |
26,259 | 13,459 | ||||||
Maximum loss exposure (1) |
38,871 | 22,712 | ||||||
Principal balance of loans outstanding |
408,369 | 327,538 |
(1) | Maximum loss exposure from our involvement with unconsolidated VIEs pertains to the carrying value of our securities retained from these VIEs and represents estimated losses that would be incurred under severe, hypothetical circumstances, such as if the value of our interests and any associated collateral declines to zero. This does not include our ongoing exposure to representation and warranty claims associated with our initial transfer of loans into a securitization. |
20
REDWOOD TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2012
(Unaudited)
Note 4. Principles of Consolidation (continued)
The following table presents key economic assumptions and the sensitivity of the current fair value to immediate adverse changes in those assumptions at March 31, 2012.
Key Assumptions and Sensitivity Analysis for Unconsolidated VIEs Sponsored by Redwood
March 31, 2012 (Dollars in Thousands) |
Mortgage Servicing Rights |
Interest-only Securities |
Subordinate Securities |
|||||||||
Fair value at March 31, 2012 |
$ | 1,562 | $ | 21,865 | $ | 39,718 | ||||||
Expected weighted-average life (in years) |
5 | 3 | 12 | |||||||||
Prepayment speed assumption (annual CPR) |
17 % | 17 % | 18 % | |||||||||
Decrease in fair value from: |
||||||||||||
10% adverse change |
$ | 97 | $ | 3,436 | $ | 314 | ||||||
25% adverse change |
227 | 4,006 | 711 | |||||||||
Discount rate assumption |
9 % | 7 % | 5 % | |||||||||
Decrease in fair value from: |
||||||||||||
100 basis point increase |
$ | 66 | $ | 640 | $ | 3,375 | ||||||
200 basis point increase |
115 | 1,247 | 6,339 | |||||||||
Credit loss assumption |
N/A | 0.50 % | 0.51 % | |||||||||
Decrease in fair value from: |
||||||||||||
10% higher losses |
N/A | $ | 11 | $ | 134 | |||||||
25% higher losses |
N/A | 30 | 313 |
Analysis of Third-Party VIEs
Third-party VIEs are securitization entities in which we maintain an economic interest but do not sponsor. Our economic interest may include several securities from the same third-party VIE, and in those cases, the analysis is performed in consideration of all of our interests. The following table presents a summary of our interest in third-party VIEs at March 31, 2012, grouped by collateral type and ownership interest.
Third-Party VIE Summary
March 31, 2012 (Dollars in Thousands) |
Fair Value | Number of VIEs | ||||||
Real estate securities at Redwood |
||||||||
Residential |
||||||||
Senior |
$ | 379,446 | 48 | |||||
Re-REMIC |
154,661 | 16 | ||||||
Subordinate |
74,700 | 153 | ||||||
Commercial |
5,838 | 8 | ||||||
CDO |
64 | 6 | ||||||
|
|
|
|
|||||
Total Third-Party Real Estate Securities |
$ | 614,709 | 231 | |||||
|
|
|
|
We determined that we are not the primary beneficiary of any third-party residential, commercial, or CDO entities, as we do not have the required power to direct the activities that most significantly impact the economic performance of these entities. Specifically, we do not service or manage these entities or otherwise hold decision making powers that are significant. As a result of this assessment, we do not consolidate any of the underlying assets and liabilities of these third-party VIEs we only account for our specific interests in each.
21
REDWOOD TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2012
(Unaudited)
Note 4. Principles of Consolidation (continued)
Our assessments of whether we are required to consolidate a VIE may change in subsequent reporting periods based upon changing facts and circumstances pertaining to each VIE. Any related accounting changes could result in a material impact to our financial statements.
Note 5. Fair Value of Financial Instruments
For financial reporting purposes, we follow a fair value hierarchy established under GAAP that is used to determine the fair value of financial instruments. This hierarchy prioritizes relevant market inputs in order to determine an exit price, or the price at which an asset could be sold or a liability could be transferred in an orderly process that is not a forced liquidation or distressed sale at the date of measurement. Level 1 inputs are observable inputs that reflect quoted prices for identical assets or liabilities in active markets. Level 2 inputs are observable inputs other than quoted prices for an asset or liability that are obtained through corroboration with observable market data. Level 3 inputs are unobservable inputs (e.g., our own data or assumptions) that are used when there is little, if any, relevant market activity for the asset or liability required to be measured at fair value.
In certain cases, inputs used to measure fair value fall into different levels of the fair value hierarchy. In such cases, the level at which the fair value measurement falls is determined based on the lowest level input that is significant to the fair value measurement. Our assessment of the significance of a particular input requires judgment and considers factors specific to the asset or liability being measured.
The following table presents the carrying values and estimated fair values of assets and liabilities that are required to be recorded or disclosed at fair value at March 31, 2012 and December 31, 2011.
March 31, 2012 | December 31, 2011 | |||||||||||||||
(In Thousands) |
Carrying Value |
Fair Value |
Carrying Value |
Fair Value |
||||||||||||
Assets |
||||||||||||||||
Residential loans, held-for-sale |
$ | 303,106 | $ | 306,237 | $ | 395,237 | $ | 401,909 | ||||||||
Residential loans, held-for-investment |
3,347,952 | 2,940,631 | 3,799,648 | 3,306,441 | ||||||||||||
Commercial loans, at fair value |
12,103 | 12,103 | 12,129 | 12,129 | ||||||||||||
Commercial loans, held-for-investment |
178,415 | 179,678 | 157,726 | 158,780 | ||||||||||||
Trading securities |
295,615 | 295,615 | 253,142 | 253,142 | ||||||||||||
Available-for-sale securities |
966,541 | 966,541 | 728,695 | 728,695 | ||||||||||||
Cash and cash equivalents |
149,558 | 149,558 | 267,176 | 267,176 | ||||||||||||
Restricted cash |
15,795 | 15,795 | 14,987 | 14,987 | ||||||||||||
Accrued interest receivable |
16,213 | 16,213 | 15,840 | 15,840 | ||||||||||||
Derivative assets |
3,185 | 3,185 | 2,373 | 2,373 | ||||||||||||
Mortgage servicing rights (1) |
1,562 | 1,562 | - | - | ||||||||||||
REO (1) |
5,498 | 5,498 | 5,669 | 5,669 | ||||||||||||
Margin receivable (1) |
52,072 | 52,072 | 71,976 | 71,976 | ||||||||||||
Liabilities |
||||||||||||||||
Short-term debt |
440,965 | 440,965 | 428,056 | 428,056 | ||||||||||||
Accrued interest payable |
7,774 | 7,774 | 8,134 | 8,134 | ||||||||||||
Derivative liabilities |
103,826 | 103,826 | 127,564 | 127,564 | ||||||||||||
ABS issued |
3,703,782 | 3,205,735 | 4,139,355 | 3,467,054 | ||||||||||||
Long-term debt |
139,500 | 66,960 | 139,500 | 57,195 |
(1) | These assets are included in Other Assets on our consolidated balance sheets. |
We elected the fair value option for $22 million of residential senior securities that we acquired in the first quarter of 2012. We also elected the fair value option for $27 thousand of ABS issued by a Sequoia entity and acquired
22
REDWOOD TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2012
(Unaudited)
Note 5. Fair Value of Financial Instruments (continued)
by Acacia that had been previously eliminated in consolidation for financial reporting purposes. We have historically elected the fair value option for all commercial loans, trading securities, and ABS issued at Acacia entities, as well as certain residential securities and CDOs at Redwood.
The following table presents the assets and liabilities recorded that are reported at fair value on our consolidated balance sheets on a recurring basis as well as the fair value hierarchy of the valuation inputs used to measure fair value.
Assets and Liabilities Measured at Fair Value on a Recurring Basis at March 31, 2012
March 31, 2012 | Carrying | Fair Value Measurements Using | ||||||||||||||
(In Thousands) |
Value | Level 1 | Level 2 | Level 3 | ||||||||||||
Assets |
||||||||||||||||
Commercial loans, at fair value |
$ | 12,103 | $ | - | $ | - | $ | 12,103 | ||||||||
Trading securities |
295,615 | - | - | 295,615 | ||||||||||||
Available-for-sale securities |
966,541 | - | - | 966,541 | ||||||||||||
Derivative assets |
3,185 | 963 | 2,222 | - | ||||||||||||
Mortgage servicing rights |
1,562 | - | - | 1,562 | ||||||||||||
Liabilities |
||||||||||||||||
Derivative liabilities |
103,826 | 436 | 83,790 | 19,600 | ||||||||||||
ABS issued - Acacia |
236,925 | - | - | 236,925 |
The following table presents additional information about Level 3 assets and liabilities measured at fair value on a recurring basis for the three months ended March 31, 2012.
Changes in Level 3 Assets and Liabilities Measured at Fair Value on a Recurring Basis
Assets | Liabilities | |||||||||||||||||||||||
(In Thousands) |
Commercial Loans |
Trading Securities |
AFS Securities |
MSRs | Derivative Liabilities |
ABS Issued - Acacia |
||||||||||||||||||
Beginning balance - December 31, 2011 |
$ | 12,129 | $ | 253,142 | $ | 728,695 | $ | - | $ | 19,500 | $ | 209,381 | ||||||||||||
Transfer to Level 3 |
- | - | - | - | - | - | ||||||||||||||||||
Principal paydowns |
(37) | (12,199) | (28,004) | - | - | (9,863) | ||||||||||||||||||
Gains (losses) in net income, net |
11 | 34,165 | 14,222 | (17) | 895 | 32,053 | ||||||||||||||||||
Unrealized gains in OCI, net |
- | - | 40,777 | - | - | - | ||||||||||||||||||
Acquisitions |
- | 21,176 | 262,860 | 1,579 | - | - | ||||||||||||||||||
Sales |
- | (859) | (52,038) | - | - | - | ||||||||||||||||||
Other settlements, net |
- | 190 | 29 | - | (795) | 5,354 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Ending Balance - March 31, 2012 |
$ | 12,103 | $ | 295,615 | $ | 966,541 | $ | 1,562 | $ | 19,600 | $ | 236,925 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
23
REDWOOD TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2012
(Unaudited)
Note 5. Fair Value of Financial Instruments (continued)
The following table presents the portion of gains or losses included in our consolidated statements of income that were attributable to Level 3 assets and liabilities recorded at fair value on a recurring basis and held at both March 31, 2012 and 2011. Gains or losses incurred on assets or liabilities sold, matured, called, or fully written down during the three months ended March 31, 2012 and 2011 are not included in this presentation.
Portion of Net Gains (Losses) Attributable to Level 3 Assets and Liabilities Still Held at March 31, 2012 and 2011 Included in Net Income
Included in Net Income Three Months Ended March 31, |
||||||||
(In Thousands) |
2012 | 2011 | ||||||
Assets |
||||||||
Commercial loans, at fair value |
$ | 11 | $ | 219 | ||||
Trading securities |
34,248 | 10,366 | ||||||
Available-for-sale securities |
(332) | (2,622) | ||||||
Derivative assets |
- | - | ||||||
Mortgage servicing rights |
(6) | - | ||||||
Liabilities |
||||||||
Derivative liabilities |
(895) | - | ||||||
ABS issued - Acacia |
(32,053) | (24,137) |
The following table presents information on assets and liabilities recorded at fair value on a non-recurring basis at March 31, 2012.
Assets and Liabilities Measured at Fair Value on a Non-Recurring Basis at March 31, 2012
Gain (Loss) | ||||||||||||||||||||
March 31, 2012 | Carrying | Fair Value Measurements Using | Three Months Ended | |||||||||||||||||
(In Thousands) |
Value | Level 1 | Level 2 | Level 3 | March 31, 2012 | |||||||||||||||
Assets |
||||||||||||||||||||
Residential loans, held-for-sale |
$ | 2,228 | $ | - | $ | - | $ | 2,228 | $ | 93 | ||||||||||
REO |
5,498 | - | - | 5,498 | 18 |
24
REDWOOD TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2012
(Unaudited)
Note 5. Fair Value of Financial Instruments (continued)
The following table presents the components of market valuation adjustments, net, recorded in our consolidated statements of income for the three months ended March 31, 2012 and 2011.
Market Valuation Adjustments, Net
Three Months Ended March 31, | ||||||||
(In Thousands) |
2012 | 2011 | ||||||
Other market valuation adjustments |
||||||||
Residential loans, held-for-sale |
$ | 93 | $ | 3 | ||||
Commercial loans, at fair value |
11 | 219 | ||||||
Trading securities |
34,165 | 19,916 | ||||||
Impairments on AFS securities |
(332) | (2,622) | ||||||
REO |
18 | (918) | ||||||
Other derivative instruments, net |
(2,529) | 1,799 | ||||||
ABS issued - Acacia |
(32,053) | (24,137) | ||||||
|
|
|
|
|||||
Other market valuation adjustments, net |
(628) | (5,740) | ||||||
|
|
|
|
|||||
Mortgage banking activities market valuation adjustments |
||||||||
Mortgage servicing rights |
(17) | - | ||||||
Mortgage banking activities derivative instruments, net |
(3,056) | - | ||||||
|
|
|
|
|||||
Mortgage banking activities market valuation adjustments, net |
(3,073) | - | ||||||
|
|
|
|
|||||
Total Market Valuation Adjustments, Net |
$ | (3,701) | $ | (5,740) | ||||
|
|
|
|
A description of the instruments measured at fair value as well as the general classification of such instruments pursuant to the Level 1, Level 2, and Level 3 valuation hierarchy is listed below. With respect to our use of unobservable (Level 3) inputs to determine the fair value of financial instruments on our consolidated balance sheets, a significant increase or decrease in any of these inputs such as anticipated credit losses, prepayment speeds, interest rates, or other valuation assumptions in isolation, would likely result in a significantly lower or higher fair value measurement.
| Residential loans |
| Residential loan fair values are determined based on either an exit price to securitization or the whole loan market. For loans priced based on exit to securitization, significant inputs in the valuation analysis are predominantly Level 3 in nature, due to the limited availability of market quotes on new issuance residential mortgage-backed securities (RMBS) and related inputs. Relevant market indicators that are factored into the analyses include third-party RMBS sales, pricing points for secondary sales of our past issued RMBS, Agency issued RMBS yields, indexed swap yields, Rating Agency guidance on expected credit enhancement levels for new issue RMBS transactions, interest rates, and prepayment speeds (Level 3). For loans priced based on exit to the whole loan market, significant inputs in the valuation analysis are predominantly Level 3 in nature. Relevant market indicators that are factored into the analyses include prices on recent sales of our own whole loans, indexed swap yields, interest rates, and prepayment speeds (Level 3). |
| Commercial loans |
| Commercial loan fair values are determined by available market quotes and discounted cash flow analyses (Level 3). The availability of market quotes for all of our commercial loans is limited. Any changes in fair value are primarily a result of instrument specific credit risk. |
| Real estate securities |
| Real estate securities are residential, commercial, CDO, and other asset-backed securities that are illiquid in nature and trade infrequently. Fair values are determined by discounted cash flow analyses and other valuation techniques using market pricing assumptions that are confirmed by third-party dealer/pricing indications, to the extent available. Significant inputs in the valuation analysis are predominantly Level 3 in nature, due to the lack of readily available market quotes and related inputs. Relevant market indicators that are factored into the analyses include bid/ask spreads, |
25
REDWOOD TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2012
(Unaudited)
Note 5. Fair Value of Financial Instruments (continued)
credit losses, interest rates, and prepayment speeds. Estimated fair values are based on applying the market indicators to generate discounted cash flows (Level 3). |
| We request and consider indications of value (marks) from third-party dealers to assist us in our valuation process. For March 31, 2012, we received dealer marks on 74% of our securities. In the aggregate, our internal valuations of the securities on which we received dealer marks were 5% lower (i.e., more conservative) than the aggregate dealer marks. |
| Derivative assets and liabilities |
| Our derivative instruments include interest rate agreements, TBAs, and financial futures. Fair values of derivative instruments are determined using quoted prices from active markets when available or valuation models and are verified by valuations provided by dealers active in derivative markets. TBA and financial futures fair values are generally obtained using quoted prices from active markets (Level 1). Valuation models require a variety of inputs, including contractual terms, market prices, yield curves, credit curves, measures of volatility, prepayment rates, and correlations of such inputs. Model inputs for interest rate agreements can generally be verified and model selection does not involve significant management judgment (Level 2). For other derivatives, valuations are based on various factors such as liquidity, bid/offer spreads, and credit considerations for which we rely on available market evidence. In the absence of such evidence, managements best estimate is used (Level 3). |
| Cash and cash equivalents |
| Cash and cash equivalents include cash on hand and highly liquid investments with original maturities of three months or less. Fair values equal carrying values. |
| Restricted cash |
| Restricted cash primarily includes interest-earning cash balances in ABS entities for the purpose of distribution to bondholders or limited partners, and reinvestment. Due to the short-term nature of the restrictions, fair values approximate carrying values. |
| Accrued interest receivable and payable |
| Accrued interest receivable and payable includes interest due on our assets and payable on our liabilities. Due to the short-term nature of when these interest payments will be received or paid, fair values approximate carrying values. |
| Short-term debt |
| Short-term debt includes our credit facilities that mature within one year. Short-term debt is generally at an adjustable rate. Fair values approximate carrying values. |
| ABS issued |
| ABS issued includes asset-backed securities issued through our Sequoia, Acacia, and resecuritization programs. These instruments are illiquid in nature and trade infrequently, if at all. Fair values are determined by discounted cash flow analyses and other valuation techniques using market pricing assumptions that are confirmed by third-party dealer/pricing indications, to the extent available. Significant inputs in the valuation analysis are predominantly Level 3, due to the nature of these instruments and the lack of readily available market quotes. Relevant market indicators factored into the analyses include dealer price indications to the extent available, bid/ask spreads, external spreads, collateral credit losses, interest rates and collateral prepayment speeds. Estimated fair values are based on applying the market indicators to generate discounted cash flows (Level 3). |
| We request and consider indications of value (marks) from third-party dealers to assist us in our |
26
REDWOOD TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2012
(Unaudited)
Note 5. Fair Value of Financial Instruments (continued)
valuation process. For March 31, 2012, we received dealer marks on 95% of our ABS issued. Our internal valuations of our ABS issued on which we received dealer marks were 4% higher (i.e., more conservative) than the aggregate dealer marks. |
| Long-term debt |
| Long-term debt includes our subordinated notes and trust preferred securities. Fair values are determined using comparable market indicators of current pricing. Significant inputs in the valuation analysis are predominantly Level 3 due to the nature of these instruments and the lack of readily available market quotes. Estimated fair values are based on applying the market indicators to generate discounted cash flows (Level 3). |
| MSRs |
| MSRs include the rights to service mortgage loans for others. Significant inputs in the valuation analysis are predominantly Level 3, due to the nature of these instruments and the lack of readily available market quotes. These inputs include market discount rates, prepayment speeds and default rates of serviced loans, and the market cost of servicing. Changes in the fair value of MSRs occur primarily due to the collection/realization of expected cash flows, as well as changes in valuation inputs and assumptions. Estimated fair values are based on applying the inputs to generate the net present value of estimated servicing income, which is what we believe market participants would use to estimate fair value (Level 3). |
| REO |
| REO includes properties owned in satisfaction of foreclosed loans. Fair values are determined using available market quotes, appraisals, broker price opinions, comparable properties, or other indications of value (Level 3). |
| Margin receivable |
| Margin receivable reflects cash collateral Redwood has posted with our various derivative and lending counterparties as required to satisfy the minimum margin requirements. Fair values approximate carrying values. |
Note 6. Residential Loans
We acquire residential loans from third-party originators. During the three months ended March 31, 2012, we purchased $658 million (principal value) of residential loans primarily in connection with our Sequoia securitization program. The following table summarizes the classifications and carrying value of the residential loans owned at Redwood and at consolidated Sequoia entities at March 31, 2012 and December 31, 2011.
March 31, 2012 | ||||||||||||
(In Thousands) |
Redwood | Sequoia | Total | |||||||||
Held-for-sale |
$ | 303,106 | $ | - | $ | 303,106 | ||||||
Held-for-investment |
- | 3,347,952 | 3,347,952 | |||||||||
|
|
|
|
|
|
|||||||
Total Residential Loans |
$ | 303,106 | $ | 3,347,952 | $ | 3,651,058 | ||||||
|
|
|
|
|
|
December 31, 2011 | ||||||||||||
(In Thousands) |
Redwood | Sequoia | Total | |||||||||
Held-for-sale |
$ | 395,237 | $ | - | $ | 395,237 | ||||||
Held-for-investment |
- | 3,799,648 | 3,799,648 | |||||||||
|
|
|
|
|
|
|||||||
Total Residential Loans |
$ | 395,237 | $ | 3,799,648 | $ | 4,194,885 | ||||||
|
|
|
|
|
|
27
REDWOOD TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2012
(Unaudited)
Note 6. Residential Loans (continued)
We do not currently service any residential loans, although at March, 31, 2012, we did maintain MSRs that provided us with the rights to service $98 million (principal value) of consolidated loans purchased from third-party originators.
Residential Loans Held-for-Sale
At March 31, 2012, there were 318 residential loans held-for-sale with $303 million in outstanding principal value and a lower of cost or fair value of $303 million. During the three months ended March 31, 2012 and 2011, we recorded valuation adjustments for residential loans held-for-sale of $93 thousand and $3 thousand, respectively. On December 31, 2011, we reclassified $393 million (recorded investment) of loans previously classified as held-for-investment to held-for-sale. We did not record a valuation adjustment related to this reclassification. At December 31, 2011, loans held-for-sale had an outstanding principal value of $395 million and a lower of cost or fair value of $395 million.
Residential Loans Held-for-Investment
The following table details the carrying value for residential loans held-for-investment at March 31, 2012 and December 31, 2011. These loans are owned at Sequoia securitization entities that we consolidate for financial reporting purposes.
(In Thousands) |
March 31, 2012 | December 31, 2011 | ||||||
Principal balance |
$ | 3,372,830 | $ | 3,829,847 | ||||
Unamortized premium, net |
34,277 | 36,682 | ||||||
|
|
|
|
|||||
Recorded investment |
3,407,107 | 3,866,529 | ||||||
Allowance for loan losses |
(59,155) | (66,881) | ||||||
|
|
|
|
|||||
Carrying Value |
$ | 3,347,952 | $ | 3,799,648 | ||||
|
|
|
|
Of the $3.3 billion of principal value and $34 million of unamortized premium on loans held-for-investment at March 31, 2012, $1.2 billion of principal value and $21 million of unamortized premium relate to residential loans acquired prior to July 1, 2004. During the first three months of 2012, 2% of these residential loans prepaid and we amortized 3% of the premium based upon the accounting elections we apply. For residential loans acquired after July 1, 2004, the principal value was $2.2 billion and the unamortized premium was $13 million. During the first three months of 2012, 5% of these loans prepaid and we amortized 3% of the premium. During the three months ended March 31, 2012, we derecognized $308 million of loan principal value and $1 million of unamortized premium related to the deconsolidation of five Sequoia securitization entities.
Of the $3.8 billion of principal value and $37 million of unamortized premium on loans held-for-investment at December 31, 2011, $1.5 billion of principal value and $23 million of unamortized premium relate to residential loans acquired prior to July 1, 2004. For residential loans acquired after July 1, 2004, the principal value was $2.3 billion and the unamortized premium was $14 million.
Credit Characteristics of Residential Loans Held-for-Investment
As a percentage of total recorded investment, 99% of residential loans held-for-investment at March 31, 2012 were first lien, predominately prime-quality loans at the time of origination. The remaining 1% of loans were second lien, home equity lines of credit. The weighted average original loan-to-value (LTV) ratio for our residential loans held-for-investment outstanding at March 31, 2012 was 66%. The weighted average FICO score for the borrowers of these loans was 738 at the time the loans were originated.
28
REDWOOD TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2012
(Unaudited)
Note 6. Residential Loans (continued)
We consider the year of origination of our residential loans held-for-investment to be a general indicator of credit performance as loans originated in specific years often had similar product and credit characteristics. The following table displays the recorded investment and year of origination for residential loans held-for-investment at March 31, 2012 and December 31, 2011.
(In Thousands) |
March 31, 2012 | December 31, 2011 | ||||||
2003 & Earlier |
$ | 1,416,662 | $ | 1,771,111 | ||||
2004 |
1,029,269 | 1,045,815 | ||||||
2005 |
128,375 | 129,163 | ||||||
2006 |
179,712 | 181,017 | ||||||
2007 |
62,151 | 63,301 | ||||||
2008 |
- | - | ||||||
2009 |
108,819 | 144,116 | ||||||
2010 |
308,864 | 343,278 | ||||||
2011 |
173,255 | 188,728 | ||||||
|
|
|
|
|||||
Total Recorded Investment |
$ | 3,407,107 | $ | 3,866,529 | ||||
|
|
|
|
Allowance for Loan Losses on Residential Loans
For residential loans held-for-investment, we establish and maintain an allowance for loan losses. The allowance includes a component for loans collectively evaluated for impairment that includes pools of residential loans owned at Sequoia securitization entities, and a component for loans individually evaluated for impairment that includes modified residential loans at Sequoia entities that have been determined to be troubled debt restructurings.
Activity in the Allowance for Loan Losses on Residential Loans
The following table summarizes the activity in the allowance for loan losses for the three months ended March 31, 2012 and 2011.
Three Months Ended March 31, | ||||||||
(In Thousands) |
2012 | 2011 | ||||||
Balance at beginning of period |
$ | 66,881 | $ | 62,432 | ||||
Charge-offs, net |
(3,148) | (2,317) | ||||||
Provision for loan losses |
- | 2,807 | ||||||
Deconsolidation adjustment |
(4,578) | - | ||||||
|
|
|
|
|||||
Balance at End of Period |
$ | 59,155 | $ | 62,922 | ||||
|
|
|
|
During the three months ended March 31, 2012 and 2011, there were $3 million and $2 million of charge-offs, respectively, of residential loans that reduced our allowance for loan losses. These charge-offs arose from $10 million and $8 million of defaulted loan principal, respectively.
Residential Loans Collectively Evaluated for Impairment
We collectively evaluate most of our residential loans for impairment. The following table summarizes the balances for loans collectively evaluated for impairment at March 31, 2012 and December 31, 2011.
(In Thousands) |
March 31, 2012 | December 31, 2011 | ||||||
Principal balance |
$ | 3,357,195 | $ | 3,815,010 | ||||
Recorded investment |
3,392,281 | 3,852,455 | ||||||
Related allowance |
56,195 | 64,069 |
29
REDWOOD TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2012
(Unaudited)
Note 6. Residential Loans (continued)
The following table summarizes the recorded investment and past due status of residential loans collectively evaluated for impairment at March 31, 2012 and December 31, 2011.
(In Thousands) |
30-59 Days Past Due |
60-89 Days Past Due |
90+ Days Past Due |
Current | Total Loans |
|||||||||||||||
March 31, 2012 |
$ | 52,988 | $ | 9,969 | $ | 121,878 | $ | 3,207,446 | $ | 3,392,281 | ||||||||||
December 31, 2011 |
58,954 | 20,938 | 135,671 | 3,636,892 | 3,852,455 |
We establish the allowance for residential loan losses based primarily on the characteristics of the loan pools underlying the securitization entities that own the loans, including loan product types, credit characteristics, and origination years. The collective analysis is further divided into two segments. The first segment reflects our estimate of losses on delinquent loans within each loan pool. These loss estimates are determined by applying the loss factors described in Note 3 to the delinquent loans, including our expectations of the timing of defaults and the loss severities we expect once defaults occur. The second segment relates to our estimate of losses incurred on nondelinquent loans within each loan pool. This estimate is based on losses we expect to realize over a 23-month loss confirmation period, which is based on our historical loss experience as well as consideration of the loss factors described in Note 3.
Residential Loans Individually Evaluated for Impairment
If we determine that a loan meets the criteria of a TDR, we remove it from the general loan pools used for determining the allowance for residential loan losses and assess it for impairment on an individual basis. This assessment is based primarily on whether an adverse change in the expected future cash flows resulted from the restructuring. The average recorded investment of loans individually evaluated for impairment for the three months ended March 31, 2012 and 2011, was $15 million and $13 million, respectively. For the three months ended March 31, 2012, we recorded $110 thousand interest income on individually impaired loans. For the three months ended March 31, 2011, we recorded $41 thousand interest income on individually impaired loans.
The following table summarizes the balances for loans individually evaluated for impairment, all of which had an allowance, at March 31, 2012 and December 31, 2011.
(In Thousands) |
March 31, 2012 | December 31, 2011 | ||||||
Principal balance |
$ | 15,635 | $ | 14,837 | ||||
Recorded investment |
14,826 | 14,074 | ||||||
Related allowance |
2,960 | 2,812 |
The following table summarizes the recorded investment and past due status of residential loans individually evaluated for impairment at March 31, 2012 and December 31, 2011.
30-59 Days Past Due |
60-89 Days Past Due |
90+ Days Past Due |
Current | Total
Loans |
||||||||||||||||
(In Thousands) |
||||||||||||||||||||
March 31, 2012 |
$ | 1,873 | $ | 1,008 | $ | 2,011 | $ | 9,934 | $ | 14,826 | ||||||||||
December 31, 2011 |
768 | 2,222 | 2,026 | 9,058 | 14,074 |
Troubled Debt Restructurings
As part of the loss mitigation efforts undertaken by servicers of residential loans owned at Sequoia securitization entities, an increasing number of loan modifications have been completed to help make mortgage loans more affordable for qualifying borrowers and potentially reduce a future impairment. For the three months ended March 31, 2012 and 2011, all of the loan modifications determined to be TDRs were either: (i) conversions of a floating rate mortgage loan into a fixed rate mortgage loan; or, (ii) reductions in the contractual interest rates of a mortgage loan paired with capitalization of accrued interest.
30
REDWOOD TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2012
(Unaudited)
Note 6. Residential Loans (continued)
The following table presents the details of the loan modifications determined to be TDRs for the three months ended March 31, 2012 and 2011.
Three Months Ended March 31, | ||||||||
(Dollars in Thousands) |
2012 | 2011 | ||||||
Troubled Debt Restructurings |
||||||||
Number of modifications |
4 | 1 | ||||||
Pre-modification outstanding recorded investment |
$ | 1,713 | $ | 488 | ||||
Post-modification outstanding recorded investment |
1,799 | 508 | ||||||
Loan modification effect on Net Interest Income After Provision and Other MVA |
(479) | (131) | ||||||
Troubled Debt Restructurings that Subsequently Defaulted |
||||||||
Number of modifications |
1 | - | ||||||
Recorded investment |
$ | 606 | $ | - |
Note 7. Commercial Loans
We invest in commercial loans that we originate and service as well as loans that we acquire from third-party originators. Some of these loans are financed through the Acacia entities that we sponsor. The following table summarizes the classifications and carrying value of commercial loans at March 31, 2012 and December 31, 2011.
March 31, 2012 | ||||||||||||
(In Thousands) |
Redwood | Acacia | Total Loans | |||||||||
Fair value |
$ | - | $ | 12,103 | $ | 12,103 | ||||||
Held-for-investment |
178,415 | - | 178,415 | |||||||||
|
|
|
|
|
|
|||||||
Total Commercial Loans |
$ | 178,415 | $ | 12,103 | $ | 190,518 | ||||||
|
|
|
|
|
|
December 31, 2011 | ||||||||||||
(In Thousands) |
Redwood | Acacia | Total Loans | |||||||||
Fair value |
$ | - | $ | 12,129 | $ | 12,129 | ||||||
Held-for-investment |
157,726 | - | 157,726 | |||||||||
|
|
|
|
|
|
|||||||
Total Commercial Loans |
$ | 157,726 | $ | 12,129 | $ | 169,855 | ||||||
|
|
|
|
|
|
Commercial Loans at Fair Value
Commercial loans at fair value are owned at the consolidated Acacia securitization entities. At March 31, 2012, there were three commercial loans at fair value with an aggregate outstanding principal value of $14 million and an aggregate fair value of $12 million. At December 31, 2011, there were three commercial loans at fair value with an aggregate outstanding principal value of $14 million and an aggregate fair value of $12 million.
31
REDWOOD TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2012
(Unaudited)
Note 7. Commercial Loans (continued)
Commercial Loans Held-for-Investment
Commercial loans held-for-investment includes loans we originate and preferred equity investments we make or, in either case, acquire from third-parties. The loans are typically mezzanine loans that are secured by a borrowers ownership interest in a single purpose entity that owns commercial property, rather than a lien on the commercial property. The preferred equity investments are typically preferred equity interests in a single purpose entity that owns commercial property and are included within, and referred to herein, as commercial loans held-for-investment due to the fact that their risks and payment characteristics are nearly equivalent to commercial mezzanine loans.
The following table provides additional information for our commercial loans held-for-investment at March 31, 2012 and December 31, 2011.
(In Thousands) |
March 31, 2012 | December 31, 2011 | ||||||
Principal balance |
$ | 182,803 | $ | 158,847 | ||||
Unamortized discount, net |
(3,506) | (513) | ||||||
|
|
|
|
|||||
Recorded investment |
179,297 | 158,334 | ||||||
Allowance for loan losses |
(882) | (608) | ||||||
|
|
|
|
|||||
Carrying Value |
$ | 178,415 | $ | 157,726 | ||||
|
|
|
|
At March 31, 2012, there were 19 commercial loans held-for-investment with an outstanding principal value of $183 million and a carrying value of $178 million. Of the $179 million of recorded investment in commercial loans held-for-investment at March 31, 2012, 15% was originated in 2012, 68% was originated in 2011, 17% was originated in 2010, and less than 1% was acquired in 2004. At December 31, 2011, there were 15 commercial loans held-for-investment with an outstanding principal value of $159 million and a carrying value of $158 million. Of the $158 million of recorded investment in commercial loans held-for-investment at December 31, 2011, 81% was originated in 2011, 19% was originated in 2010, and less than 1% was acquired in 2004.
Allowance for Loan Losses on Commercial Loans
For commercial loans classified as held-for-investment, we establish and maintain an allowance for loan losses. The allowance includes a component for loans collectively evaluated for impairment and a component for loans individually evaluated for impairment.
Activity in the Allowance for Loan Losses on Commercial Loans
The following table summarizes the activity in the allowance for commercial loan losses for the three months ended March 31, 2012 and 2011.
Three Months Ended March 31, | ||||||||
(In Thousands) |
2012 | 2011 | ||||||
Balance at beginning of period |
$ | 608 | $ | - | ||||
Charge-offs, net |
- | - | ||||||
Provision for loan losses |
274 | - | ||||||
|
|
|
|
|||||
Balance at End of Period |
$ | 882 | $ | - | ||||
|
|
|
|
Commercial Loans Collectively Evaluated for Impairment
We recorded an allowance for loan losses based on our estimate of credit losses inherent in our portfolio at the reporting date. Our estimate of credit losses is informed by loss rates and delinquency trends. At March 31, 2012 and December 31, 2011, all of the commercial loans collectively evaluated for impairment were current and were
32
REDWOOD TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2012
(Unaudited)
Note 7. Commercial Loans (continued)
assigned an impairment status of Pass. The following table summarizes the balances for loans collectively evaluated for impairment at March 31, 2012 and December 31, 2011.
(In Thousands) |
March 31, 2012 | December 31, 2011 | ||||||
Principal balance |
$ | 182,803 | $ | 158,847 | ||||
Recorded investment |
179,297 | 158,334 | ||||||
Related allowance |
882 | 608 |
Commercial Loans Individually Evaluated for Impairment
We did not have any loans individually evaluated for impairment for either of the three months ended March 31, 2012 and 2011.
Note 8. Real Estate Securities
We invest in third-party residential, commercial, and CDO securities. The following table presents the fair values of our real estate securities by collateral type and entity at March 31, 2012 and December 31, 2011.
March 31, 2012 | Total | |||||||||||
(In Thousands) |
Redwood | Acacia | Securities | |||||||||
Residential |
$ | 1,002,681 | $ | 172,022 | $ | 1,174,703 | ||||||
Commercial |
5,838 | 63,611 | 69,449 | |||||||||
CDO |
64 | 17,940 | 18,004 | |||||||||
|
|
|
|
|
|
|||||||
Total Real Estate Securities |
$ | 1,008,583 | $ | 253,573 | $ | 1,262,156 | ||||||
|
|
|
|
|
|
December 31, 2011 | Total | |||||||||||
(In Thousands) |
Redwood | Acacia | Securities | |||||||||
Residential |
$ | 744,281 | $ | 175,062 | $ | 919,343 | ||||||
Commercial |
5,445 | 37,923 | 43,368 | |||||||||
CDO |
1,010 | 18,116 | 19,126 | |||||||||
|
|
|
|
|
|
|||||||
Total Real Estate Securities |
$ | 750,736 | $ | 231,101 | $ | 981,837 | ||||||
|
|
|
|
|
|
Senior securities are those interests in a securitization that have the first right to cash flows and are last in line to absorb losses. Re-REMIC securities, as presented herein, were created through the resecuritization of certain senior interests to provide additional credit support to those interests. These re-REMIC securities are therefore subordinate to the remaining senior interest, but senior to any subordinate tranches of the securitization from which they were created. Subordinate securities are all interests below senior and re-REMIC interests.
33
REDWOOD TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2012
(Unaudited)
Note 8. Real Estate Securities (continued)
Trading Securities
We elected the fair value option for certain securities at Redwood and the Acacia entities, and classify them as trading securities. The unpaid principal balance of these trading securities was $1.03 billion and $1.11 billion at March 31, 2012 and December 31, 2011, respectively. The following table presents trading securities by collateral type and ownership entity at March 31, 2012 and December 31, 2011.
March 31, 2012 | December 31, 2011 | |||||||||||||||||||||||
(In Thousands) |
Redwood | Acacia | Total | Redwood | Acacia | Total | ||||||||||||||||||
Senior Securities |
||||||||||||||||||||||||
Residential prime |
$ | 21,865 | $ | 3,290 | $ | 25,155 | $ | - | $ | 3,019 | $ | 3,019 | ||||||||||||
Residential non-prime |
19,675 | 87,135 | 106,810 | 20,608 | 88,280 | 108,888 | ||||||||||||||||||
Commercial |
- | 11,644 | 11,644 | - | 11,216 | 11,216 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total Senior Securities |
41,540 | 102,069 | 143,609 | 20,608 | 102,515 | 123,123 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Subordinate Securities |
||||||||||||||||||||||||
Residential prime |
401 | 32,340 | 32,741 | 343 | 31,718 | 32,061 | ||||||||||||||||||
Residential non-prime |
87 | 49,257 | 49,344 | 130 | 52,045 | 52,175 | ||||||||||||||||||
Commercial |
- | 51,967 | 51,967 | - | 26,707 | 26,707 | ||||||||||||||||||
CDO |
14 | 17,940 | 17,954 | 960 | 18,116 | 19,076 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total Subordinate Securities |
502 | 151,504 | 152,006 | 1,433 | 128,586 | 130,019 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total Trading Securities |
$ | 42,042 | $ | 253,573 | $ | 295,615 | $ | 22,041 | $ | 231,101 | $ | 253,142 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
AFS Securities
The following table presents our available-for-sale securities by collateral type at March 31, 2012 and December 31, 2011.
(In Thousands) |
March 31, 2012 | December 31, 2011 | ||||||
Senior Securities |
||||||||
Residential prime |
$ | 436,783 | $ | 278,240 | ||||
Residential non-prime |
255,279 | 255,724 | ||||||
Commercial |
- | - | ||||||
|
|
|
|
|||||
Total Senior Securities |
692,062 | 533,964 | ||||||
|
|
|
|
|||||
Re-REMIC Securities |
154,661 | 119,366 | ||||||
Subordinate Securities |
||||||||
Residential prime |
105,788 | 58,717 | ||||||
Residential non-prime |
8,142 | 11,153 | ||||||
Commercial |
5,838 | 5,445 | ||||||
CDO |
50 | 50 | ||||||
|
|
|
|
|||||
Total Subordinate Securities |
119,818 | 75,365 | ||||||
|
|
|
|
|||||
Total AFS Securities |
$ | 966,541 | $ | 728,695 | ||||
|
|
|
|
Of the senior securities shown above at March 31, 2012 and December 31, 2011, $181 million and $175 million, respectively, of prime securities and $152 million and $150 million, respectively, of non-prime securities were financed through a non-recourse resecuritization entity, as discussed in Note 4.
We often purchase AFS securities at a discount to their outstanding principal values. To the extent we purchase an AFS security that has a likelihood of incurring a loss, we generally do not amortize into income the portion of the purchase discount that we do not expect to collect due to the inherent credit risk of the security. We may also
34
REDWOOD TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2012
(Unaudited)
Note 8. Real Estate Securities (continued)
expense a portion of our investment in the security to the extent we believe that principal losses will exceed the purchase discount. We designate any amount of unpaid principal balance that we do not expect to receive and thus do not expect to earn or recover as a credit reserve on the security. Any remaining net unamortized discounts or premiums on the security are amortized into income over time using the interest method.
At March 31, 2012, there were $4 million of AFS residential securities that had contractual maturities greater than five years but less than ten years, and the remainder of our real estate securities had contractual maturities greater than ten years.
The following table presents the components of carrying value (which equals fair value) of AFS securities at March 31, 2012 and December 31, 2011.
Carrying Value of AFS Securities
March 31, 2012 | ||||||||||||||||
(In Thousands) |
Residential | Commercial | CDO | Total | ||||||||||||
Principal balance |
$ | 1,342,104 | $ | 43,226 | $ | 7,244 | $ | 1,392,574 | ||||||||
Credit reserve |
(235,618) | (33,668) | (7,244) | (276,530) | ||||||||||||
Net unamortized discount |
(238,533) | (5,651) | - | (244,184) | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Amortized cost |
867,953 | 3,907 | - | 871,860 | ||||||||||||
Gross unrealized gains |
107,687 | 2,182 | 50 | 109,919 | ||||||||||||
Gross unrealized losses |
(14,987) | (251) | - | (15,238) | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Carrying Value |
$ | 960,653 | $ | 5,838 | $ | 50 | $ | 966,541 | ||||||||
|
|
|
|
|
|
|
|
December 31, 2011 | ||||||||||||||||
(In Thousands) |
Residential | Commercial | CDO | Total | ||||||||||||
Principal balance |
$ | 1,148,952 | $ | 50,499 | $ | 10,717 | $ | 1,210,168 | ||||||||
Credit reserve |
(242,261) | (43,012) | (10,717) | (295,990) | ||||||||||||
Net unamortized discount |
(235,833) | (3,554) | - | (239,387) | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Amortized cost |
670,858 | 3,933 | - | 674,791 | ||||||||||||
Gross unrealized gains |
85,360 | 1,702 | 50 | 87,112 | ||||||||||||
Gross unrealized losses |
(33,018) | (190) | - | (33,208) | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Carrying Value |
$ | 723,200 | $ | 5,445 | $ | 50 | $ | 728,695 | ||||||||
|
|
|
|
|
|
|
|
The following table presents the changes for the three months ended March 31, 2012, of the unamortized discount and designated credit reserves on AFS securities.
Changes in Unamortized Discount and Designated Credit Reserves on AFS Securities
Three Months Ended March 31, 2012 | Residential | Commercial | CDO | |||||||||||||||||||||
(In Thousands) |
Credit Reserve |
Unamortized Discount, Net |
Credit Reserve |
Unamortized Discount, Net |
Credit Reserve |
Unamortized Premium, Net |
||||||||||||||||||
Beginning balance - December 31, 2011 |
$ | 242,261 | $ | 235,833 | $ | 43,012 | $ | 3,554 | $ | 10,717 | $ | - | ||||||||||||
Amortization of net discount |
- | (8,200) | - | (85) | - | 27 | ||||||||||||||||||
Realized credit losses |
(14,122) | - | (7,273) | - | (3,500) | - | ||||||||||||||||||
Acquisitions |
6,682 | 35,606 | - | - | - | - | ||||||||||||||||||
Sales, calls, other |
(5,558) | (18,572) | - | - | - | - | ||||||||||||||||||
Impairments |
221 | - | 111 | - | - | - | ||||||||||||||||||
Transfers to (release of) credit reserves |
6,134 | (6,134) | (2,182) | 2,182 | 27 | (27) | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Ending Balance - March 31, 2012 |
$ | 235,618 | $ | 238,533 | $ | 33,668 | $ | 5,651 | $ | 7,244 | $ | - | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
35
REDWOOD TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2012
(Unaudited)
Note 8. Real Estate Securities (continued)
Credit Characteristics of AFS Securities
Of the $236 million of credit reserve on our residential securities at March 31, 2012, $47 million was related to residential senior securities, $64 million was related to residential re-REMIC securities, and $125 million was related to residential subordinate securities. The loans underlying our residential senior securities totaled $17 billion at March 31, 2012, and consisted of $11 billion prime and $6 billion non-prime credit quality at time of origination. Serious delinquencies at March 31, 2012, were 11.30% of outstanding principal balances. The loans underlying all of our residential re-REMIC securities totaled $8 billion at March 31, 2012, and were all prime credit quality at time of origination. Serious delinquencies at March 31, 2012 were 10.08% of outstanding principal balances. The loans underlying our residential subordinate securities totaled $21 billion at March 31, 2012, and consisted of $20 billion prime and $1 billion non-prime. Serious delinquencies at March 31, 2012, were 5.67% of outstanding principal balances.
The loans underlying our commercial subordinate securities totaled $8 billion at March 31, 2012, and consist primarily of office (30%), retail (37%), and multifamily (13%) loans. Serious delinquencies (60+ days, in foreclosure or REO) at March 31, 2012 were 5.8% of current principal balances.
AFS Securities with Unrealized Losses
The following table presents the components comprising the total carrying value of AFS securities that were in a gross unrealized loss position at March 31, 2012 and December 31, 2011.
March 31, 2012 | Less Than 12 Consecutive Months | 12 Consecutive Months or Longer | ||||||||||||||||||||||
(In Thousands) |
Amortized
Cost |
Unrealized
Losses |
Fair Value |
Amortized
Cost |
Unrealized
Losses |
Fair Value |
||||||||||||||||||
Residential |
$ | 246,518 | $ | (8,297) | $ | 238,221 | $ | 61,538 | $ | (6,690) | $ | 54,848 | ||||||||||||
Commercial |
887 | (94) | 793 | 1,095 | (157) | 938 | ||||||||||||||||||
CDO |
- | - | - | - | - | - | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total Securities |
$ | 247,405 | $ | (8,391) | $ | 239,014 | $ | 62,633 | $ | (6,847) | $ | 55,786 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2011 | Less Than 12 Consecutive Months | 12 Consecutive Months or Longer | ||||||||||||||||||||||
(In Thousands) |
Amortized
Cost |
Unrealized Losses |
Fair Value |
Amortized
Cost |
Unrealized
Losses |
Fair Value |
||||||||||||||||||
Residential |
$ | 242,595 | $ | (21,976) | $ | 220,619 | $ | 75,245 | $ | (11,042) | $ | 64,203 | ||||||||||||
Commercial |
151 | (38) | 113 | 1,090 | (152) | 938 | ||||||||||||||||||
CDO |
- | - | - | - | - | - | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total Securities |
$ | 242,746 | $ | (22,014) | $ | 220,732 | $ | 76,335 | $ | (11,194) | $ | 65,141 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
At March 31, 2012, after giving effect to purchases, sales, and extinguishments due to credit losses, our consolidated balance sheet included 402 AFS securities, of which 102 were in an unrealized loss position and 27 were in a continuous unrealized loss position for twelve consecutive months or longer. At December 31, 2011, our consolidated balance sheet included 425 AFS securities, of which 139 were in an unrealized loss position and 26 were in a continuous unrealized loss position for twelve consecutive months or longer.
36
REDWOOD TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2012
(Unaudited)
Note 8. Real Estate Securities (continued)
Evaluating AFS Securities for Other-than-Temporary Impairments
When the fair value of an AFS security is below its cost basis, we evaluate the security for OTTI. Part of this evaluation is based upon adverse changes in the assumptions used to value the security. The table below summarizes the significant valuation assumptions we used for our AFS securities at March 31, 2012.
Significant Valuation Assumptions
Range for Securities | ||||||||||||
March 31, 2012 |
Prime | Non-prime | Commercial | |||||||||
Prepayment rates |
4 - 15 % | 3 - 15 % | N/A | |||||||||
Loss severity |
17 - 56 % | 19 - 61 % | 33 - 50 % | |||||||||
Projected losses |
0 - 37 % | 6 - 41 % | 2 - 8 % |
The credit component of OTTI is recognized through our consolidated statements of income as a component of other market valuation adjustments, net, while the non-credit component of OTTI is recognized through accumulated other comprehensive income, a component of equity. Total credit OTTI for the three months ended March 31, 2012 and 2011 was less than $1 million and $3 million, respectively. Total non-credit OTTI for the three months ended March 31, 2012 and 2011 was less than $1 million and $1 million, respectively. The following table details the activity related to the credit component of OTTI (i.e., OTTI in either current earnings or retained earnings) for AFS securities that also had a non-credit component and were still held at March 31, 2012 and 2011.
Activity of Credit Component of Other-than-Temporary Impairments
Three Months Ended March 31, | ||||||||
(In Thousands) |
2012 | 2011 | ||||||
Balance at beginning of period |
$ | 78,126 | $ | 121,016 | ||||
Additions |
||||||||
Initial credit impairments |
106 | 14 | ||||||
Subsequent credit impairments |
- | 181 | ||||||
Reductions |
||||||||
Securities sold, or expected to sell |
- | (12,317) | ||||||
Securities with no outstanding principal at period end |
(4,534) | (7,946) | ||||||
|
|
|
|
|||||
Balance at End of Period |
$ | 73,698 | $ | 100,948 | ||||
|
|
|
|
The credit component is reduced if we sell, intend to sell, or believe we will be required to sell previously credit-impaired debt securities. Additionally, the credit loss component is reduced if we receive or expect to receive cash flows in excess of what we previously expected to receive over the remaining life of the credit-impaired debt security, the security matures, or the security experiences an event (such as full prepayment or principal losses) such that the outstanding principal is reduced to zero.
37
REDWOOD TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2012
(Unaudited)
Note 8. Real Estate Securities (continued)
Gross Realized Gains and Losses on AFS Securities
Gains and losses from the sale of AFS securities are recorded as realized gains, net, in our consolidated statements of income. The following table presents the gross realized gains on sales and calls of AFS securities for the three months ended March 31, 2012 and 2011.
Three Months Ended March 31, | ||||||||
(In Thousands) |
2012 | 2011 | ||||||
Gross realized gains - sales |
$ | 7,784 | $ | 7,313 | ||||
Gross realized gains - calls |
113 | 132 | ||||||
Gross realized losses - sales |
(1,600) | (3,358) | ||||||
Gross realized losses - calls |
- | (223) | ||||||
|
|
|
|
|||||
Total Realized Gains on Sales and Calls of AFS Securities, net |
$ | 6,297 | $ | 3,864 | ||||
|
|
|
|
Note 9. Derivative Financial Instruments
The following table presents the fair value and notional amount of derivative financial instruments held by Redwood and the consolidated Acacia entities at March 31, 2012 and December 31, 2011. The derivatives held at Acacia entities are not assets or legal obligations of Redwood.
March 31, 2012 | Redwood | Acacia | Total | |||||||||||||||||||||
(In Thousands) |
Fair Value |
Notional Amount |
Fair Value |
Notional Amount |
Fair Value |
Notional Amount |
||||||||||||||||||
Assets - Risk Management Derivatives |
||||||||||||||||||||||||
Interest rate swaps |
$ | - | $ | - | $ | 815 | $ | 5,589 | $ | 815 | $ | 5,589 | ||||||||||||
TBAs |
963 | 195,000 | - | - | 963 | 195,000 | ||||||||||||||||||
Swaptions |
293 | 50,000 | - | - | 293 | 50,000 | ||||||||||||||||||
Interest rate caps |
- | - | 1,114 | 706,400 | 1,114 | 706,400 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total Assets |
$ | 1,256 | $ | 245,000 | $ | 1,929 | $ | 711,989 | $ | 3,185 | $ | 956,989 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Liabilities - Cash Flow Hedges |
||||||||||||||||||||||||
Interest rate swaps |
$ | (40,557) | $ | 145,000 | $ | - | $ | - | $ | (40,557) | $ | 145,000 | ||||||||||||
Liabilities - Risk Management Derivatives |
||||||||||||||||||||||||
Interest rate swaps |
(3,130) | 107,500 | (59,703) | 544,167 | (62,833) | 651,667 | ||||||||||||||||||
TBAs |
(236) | 117,000 | - | - | (236) | 117,000 | ||||||||||||||||||
Futures |
(200) | 288,000 | - | - | (200) | 288,000 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total Liabilities |
$ | (44,123) | $ | 657,500 | $ | (59,703) | $ | 544,167 | $ | (103,826) | $ | 1,201,667 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2011 | Redwood | Acacia | Total | |||||||||||||||||||||
(In Thousands) |
Fair Value |
Notional Amount |
Fair Value |
Notional Amount |
Fair Value |
Notional Amount |
||||||||||||||||||
Assets - Risk Management Derivatives |
||||||||||||||||||||||||
Interest rate swaps |
$ | - | $ | - | $ | 857 | $ | 5,595 | $ | 857 | $ | 5,595 | ||||||||||||
Futures |
47 | 126,000 | - | - | 47 | 126,000 | ||||||||||||||||||
Interest rate caps |
- | - | 1,469 | 704,400 | 1,469 | 704,400 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total Assets |
$ | 47 | $ | 126,000 | $ | 2,326 | $ | 709,995 | $ | 2,373 | $ | 835,995 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Liabilities - Cash Flow Hedges |
||||||||||||||||||||||||
Interest rate swaps |
$ | (54,353) | $ | 165,000 | $ | - | $ | - | $ | (54,353) | $ | 165,000 | ||||||||||||
Liabilities - Risk Management Derivatives |
||||||||||||||||||||||||
Interest rate swaps |
(5,270) | 189,500 | (62,695) | 558,968 | (67,965) | 748,468 | ||||||||||||||||||
TBAs |
(5,060) | 492,000 | - | - | (5,060) | 492,000 | ||||||||||||||||||
Futures |
(186) | 180,000 | - | - | (186) | 180,000 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total Liabilities |
$ | (64,869) | $ | 1,026,500 | $ | (62,695) | $ | 558,968 | $ | (127,564) | $ | 1,585,468 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
38
REDWOOD TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2012
(Unaudited)
Note 9. Derivative Financial Instruments (continued)
Risk Management Derivatives
To offset, to varying degrees, the changes in the value of mortgage products to which we have exposure, we may enter into derivative contracts.
Certain Risks Related to Unsecuritized Residential and Commercial Loans at Redwood
In order to manage certain risks associated with residential loans we own or plan to acquire and securitize and commercial loans we invest in, at March 31, 2012, we were party to interest rate agreements with an aggregate notional amount of $157 million, TBA contracts sold with a notional amount of $312 million, and financial futures contracts with an aggregate notional amount of $288 million. Net market valuation adjustments on these derivatives were negative $3 million and positive $2 million for the three months ended March 31, 2012 and 2011, respectively.
Certain Risks Related to Liabilities at Acacia Entities
Net valuation adjustments on interest rate agreements at Acacia were negative $3 million and negative $1 million for the three months ended March 31, 2012 and 2011, respectively.
Derivatives Designated as Cash Flow Hedges
To hedge the variability in interest expense related to our long-term debt and certain adjustable-rate securitization entity liabilities that are included in our consolidated balance sheets for financial reporting purposes, we designated interest rate swaps as cash flow hedges during 2010 and during the second quarter of 2011 with an aggregate notional balance of $165 million. For the three months ended March 31, 2012, these hedges increased in value by $13 million, which was recorded as an increase to accumulated other comprehensive income, a component of equity. During the first quarter of 2012, we exited swaps with an aggregate notional balance of $20 million that had been previously designated against certain consolidated liabilities. Accumulated other comprehensive loss of less than $1 million will be amortized into interest expense, a component of our consolidated income statements, over the remaining life of the hedged liabilities.
For interest rate agreements currently or previously designated as cash flow hedges, our total unrealized loss reported in accumulated other comprehensive income was $53 million at March 31, 2012 and $67 million at December 31, 2011. For both the three months ended March 31, 2012 and 2011, we reclassified $1 million of unrealized losses on derivatives to interest expense. We estimate that we will reclassify $1 million of unrealized losses to interest expense during each quarter of 2012.
The following table illustrates the impact on interest expense of our interest rate agreements accounted for as cash flow hedges for the three months ended March 31, 2012 and 2011.
Impact on Interest Expense of Our Interest Rate Agreements Accounted for as Cash Flow Hedges
Three Months Ended March 31, | ||||||||
(In Thousands) |
2012 | 2011 | ||||||
Net interest expense on cash flow interest rate agreements |
$ | (1,516) | $ | (1,538) | ||||
Realized net expense due to net ineffective portion of hedges |
(39) | (1) | ||||||
Realized net losses reclassified from other comprehensive income |
(1,036) | (1,064) | ||||||
|
|
|
|
|||||
Total Interest Expense |
$ | (2,591) | $ | (2,603) | ||||
|
|
|
|
Derivative Counterparty Credit Risk
We incur credit risk to the extent that counterparties to our derivative financial instruments do not perform their obligations under specified contractual agreements. If a derivative counterparty does not perform, we may not receive the proceeds to which we may be entitled under these agreements. To mitigate this risk, we enter into
39
REDWOOD TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2012
(Unaudited)
Note 9. Derivative Financial Instruments (continued)
agreements that are either a) transacted on a national exchange or b) transacted with counterparties that are either i) designated by the Federal Reserve Bank of New York as a primary government dealer, ii) affiliates of primary government dealers, or iii) rated A or higher by a Nationally Recognized Statistical Rating Organization (NRSRO). We also attempt to transact with several different counterparties in order to reduce our specific counterparty exposure. We consider counterparty risk as part of our fair value assessments of all derivative financial instruments.
At March 31, 2012, Redwood had outstanding derivative agreements with eight bank counterparties and Acacia entities had outstanding derivative agreements with five bank counterparties. At March 31, 2012, Redwood was in compliance with International Swaps and Derivatives Association (ISDA) agreements governing its open derivative positions. At March 31, 2012, all Acacia entities were in compliance with ISDA agreements governing their open derivative positions, with the exception of an early termination event at March 31, 2012, with respect to one ISDA agreement at one Acacia entity due to that entitys failure to make a required swap payment. This liability is not a legal obligation of Redwood.
Note 10. Other Assets
Other assets at March 31, 2012 and December 31, 2011, are summarized in the following table.
Other Assets
(In Thousands) |
March 31, 2012 | December 31, 2011 | ||||||
REO |
$ | 5,498 | $ | 5,669 | ||||
Fixed assets and leasehold improvements |
1,104 | 2,048 | ||||||
Margin posted, net |
52,072 | 71,976 | ||||||
Mortgage servicing rights |
1,562 | - | ||||||
Investment receivable |
7,478 | 1,741 | ||||||
Income tax receivables |
4,684 | 4,741 | ||||||
Prepaid expenses |
1,179 | 1,706 | ||||||
Other |
2,568 | 381 | ||||||
|
|
|
|
|||||
Total Other Assets |
$ | 76,145 | $ | 88,262 | ||||
|
|
|
|
REO consists of foreclosed properties received in full satisfaction of defaulted real estate loans. The carrying value of REO at March 31, 2012 was $5 million, which includes the net effect of $3 million related to transfers into REO during 2012, offset by $2 million of REO liquidations, a $1 million reduction related to the deconsolidation of five Sequoia securitization entities, and less than $1 million of negative market valuation adjustments. At March 31, 2012, there were 38 REO properties recorded on our consolidated balance sheet, all of which were owned at Sequoia. At December 31, 2011, there were 43 REO properties recorded on our consolidated balance sheet, all of which were owned at Sequoia. Properties located in Ohio, Michigan, Georgia, and California accounted for 75% of our REO properties at March 31, 2012.
Margin posted, net, resulted from margin calls from our swap, master repurchase agreement, and warehouse facility counterparties that required us to post collateral.
Mortgage Servicing Rights
During the first quarter of 2012, we transferred an aggregate of $743 million (principal balance) of residential loans to two Sequoia securitization entities and accounted for the transfers as sales in accordance with GAAP. In conjunction with these transfers, we recorded $2 million of MSRs at a taxable REIT subsidiary of ours. These MSRs represent rights we had acquired and retained to service $208 million original principal balance of loans transferred
40
REDWOOD TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2012
(Unaudited)
Note 10. Other Assets (continued)
to these securitizations. At March 31, 2012, the principal balance of the loans underlying our MSRs was $206 million.
The following table presents activity for residential first-lien MSRs for the three months ended March 31, 2012.
(In Thousands) |
Three Months Ended
March 31, 2012 |
|||
Balance at beginning of period |
$ | - | ||
Additions: |
||||
Servicing from securitizations |
1,579 | |||
Changes in fair value: |
||||
Due to changes in assumptions (1) |
- | |||
Other changes in fair value (2) |
(17) | |||
|
|
|||
Balance at End of Period |
$ | 1,562 | ||
|
|
(1) | Principally reflects changes in discount rates and prepayment assumptions, mostly due to changes in interest rates. |
(2) | Reflects the changes in fair value due to the impact (collection) of expected cash flows (customer payments) received during the period. |
We do not service residential loans, and instead employ a licensed subservicer to handle all servicing functions for loans underlying our MSRs. The following table presents the income and expense associated with our MSRs, as well as the additional items that compose Mortgage Banking Activities, net on our consolidated income statement for the three months ended March 31, 2012.
(In Thousands) |
Three Months Ended
March 31, 2012 |
|||
Servicing income, net: |
||||
Contractually specified servicing fees |
$ | 14 | ||
Servicing expense |
(4) | |||
|
|
|||
Servicing income, net |
10 | |||
Net valuation losses from MSRs |
(17) | |||
Net valuation losses from economic hedges |
(3,056) | |||
Net gains on mortgage loan securitizations |
7,365 | |||
|
|
|||
Mortgage Banking Activities, Net |
$ | 4,302 | ||
|
|
41
REDWOOD TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2012
(Unaudited)
Note 11. Short-Term Debt
We enter into repurchase agreements, bank warehouse agreements, and other forms of collateralized (and generally uncommitted) short-term borrowings with several banks and major investment banking firms. At March 31, 2012, Redwood had outstanding agreements with 10 bank counterparties and we were in compliance with all of the related covenants. The table below summarizes the outstanding balances of short-term debt at March 31, 2012 and December 31, 2011 by the type of collateral securing the debt.
March 31, 2012 | ||||||||||||||||
(Dollars in Thousands) |
Number of Facilities |
Outstanding | Limit | Maturity | ||||||||||||
Collateral Type |
||||||||||||||||
Residential loans |
2 | $ | 136,861 | $ | 400,000 | 11/2012 | ||||||||||
Real estate securities |