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UNITED STATES OF AMERICA
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended: JuneSeptember 30, 2020

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)
Maryland68-0329422
(State or Other Jurisdiction of
Incorporation or Organization)
(I.R.S. Employer
Identification No.)
One Belvedere Place, Suite 300
Mill Valley,California94941
(Address of Principal Executive Offices)(Zip Code)
(415) 389-7373
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). Yes No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filerAccelerated filer
Non-accelerated filerSmaller reporting company
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading symbol(s)Name of each exchange on which registered
Common stock, par value $0.01 per shareRWTNew York Stock Exchange
Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.
Common Stock, $0.01 par value per share114,944,552111,928,020 shares outstanding as of August 4,November 2, 2020



REDWOOD TRUST, INC.
2020 FORM 10-Q REPORT
TABLE OF CONTENTS
 
Page
PART I
FINANCIAL INFORMATION
Item 1.
Item 2.
Item 3.
Item 4.
OTHER INFORMATION
Item 1.
Item 1A.
Item 2.
Item 3.
Item 4.
Item 5.
Item 6.
i


PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
REDWOOD TRUST, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In Thousands, except Share Data)
(Unaudited)
(In Thousands, except Share Data)
(Unaudited)
June 30, 2020December 31, 2019(In Thousands, except Share Data)
(Unaudited)
September 30, 2020December 31, 2019
ASSETS (1)
ASSETS (1)
ASSETS (1)
Residential loans, held-for-sale, at fair valueResidential loans, held-for-sale, at fair value$20,199  $536,385  Residential loans, held-for-sale, at fair value$105,128 $536,385 
Residential loans, held-for-investment, at fair valueResidential loans, held-for-investment, at fair value4,514,131  7,178,465  Residential loans, held-for-investment, at fair value4,389,808 7,178,465 
Business purpose residential loans, held-for-sale, at fair valueBusiness purpose residential loans, held-for-sale, at fair value379,795  331,565  Business purpose residential loans, held-for-sale, at fair value285,549 331,565 
Business purpose residential loans, held-for-investment, at fair valueBusiness purpose residential loans, held-for-investment, at fair value3,402,405  3,175,178  Business purpose residential loans, held-for-investment, at fair value3,670,552 3,175,178 
Multifamily loans, held-for-investment, at fair valueMultifamily loans, held-for-investment, at fair value489,075  4,408,524  Multifamily loans, held-for-investment, at fair value491,415 4,408,524 
Real estate securities, at fair valueReal estate securities, at fair value316,436  1,099,874  Real estate securities, at fair value351,335 1,099,874 
Other investmentsOther investments429,840  358,130  Other investments384,628 358,130 
Cash and cash equivalentsCash and cash equivalents528,612  196,966  Cash and cash equivalents450,684 196,966 
Restricted cashRestricted cash44,496  93,867  Restricted cash73,594 93,867 
Goodwill and intangible assetsGoodwill and intangible assets64,610  161,464  Goodwill and intangible assets60,737 161,464 
Derivative assetsDerivative assets357  35,701  Derivative assets14,709 35,701 
Other assetsOther assets171,586  419,321  Other assets124,273 419,321 
Total AssetsTotal Assets$10,361,542  $17,995,440  Total Assets$10,402,412 $17,995,440 
LIABILITIES AND EQUITY (1)
LIABILITIES AND EQUITY (1)
LIABILITIES AND EQUITY (1)
LiabilitiesLiabilitiesLiabilities
Short-term debt, netShort-term debt, net$662,807  $2,329,145  Short-term debt, net$482,761 $2,329,145 
Derivative liabilitiesDerivative liabilities1,932  163,424  Derivative liabilities1,612 163,424 
Accrued expenses and other liabilitiesAccrued expenses and other liabilities166,013  206,893  Accrued expenses and other liabilities155,989 206,893 
Asset-backed securities issued, at fair value6,856,086  10,515,475  
Asset-backed securities issued (includes $6,969,376 and $10,515,475 at fair value), netAsset-backed securities issued (includes $6,969,376 and $10,515,475 at fair value), net7,172,398 10,515,475 
Long-term debt, netLong-term debt, net1,738,128  2,953,272  Long-term debt, net1,536,188 2,953,272 
Total liabilitiesTotal liabilities9,424,966  16,168,209  Total liabilities9,348,948 16,168,209 
Commitments and Contingencies (see Note 16)
Commitments and Contingencies (see Note 16)
Commitments and Contingencies (see Note 16)
EquityEquityEquity
Common stock, par value $0.01 per share, 395,000,000 and 270,000,000 shares authorized; 114,940,197 and 114,353,036 issued and outstanding1,149  1,144  
Common stock, par value $0.01 per share, 395,000,000 and 270,000,000 shares authorized; 111,904,322 and 114,353,036 issued and outstandingCommon stock, par value $0.01 per share, 395,000,000 and 270,000,000 shares authorized; 111,904,322 and 114,353,036 issued and outstanding1,119 1,144 
Additional paid-in capitalAdditional paid-in capital2,279,625  2,269,617  Additional paid-in capital2,261,911 2,269,617 
Accumulated other comprehensive (loss) incomeAccumulated other comprehensive (loss) income(29,391) 41,513  Accumulated other comprehensive (loss) income(20,560)41,513 
Cumulative earningsCumulative earnings801,170  1,579,124  Cumulative earnings942,982 1,579,124 
Cumulative distributions to stockholdersCumulative distributions to stockholders(2,115,977) (2,064,167) Cumulative distributions to stockholders(2,131,988)(2,064,167)
Total equityTotal equity936,576  1,827,231  Total equity1,053,464 1,827,231 
Total Liabilities and EquityTotal Liabilities and Equity$10,361,542  $17,995,440  Total Liabilities and Equity$10,402,412 $17,995,440 
——————
(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 Redwood Trust, Inc. or its affiliates. At JuneSeptember 30, 2020 and December 31, 2019, assets of consolidated VIEs totaled $7,984,618$8,197,095 and $11,931,869, respectively. At JuneSeptember 30, 2020 and December 31, 2019, liabilities of consolidated VIEs totaled $7,140,221$7,238,047 and $10,717,072, respectively. See Note 4 for further discussion.


The accompanying notes are an integral part of these consolidated financial statements.
2


REDWOOD TRUST, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME (LOSS)
(In Thousands, except Share Data)(In Thousands, except Share Data)Three Months Ended June 30,Six Months Ended June 30,(In Thousands, except Share Data)Three Months Ended September 30,Nine Months Ended September 30,
(Unaudited)(Unaudited)2020201920202019(Unaudited)2020201920202019
Interest IncomeInterest IncomeInterest Income
Residential loansResidential loans$54,974  $77,288  $134,410  $153,238  Residential loans$44,921 $77,070 $179,331 $230,308 
Business purpose residential loansBusiness purpose residential loans53,419  3,996  106,073  6,785  Business purpose residential loans55,637 5,446 161,710 12,231 
Multifamily loansMultifamily loans4,870  35,917  45,042  57,305  Multifamily loans4,918 36,829 49,960 94,134 
Real estate securitiesReal estate securities10,027  25,017  28,336  49,467  Real estate securities10,135 23,047 38,471 72,514 
Other interest incomeOther interest income6,656  6,324  14,166  12,788  Other interest income6,371 7,725 20,537 20,513 
Total interest incomeTotal interest income129,946  148,542  328,027  279,583  Total interest income121,982 150,117 450,009 429,700 
Interest ExpenseInterest ExpenseInterest Expense
Short-term debtShort-term debt(16,907) (24,275) (39,974) (46,493) Short-term debt(5,145)(24,239)(45,119)(70,732)
Asset-backed securities issuedAsset-backed securities issued(65,304) (70,113) (165,802) (125,408) Asset-backed securities issued(66,514)(71,065)(232,316)(196,473)
Long-term debtLong-term debt(20,455) (21,832) (43,561) (43,595) Long-term debt(28,752)(21,300)(72,313)(64,895)
Total interest expenseTotal interest expense(102,666) (116,220) (249,337) (215,496) Total interest expense(100,411)(116,604)(349,748)(332,100)
Net Interest IncomeNet Interest Income27,280  32,322  78,690  64,087  Net Interest Income21,571 33,513 100,261 97,600 
Non-interest Income (Loss)Non-interest Income (Loss)Non-interest Income (Loss)
Mortgage banking activities, netMortgage banking activities, net(5,772) 19,160  (34,183) 31,469  Mortgage banking activities, net59,395 9,515 24,511 40,984 
Investment fair value changes, netInvestment fair value changes, net152,228  3,138  (718,604) 23,297  Investment fair value changes, net107,047 11,444 (611,557)34,741 
Other income, netOther income, net955  4,859  3,392  9,484  Other income, net(114)4,356 3,979 13,840 
Realized gains, netRealized gains, net25,965  2,827  29,817  13,513  Realized gains, net602 4,714 30,419 18,227 
Total non-interest income (loss), netTotal non-interest income (loss), net173,376  29,984  (719,578) 77,763  Total non-interest income (loss), net166,930 30,029 (552,648)107,792 
General and administrative expensesGeneral and administrative expenses(30,092) (26,255) (62,760) (49,414) General and administrative expenses(27,630)(24,899)(84,832)(70,722)
Loan acquisition costsLoan acquisition costs(2,158)(1,916)(7,716)(5,507)
Other expensesOther expenses(5,083) (2,452) (96,498) (3,490) Other expenses(7,788)(2,531)(104,286)(6,021)
Net Income (Loss) before (Provision for) Benefit from Income TaxesNet Income (Loss) before (Provision for) Benefit from Income Taxes165,481  33,599  (800,146) 88,946  Net Income (Loss) before (Provision for) Benefit from Income Taxes150,925 34,196 (649,221)123,142 
(Provision for) benefit from income taxes(Provision for) benefit from income taxes(37) (2,333) 22,192  (3,216) (Provision for) benefit from income taxes(9,113)114 13,079 (3,102)
Net Income (Loss)Net Income (Loss)$165,444  $31,266  $(777,954) $85,730  Net Income (Loss)$141,812 $34,310 $(636,142)$120,040 
Basic earnings (loss) per common shareBasic earnings (loss) per common share$1.41  $0.31  $(6.82) $0.88  Basic earnings (loss) per common share$1.21 $0.33 $(5.60)$1.20 
Diluted earnings (loss) per common shareDiluted earnings (loss) per common share$1.00  $0.30  $(6.82) $0.78  Diluted earnings (loss) per common share$1.02 $0.31 $(5.60)$1.09 
Basic weighted average shares outstandingBasic weighted average shares outstanding114,383,289  96,983,764  114,229,928  94,846,431  Basic weighted average shares outstanding113,403,102 101,872,126 113,952,308 97,214,064 
Diluted weighted average shares outstandingDiluted weighted average shares outstanding147,099,079  130,696,954  114,229,928  128,499,431  Diluted weighted average shares outstanding141,969,977 136,522,709 113,952,308 131,202,689 

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


3


REDWOOD TRUST, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(In Thousands)(In Thousands)Three Months Ended June 30,Six Months Ended June 30,(In Thousands)Three Months Ended September 30,Nine Months Ended September 30,
(Unaudited)(Unaudited)2020201920202019(Unaudited)2020201920202019
Net Income (Loss)Net Income (Loss)$165,444  $31,266  $(777,954) $85,730  Net Income (Loss)$141,812 $34,310 $(636,142)$120,040 
Other comprehensive income (loss):Other comprehensive income (loss):Other comprehensive income (loss):
Net unrealized gain (loss) on available-for-sale securitiesNet unrealized gain (loss) on available-for-sale securities52,393  8,562  (28,126) 15,280  Net unrealized gain (loss) on available-for-sale securities8,236 4,484 (19,890)19,764 
Reclassification of unrealized loss (gain) on available-for-sale securities to net income2,718  (2,822) (11,080) (12,315) 
Reclassification of unrealized gain on available-for-sale securities to net incomeReclassification of unrealized gain on available-for-sale securities to net income(445)(3,492)(11,525)(15,807)
Net unrealized loss on interest rate agreementsNet unrealized loss on interest rate agreements—  (9,501) (32,806) (15,339) Net unrealized loss on interest rate agreements(11,791)(32,806)(27,130)
Reclassification of unrealized loss on interest rate agreements to net incomeReclassification of unrealized loss on interest rate agreements to net income1,029  —  1,108  —  Reclassification of unrealized loss on interest rate agreements to net income1,040 2,148 
Total other comprehensive income (loss)Total other comprehensive income (loss)56,140  (3,761) (70,904) (12,374) Total other comprehensive income (loss)8,831 (10,799)(62,073)(23,173)
Total Comprehensive Income (Loss)Total Comprehensive Income (Loss)$221,584  $27,505  $(848,858) $73,356  Total Comprehensive Income (Loss)$150,643 $23,511 $(698,215)$96,867 


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


4


REDWOOD TRUST, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

For the Three Months Ended JuneSeptember 30, 2020
(In Thousands, except Share Data)(In Thousands, except Share Data)Common StockAdditional
Paid-In
Capital
Accumulated
Other
Comprehensive
Income (Loss)
Cumulative
Earnings
Cumulative
Distributions
to Stockholders
Total(In Thousands, except Share Data)Common StockAdditional
Paid-In
Capital
Accumulated
Other
Comprehensive
Income (Loss)
Cumulative
Earnings
Cumulative
Distributions
to Stockholders
Total
(Unaudited)(Unaudited)SharesAmount(Unaudited)SharesAmountAdditional
Paid-In
Capital
Accumulated
Other
Comprehensive
Income (Loss)
Cumulative
Earnings
Cumulative
Distributions
to Stockholders
Total
March 31, 2020114,837,533  $1,148  $2,275,808  $(85,531) $635,726  $(2,101,949) $725,202  
June 30, 2020June 30, 2020114,940,197 $1,149 $2,279,625 $(29,391)$801,170 $(2,115,977)$936,576 
Net incomeNet income—  —  —  —  165,444  —  165,444  Net income— — — — 141,812 — 141,812 
Other comprehensive incomeOther comprehensive income—  —  —  56,140  —  —  56,140  Other comprehensive income— — — 8,831 — — 8,831 
Employee stock purchase and incentive plansEmployee stock purchase and incentive plans102,664   (235) —  —  —  (234) Employee stock purchase and incentive plans11,460 — — — 
Non-cash equity award compensationNon-cash equity award compensation—  —  4,052  —  —  —  4,052  Non-cash equity award compensation— — 3,906 — — — 3,906 
Common dividends declared ($0.125 per share)—  —  —  —  —  (14,028) (14,028) 
June 30, 2020114,940,197  $1,149  $2,279,625  $(29,391) $801,170  $(2,115,977) $936,576  
Share repurchasesShare repurchases(3,047,335)(30)(21,629)— — — (21,659)
Common dividends declared ($0.14 per share)Common dividends declared ($0.14 per share)— — — — — (16,011)(16,011)
September 30, 2020September 30, 2020111,904,322 $1,119 $2,261,911 $(20,560)$942,982 $(2,131,988)$1,053,464 

For the SixNine Months Ended JuneSeptember 30, 2020
(In Thousands, except Share Data)(In Thousands, except Share Data)Common StockAdditional
Paid-In
Capital
Accumulated
Other
Comprehensive
Income (Loss)
Cumulative
Earnings
Cumulative
Distributions
to Stockholders
Total(In Thousands, except Share Data)Common StockAdditional
Paid-In
Capital
Accumulated
Other
Comprehensive
Income (Loss)
Cumulative
Earnings
Cumulative
Distributions
to Stockholders
Total
(Unaudited)(Unaudited)SharesAmount(Unaudited)SharesAmountAdditional
Paid-In
Capital
Accumulated
Other
Comprehensive
Income (Loss)
Cumulative
Earnings
Cumulative
Distributions
to Stockholders
Total
December 31, 2019December 31, 2019114,353,036  $1,144  $2,269,617  $41,513  $1,579,124  $(2,064,167) $1,827,231  December 31, 2019114,353,036 $1,144 $2,269,617 $41,513 $1,579,124 $(2,064,167)$1,827,231 
Net lossNet loss—  —  —  —  (777,954) —  (777,954) Net loss— — — — (636,142)— (636,142)
Other comprehensive lossOther comprehensive loss—  —  —  (70,904) —  —  (70,904) Other comprehensive loss— — — (62,073)— — (62,073)
Issuance of common stockIssuance of common stock350,088   5,544  —  —  —  5,547  Issuance of common stock350,088 5,544 — — — 5,547 
Employee stock purchase and incentive plansEmployee stock purchase and incentive plans237,073   (2,776) —  —  —  (2,774) Employee stock purchase and incentive plans248,533 (2,767)— — — (2,765)
Non-cash equity award compensationNon-cash equity award compensation—  —  7,240  —  —  —  7,240  Non-cash equity award compensation— — 11,146 — — — 11,146 
Common dividends declared ($0.445 per share)—  —  —  —  —  (51,810) (51,810) 
June 30, 2020114,940,197  $1,149  $2,279,625  $(29,391) $801,170  $(2,115,977) $936,576  
Share repurchasesShare repurchases(3,047,335)(30)(21,629)— — — (21,659)
Common dividends declared ($0.585 per share)Common dividends declared ($0.585 per share)— — — — — (67,821)(67,821)
September 30, 2020September 30, 2020111,904,322 $1,119 $2,261,911 $(20,560)$942,982 $(2,131,988)$1,053,464 

For the Three Months Ended JuneSeptember 30, 2019
(In Thousands, except Share Data)(In Thousands, except Share Data)Common StockAdditional
Paid-In
Capital
Accumulated
Other
Comprehensive
Income
Cumulative
Earnings
Cumulative
Distributions
to Stockholders
Total(In Thousands, except Share Data)Common StockAdditional
Paid-In
Capital
Accumulated
Other
Comprehensive
Income
Cumulative
Earnings
Cumulative
Distributions
to Stockholders
Total
(Unaudited)(Unaudited)SharesAmount(Unaudited)SharesAmountAdditional
Paid-In
Capital
Accumulated
Other
Comprehensive
Income
Cumulative
Earnings
Cumulative
Distributions
to Stockholders
Total
March 31, 201996,866,464  $969  $1,996,358  $52,684  $1,464,405  $(1,964,489) $1,549,927  
June 30, 2019June 30, 201997,715,021 $977 $2,013,044 $48,923 $1,495,671 $(1,994,583)$1,564,032 
Net incomeNet income—  —  —  —  31,266  —  31,266  Net income— — — — 34,310 — 34,310 
Other comprehensive lossOther comprehensive loss—  —  —  (3,761) —  —  (3,761) Other comprehensive loss— — — (10,799)— — (10,799)
Issuance of common stockIssuance of common stock791,191   12,503  —  —  —  12,511  Issuance of common stock14,375,000 144 228,339 — — — 228,483 
Employee stock purchase and incentive plansEmployee stock purchase and incentive plans57,366  —  18  —  —  —  18  Employee stock purchase and incentive plans11,710 — 154 — — — 154 
Non-cash equity award compensationNon-cash equity award compensation—  —  4,165  —  —  —  4,165  Non-cash equity award compensation— — 3,297 — — — 3,297 
Common dividends declared ($0.30 per share)Common dividends declared ($0.30 per share)—  —  —  —  —  (30,094) (30,094) Common dividends declared ($0.30 per share)— — — — — (34,418)(34,418)
June 30, 201997,715,021  $977  $2,013,044  $48,923  $1,495,671  $(1,994,583) $1,564,032  
September 30, 2019September 30, 2019112,101,731 $1,121 $2,244,834 $38,124 $1,529,981 $(2,029,001)$1,785,059 


5


REDWOOD TRUST, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (CONTINUED)

For the SixNine Months Ended JuneSeptember 30, 2019
(In Thousands, except Share Data)(In Thousands, except Share Data)Common StockAdditional
Paid-In
Capital
Accumulated
Other
Comprehensive
Income
Cumulative
Earnings
Cumulative
Distributions
to Stockholders
Total(In Thousands, except Share Data)Common StockAdditional
Paid-In
Capital
Accumulated
Other
Comprehensive
Income
Cumulative
Earnings
Cumulative
Distributions
to Stockholders
Total
(Unaudited)(Unaudited)SharesAmount(Unaudited)SharesAmountAdditional
Paid-In
Capital
Accumulated
Other
Comprehensive
Income
Cumulative
Earnings
Cumulative
Distributions
to Stockholders
Total
December 31, 2018December 31, 201884,884,344  $849  $1,811,422  $61,297  $1,409,941  $(1,934,715) $1,348,794  December 31, 201884,884,344 $849 $1,811,422 $61,297 $1,409,941 $(1,934,715)$1,348,794 
Net incomeNet income—  —  —  —  85,730  —  85,730  Net income— — — — 120,040 — 120,040 
Other comprehensive lossOther comprehensive loss—  —  —  (12,374) —  —  (12,374) Other comprehensive loss— — — (23,173)— — (23,173)
Issuance of common stockIssuance of common stock12,291,191  123  189,985  —  —  —  190,108  Issuance of common stock26,666,191 267 418,324 — — — 418,591 
Direct stock purchase and dividend reinvestment planDirect stock purchase and dividend reinvestment plan399,838   6,303  —  —  —  6,307  Direct stock purchase and dividend reinvestment plan399,838 6,303 — — — 6,307 
Employee stock purchase and incentive plansEmployee stock purchase and incentive plans139,648   (1,921) —  —  —  (1,920) Employee stock purchase and incentive plans151,358 (1,767)— — — (1,766)
Non-cash equity award compensationNon-cash equity award compensation—  —  7,255  —  —  —  7,255  Non-cash equity award compensation— — 10,552 — — — 10,552 
Common dividends declared ($0.60 per share)—  —  —  —  —  (59,868) (59,868) 
June 30, 201997,715,021  $977  $2,013,044  $48,923  $1,495,671  $(1,994,583) $1,564,032  
Common dividends declared ($0.90 per share)Common dividends declared ($0.90 per share)— — — — — (94,286)(94,286)
September 30, 2019September 30, 2019112,101,731 $1,121 $2,244,834 $38,124 $1,529,981 $(2,029,001)$1,785,059 

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

6


REDWOOD TRUST, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands)
(Unaudited)
(In Thousands)
(Unaudited)
Six Months Ended June 30,(In Thousands)
(Unaudited)
Nine Months Ended September 30,
20202019(In Thousands)
(Unaudited)
20202019
Cash Flows From Operating Activities:Cash Flows From Operating Activities:Cash Flows From Operating Activities:
Net (loss) incomeNet (loss) income$(777,954) $85,730  Net (loss) income$(636,142)$120,040 
Adjustments to reconcile net (loss) income to net cash used in operating activities:Adjustments to reconcile net (loss) income to net cash used in operating activities:Adjustments to reconcile net (loss) income to net cash used in operating activities:
Amortization of premiums, discounts, and securities issuance costs, netAmortization of premiums, discounts, and securities issuance costs, net4,083  144  Amortization of premiums, discounts, and securities issuance costs, net6,213 (3,486)
Depreciation and amortization of non-financial assetsDepreciation and amortization of non-financial assets8,962  696  Depreciation and amortization of non-financial assets13,166 5,673 
Originations of held-for-sale loansOriginations of held-for-sale loans(457,510) (84,924) Originations of held-for-sale loans(654,820)(124,392)
Purchases of held-for-sale loansPurchases of held-for-sale loans(2,720,245) (2,534,886) Purchases of held-for-sale loans(2,893,246)(4,002,509)
Proceeds from sales of held-for-sale loansProceeds from sales of held-for-sale loans3,126,860  2,123,794  Proceeds from sales of held-for-sale loans3,224,526 2,971,811 
Principal payments on held-for-sale loansPrincipal payments on held-for-sale loans48,901  49,894  Principal payments on held-for-sale loans53,677 77,100 
Net settlements of derivativesNet settlements of derivatives(183,373) (25,751) Net settlements of derivatives(187,130)(32,902)
Non-cash equity award compensation expenseNon-cash equity award compensation expense7,240  7,255  Non-cash equity award compensation expense11,146 10,552 
Goodwill impairment expenseGoodwill impairment expense88,675  —  Goodwill impairment expense88,675 
Market valuation adjustmentsMarket valuation adjustments765,647  (48,172) Market valuation adjustments606,764 (62,720)
Realized gains, netRealized gains, net(29,817) (13,513) Realized gains, net(30,419)(18,227)
Net change in:Net change in:Net change in:
Accrued interest receivable and other assetsAccrued interest receivable and other assets254,368  (108,985) Accrued interest receivable and other assets304,147 (141,197)
Accrued interest payable and accrued expenses and other liabilitiesAccrued interest payable and accrued expenses and other liabilities(80,219) (9,744) Accrued interest payable and accrued expenses and other liabilities(82,489)(1,049)
Net cash provided by (used in) operating activities55,618  (558,462) 
Net cash used in operating activitiesNet cash used in operating activities(175,932)(1,201,306)
Cash Flows From Investing Activities:Cash Flows From Investing Activities:Cash Flows From Investing Activities:
Originations of loan investmentsOriginations of loan investments(263,544) (84,638) Originations of loan investments(327,494)(171,915)
Purchases of loan investmentPurchases of loan investment—  (49,489) Purchases of loan investment(49,489)
Proceeds from sales of loan investmentsProceeds from sales of loan investments1,574,160  2,780  Proceeds from sales of loan investments1,574,160 9,422 
Principal payments on loan investmentsPrincipal payments on loan investments1,136,000  619,085  Principal payments on loan investments1,652,418 1,091,652 
Purchases of real estate securitiesPurchases of real estate securities(52,260) (242,970) Purchases of real estate securities(106,422)(309,839)
Purchases of residential securities held in consolidated securitization trustPurchases of residential securities held in consolidated securitization trust(193,212)
Purchases of multifamily securities held in consolidated securitization trustsPurchases of multifamily securities held in consolidated securitization trusts—  (68,601) Purchases of multifamily securities held in consolidated securitization trusts(68,601)
Sales of multifamily securities held in consolidated securitization trustsSales of multifamily securities held in consolidated securitization trusts142,990  —  Sales of multifamily securities held in consolidated securitization trusts142,990 
Proceeds from sales of real estate securitiesProceeds from sales of real estate securities621,730  241,217  Proceeds from sales of real estate securities634,709 487,469 
Principal payments on real estate securitiesPrincipal payments on real estate securities16,405  39,041  Principal payments on real estate securities19,446 62,711 
Purchases of servicer advance investmentsPurchases of servicer advance investments(179,419) (68,976) Purchases of servicer advance investments(179,419)(69,610)
Principal repayments from servicer advance investmentsPrincipal repayments from servicer advance investments75,478  111,662  Principal repayments from servicer advance investments83,124 150,512 
Acquisition of 5 Arches, net of cash acquiredAcquisition of 5 Arches, net of cash acquired—  (3,714) Acquisition of 5 Arches, net of cash acquired(3,714)
Net investment in participation in loan warehouse facilityNet investment in participation in loan warehouse facility—  38,209  Net investment in participation in loan warehouse facility38,209 
Net investment in multifamily loan fundNet investment in multifamily loan fund10,203  (28,673) Net investment in multifamily loan fund40,898 (33,090)
Other investing activities, netOther investing activities, net(21,342) (7,616) Other investing activities, net(19,865)(24,989)
Net cash provided by investing activitiesNet cash provided by investing activities3,060,401  497,317  Net cash provided by investing activities3,514,545 915,516 
Cash Flows From Financing Activities:Cash Flows From Financing Activities:Cash Flows From Financing Activities:
Proceeds from borrowings on short-term debtProceeds from borrowings on short-term debt3,655,530  2,731,731  Proceeds from borrowings on short-term debt3,981,572 4,009,083 
Repayments on short-term debtRepayments on short-term debt(5,322,519) (2,675,308) Repayments on short-term debt(5,828,972)(4,435,823)
Proceeds from issuance of asset-backed securitiesProceeds from issuance of asset-backed securities827,644  330,534  Proceeds from issuance of asset-backed securities1,343,845 1,020,136 
Repayments on asset-backed securities issuedRepayments on asset-backed securities issued(673,323) (416,789) Repayments on asset-backed securities issued(1,037,546)(720,651)
Proceeds from issuance of long-term debtProceeds from issuance of long-term debt944,282  —  Proceeds from issuance of long-term debt1,251,850 387,053 
Deferred long-term debt issuance costs paidDeferred long-term debt issuance costs paid(7,830) —  Deferred long-term debt issuance costs paid(9,526)(7,023)
Repayments on long-term debtRepayments on long-term debt(2,128,805) —  Repayments on long-term debt(2,640,007)
Net settlements of derivativesNet settlements of derivatives(84,336) —  Net settlements of derivatives(84,336)
Net proceeds from issuance of common stockNet proceeds from issuance of common stock5,707  198,333  Net proceeds from issuance of common stock5,791 426,970 
Net payments on repurchase of common stockNet payments on repurchase of common stock(21,659)
Taxes paid on equity award distributionsTaxes paid on equity award distributions(2,934) —  Taxes paid on equity award distributions(3,009)
Dividends paidDividends paid(51,810) (59,868) Dividends paid(67,821)(94,286)
Other financing activities, netOther financing activities, net4,650  (467) Other financing activities, net4,650 1,400 
Net cash (used in) provided by financing activitiesNet cash (used in) provided by financing activities(2,833,744) 108,166  Net cash (used in) provided by financing activities(3,105,168)586,859 
Net increase in cash, cash equivalents and restricted cashNet increase in cash, cash equivalents and restricted cash282,275  47,021  Net increase in cash, cash equivalents and restricted cash233,445 301,069 
Cash, cash equivalents and restricted cash at beginning of period (1)
Cash, cash equivalents and restricted cash at beginning of period (1)
290,833  205,077  
Cash, cash equivalents and restricted cash at beginning of period (1)
290,833 205,077 
Cash, cash equivalents and restricted cash at end of period (1)
Cash, cash equivalents and restricted cash at end of period (1)
$573,108  $252,098  
Cash, cash equivalents and restricted cash at end of period (1)
$524,278 $506,146 
7



REDWOOD TRUST, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
(In Thousands)
(Unaudited)
(In Thousands)
(Unaudited)
Six Months Ended June 30,(In Thousands)
(Unaudited)
Nine Months Ended September 30,
20202019(In Thousands)
(Unaudited)
20202019
Supplemental Cash Flow Information:Supplemental Cash Flow Information:Supplemental Cash Flow Information:
Cash paid during the period for:Cash paid during the period for:Cash paid during the period for:
Interest Interest$267,787  $203,086   Interest$364,875 $319,036 
Taxes Taxes209  4,158   Taxes218 6,977 
Supplemental Noncash Information:Supplemental Noncash Information:Supplemental Noncash Information:
Real estate securities retained from loan securitizationsReal estate securities retained from loan securitizations$46,560  $5,462  Real estate securities retained from loan securitizations$46,560 $7,759 
Retention of mortgage servicing rights from loan securitizations and salesRetention of mortgage servicing rights from loan securitizations and sales—  868  Retention of mortgage servicing rights from loan securitizations and sales868 
Consolidation of residential loans held in securitization trustsConsolidation of residential loans held in securitization trusts1,190,995 
Consolidation of residential ABSConsolidation of residential ABS997,783 
(Deconsolidation) consolidation of multifamily loans held in securitization trusts(Deconsolidation) consolidation of multifamily loans held in securitization trusts(3,849,779) 1,481,554  (Deconsolidation) consolidation of multifamily loans held in securitization trusts(3,849,779)1,481,554 
(Deconsolidation) consolidation of multifamily ABS(Deconsolidation) consolidation of multifamily ABS(3,706,789) 1,408,002  (Deconsolidation) consolidation of multifamily ABS(3,706,789)1,408,002 
Transfers from loans held-for-sale to loans held-for-investmentTransfers from loans held-for-sale to loans held-for-investment706,775  518,521  Transfers from loans held-for-sale to loans held-for-investment770,754 1,361,015 
Transfers from residential loans to real estate ownedTransfers from residential loans to real estate owned9,645  5,098  Transfers from residential loans to real estate owned12,547 5,280 
Right-of-use asset obtained in exchange for operating lease liabilityRight-of-use asset obtained in exchange for operating lease liability5,362  13,016  Right-of-use asset obtained in exchange for operating lease liability5,362 13,016 
Reduction in operating lease liability due to lease modificationReduction in operating lease liability due to lease modification1,466 
(1)    Cash, cash equivalents, and restricted cash at JuneSeptember 30, 2020 includes cash and cash equivalents of $529$451 million and restricted cash of $44$74 million, and at December 31, 2019 includes cash and cash equivalents of $197 million and restricted cash of $94 million.

The accompanying notes are an integral part of these consolidated financial statements.
8


REDWOOD TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JuneSeptember 30, 2020
(Unaudited)



Note 1. Organization
Redwood Trust, Inc., together with its subsidiaries, is a specialty finance company focused on making credit-sensitive investments in single-family residential and multifamily mortgages and related assets and engaging in mortgage banking activities. Our goal is to provide attractive returns to shareholders through a stable and growing stream of earnings and dividends, as well as through capital appreciation. We operate our business in 3 segments: Residential Lending, Business Purpose Lending, and Third-Party Investments.
Our primary sources of income are net interest income from our investments and non-interest income from our mortgage banking activities. Net interest income consists of the interest income we earn on investments less the interest expense we incur on borrowed funds and other liabilities. Income from mortgage banking activities is generated through the origination and acquisition of loans, and their subsequent sale, securitization, or transfer to our investment portfolios.
Redwood Trust, Inc. has elected to be taxed as a real estate investment trust (“REIT”) under the Internal Revenue Code of 1986, as amended (the “Code”), beginning with its taxable year ended December 31, 1994. We generally refer, collectively, to Redwood Trust, Inc. and those of its subsidiaries that are not subject to subsidiary-level corporate income tax as “the REIT” or “our REIT.” We generally refer to subsidiaries of Redwood Trust, Inc. that are subject to subsidiary-level corporate income tax as “our taxable REIT subsidiaries” or “TRS.”
Redwood was incorporated in the State of Maryland on April 11, 1994, and commenced operations on August 19, 1994. On March 1, 2019, Redwood completed the acquisition of 5 Arches, LLC ("5 Arches"), at which time 5 Arches became a wholly-owned subsidiary of Redwood. On October 15, 2019, Redwood acquired CoreVest American Finance Lender, LLC and certain affiliated entities ("CoreVest"), at which time CoreVest became wholly owned by Redwood. References herein to “Redwood,” the “company,” “we,” “us,” and “our” include Redwood Trust, Inc. and its consolidated subsidiaries, unless the context otherwise requires.
Note 2. Basis of Presentation
The consolidated financial statements presented herein are at JuneSeptember 30, 2020 and December 31, 2019, and for the three and sixnine months ended JuneSeptember 30, 2020 and 2019. These interim unaudited consolidated financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission ("SEC"). Certain information and note disclosures normally included in our annual financial statements prepared in accordance with U.S. generally accepted accounting principles ("GAAP") — as prescribed by the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) — have been condensed or omitted in these interim financial statements according to these SEC rules and regulations. Management believes that the disclosures included in these interim financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the company's Annual Report on Form 10-K for the year ended December 31, 2019. In the opinion of management, all normal and recurring adjustments to present fairly the financial condition of the company at JuneSeptember 30, 2020 and results of operations for all periods presented have been made. The results of operations for the three and sixnine months ended JuneSeptember 30, 2020 should not be construed as indicative of the results to be expected for the full year.
Principles of Consolidation
In accordance with GAAP, we 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 certain Sequoia securitization entities issued prior to 2012 where we maintain an ongoing involvement ("Legacy Sequoia"), as well as entities formed in connection with the securitization of Redwood Choice expanded-prime loans ("Sequoia Choice"). We also consolidate the assets and liabilities of certain Freddie Mac K-Series and Freddie Mac Seasoned Loans Structured Transaction ("SLST") securitizations we invested in. Finally, we consolidated the assets and liabilities of certain CoreVest American Finance Lender ("CAFL") securitizations beginning in the fourth quarter of 2019, in connection with our acquisition of CoreVest. 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 Trust, Inc. Our exposure to these entities is primarily through the financial interests we have purchased or retained, although for the consolidated Sequoia and CAFL entities we are exposed to certain financial risks associated with our role as a sponsor, servicing administrator, or depositor of these entities or as a result of our having sold assets directly or indirectly to these entities.
9


REDWOOD TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JuneSeptember 30, 2020
(Unaudited)
Note 2. Basis of Presentation - (continued)
For financial reporting purposes, the underlying loans owned at the consolidated Sequoia and Freddie Mac SLST entities are shown under Residential loans held-for-investment at fair value, the underlying loans at the consolidated Freddie Mac K-Series are shown under Multifamily loans held-for-investment at fair value, and the underlying single-family rental loans at the consolidated CAFL entities are shown under Business purpose residential loans held-for-investment at fair value 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 (loss), we recorded interest income on the loans owned at these entities and interest expense on the ABS issued by these entities as well as other income and expenses associated with these entities' activities. See Note 14 for further discussion on ABS issued.
During the first quarter of 2020, we sold subordinate securities issued by four of these Freddie Mac K-Series securitization trusts and determined that we should derecognize the associated assets and liabilities of each of these entities for financial reporting purposes. We deconsolidated $3.86 billion of multifamily loans and other assets and $3.72 billion of multifamily ABS issued and other liabilities, for which we realized market valuation losses of $72 million, which were recorded through Investment fair value changes, net on our consolidated statements of income (loss) for the three months ended March 31, 2020.
We also consolidate 2 partnerships ("Servicing Investment" entities) through which we have invested in servicing-related assets. We maintain an 80% ownership interest in each entity and have determined that we are the primary beneficiary of these partnerships.
Beginning in the first quarter of 2019, we consolidated 5 Arches, LLC ("5 Arches"), an originator of business purpose residential loans, pursuant to the exercise of our purchase option and the acquisition of the remaining equity in the company. In the fourth quarter of 2019, we acquired and consolidated CoreVest, an originator and portfolio manager of business purpose residential loans.
See Note 4 for further discussion on principles of consolidation.
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, amounts 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 periods. 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.
Acquisitions
In May 2018, Redwood acquired a 20% minority interest in 5 Arches, an originator of business purpose residential loans. On March 1, 2019, we completed the acquisition of the remaining 80% interest in 5 Arches. On October 15, 2019, we acquired CoreVest, an originator and portfolio manager of business purpose residential loans. Refer to our Annual Report on Form 10-K for the year ended December 31, 2019 for additional information regarding these acquisitions, including purchase price allocations.


10


REDWOOD TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JuneSeptember 30, 2020
(Unaudited)
Note 2. Basis of Presentation - (continued)
In connection with the acquisitions of 5 Arches and CoreVest, we identified and recorded finite-lived intangible assets totaling $25 million and $57 million, respectively. The amortization period for each of these assets and the activity for the sixnine months ended JuneSeptember 30, 2020 is summarized in the table below.
Table 2.1 – Intangible Assets – Activity
Carrying Value at December 31, 2019AdditionsAmortization ExpenseCarrying Value at June 30, 2020Weighted Average Amortization Period (in years)Carrying Value at December 31, 2019AdditionsAmortization ExpenseCarrying Value at September 30, 2020Weighted Average Amortization Period (in years)
(Dollars in Thousands)(Dollars in Thousands)(Dollars in Thousands)Carrying Value at December 31, 2019AdditionsAmortization ExpenseCarrying Value at September 30, 2020Weighted Average Amortization Period (in years)
Borrower networkBorrower network$43,952  $—  $(3,236) $40,716  7Borrower network$43,952 $$(4,854)$39,098 7
Broker networkBroker network15,083  —  (1,810) 13,273  4Broker network15,083 (2,715)12,368 5
Non-compete agreementsNon-compete agreements8,236  —  (1,583) 6,653  3Non-compete agreements8,236 (2,375)5,861 3
TradenamesTradenames3,472  —  (667) 2,805  3Tradenames3,472 (1,000)2,472 3
Developed technologyDeveloped technology1,613  —  (450) 1,163  2Developed technology1,613 (675)938 2
Loan administration fees on existing loan assetsLoan administration fees on existing loan assets433  —  (433) —  Loan administration fees on existing loan assets433 (433)1
TotalTotal$72,789  $—  $(8,179) $64,610  6Total$72,789 $$(12,052)$60,737 6
All of our intangible assets are amortized on a straight-line basis. Estimated future amortization expense is summarized in the table below.
Table 2.2 – Intangible Asset Amortization Expense by Year
(In Thousands)(In Thousands)June 30, 2020(In Thousands)September 30, 2020
2020 (6 months)$7,746  
2020 (3 months)2020 (3 months)$3,873 
2021202115,304  202115,304 
2022202212,800  202212,800 
2023202310,091  202310,091 
202420247,073  20247,073 
2025 and thereafter2025 and thereafter11,596  2025 and thereafter11,596 
Total Future Intangible Asset AmortizationTotal Future Intangible Asset Amortization$64,610  Total Future Intangible Asset Amortization$60,737 
We recorded total goodwill of $89 million in 2019 as a result of the total consideration exceeding the fair value of the net assets acquired from 5 Arches and CoreVest. The goodwill was attributed to the expected business synergies and expansion into business purpose loan markets, as well as access to the knowledgeable and experienced workforces continuing to provide services to the business. We expect $75 million of this goodwill to be deductible for tax purposes. For reporting purposes, we included the intangible assets and goodwill from these acquisitions within the Business Purpose Lending segment.

11


REDWOOD TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JuneSeptember 30, 2020
(Unaudited)
Note 2. Basis of Presentation - (continued)
During the first quarter of 2020, as a result of the deterioration in economic conditions caused by the spread of the COVID-19 pandemic (the "pandemic"), and its impact on our business, including a significant decline in the market price of our common stock, we determined that it was more likely than not that the fair value of our Business Purpose Lending reporting unit was lower than its carrying amount, including goodwill. Based on this analysis, we determined that an interim goodwill impairment test should be performed as of March 31, 2020 and prepared updated cash flow projections for the reporting unit, resulting in a reduction in the long-term forecasts of profitability for our Business Purpose Lending reporting unit as compared to the prior year forecasts. Using these projections, we concluded that the fair value of our Business Purpose Lending reporting unit was less than its carrying value, including goodwill. As a result of this evaluation, we recorded a non-cash $89 million goodwill impairment expense through Other expenses on our consolidated statements of income (loss) during the three months ended March 31, 2020. In conjunction with our assessment of goodwill, we also assessed our intangible assets for impairment at March 31, 2020 and determined they were 0t impaired. On a quarterly basis, we evaluate our finite-lived intangible assets for impairment indicators and additionally evaluate the useful lives of our intangible assets to determine if revisions to the remaining periods of amortization are warranted.
The liability resulting from the contingent consideration arrangement with 5 Arches was recorded at its acquisition-date fair value of $25 million as part of total consideration for the acquisition of 5 Arches. These contingent earn-out payments were classified as a contingent consideration liability and carried at fair value prior to March 31, 2020. During the three months ended March 31, 2020, we made a cash payment of $11 million and granted $3 million of Redwood common stock in connection with the first anniversary of the purchase date. Additionally, as a result of an amendment to the agreement, we reclassified the contingent liability to a deferred liability, as the remaining payments became payable on a set timetable without any remaining contingencies. At JuneSeptember 30, 2020, the carrying value of this deferred liability was $15$14 million and was recorded as a component of Accrued expenses and other liabilities on our consolidated balance sheets. During the three and sixnine months ended JuneSeptember 30, 2020, we recorded $0.1 million and $0.4$0.6 million of contingent consideration expense, respectively, through Other expenses on our consolidated statements of income (loss). See Note 16 for additional information on our contingent consideration liability.
The following unaudited pro forma financial information presents Net interest income, Non-interest income, and Net income of Redwood, 5 Arches, and CoreVest combined, for the three and sixnine months ended JuneSeptember 30, 2019, as if the acquisitions occurred as of January 1, 2018. These pro forma amounts have been adjusted to include the amortization of intangible assets and acquisition-related compensation expense for both periods, and to exclude the income statement impacts related to our equity method investment in 5 Arches. The unaudited pro forma financial information is not intended to represent or be indicative of the consolidated financial results of operations that would have been reported if the acquisitions had been completed as of January 1, 2018 and should not be taken as indicative of our future consolidated results of operations.
Table 2.3 – Unaudited Pro Forma Financial Information
Three Months Ended June 30, 2019Six Months Ended June 30, 2019Three Months Ended September 30, 2019Nine Months Ended September 30, 2019
(In Thousands)(In Thousands)(In Thousands)Nine Months Ended September 30, 2019
Supplementary pro forma information:Supplementary pro forma information:Supplementary pro forma information:
Net interest incomeNet interest income$44,353  $87,743  Net interest income$45,702 $133,446 
Non-interest incomeNon-interest income35,495  78,471  Non-interest income38,177 116,649 
Net incomeNet income44,218  100,246  Net income46,609 140,790 
Note 3. Summary of Significant Accounting Policies

Significant Accounting Policies
Included in Note 3 to the Consolidated Financial Statements of our Annual Report on Form 10-K for the year ended December 31, 2019 is a summary of our significant accounting policies. Provided below is a summary of additional accounting policies that are significant to the company’s consolidated financial position and results of operations for the three and sixnine months ended JuneSeptember 30, 2020.
12


REDWOOD TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JuneSeptember 30, 2020
(Unaudited)

Note 3. Summary of Significant Accounting Policies - (continued)
Available-for-Sale Securities
Upon adoption of ASU 2016-13, "Financial Instruments - Credit Losses" in the first quarter of 2020, we modified our policy for recording impairments on available-for-sale securities. This new guidance requires that credit impairments on our available-for-sale securities be recorded in earnings using an allowance for credit losses, with the allowance limited to the amount by which the security's fair value is less than its amortized cost basis. The allowance for credit losses is calculated using a discounted cash flow approach and is measured as the difference between the beneficial interest’s amortized cost and the estimate of cash flows expected to be collected, discounted at the effective interest rate used to accrete the beneficial interest. Any allowance for credit losses in excess of the unrealized losses on the beneficial interests are accounted for as a prospective reduction of the effective interest rate. No allowance is recorded for beneficial interests in an unrealized gain position. Favorable changes in the discounted cash flows will result in a reduction in the allowance for credit losses, if any. Any reduction in allowance for credit losses is recorded in earnings. If the allowance for credit losses has been reduced to zero, the remaining favorable changes are reflected as a prospective increase to the effective interest rate. If we intend to sell or it is more likely than not that we will be required to sell the security before it recovers in value, the entire impairment amount will be recognized in earnings with a corresponding adjustment to the security's amortized cost basis.
Goodwill
Pursuant to our adoption of ASU 2017-04, "Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment" in the first quarter of 2020, we modified our goodwill impairment testing policy. We first assess qualitative factors to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying value. If, based on that assessment, we believe it is more likely than not that the fair value of the reporting unit is less than its carrying value, we measure the fair value of reporting unit and record a goodwill impairment charge for the amount by which a reporting unit's carrying value exceeds its fair value, not to exceed the carrying amount of the goodwill. Any such impairment charges would be recorded through Other expenses on our consolidated statements of income (loss).
Recent Accounting Pronouncements
Newly Adopted Accounting Standards Updates ("ASUs")
In August 2018, the FASB issued ASU 2018-13, "Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement." This new guidance amends previous guidance by removing and modifying certain existing fair value disclosure requirements, while adding other new disclosure requirements. This new guidance is effective for fiscal years beginning after December 15, 2019. We adopted this new guidance, as required, in the first quarter of 2020, which did not have a material impact on our consolidated financial statements but impacted certain of our fair value footnote disclosures.
In January 2017, the FASB issued ASU 2017-04, "Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment." This new guidance simplifies the subsequent measurement of goodwill by eliminating Step 2 from the goodwill impairment test. This new guidance is effective for fiscal years beginning after December 15, 2019. We adopted this new guidance, as required, in the first quarter of 2020, which did not have a material impact on our consolidated financial statements.
13


REDWOOD TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JuneSeptember 30, 2020
(Unaudited)

Note 3. Summary of Significant Accounting Policies - (continued)
In June 2016, the FASB issued ASU 2016-13, "Financial Instruments - Credit Losses." This new guidance provides a new impairment model that is based on expected losses rather than incurred losses to determine the allowance for credit losses. This new guidance is effective for fiscal years beginning after December 15, 2019. Early adoption is permitted for fiscal years beginning after December 15, 2018. In November 2018, the FASB issued ASU 2018-19, "Codification Improvements to Topic 326, Financial Instruments - Credit Losses," which clarifies the scope of the amendments in ASU 2016-13. In April 2019, the FASB issued ASU 2019-04, "Codification Improvements to Topic 326, Financial Instruments - Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments," which is intended to clarify this guidance. In May 2019, the FASB issued ASU 2019-05, "Financial Instruments - Credit Losses (Topic 326): Targeted Transition Relief," which provides an option to irrevocably elect the fair value option for certain financial assets previously measured at amortized cost. In November 2019, the FASB issued ASU 2019-11, "Codification Improvements to Topic 326, Financial Instruments - Credit Losses," which is intended to clarify Codification guidance. In February 2020, the FASB issued ASU 2020-02, "Financial Instruments - Credit Losses (Topic 326) and Leases (Topic 842) - Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 119 and Update to SEC Section on Effective Date Related to Accounting Standards Update No. 2016-02, Leases (Topic 842) (SEC Update)," and in March 2020, the FASB issued ASU 2020-03, "Codification Improvements to Financial Instruments." These updates amend certain sections of the guidance. We currently have only a small balance of loans receivable that are not carried at fair value and would be subject to this new guidance for allowance for credit losses. Separately, we accounted for our available-for-sale securities under the other-than-temporary impairment ("OTTI") model for debt securities prior to the issuance of this new guidance. This new guidance requires that credit impairments on our available-for-sale securities be recorded in earnings using an allowance for credit losses, with the allowance limited to the amount by which the security's fair value is less than its amortized cost basis. Subsequent reversals in credit loss estimates are recognized in income. We adopted this guidance, as required, in the first quarter of 2020, which did not have a material impact on our consolidated financial statements.
Other Recent Accounting Pronouncements
In August 2020, the FASB issued ASU 2020-06, "Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity's Own Equity (Subtopic 815-40)." This new guidance simplifies the accounting for convertible debt by reducing the number of accounting models to separately present certain conversion features in equity. This new guidance is effective for fiscal years beginning after December 31, 2021. Early adoption is permitted. We plan to adopt this new guidance by the required date and do not anticipate that this update will have a material impact on our consolidated financial statements.
In March 2020, the FASB issued ASU 2020-04, "Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting." This new guidance provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. This new guidance is effective for all entities as of March 12, 2020 through December 31, 2022. We are currently evaluating the impact the adoption of this standard would have on our consolidated financial statements. Through September 30, 2020, we have not elected to apply the optional expedients and exceptions to any of our existing contracts, hedging relationships, or other transactions.
In January 2020, the FASB issued ASU 2020-01, "Investments - Equity Securities (Topic 321), Investments - Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815)." This new guidance clarifies the interaction of the accounting for equity securities, equity method investments, and certain forward contracts and purchased options. This new guidance is effective for fiscal years beginning after December 15, 2020. Early adoption is permitted. We plan to adopt this new guidance by the required date and do not anticipate that this update will have a material impact on the consolidated financial statements.
In December 2019, the FASB issued ASU 2019-12, "Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes." This new guidance simplifies the accounting for income taxes by removing certain exceptions to the general principles in Topic 740 and by clarifying and amending existing guidance. This new guidance is effective for fiscal years beginning after December 15, 2020. Early adoption is permitted. We plan to adopt this new guidance by the required date and do not anticipate that this update will have a material impact on our consolidated financial statements.

14


REDWOOD TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2020
(Unaudited)

Note 3. Summary of Significant Accounting Policies - (continued)
Balance Sheet Netting
Certain of our derivatives and short-term debt are subject to master netting arrangements or similar agreements. Under GAAP, in certain circumstances we may elect to present certain financial assets, liabilities and related collateral subject to master netting arrangements in a net position on our consolidated balance sheets. However, we do not report any of these financial assets or liabilities on a net basis, and instead present them on a gross basis on our consolidated balance sheets.
14


REDWOOD TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2020
(Unaudited)

Note 3. Summary of Significant Accounting Policies - (continued)
The table below presents financial assets and liabilities that are subject to master netting arrangements or similar agreements categorized by financial instrument, together with corresponding financial instruments and corresponding collateral received or pledged at JuneSeptember 30, 2020 and December 31, 2019.
Table 3.1 – Offsetting of Financial Assets, Liabilities, and Collateral
Gross Amounts of Recognized Assets (Liabilities)Gross Amounts Offset in Consolidated Balance SheetNet Amounts of Assets (Liabilities) Presented in Consolidated Balance Sheet
Gross Amounts Not Offset in Consolidated 
Balance Sheet (1)
Net Amount
June 30, 2020 (In Thousands)Financial InstrumentsCash Collateral (Received) Pledged
Liabilities (2)
Loan warehouse debt$(449,560)$— $(449,560)$449,560 $— $— 
Security repurchase agreements(311,888)— (311,888)311,888 — — 
Total Liabilities$(761,448)$— $(761,448)$761,448 $— $— 
Gross Amounts of Recognized Assets (Liabilities)Gross Amounts Offset in Consolidated Balance SheetNet Amounts of Assets (Liabilities) Presented in Consolidated Balance Sheet
Gross Amounts Not Offset in Consolidated
Balance Sheet
(1)
Net Amount
September 30, 2020 (In Thousands)Financial InstrumentsCash Collateral (Received) Pledged
Assets (2)
Interest rate agreements$3,471 $$3,471 $(15)$(1,240)$2,216 
TBAs402 402 (263)139 
Futures63 63 63 
Total Assets$3,936 $— $3,936 $(15)$(1,503)$2,418 
Liabilities (2)
Interest rate agreements$(15)$$(15)$15 $$
TBAs(263)$(263)263 
Loan warehouse debt(81,898)$(81,898)81,898 — 
Security repurchase agreements(75,054)(75,054)75,054 
Total Liabilities$(157,230)$$(157,230)$156,967 $263 $
Gross Amounts of Recognized Assets (Liabilities)Gross Amounts Offset in Consolidated Balance SheetNet Amounts of Assets (Liabilities) Presented in Consolidated Balance Sheet
Gross Amounts Not Offset in Consolidated 
Balance Sheet (1)
Net Amount
December 31, 2019 (In Thousands)Financial InstrumentsCash Collateral (Received) Pledged
Assets (2)
Interest rate agreements$19,020 $— $19,020 $(14,178)$(915)$3,927 
TBAs5,755 — 5,755 (5,755)— — 
Futures137 — 137 — — 137 
Total Assets$24,912 $— $24,912 $(19,933)$(915)$4,064 
Liabilities (2)
Interest rate agreements$(148,765)$— $(148,765)$14,178 $134,587 $— 
TBAs(13,359)— (13,359)5,755 6,673 (931)
Loan warehouse debt(432,126)— (432,126)432,126 — — 
Security repurchase agreements(1,096,578)— (1,096,578)1,096,578 — — 
Total Liabilities$(1,690,828)$— $(1,690,828)$1,548,637 $141,260 $(931)
15


REDWOOD TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2020
(Unaudited)

Note 3. Summary of Significant Accounting Policies - (continued)
Gross Amounts of Recognized Assets (Liabilities)Gross Amounts Offset in Consolidated Balance SheetNet Amounts of Assets (Liabilities) Presented in Consolidated Balance Sheet
Gross Amounts Not Offset in Consolidated
Balance Sheet
(1)
Net Amount
December 31, 2019 (In Thousands)Financial InstrumentsCash Collateral (Received) Pledged
Assets (2)
Interest rate agreements$19,020 $$19,020 $(14,178)$(915)$3,927 
TBAs5,755 5,755 (5,755)
Futures137 137 137 
Total Assets$24,912 $$24,912 $(19,933)$(915)$4,064 
Liabilities (2)
Interest rate agreements$(148,765)$$(148,765)$14,178 $134,587 $
TBAs(13,359)(13,359)5,755 6,673 (931)
Loan warehouse debt(432,126)(432,126)432,126 
Security repurchase agreements(1,096,578)(1,096,578)1,096,578 
Total Liabilities$(1,690,828)$$(1,690,828)$1,548,637 $141,260 $(931)
(1)Amounts presented in these columns are limited in total to the net amount of assets or liabilities presented in the prior column by instrument. In certain cases, there is excess cash collateral or financial assets we have pledged to a counterparty (which may, in certain circumstances, be a clearinghouse) that exceed the financial liabilities subject to a master netting arrangement or similar agreement. Additionally, in certain cases, counterparties may have pledged excess cash collateral to us that exceeds our corresponding financial assets. In each case, any of these excess amounts are excluded from the table although they are separately reported in our consolidated balance sheets as assets or liabilities, respectively.
(2)Interest rate agreements and TBAs are components of derivatives instruments on our consolidated balance sheets. Loan warehouse debt, which is secured by certain residential and business purpose residential loans, and security repurchase agreements are components of Short-term debt and Long-term debt on our consolidated balance sheets.

15


REDWOOD TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2020
(Unaudited)

Note 3. Summary of Significant Accounting Policies - (continued)
For each category of financial instrument set forth in the table above, the assets and liabilities resulting from individual transactions within that category between us and a counterparty are subject to a master netting arrangement or similar agreement with that counterparty that provides for individual transactions to be aggregated and treated as a single transaction. For certain categories of these instruments, some of our transactions are cleared and settled through one or more clearinghouses that are substituted as our counterparty. References herein to master netting arrangements or similar agreements include the arrangements and agreements governing the clearing and settlement of these transactions through the clearinghouses. In the event of the termination and close-out of any of those transactions, the corresponding master netting agreement or similar agreement provides for settlement on a net basis. Any such settlement would include the proceeds of the liquidation of any corresponding collateral, subject to certain limitations on termination, settlement, and liquidation of collateral that may apply in the event of the bankruptcy or insolvency of a party. Such limitations should not inhibit the eventual practical realization of the principal benefits of those transactions or the corresponding master netting arrangement or similar agreement and any corresponding collateral.
Note 4. Principles of Consolidation
GAAP requires us to consider whether securitizations we sponsor and other transfers of financial assets should be treated as sales or financings, as well as whether any VIEs that we hold variable interests in – 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.
16


REDWOOD TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2020
(Unaudited)

Note 4. Principles of Consolidation - (continued)
Analysis of Consolidated VIEs
At JuneSeptember 30, 2020, we consolidated Legacy Sequoia, Sequoia Choice, Freddie Mac SLST, Freddie Mac K-Series and CAFL securitization entities that we determined were VIEs and for which we determined we were the primary beneficiary. Each of these entities is independent of Redwood and of each other and the assets and liabilities of these entities are not owned by and are not legal obligations of ours. Our exposure to these entities is primarily through the financial interests we have retained, although for the consolidated Sequoia and CAFL entities we are exposed to certain financial risks associated with our role as a sponsor, servicing administrator, or depositor of these entities or as a result of our having sold assets directly or indirectly to these entities. At JuneSeptember 30, 2020, the estimated fair value of our investments in the consolidated Legacy Sequoia, Sequoia Choice, Freddie Mac SLST, Freddie Mac K-Series and CAFL entities was $6$5 million, $204$211 million, $336$418 million, $25$27 million, and $206$232 million, respectively.
During the first quarter of 2020, we sold subordinate securities issued by four of these Freddie Mac K-Series securitization trusts and determined that we should derecognize the associated assets and liabilities of each of these entities for financial reporting purposes. We deconsolidated $3.86 billion of multifamily loans and other assets and $3.72 billion of multifamily ABS issued and other liabilities, for which we realized market valuation losses of $72 million, which were recorded through Investment fair value changes, net on our consolidated statements of income (loss) for the three months ended March 31, 2020.
Beginning in 2018, we consolidated 2 Servicing Investment entities formed to invest in servicing-related assets that we determined were VIEs and for which we determined we were the primary beneficiary. At JuneSeptember 30, 2020, we held an 80% ownership interest in, and were responsible for the management of, each entity. See Note 10 for a further description of these entities and the investments they hold and Note 12 for additional information on the minority partner’s interest. Additionally, beginning in 2018, we consolidated an entity that was formed to finance servicer advances that we determined was a VIE and for which we, through our control of one of the aforementioned partnerships, were the primary beneficiary. The servicer advance financing consists of non-recourse short-term securitization debt, secured by servicer advances. We consolidate the securitization entity, but the securitization entity is independent of Redwood and the assets and liabilities are not owned by and are not legal obligations of Redwood. See Note 13 for additional information on the servicer advance financing. At JuneSeptember 30, 2020, the estimated fair value of our investment in the Servicing Investment entities was $68$65 million.
1617


REDWOOD TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JuneSeptember 30, 2020
(Unaudited)

Note 4. Principles of Consolidation - (continued)
The following table presents a summary of the assets and liabilities of these VIEs.
Table 4.1 – Assets and Liabilities of Consolidated VIEs Accounted for as Collateralized Financing Entities
June 30, 2020Legacy
Sequoia
Sequoia
Choice
Freddie Mac SLSTFreddie Mac
K-Series
CAFLServicing InvestmentTotal
Consolidated
VIEs
September 30, 2020September 30, 2020Legacy
Sequoia
Sequoia
Choice
Freddie Mac SLSTFreddie Mac
K-Series
CAFLServicing InvestmentTotal
Consolidated
VIEs
(Dollars in Thousands)(Dollars in Thousands)Legacy
Sequoia
Sequoia
Choice
Freddie Mac SLSTFreddie Mac
K-Series
CAFLServicing InvestmentTotal
Consolidated
VIEs
(Dollars in Thousands)Legacy
Sequoia
Sequoia
Choice
Freddie Mac SLSTFreddie Mac
K-Series
CAFLServicing InvestmentTotal
Consolidated
VIEs
Residential loans, held-for-investmentResidential loans, held-for-investmentResidential loans, held-for-investment$296,765 $1,836,361 $2,256,682 $$$$4,389,808 
Business purpose residential loans, held-for-investmentBusiness purpose residential loans, held-for-investment—  —  —  —  2,615,038  —  2,615,038  Business purpose residential loans, held-for-investment2,969,692 2,969,692 
Multifamily loans, held-for-investmentMultifamily loans, held-for-investment—  —  —  489,075  —  —  489,075  Multifamily loans, held-for-investment491,415 491,415 
Other investmentsOther investments—  —  —  —  —  290,805  290,805  Other investments278,487 278,487 
Cash and cash equivalentsCash and cash equivalents—  —  —  —  —  2,773  2,773  Cash and cash equivalents10,425 10,425 
Restricted cashRestricted cash145   —  —  —  30,416  30,570  Restricted cash146 20,649 20,795 
Accrued interest receivableAccrued interest receivable529  8,236  6,627  1,342  11,087  6,725  34,546  Accrued interest receivable402 7,292 6,928 1,342 12,071 2,609 30,644 
Other assetsOther assets916  —  940  —  5,824  —  7,680  Other assets784 887 4,158 5,829 
Total AssetsTotal Assets$306,222  $2,072,633  $2,152,678  $490,417  $2,631,949  $330,719  $7,984,618  Total Assets$298,097 $1,843,653 $2,264,497 $492,757 $2,985,921 $312,170 $8,197,095 
Short-term debtShort-term debt$—  $—  $—  $—  $—  $244,437  $244,437  Short-term debt$$$$$$228,998 $228,998 
Accrued interest payableAccrued interest payable230  6,474  5,149  1,182  8,458  134  21,627  Accrued interest payable180 5,652 5,009 1,182 9,337 137 21,497 
Accrued expenses and other liabilitiesAccrued expenses and other liabilities—   —  —  —  18,062  18,071  Accrued expenses and other liabilities47 18,129 18,176 
Asset-backed securities issuedAsset-backed securities issued300,357  1,861,777  1,812,008  464,691  2,417,253  —  6,856,086  Asset-backed securities issued292,484 1,626,564 1,841,313 464,865 2,744,150 6,969,376 
Total LiabilitiesTotal Liabilities$300,587  $1,868,260  $1,817,157  $465,873  $2,425,711  $262,633  $7,140,221  Total Liabilities$292,664 $1,632,263 $1,846,322 $466,047 $2,753,487 $247,264 $7,238,047 
Number of VIEsNumber of VIEs20  10    12   48  Number of VIEs20 10 13 49 
December 31, 2019December 31, 2019Legacy
Sequoia
Sequoia
Choice
Freddie Mac SLSTFreddie Mac
K-Series
CAFLServicing InvestmentTotal
Consolidated
VIEs
December 31, 2019Legacy
Sequoia
Sequoia
Choice
Freddie Mac SLSTFreddie Mac
K-Series
CAFLServicing InvestmentTotal
Consolidated
VIEs
(Dollars in Thousands)(Dollars in Thousands)(Dollars in Thousands)Legacy
Sequoia
Sequoia
Choice
Freddie Mac SLSTFreddie Mac
K-Series
CAFLServicing InvestmentTotal
Consolidated
VIEs
Residential loans, held-for-investmentResidential loans, held-for-investment$407,890  $2,291,463  $2,367,215  $—  $—  $—  $5,066,568  Residential loans, held-for-investment$407,890 $2,291,463 $2,367,215 $$$$5,066,568 
Business purpose residential loans, held-for-investmentBusiness purpose residential loans, held-for-investment—  —  —  —  2,192,552  —  2,192,552  Business purpose residential loans, held-for-investment2,192,552 2,192,552 
Multifamily loans, held-for-investmentMultifamily loans, held-for-investment—  —  —  4,408,524  —  —  4,408,524  Multifamily loans, held-for-investment4,408,524 4,408,524 
Other investmentsOther investments—  —  —  —  —  184,802  184,802  Other investments184,802 184,802 
Cash and cash equivalentsCash and cash equivalents—  —  —  —  —  9,015  9,015  Cash and cash equivalents9,015 9,015 
Restricted cashRestricted cash143  27  —  —  —  21,766  21,936  Restricted cash143 27 21,766 21,936 
Accrued interest receivableAccrued interest receivable655  9,824  7,313  13,539  9,572  4,869  45,772  Accrued interest receivable655 9,824 7,313 13,539 9,572 4,869 45,772 
Other assetsOther assets460  —  445  —  1,795  —  2,700  Other assets460 445 1,795 2,700 
Total AssetsTotal Assets$409,148  $2,301,314  $2,374,973  $4,422,063  $2,203,919  $220,452  $11,931,869  Total Assets$409,148 $2,301,314 $2,374,973 $4,422,063 $2,203,919 $220,452 $11,931,869 
Short-term debtShort-term debt$—  $—  $—  $—  $—  $152,554  $152,554  Short-term debt$$$$$$152,554 $152,554 
Accrued interest payableAccrued interest payable395  7,732  5,374  12,887  7,485  187  34,060  Accrued interest payable395 7,732 5,374 12,887 7,485 187 34,060 
Accrued expenses and other liabilitiesAccrued expenses and other liabilities—  27  —  —  —  14,956  14,983  Accrued expenses and other liabilities27 14,956 14,983 
Asset-backed securities issuedAsset-backed securities issued402,465  2,037,198  1,918,322  4,156,239  2,001,251  —  10,515,475  Asset-backed securities issued402,465 2,037,198 1,918,322 4,156,239 2,001,251 10,515,475 
Total LiabilitiesTotal Liabilities$402,860  $2,044,957  $1,923,696  $4,169,126  $2,008,736  $167,697  $10,717,072  Total Liabilities$402,860 $2,044,957 $1,923,696 $4,169,126 $2,008,736 $167,697 $10,717,072 
Number of VIEsNumber of VIEs20     10   49  Number of VIEs20 10 49 
1718


REDWOOD TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JuneSeptember 30, 2020
(Unaudited)

Note 4. Principles of Consolidation - (continued)
The following table presents income (loss) from these VIEs for the three and sixnine months ended JuneSeptember 30, 2020 and 2019.
Table 4.2 – Income (Loss) from Consolidated VIEs Accounted for as Collateralized Financing Entities
Three Months Ended June 30, 2020Three Months Ended September 30, 2020
Legacy
Sequoia
Sequoia
Choice
Freddie Mac SLSTFreddie Mac
K-Series
CAFLServicing InvestmentTotal
Consolidated
VIEs
Legacy
Sequoia
Sequoia
Choice
Freddie Mac SLSTFreddie Mac
K-Series
CAFLServicing InvestmentTotal
Consolidated
VIEs
(Dollars in Thousands)(Dollars in Thousands)(Dollars in Thousands)Legacy
Sequoia
Sequoia
Choice
Freddie Mac SLSTFreddie Mac
K-Series
CAFLServicing InvestmentTotal
Consolidated
VIEs
Interest incomeInterest income$2,686  $22,565  $21,187  $4,870  $32,978  $4,540  $88,826  Interest income$1,795 $20,919 $21,696 $4,918 $36,181 $4,403 $89,912 
Interest expenseInterest expense(1,518) (19,117) (15,845) (4,378) (24,446) (1,797) (67,101) Interest expense(1,058)(17,828)(15,473)(4,426)(27,499)(1,587)(67,871)
Net interest incomeNet interest income1,168  3,448  5,342  492  8,532  2,743  21,725  Net interest income737 3,091 6,223 492 8,682 2,816 22,041 
Non-interest incomeNon-interest incomeNon-interest income
Investment fair value changes, netInvestment fair value changes, net(230) 39,753  26,867  1,599  16,313  3,292  87,594  Investment fair value changes, net(81)7,851 82,214 2,166 9,692 (422)101,420 
Total non-interest income, netTotal non-interest income, net(230) 39,753  26,867  1,599  16,313  3,292  87,594  Total non-interest income, net(81)7,851 82,214 2,166 9,692 (422)101,420 
General and administrative expensesGeneral and administrative expenses—  —  —  —  —  (712) (712) General and administrative expenses(41)(41)
Other expensesOther expenses—  —  —  —  —  (1,065) (1,065) Other expenses(471)(471)
Income from Consolidated VIEsIncome from Consolidated VIEs$938  $43,201  $32,209  $2,091  $24,845  $4,258  $107,542  Income from Consolidated VIEs$656 $10,942 $88,437 $2,658 $18,374 $1,882 $122,949 
Six Months Ended June 30, 2020Nine Months Ended September 30, 2020
Legacy
Sequoia
Sequoia
Choice
Freddie Mac SLSTFreddie Mac
K-Series
CAFLServicing InvestmentTotal
Consolidated
VIEs
Legacy
Sequoia
Sequoia
Choice
Freddie Mac SLSTFreddie Mac
K-Series
CAFLServicing InvestmentTotal
Consolidated
VIEs
(Dollars in Thousands)(Dollars in Thousands)(Dollars in Thousands)Legacy
Sequoia
Sequoia
Choice
Freddie Mac SLSTFreddie Mac
K-Series
CAFLServicing InvestmentTotal
Consolidated
VIEs
Interest incomeInterest income$5,880  $47,647  $43,173  $45,042  $62,988  $8,623  $213,353  Interest income$7,675 $68,566 $64,869 $49,960 $99,169 $13,026 $303,265 
Interest expenseInterest expense(4,040) (40,627) (32,022) (42,728) (48,101) (3,374) (170,892) Interest expense(5,098)(58,455)(47,495)(47,154)(75,600)(4,961)(238,763)
Net interest incomeNet interest income1,840  7,020�� 11,151  2,314  14,887  5,249  42,461  Net interest income2,577 10,111 17,374 2,806 23,569 8,065 64,502 
Non-interest incomeNon-interest incomeNon-interest income
Investment fair value changes, netInvestment fair value changes, net(621) (29,916) (115,295) (84,910) (51,533) (8,593) (290,868) Investment fair value changes, net(702)(22,065)(33,081)(82,744)(41,841)(9,015)(189,448)
Total non-interest income, netTotal non-interest income, net(621) (29,916) (115,295) (84,910) (51,533) (8,593) (290,868) Total non-interest income, net(702)(22,065)(33,081)(82,744)(41,841)(9,015)(189,448)
General and administrative expensesGeneral and administrative expenses—  —  —  —  —  (743) (743) General and administrative expenses(784)(784)
Other expensesOther expenses—  —  —  —  —  817  817  Other expenses346 346 
Income (Loss) from Consolidated VIEsIncome (Loss) from Consolidated VIEs$1,219  $(22,896) $(104,144) $(82,596) $(36,646) $(3,270) $(248,333) Income (Loss) from Consolidated VIEs$1,875 $(11,954)$(15,707)$(79,938)$(18,272)$(1,388)$(125,384)
Three Months Ended June 30, 2019Three Months Ended September 30, 2019
Legacy
Sequoia
Sequoia
Choice
Freddie Mac SLSTFreddie Mac
K-Series
CAFLServicing InvestmentTotal
Consolidated
VIEs
Legacy
Sequoia
Sequoia
Choice
Freddie Mac SLSTFreddie Mac
K-Series
CAFLServicing InvestmentTotal
Consolidated
VIEs
(Dollars in Thousands)(Dollars in Thousands)(Dollars in Thousands)Legacy
Sequoia
Sequoia
Choice
Freddie Mac SLSTFreddie Mac
K-Series
CAFLServicing InvestmentTotal
Consolidated
VIEs
Interest incomeInterest income$4,776  $26,828  $11,597  $35,917  $—  $3,579  $82,697  Interest income$4,295 $27,555 $11,830 $36,829 $$3,922 $84,431 
Interest expenseInterest expense(3,981) (23,134) (8,557) (34,441) —  (3,401) (73,514) Interest expense(3,452)(23,576)(8,709)(35,328)(2,891)(73,956)
Net interest incomeNet interest income795  3,694  3,040  1,476  —  178  9,183  Net interest income843 3,979 3,121 1,501 1,031 10,475 
Non-interest incomeNon-interest incomeNon-interest income
Investment fair value changes, netInvestment fair value changes, net(123) 2,879  8,037  3,246  —  1,069  15,108  Investment fair value changes, net(407)2,722 17,300 7,445 963 28,023 
Total non-interest income, netTotal non-interest income, net(123) 2,879  8,037  3,246  —  1,069  15,108  Total non-interest income, net(407)2,722 17,300 7,445 963 28,023 
General and administrative expensesGeneral and administrative expenses—  —  —  —  —  (41) (41) General and administrative expenses(16)(16)
Other expensesOther expenses—  —  —  —  —  (242) (242) Other expenses(395)(395)
Income from Consolidated VIEsIncome from Consolidated VIEs$672  $6,573  $11,077  $4,722  $—  $964  $24,008  Income from Consolidated VIEs$436 $6,701 $20,421 $8,946 $$1,583 $38,087 
1819


REDWOOD TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JuneSeptember 30, 2020
(Unaudited)

Note 4. Principles of Consolidation - (continued)
Six Months Ended June 30, 2019Nine Months Ended September 30, 2019
Legacy
Sequoia
Sequoia
Choice
Freddie Mac SLSTFreddie Mac
K-Series
CAFLServicing InvestmentTotal
Consolidated
VIEs
Legacy
Sequoia
Sequoia
Choice
Freddie Mac SLSTFreddie Mac
K-Series
CAFLServicing InvestmentTotal
Consolidated
VIEs
(Dollars in Thousands)(Dollars in Thousands)(Dollars in Thousands)Legacy
Sequoia
Sequoia
Choice
Freddie Mac SLSTFreddie Mac
K-Series
CAFLServicing InvestmentTotal
Consolidated
VIEs
Interest incomeInterest income$9,629  $52,490  $23,391  $57,305  $—  $6,926  $149,741  Interest income$13,924 $80,045 $35,221 $94,134 $$10,847 $234,171 
Interest expenseInterest expense(8,096) (45,247) (17,304) (54,760) —  (7,014) (132,421) Interest expense(11,548)(68,823)(26,013)(90,089)(9,905)(206,378)
Net interest incomeNet interest income1,533  7,243  6,087  2,545  —  (88) 17,320  Net interest income2,376 11,222 9,208 4,045 942 27,793 
Non-interest incomeNon-interest incomeNon-interest income
Investment fair value changes, netInvestment fair value changes, net(497) 6,144  14,402  6,365  —  2,499  28,913  Investment fair value changes, net(904)8,866 31,702 13,810 3,462 56,936 
Total non-interest income, netTotal non-interest income, net(497) 6,144  14,402  6,365  —  2,499  28,913  Total non-interest income, net(904)8,866 31,702 13,810 3,462 56,936 
General and administrative expensesGeneral and administrative expenses—  —  —  —  —  (70) (70) General and administrative expenses(87)(87)
Other expensesOther expenses—  —  —  —  —  (468) (468) Other expenses(864)(864)
Income from Consolidated VIEsIncome from Consolidated VIEs$1,036  $13,387  $20,489  $8,910  $—  $1,873  $45,695  Income from Consolidated VIEs$1,472 $20,088 $40,910 $17,855 $$3,453 $83,778 
We consolidate the assets and liabilities of certain Sequoia and CAFL securitization entities, as we did not meet the GAAP sale criteria at the time we transferred financial assets to these entities. Our involvement in consolidated Sequoia and CAFL entities continues in the following ways: (i) we continue to hold subordinate investments in each entity, and for certain entities, more senior investments; (ii) we maintain certain discretionary rights associated with our sponsorship of, or our subordinate investments in, each entity; and (iii) we continue to hold a right to call the assets of certain entities (once they have been paid down below a specified threshold) at a price equal to, or in excess of, the current outstanding principal amount of the entity’s asset-backed securities issued. These factors have resulted in our continuing to consolidate the assets and liabilities of these Sequoia and CAFL entities in accordance with GAAP.
We consolidate the assets and liabilities of certain Freddie Mac K-Series and SLST securitization trusts resulting from our investment in subordinate securities issued by these trusts, and in the case of certain CAFL securitizations, resulting from securities acquired through our acquisition of CoreVest. Additionally, we consolidate the assets and liabilities of Servicing Investment entities from our investment in servicer advance investments and excess MSRs. In each case, we maintain certain discretionary rights associated with the ownership of these investments that we determined reflected a controlling financial interest, as we have both the power to direct the activities that most significantly impact the economic performance of the VIEs and the right to receive benefits of and the obligation to absorb losses from the VIEs that could potentially be significant to the VIEs.

During the third quarter of 2020, we re-securitized subordinate securities we owned in our consolidated Freddie Mac SLST securitization trusts, through the transfer of these financial assets to a re-securitization trust that we sponsored. We retain a subordinate investment in the re-securitization trust and maintain certain discretionary rights associated with the ownership of this investment that we determined reflected a controlling financial interest in the entity, as we have both the power to direct the activities that most significantly impact the performance of the VIE and the right to receive benefits of and the obligation to absorb losses from the VIE that could potentially be significant to the VIE. At securitization, we issued $210 million of ABS and have elected to account for the ABS issued at amortized cost.
Analysis of Unconsolidated VIEs with Continuing Involvement
Since 2012, we have transferred residential loans to 51 Sequoia securitization entities sponsored by us that are still outstanding as of JuneSeptember 30, 2020, and accounted for these transfers as sales for financial reporting purposes, in accordance with ASC 860. 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 certain of these transfers to securitization entities, for the transferred loans where we held the servicing rights prior to the transfer and continued to hold the servicing rights following the transfer, we recorded mortgage servicing rights ("MSRs") on our consolidated balance sheets, and classified those MSRs as Level 3 assets. We also retained senior and subordinate securities in these securitizations that we classified as Level 3 assets. Our continuing involvement in these securitizations is limited to customary servicing obligations associated with retaining servicing rights (which we retain a third-party sub-servicer to perform) and the receipt of interest income associated with the securities we retained.

1920


REDWOOD TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JuneSeptember 30, 2020
(Unaudited)

Note 4. Principles of Consolidation - (continued)
The following table presents information related to securitization transactions that occurred during the three and sixnine months ended JuneSeptember 30, 2020 and 2019.
Table 4.3 – Securitization Activity Related to Unconsolidated VIEs Sponsored by Redwood
Three Months Ended June 30,Six Months Ended June 30,Three Months Ended September 30,Nine Months Ended September 30,
(In Thousands)(In Thousands)2020201920202019(In Thousands)2020201920202019
Principal balance of loans transferredPrincipal balance of loans transferred$—  $400,836  $1,573,703  $749,093  Principal balance of loans transferred$$366,999 $1,573,703 $1,116,092 
Trading securities retained, at fair valueTrading securities retained, at fair value—  1,792  43,362  3,508  Trading securities retained, at fair value1,228 43,362 4,736 
AFS securities retained, at fair valueAFS securities retained, at fair value—  1,069  3,198  1,954  AFS securities retained, at fair value1,069 3,198 3,023 
The following table summarizes the cash flows during the three and sixnine months ended JuneSeptember 30, 2020 and 2019 between us and the unconsolidated VIEs sponsored by us and accounted for as sales since 2012.
Table 4.4 – Cash Flows Related to Unconsolidated VIEs Sponsored by Redwood
Three Months Ended June 30,Six Months Ended June 30,Three Months Ended September 30,Nine Months Ended September 30,
(In Thousands)(In Thousands)2020201920202019(In Thousands)2020201920202019
Proceeds from new transfersProceeds from new transfers$—  $410,281  $1,610,761  $762,652  Proceeds from new transfers$$376,126 $1,610,761 $1,138,778 
MSR fees receivedMSR fees received2,475  3,105  5,165  6,165  MSR fees received2,280 2,919 7,445 9,084 
Funding of compensating interest, netFunding of compensating interest, net(205) (47) (297) (137) Funding of compensating interest, net(76)(293)(213)
Cash flows received on retained securitiesCash flows received on retained securities6,788  6,743  13,369  14,289  Cash flows received on retained securities5,873 6,603 19,242 20,892 
The following table presents the key weighted-average assumptions used to measure MSRs and securities retained at the date of securitization for securitizations completed during the three and sixnine months ended JuneSeptember 30, 2020 and 2019.
Table 4.5 – Assumptions Related to Assets Retained from Unconsolidated VIEs Sponsored by Redwood
Three Months Ended June 30, 2020Three Months Ended June 30, 2019Three Months Ended September 30, 2020Three Months Ended September 30, 2019
At Date of SecuritizationAt Date of SecuritizationSenior IO SecuritiesSubordinate SecuritiesSenior IO SecuritiesSubordinate SecuritiesAt Date of SecuritizationSenior IO SecuritiesSubordinate SecuritiesSenior IO SecuritiesSubordinate Securities
Prepayment ratesPrepayment ratesN/AN/A16 %15 %Prepayment ratesN/AN/A37 %15 %
Discount ratesDiscount ratesN/AN/A14 %%Discount ratesN/AN/A14 %%
Credit loss assumptionsCredit loss assumptionsN/AN/A0.20 %0.20 %Credit loss assumptionsN/AN/A0.20 %0.20 %
Six Months Ended June 30, 2020Six Months Ended June 30, 2019Nine Months Ended September 30, 2020Nine Months Ended September 30, 2019
At Date of SecuritizationAt Date of SecuritizationSenior IO SecuritiesSubordinate SecuritiesSenior IO SecuritiesSubordinate SecuritiesAt Date of SecuritizationSenior IO SecuritiesSubordinate SecuritiesSenior IO SecuritiesSubordinate Securities
Prepayment ratesPrepayment rates41 %13 %16 %15 %Prepayment rates41 %13 %25 %15 %
Discount ratesDiscount rates16 %%14 %%Discount rates16 %%14 %%
Credit loss assumptionsCredit loss assumptions0.21 %0.22 %0.20 %0.20 %Credit loss assumptions0.21 %0.22 %0.20 %0.20 %

2021


REDWOOD TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JuneSeptember 30, 2020
(Unaudited)

Note 4. Principles of Consolidation - (continued)
The following table presents additional information at JuneSeptember 30, 2020 and December 31, 2019, related to unconsolidated VIEs sponsored by Redwood and accounted for as sales since 2012.
Table 4.6 – Unconsolidated VIEs Sponsored by Redwood
(In Thousands)(In Thousands)June 30, 2020December 31, 2019(In Thousands)September 30, 2020December 31, 2019
On-balance sheet assets, at fair value:On-balance sheet assets, at fair value:On-balance sheet assets, at fair value:
Interest-only, senior and subordinate securities, classified as tradingInterest-only, senior and subordinate securities, classified as trading$25,038  $88,425  Interest-only, senior and subordinate securities, classified as trading$19,878 $88,425 
Subordinate securities, classified as AFSSubordinate securities, classified as AFS117,675  140,649  Subordinate securities, classified as AFS124,132 140,649 
Mortgage servicing rightsMortgage servicing rights18,727  40,254  Mortgage servicing rights14,240 40,254 
Maximum loss exposure (1)
Maximum loss exposure (1)
$161,440  $269,328  
Maximum loss exposure (1)
$158,250 $269,328 
Assets transferred:Assets transferred:Assets transferred:
Principal balance of loans outstandingPrincipal balance of loans outstanding$9,918,493  $10,299,442  Principal balance of loans outstanding$8,571,916 $10,299,442 
Principal balance of loans 30+ days delinquentPrincipal balance of loans 30+ days delinquent291,191  41,809  Principal balance of loans 30+ days delinquent200,910 41,809 
(1)Maximum loss exposure from our involvement with unconsolidated VIEs pertains to the carrying value of our securities and MSRs 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, for example, any potential exposure to representation and warranty claims associated with our initial transfer of loans into a securitization.

The following table presents key economic assumptions for assets retained from unconsolidated VIEs and the sensitivity of their fair values to immediate adverse changes in those assumptions at JuneSeptember 30, 2020 and December 31, 2019.
Table 4.7 – Key Assumptions and Sensitivity Analysis for Assets Retained from Unconsolidated VIEs Sponsored by Redwood
June 30, 2020MSRs
Senior
Securities (1)
Subordinate Securities
September 30, 2020September 30, 2020MSRs
Senior
Securities (1)
Subordinate Securities
(Dollars in Thousands)(Dollars in Thousands)MSRs
Senior
Securities (1)
Subordinate Securities(Dollars in Thousands)MSRs
Senior
Securities (1)
Subordinate Securities
Fair value at June 30, 2020
Fair value at September 30, 2020Fair value at September 30, 2020$14,240 $16,226 $127,783 
Expected life (in years) (2)
Expected life (in years) (2)
4312
Expected life (in years) (2)
3310
Prepayment speed assumption (annual CPR) (2)
Prepayment speed assumption (annual CPR) (2)
21 %28 %24 %
Prepayment speed assumption (annual CPR) (2)
26 %30 %27 %
Decrease in fair value from:Decrease in fair value from:Decrease in fair value from:
10% adverse change10% adverse change$1,477  $1,855  $1,361  10% adverse change$1,105 $1,622 $1,075 
25% adverse change25% adverse change3,435  4,489  4,246  25% adverse change2,678 3,675 3,735 
Discount rate assumption (2)
Discount rate assumption (2)
12 %14 %%
Discount rate assumption (2)
12 %17 %%
Decrease in fair value from:Decrease in fair value from:Decrease in fair value from:
100 basis point increase100 basis point increase$548  $196  $10,543  100 basis point increase$383 $327 $10,219 
200 basis point increase200 basis point increase1,061  652  19,824  200 basis point increase746 638 19,348 
Credit loss assumption (2)
Credit loss assumption (2)
N/A0.22 %0.22 %
Credit loss assumption (2)
N/A0.38 %0.38 %
Decrease in fair value from:Decrease in fair value from:Decrease in fair value from:
10% higher losses10% higher lossesN/A$—  $1,888  10% higher lossesN/A$$2,274 
25% higher losses25% higher lossesN/A—  4,706  25% higher lossesN/A5,500 
2122


REDWOOD TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JuneSeptember 30, 2020
(Unaudited)

Note 4. Principles of Consolidation - (continued)
December 31, 2019December 31, 2019MSRs
Senior
Securities (1)
Subordinate SecuritiesDecember 31, 2019MSRs
Senior
Securities (1)
Subordinate Securities
(Dollars in Thousands)(Dollars in Thousands)(Dollars in Thousands)MSRs
Senior
Securities (1)
Subordinate Securities
Fair value at December 31, 2019Fair value at December 31, 2019$40,254  $48,765  $180,309  Fair value at December 31, 2019$40,254 $48,765 $180,309 
Expected life (in years) (2)
Expected life (in years) (2)
6614
Expected life (in years) (2)
6614
Prepayment speed assumption (annual CPR) (2)
Prepayment speed assumption (annual CPR) (2)
11 %14 %16 %
Prepayment speed assumption (annual CPR) (2)
11 %14 %16 %
Decrease in fair value from:Decrease in fair value from:Decrease in fair value from:
10% adverse change10% adverse change$1,643  $1,908  $205  10% adverse change$1,643 $1,908 $205 
25% adverse change25% adverse change3,913  5,086  1,434  25% adverse change3,913 5,086 1,434 
Discount rate assumption (2)
Discount rate assumption (2)
11 %12 %%
Discount rate assumption (2)
11 %12 %%
Decrease in fair value from:Decrease in fair value from:Decrease in fair value from:
100 basis point increase100 basis point increase$1,447  $1,079  $18,127  100 basis point increase$1,447 $1,079 $18,127 
200 basis point increase200 basis point increase2,795  2,482  33,630  200 basis point increase2,795 2,482 33,630 
Credit loss assumption (2)
Credit loss assumption (2)
N/A0.21 %0.21 %
Credit loss assumption (2)
N/A0.21 %0.21 %
Decrease in fair value from:Decrease in fair value from:Decrease in fair value from:
10% higher losses10% higher lossesN/A$—  $1,804  10% higher lossesN/A$$1,804 
25% higher losses25% higher lossesN/A—  4,520  25% higher lossesN/A4,520 

(1)Senior securities included $22$16 million and $49 million of interest-only securities at JuneSeptember 30, 2020 and December 31, 2019, respectively.
(2)Expected life, prepayment speed assumption, discount rate assumption, and credit loss assumption presented in the tables above represent weighted averages.

Analysis of Unconsolidated 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 and other investments 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 interests in third-party VIEs at JuneSeptember 30, 2020 and December 31, 2019, grouped by asset type.
Table 4.8 – Third-Party Sponsored VIE Summary
(In Thousands)(In Thousands)June 30, 2020December 31, 2019(In Thousands)September 30, 2020December 31, 2019
Mortgage-Backed SecuritiesMortgage-Backed SecuritiesMortgage-Backed Securities
SeniorSenior$11,336  $127,094  Senior$11,865 $127,094 
MezzanineMezzanine—  508,195  Mezzanine2,016 508,195 
SubordinateSubordinate162,387  235,510  Subordinate193,445 235,510 
Total Mortgage-Backed SecuritiesTotal Mortgage-Backed Securities173,723  870,799  Total Mortgage-Backed Securities207,326 870,799 
Excess MSRExcess MSR15,883  16,216  Excess MSR15,205 16,216 
Total Investments in Third-Party Sponsored VIEsTotal Investments in Third-Party Sponsored VIEs$189,606  $887,015  Total Investments in Third-Party Sponsored VIEs$222,531 $887,015 
We determined that we are not the primary beneficiary of these third-party VIEs, 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 solely 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 them.
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.

22
23


REDWOOD TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JuneSeptember 30, 2020
(Unaudited)


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” at the measurement date, 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. 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.

2324


REDWOOD TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JuneSeptember 30, 2020
(Unaudited)

Note 5. Fair Value of Financial Instruments - (continued)
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 JuneSeptember 30, 2020 and December 31, 2019.

Table 5.1 – Carrying Values and Fair Values of Assets and Liabilities
June 30, 2020December 31, 2019September 30, 2020December 31, 2019
Carrying
Value
Fair
Value
Carrying
Value
Fair
Value
Carrying
Value
Fair
Value
Carrying
Value
Fair
Value
(In Thousands)(In Thousands)Carrying
Value
Fair
Value
AssetsAssetsAssets
Residential loans, held-for-sale at fair valueResidential loans, held-for-sale at fair value$20,098  $20,098  $536,385  $536,509  Residential loans, held-for-sale at fair value$105,091 $105,091 $536,385 $536,509 
Residential loans, held-for-investmentResidential loans, held-for-investment4,514,131  4,514,131  7,178,465  7,178,465  Residential loans, held-for-investment4,389,808 4,389,808 7,178,465 7,178,465 
Business purpose residential loans, held-for-saleBusiness purpose residential loans, held-for-sale379,795  379,795  331,565  331,565  Business purpose residential loans, held-for-sale285,549 285,549 331,565 331,565 
Business purpose residential loans, held-for-investmentBusiness purpose residential loans, held-for-investment3,402,405  3,402,405  3,175,178  3,175,178  Business purpose residential loans, held-for-investment3,670,552 3,670,552 3,175,178 3,175,178 
Multifamily loansMultifamily loans489,075  489,075  4,408,524  4,408,524  Multifamily loans491,415 491,415 4,408,524 4,408,524 
Real estate securitiesReal estate securities351,335 351,335 1,099,874 1,099,874 
Trading securities142,699  142,699  860,540  860,540  
Available-for-sale securities173,737  173,737  239,334  239,334  
Servicer advance investments (1)
Servicer advance investments (1)
266,948  266,948  169,204  169,204  
Servicer advance investments (1)
258,621 258,621 169,204 169,204 
MSRs (1)
MSRs (1)
19,661  19,661  42,224  42,224  
MSRs (1)
14,878 14,878 42,224 42,224 
Excess MSRs (1)
Excess MSRs (1)
36,197  36,197  31,814  31,814  
Excess MSRs (1)
35,070 35,070 31,814 31,814 
Shared home appreciation options (1)
Shared home appreciation options (1)
40,851  40,851  45,085  45,085  
Shared home appreciation options (1)
41,758 41,758 45,085 45,085 
Cash and cash equivalentsCash and cash equivalents528,612  528,612  196,966  196,966  Cash and cash equivalents450,684 450,684 196,966 196,966 
Restricted cashRestricted cash44,496  44,496  93,867  93,867  Restricted cash73,594 73,594 93,867 93,867 
Accrued interest receivable44,134  44,134  71,058  71,058  
Derivative assetsDerivative assets357  357  35,701  35,701  Derivative assets14,709 14,709 35,701 35,701 
REO (2)
REO (2)
9,780  10,014  9,462  10,389  
REO (2)
8,535 9,654 9,462 10,389 
Margin receivable (2)
Margin receivable (2)
2,746  2,746  209,776  209,776  
Margin receivable (2)
3,809 3,809 209,776 209,776 
FHLBC stock (2)
FHLBC stock (2)
5,000  5,000  43,393  43,393  
FHLBC stock (2)
5,000 5,000 43,393 43,393 
Guarantee asset (2)
Guarantee asset (2)
770  770  1,686  1,686  
Guarantee asset (2)
579 579 1,686 1,686 
Pledged collateral (2)
Pledged collateral (2)
33,105  33,105  32,945  32,945  
Pledged collateral (2)
8,172 8,172 32,945 32,945 
LiabilitiesLiabilitiesLiabilities
Short-term debt facilities$418,370  $418,370  $2,176,591  $2,176,591  
Short-term debt - servicer advance financing244,437  244,437  152,554  152,554  
Accrued interest payable37,024  37,024  60,655  60,655  
Short-term debtShort-term debt$482,761 $482,761 $2,329,145 $2,329,145 
Margin payable (3)
Margin payable (3)
—  —  1,700  1,700  
Margin payable (3)
1,700 1,700 
Guarantee obligation (3)
Guarantee obligation (3)
12,350  10,995  14,009  13,754  
Guarantee obligation (3)
11,264 10,185 14,009 13,754 
Contingent consideration (3)
Contingent consideration (3)
14,953  14,953  28,484  28,484  
Contingent consideration (3)
28,484 28,484 
Derivative liabilitiesDerivative liabilities1,932  1,932  163,424  163,424  Derivative liabilities1,612 1,612 163,424 163,424 
ABS issued at fair value6,856,086  6,856,086  10,515,475  10,515,475  
ABS issued, netABS issued, net
Fair valueFair value6,969,376 6,969,376 10,515,475 10,515,475 
Amortized costAmortized cost203,022 207,812 
FHLBC long-term borrowingsFHLBC long-term borrowings1,000  1,000  1,999,999  1,999,999  FHLBC long-term borrowings1,000 1,000 1,999,999 1,999,999 
Other long-term debt, netOther long-term debt, net1,088,609  1,082,327  183,520  184,666  Other long-term debt, net886,054 885,172 183,520 184,666 
Convertible notes, netConvertible notes, net509,868  469,360  631,125  661,985  Convertible notes, net510,472 476,071 631,125 661,985 
Trust preferred securities and subordinated notes, netTrust preferred securities and subordinated notes, net138,651  55,800  138,628  99,045  Trust preferred securities and subordinated notes, net138,663 73,238 138,628 99,045 
(1)These investments are included in Other investments on our consolidated balance sheets.
(2)These assets are included in Other assets on our consolidated balance sheets.
(3)These liabilities are included in Accrued expenses and other liabilities on our consolidated balance sheets.
24


REDWOOD TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2020
(Unaudited)

Note 5. Fair Value of Financial Instruments - (continued)
During the three and sixnine months ended JuneSeptember 30, 2020, we elected the fair value option for $10$18 million and $78$96 million of securities, respectively, $58$172 million and $2.69$2.86 billion of residential loans (principal balance), respectively, $230$260 million and $696$956 million of business purpose residential loans (principal balance), respectively, $21 million0 and $179 million of servicer advance investments, respectively, $2 million0 and $11 million of excess MSRs, respectively, and 0 and $4 million of shared home appreciation options, respectively. We anticipate electing the fair value option for all future purchases of residential and business purpose residential loans that we intend to sell to third parties or transfer to securitizations, as well as for certain securities we purchase, including IO securities and fixed-rate securities rated investment grade or higher.
25


REDWOOD TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2020
(Unaudited)

Note 5. Fair Value of Financial Instruments - (continued)
The following table presents the assets and liabilities that are reported at fair value on our consolidated balance sheets on a recurring basis at JuneSeptember 30, 2020 and December 31, 2019, as well as the fair value hierarchy of the valuation inputs used to measure fair value.
Table 5.2 – Assets and Liabilities Measured at Fair Value on a Recurring Basis
June 30, 2020Carrying
Value
Fair Value Measurements Using
September 30, 2020September 30, 2020Carrying
Value
Fair Value Measurements Using
(In Thousands)(In Thousands)Carrying
Value
Level 1Level 2Level 3(In Thousands)Carrying
Value
Level 1Level 2Level 3
AssetsAssetsAssets
Residential loansResidential loans$4,534,229  $—  $—  $4,534,229  Residential loans$4,494,899 $$$4,494,899 
Business purpose residential loansBusiness purpose residential loans3,782,200  —  —  3,782,200  Business purpose residential loans3,956,101 3,956,101 
Multifamily loansMultifamily loans489,075  —  —  489,075  Multifamily loans491,415 491,415 
Trading securities142,699  —  —  142,699  
Available-for-sale securities173,737  —  —  173,737  
Real estate securitiesReal estate securities351,335 351,335 
Servicer advance investmentsServicer advance investments266,948  —  —  266,948  Servicer advance investments258,621 258,621 
MSRsMSRs19,661  —  —  19,661  MSRs14,878 14,878 
Excess MSRsExcess MSRs36,197  —  —  36,197  Excess MSRs35,070 35,070 
Shared home appreciation optionsShared home appreciation options40,851  —  —  40,851  Shared home appreciation options41,758 41,758 
Derivative assetsDerivative assets357  —  —  357  Derivative assets14,709 464 3,472 10,773 
Pledged collateralPledged collateral33,105  33,105  —  —  Pledged collateral8,172 8,172 
FHLBC stockFHLBC stock5,000  —  5,000  —  FHLBC stock5,000 5,000 
Guarantee assetGuarantee asset770  —  —  770  Guarantee asset579 579 
LiabilitiesLiabilitiesLiabilities
Derivative liabilitiesDerivative liabilities$1,932  $—  $—  $1,932  Derivative liabilities$1,612 $263 $15 $1,334 
ABS issuedABS issued6,856,086  —  —  6,856,086  ABS issued6,969,376 6,969,376 
2526


REDWOOD TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JuneSeptember 30, 2020
(Unaudited)

Note 5. Fair Value of Financial Instruments - (continued)
December 31, 2019December 31, 2019Carrying
Value
Fair Value Measurements UsingDecember 31, 2019Carrying
Value
Fair Value Measurements Using
(In Thousands)(In Thousands)Level 1Level 2Level 3(In Thousands)Carrying
Value
Level 1Level 2Level 3
AssetsAssetsAssets
Residential loansResidential loans$7,714,745  $—  $—  $7,714,745  Residential loans$7,714,745 $$$7,714,745 
Business purpose residential loansBusiness purpose residential loans3,506,743  —  —  3,506,743  Business purpose residential loans3,506,743 3,506,743 
Multifamily loansMultifamily loans4,408,524  —  —  4,408,524  Multifamily loans4,408,524 4,408,524 
Trading securities860,540  —  —  860,540  
Available-for-sale securities239,334  —  —  239,334  
Real estate securitiesReal estate securities1,099,874 1,099,874 
Servicer advance investmentsServicer advance investments169,204  —  —  169,204  Servicer advance investments169,204 169,204 
MSRsMSRs42,224  —  —  42,224  MSRs42,224 42,224 
Excess MSRsExcess MSRs31,814  —  —  31,814  Excess MSRs31,814 31,814 
Shared home appreciation optionsShared home appreciation options45,085  —  —  45,085  Shared home appreciation options45,085 45,085 
Derivative assetsDerivative assets35,701  6,531  19,020  10,150  Derivative assets35,701 6,531 19,020 10,150 
Pledged collateralPledged collateral32,945  32,945  —  —  Pledged collateral32,945 32,945 
FHLBC stockFHLBC stock43,393  —  43,393  —  FHLBC stock43,393 43,393 
Guarantee assetGuarantee asset1,686  —  —  1,686  Guarantee asset1,686 1,686 
LiabilitiesLiabilitiesLiabilities
Contingent considerationContingent consideration$28,484  $—  $—  $28,484  Contingent consideration$28,484 $$$28,484 
Derivative liabilitiesDerivative liabilities163,424  13,368  148,766  1,290  Derivative liabilities163,424 13,368 148,766 1,290 
ABS issuedABS issued10,515,475  —  —  10,515,475  ABS issued10,515,475 10,515,475 
The following table presents additional information about Level 3 assets and liabilities measured at fair value on a recurring basis for the sixnine months ended JuneSeptember 30, 2020.
Table 5.3 – Changes in Level 3 Assets and Liabilities Measured at Fair Value on a Recurring Basis
AssetsAssets
Residential LoansBusiness Purpose
Residential Loans
Multifamily LoansTrading SecuritiesAFS
Securities
Servicer Advance InvestmentsMSRsExcess MSRsShared Home Appreciation OptionsResidential LoansBusiness Purpose
Residential Loans
Multifamily LoansTrading SecuritiesAFS
Securities
Servicer Advance InvestmentsMSRsExcess MSRsShared Home Appreciation Options
(In Thousands)(In Thousands)(In Thousands)Residential LoansBusiness Purpose
Residential Loans
Multifamily LoansTrading SecuritiesAFS
Securities
Servicer Advance InvestmentsMSRsExcess MSRsShared Home Appreciation Options
Beginning balance -
December 31, 2019
Beginning balance -
December 31, 2019
$7,714,745  $3,506,743  $4,408,524  $860,540  $239,334  $169,204  $42,224  $31,814  $45,085  Beginning balance -
December 31, 2019
$7,714,745 $3,506,743 $4,408,524 $860,540 $239,334 $169,204 $42,224 $31,814 $45,085 
AcquisitionsAcquisitions2,751,590  —  —  77,889  31,181  179,419  —  10,906  3,517  Acquisitions2,927,697 96,318 56,664 179,419 10,906 3,517 
OriginationsOriginations—  721,054  —  —  —  —  —  —  —  Originations982,315 
SalesSales(4,695,048) (44,172) —  (566,537) (55,193) —  —  —  —  Sales(4,783,682)(53,434)(579,466)(55,193)
Principal paydownsPrincipal paydowns(907,360) (272,052) (5,830) (8,114) (8,293) (75,477) —  —  (1,080) Principal paydowns(1,210,117)(489,243)(5,830)(8,502)(10,345)(83,124)(2,558)
DeconsolidationsDeconsolidations—  —  (3,849,779) —  —  —  —  —  —  Deconsolidations(3,849,779)
Gains (losses) in net income (loss), netGains (losses) in net income (loss), net(328,313) (121,961) (63,840) (221,079) (33,292) (6,198) (22,563) (6,523) (6,671) Gains (losses) in net income (loss), net(152,145)16,246 (61,500)(224,728)(23,287)(6,878)(27,346)(7,650)(4,286)
Other settlements, net (1)
Other settlements, net (1)
(1,385) (7,412) —  —  —  —  —  —  —  
Other settlements, net (1)
(1,599)(6,526)
Ending balance -
June 30, 2020
$4,534,229  $3,782,200  $489,075  $142,699  $173,737  $266,948  $19,661  $36,197  $40,851  
Ending balance -
September 30, 2020
Ending balance -
September 30, 2020
$4,494,899 $3,956,101 $491,415 $144,162 $207,173 $258,621 $14,878 $35,070 $41,758 
2627


REDWOOD TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JuneSeptember 30, 2020
(Unaudited)

Note 5. Fair Value of Financial Instruments - (continued)
Table 5.3 – Changes in Level 3 Assets and Liabilities Measured at Fair Value on a Recurring Basis (continued)
AssetsLiabilitiesAssetsLiabilities
Guarantee Asset
Derivatives (2)
Contingent ConsiderationABS
Issued
Guarantee Asset
Derivatives (2)
Contingent ConsiderationABS
Issued
(In Thousands)(In Thousands)(In Thousands)
Derivatives (2)
ABS
Issued
Beginning balance - December 31, 2019Beginning balance - December 31, 2019$1,686  $8,860  $28,484  $10,515,475  Beginning balance - December 31, 2019$1,686 $8,860 $28,484 $10,515,475 
AcquisitionsAcquisitions—  —  —  827,645  Acquisitions1,137,656 
Principal paydownsPrincipal paydowns—  —  (13,353) (673,324) Principal paydowns(13,353)(1,035,359)
DeconsolidationsDeconsolidations—  —  —  (3,706,789) Deconsolidations(3,706,789)
Gains (losses) in net income (loss), netGains (losses) in net income (loss), net(916) 20,643  (446) (106,921) Gains (losses) in net income (loss), net(1,107)34,620 (446)58,393 
Other settlements, net (1)
Other settlements, net (1)
—  (31,078) (14,685) —  
Other settlements, net (1)
(34,041)(14,685)
Ending balance - June 30, 2020$770  $(1,575) $—  $6,856,086  
Ending balance - September 30, 2020Ending balance - September 30, 2020$579 $9,439 $$6,969,376 
(1)    Other settlements, net for residential and business purpose residential loans represents the transfer of loans to REO, and for derivatives, the settlement of forward sale commitments and the transfer of the fair value of loan purchase or interest rate lock commitments at the time loans are acquired to the basis of residential and single-family rental loans. Other settlements, net for contingent consideration reflects the reclassification from a contingent liability to a deferred liability during the period due to an amendment in the underlying agreement. See Note 16 for further discussion.
(2)    For the purpose of this presentation, derivative assets and liabilities, which consist of loan purchase commitments and interest rate lock commitments, are presented on a net basis.

2728


REDWOOD TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JuneSeptember 30, 2020
(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 (loss) that were attributable to Level 3 assets and liabilities recorded at fair value on a recurring basis and held at JuneSeptember 30, 2020 and 2019. Gains or losses incurred on assets or liabilities sold, matured, called, or fully written down during the three and sixnine months ended JuneSeptember 30, 2020 and 2019 are not included in this presentation.
Table 5.4 – Portion of Net Gains (Losses) Attributable to Level 3 Assets and Liabilities Still Held at JuneSeptember 30, 2020 and 2019 Included in Net Income
Included in Net IncomeIncluded in Net Income
Three Months Ended June 30,Six Months Ended June 30,Three Months Ended September 30,Nine Months Ended September 30,
(In Thousands)(In Thousands)2020201920202019(In Thousands)2020201920202019
AssetsAssetsAssets
Residential loans at RedwoodResidential loans at Redwood$(359) $48,575  $(746) $80,615  Residential loans at Redwood$(107)$17,771 $(865)$82,408 
Business purpose residential loansBusiness purpose residential loans31,187  3,038  (21,026) 4,032  Business purpose residential loans21,155 584 17,901 4,069 
Net investments in consolidated Sequoia entities (1)
Net investments in consolidated Sequoia entities (1)
39,558  2,487  (30,502) 5,191  
Net investments in consolidated Sequoia entities (1)
7,700 1,860 (22,802)7,051 
Net investments in consolidated Freddie Mac SLST entities (1)
Net investments in consolidated Freddie Mac SLST entities (1)
26,867  8,037  (115,295) 14,402  
Net investments in consolidated Freddie Mac SLST entities (1)
82,209 17,300 (33,087)31,702 
Net investments in consolidated Freddie Mac K-Series entities (1)
Net investments in consolidated Freddie Mac K-Series entities (1)
1,599  3,246  (13,180) 6,365  
Net investments in consolidated Freddie Mac K-Series entities (1)
2,165 7,445 (11,014)13,810 
Net investments in consolidated CAFL entities (1)
Net investments in consolidated CAFL entities (1)
17,125  —  (50,721) —  
Net investments in consolidated CAFL entities (1)
9,673 (41,048)
Trading securitiesTrading securities30,647  17,771  (79,633) 38,658  Trading securities(3,549)11,206 (80,358)33,196 
Servicer advance investmentsServicer advance investments(136) 432  (6,198) 1,440  Servicer advance investments25 1,585 (6,172)3,025 
MSRsMSRs(1,591) (7,334) (16,507) (11,518) MSRs(2,376)(5,892)(16,798)(16,971)
Excess MSRsExcess MSRs2,971  (66) (6,523) (502) Excess MSRs(1,127)(1,634)(7,650)(2,137)
Shared home appreciation optionsShared home appreciation options884  —  (6,670) —  Shared home appreciation options2,384 29 (4,286)29 
Loan purchase and interest rate lock commitmentsLoan purchase and interest rate lock commitments357  5,534  357  5,567  Loan purchase and interest rate lock commitments10,791 4,678 10,773 4,757 
Other assets - Guarantee assetOther assets - Guarantee asset(135) (277) (916) (196) Other assets - Guarantee asset(191)(216)(1,107)(834)
LiabilitiesLiabilitiesLiabilities
Loan purchase commitmentsLoan purchase commitments$2,137  $(756) $(1,634) $(772) Loan purchase commitments$420 $(1,668)$(1,334)$(1,669)
(1)    Represents the portion of net gains or losses included in our consolidated statements of income (loss) related to loans and the associated ABS issued at our consolidated securitization entities held at JuneSeptember 30, 2020 and 2019, which netted together represent the change in value of our investments at the consolidated VIEs.
The following table presents information on assets recorded at fair value on a non-recurring basis at JuneSeptember 30, 2020. This table does not include the carrying value and gains or losses associated with the asset types below that were not recorded at fair value on our consolidated balance sheets at JuneSeptember 30, 2020.
Table 5.5 – Assets and Liabilities Measured at Fair Value on a Non-Recurring Basis at JuneSeptember 30, 2020
Gain (Loss) forGain (Loss) for
June 30, 2020Carrying
Value
Fair Value Measurements UsingThree Months EndedSix Months Ended
September 30, 2020September 30, 2020Carrying
Value
Fair Value Measurements UsingThree Months EndedNine Months Ended
(In Thousands)(In Thousands)Carrying
Value
Level 1Level 2Level 3June 30, 2020June 30, 2020(In Thousands)Carrying
Value
Level 1Level 2Level 3September 30, 2020September 30, 2020
AssetsAssetsAssets
REOREO$1,712  $—  $—  $1,712  $(36) $(31) REO$3,523 $$$3,523 $(805)$(840)
2829


REDWOOD TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JuneSeptember 30, 2020
(Unaudited)

Note 5. Fair Value of Financial Instruments - (continued)
The following table presents the net market valuation gains and losses recorded in each line item of our consolidated statements of income for the three and sixnine months ended JuneSeptember 30, 2020 and 2019.
Table 5.6 – Market Valuation Gains and Losses, Net
Three Months Ended June 30,Six Months Ended June 30,Three Months Ended September 30,Nine Months Ended September 30,
(In Thousands)(In Thousands)2020201920202019(In Thousands)2020201920202019
Mortgage Banking Activities, NetMortgage Banking Activities, NetMortgage Banking Activities, Net
Residential loans held-for-sale, at fair valueResidential loans held-for-sale, at fair value$(2,014) $3,379  $(15,494) $6,912  Residential loans held-for-sale, at fair value$(478)$(6,623)$(15,972)$289 
Residential loan purchase and forward sale commitmentsResidential loan purchase and forward sale commitments621  16,888  22,056  28,199  Residential loan purchase and forward sale commitments13,067 12,943 35,123 41,142 
Single-family rental loans held-for-sale, at fair valueSingle-family rental loans held-for-sale, at fair value1,210  1,313  12,677  2,917  Single-family rental loans held-for-sale, at fair value43,191 1,283 55,868 4,200 
Single-family rental loan purchase and interest rate lock commitmentsSingle-family rental loan purchase and interest rate lock commitments—  569  341  709  Single-family rental loan purchase and interest rate lock commitments564 341 1,273 
Residential bridge loansResidential bridge loans(1,260) 1,012  (5,194) 1,098  Residential bridge loans938 1,010 (4,256)2,108 
Risk management derivatives, netRisk management derivatives, net—  (7,431) (52,832) (12,415) Risk management derivatives, net(99)(2,972)(52,931)(15,387)
Total mortgage banking activities, net (1)
Total mortgage banking activities, net (1)
$(1,443) $15,730  $(38,446) $27,420  
Total mortgage banking activities, net (1)
$56,619 $6,205 $18,173 $33,625 
Investment Fair Value Changes, NetInvestment Fair Value Changes, NetInvestment Fair Value Changes, Net
Residential loans held-for-investment, at RedwoodResidential loans held-for-investment, at Redwood$104  $35,548  $(93,532) $63,656  Residential loans held-for-investment, at Redwood$218 $7,667 $(93,314)$71,323 
Single-family rental loans held-for-investmentSingle-family rental loans held-for-investment2,222  —  (20,806) —  Single-family rental loans held-for-investment22 (20,806)22 
Residential bridge loans held-for-investmentResidential bridge loans held-for-investment21,774  (318) (16,828) (621) Residential bridge loans held-for-investment6,812 (742)(10,016)(1,363)
Trading securitiesTrading securities42,246  18,442  (221,079) 40,302  Trading securities(3,600)15,275 (224,679)55,577 
Servicer advance investmentsServicer advance investments(136) 432  (6,198) 1,440  Servicer advance investments26 1,585 (6,172)3,025 
Excess MSRsExcess MSRs2,971  (65) (6,523) (502) Excess MSRs(1,127)(1,635)(7,650)(2,137)
Net investments in Legacy Sequoia entities (2)
Net investments in Legacy Sequoia entities (2)
(230) (123) (621) (497) 
Net investments in Legacy Sequoia entities (2)
(81)(407)(702)(904)
Net investments in Sequoia Choice entities (2)
Net investments in Sequoia Choice entities (2)
39,753  2,879  (29,916) 6,144  
Net investments in Sequoia Choice entities (2)
7,851 2,722 (22,065)8,866 
Net investments in Freddie Mac SLST entities (2)
Net investments in Freddie Mac SLST entities (2)
26,867  8,037  (115,295) 14,402  
Net investments in Freddie Mac SLST entities (2)
82,214 17,300 (33,081)31,702 
Net investments in Freddie Mac K-Series entities (2)
Net investments in Freddie Mac K-Series entities (2)
1,599  3,246  (84,910) 6,365  
Net investments in Freddie Mac K-Series
entities (2)
2,166 7,445 (82,744)13,810 
Net investments in CAFL entities (2)
Net investments in CAFL entities (2)
17,125  —  (50,721) —  
Net investments in CAFL entities (2)
9,673 (41,048)
Other investmentsOther investments(2,121) (200) (11,562) (277) Other investments2,451 (355)(9,111)(632)
Risk management derivatives, netRisk management derivatives, net—  (64,740) (59,142) (107,115) Risk management derivatives, net(37,433)(59,142)(144,548)
Credit recoveries (losses) on AFS securitiesCredit recoveries (losses) on AFS securities54  —  (1,471) —  Credit recoveries (losses) on AFS securities444 (1,027)
Total investment fair value changes, netTotal investment fair value changes, net$152,228  $3,138  $(718,604) $23,297  Total investment fair value changes, net$107,047 $11,444 $(611,557)$34,741 
Other IncomeOther IncomeOther Income
MSRsMSRs$(3,955) $(8,653) $(22,563) $(13,753) MSRs$(4,783)$(7,489)$(27,346)$(21,243)
Risk management derivatives, netRisk management derivatives, net—  6,517  13,966  8,768  Risk management derivatives, net4,389 13,966 13,157 
Gain on re-measurement of 5 Arches investmentGain on re-measurement of 5 Arches investment—  —  —  2,440  Gain on re-measurement of 5 Arches investment2,440 
Total other income (3)
Total other income (3)
$(3,955) $(2,136) $(8,597) $(2,545) 
Total other income (3)
$(4,783)$(3,100)$(13,380)$(5,646)
Total Market Valuation Gains (Losses), NetTotal Market Valuation Gains (Losses), Net$146,830  $16,732  $(765,647) $48,172  Total Market Valuation Gains (Losses), Net$158,883 $14,549 $(606,764)$62,720 
(1)Mortgage banking activities, net presented above does not include fee income from loan originations or acquisitions, provisions for repurchases expense, and other expenses that are components of Mortgage banking activities, net presented on our consolidated statements of income (loss), as these amounts do not represent market valuation changes.
(2)Includes changes in fair value of the residential loans held-for-investment, REO and the ABS issued at the entities, which netted together represent the change in value of our investments at the consolidated VIEs.
(3)Other income presented above does not include net MSR fee income or provisions for repurchases for MSRs, as these amounts do not represent market valuation adjustments.

2930


REDWOOD TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JuneSeptember 30, 2020
(Unaudited)

Note 5. Fair Value of Financial Instruments - (continued)
At JuneSeptember 30, 2020, our valuation policy and processes had not changed from those described in our Annual Report on Form 10-K for the year ended December 31, 2019. The following table provides quantitative information about the significant unobservable inputs used in the valuation of our Level 3 assets and liabilities measured at fair value.
Table 5.7 – Fair Value Methodology for Level 3 Financial Instruments
June 30, 2020Fair
Value
Input Values
September 30, 2020September 30, 2020Fair
Value
Input Values
(Dollars in Thousands, except Input Values)(Dollars in Thousands, except Input Values)Fair
Value
Unobservable InputRange
Weighted
Average(5)
(Dollars in Thousands, except Input Values)Fair
Value
Unobservable InputRange
Weighted
Average(1)
AssetsAssetsAssets
Residential loans, at fair value:Residential loans, at fair value:Residential loans, at fair value:
Jumbo fixed-rate loansJumbo fixed-rate loans$6,312 Prepayment rate (annual CPR)20 -20 %20 %
Whole loan spread to swap rate350 -350 bps350 bps
Jumbo loans committed to sellJumbo loans committed to sell$20,199  Whole loan committed sales price$101.00  -$101.00  $101.00  Jumbo loans committed to sell98,779 Whole loan committed sales price$101.61 -$103.40 $103.23 
Loans held by Legacy Sequoia (1)(2)
Loans held by Legacy Sequoia (1)(2)
304,632  Liability priceN/AN/A
Loans held by Legacy Sequoia (1)(2)
296,765 Liability priceN/AN/A
Loans held by Sequoia Choice (1)(2)
Loans held by Sequoia Choice (1)(2)
2,064,388  Liability priceN/AN/A
Loans held by Sequoia Choice (1)(2)
1,836,361 Liability priceN/AN/A
Loans held by Freddie Mac SLST (1)(2)
Loans held by Freddie Mac SLST (1)(2)
2,145,111  Liability priceN/AN/A
Loans held by Freddie Mac SLST (1)(2)
2,256,682 Liability priceN/AN/A
Business purpose residential loans:Business purpose residential loans:Business purpose residential loans:
Single-family rental loansSingle-family rental loans379,795  Senior credit spread230  -230  bps230  bpsSingle-family rental loans285,549 Senior credit spread130 -130 bps130 bps
Subordinate credit spread300  -2,450  bps772  bpsSubordinate credit spread200 -1,600 bps551 bps
Senior credit support31  -36  %34  %Senior credit support30 -32 %31 %
IO discount rate10  -10  %10  %IO discount rate-%%
Prepayment rate (annual CPR) - % %Prepayment rate (annual CPR)-%%
Non-securitizable loan dollar price$101 -$101 $101 
Single-family rental loans held by CAFLSingle-family rental loans held by CAFL2,615,038  Liability priceN/AN/ASingle-family rental loans held by CAFL2,969,692 Liability priceN/AN/A
Residential bridge loansResidential bridge loans787,367  Discount rate -17  %11  %Residential bridge loans700,860 Discount rate-12 %%
Non-performing loan dollar price$-$100 $89 
Multifamily loans held by Freddie Mac K-Series (1)
489,075  Liability priceN/AN/A
Multifamily loans held by Freddie Mac K-Series (2)
Multifamily loans held by Freddie Mac K-Series (2)
491,415 Liability priceN/AN/A
Trading and AFS securitiesTrading and AFS securities316,436  Discount rate -21  %10   %Trading and AFS securities351,335 Discount rate-34 % %
Prepayment rate (annual CPR)-65 %24  %
Prepayment rate (annual CPR) -65  %17   %Default rate-26 % %
Default rate—  -15  %  %Loss severity-50 %19  %
Loss severity—  -50  %16   %CRT dollar price$49 -$103 $84 
Servicer advance investmentsServicer advance investments266,948  Discount rate - % %Servicer advance investments258,621 Discount rate-%%
Prepayment rate (annual CPR) -14  %14  %Prepayment rate (annual CPR)-14 %13 %
Expected remaining life (2)
2-2years2years
Expected remaining life (3)
1-2years2years
Mortgage servicing income -13  bps10  bpsMortgage servicing income-16 bpsbps
MSRsMSRs19,661  Discount rate12  -12  %12   %MSRs14,878 Discount rate12 -12 %12  %
Prepayment rate (annual CPR) -62  %21   %Prepayment rate (annual CPR)-97 %26  %
Per loan annual cost to service$95  -$95  $95  Per loan annual cost to service$95 -$95 $95 
Excess MSRsExcess MSRs36,197  Discount rate15  -20  %18  %Excess MSRs35,070 Discount rate15 -21 %18 %
Prepayment rate (annual CPR)10  -14  %12  %Prepayment rate (annual CPR)10 -13 %11 %
Excess mortgage servicing income -17  bps12  bpsExcess mortgage servicing income-17 bps12 bps
3031


REDWOOD TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JuneSeptember 30, 2020
(Unaudited)

Note 5. Fair Value of Financial Instruments - (continued)
Table 5.7 – Fair Value Methodology for Level 3 Financial Instruments (continued)
June 30, 2020Fair
Value
Input Values
September 30, 2020September 30, 2020Fair
Value
Input Values
(Dollars in Thousands, except Input Values)(Dollars in Thousands, except Input Values)Fair
Value
Unobservable InputRange
Weighted
Average (4)
(Dollars in Thousands, except Input Values)Fair
Value
Unobservable InputRange
Weighted
Average (1)
Assets (continued)Assets (continued)Assets (continued)
Shared home appreciation optionsShared home appreciation options$40,851  Discount rate17  -17  %17  %Shared home appreciation options$41,758 Discount rate16 -16 %16 %
Prepayment rate (annual CPR) -28  %21  %Prepayment rate (annual CPR)-26 %19 %
Home price appreciation - % %Home price appreciation-%%
Guarantee assetGuarantee asset781  Discount rate13  -13  %13  %Guarantee asset579 Discount rate12 -12 %12 %
Prepayment rate (annual CPR)37  -37  %37  %Prepayment rate (annual CPR)42 -42 %42 %
REOREO1,712  Loss severity -86  %19  %REO3,523 Loss severity-63 %23 %
Residential loan purchase commitments, netResidential loan purchase commitments, net10,282 Committed sales price$100.89 -$103.40 $102.59 
Pull-through rate13 -100 %58 %
Whole loan spread to TBA price$2.00 -$2.00 $2.00 
Whole loan spread to swap rate - fixed rate350 -350 bps350 bps
Prepayment rate (annual CPR)15 -15 %15 %
MSR multiple0.8 -4.1 x3.4 x
LiabilitiesLiabilitiesLiabilities
Residential loan purchase commitments, net177  Committed sales price$96.10  -$101.28  $100.11  
Pull-through rate100  -100  %100  %
ABS issued (1):
ABS issued (2):
ABS issued (2):
At consolidated Sequoia entitiesAt consolidated Sequoia entities2,162,134  Discount rate -25  %  %At consolidated Sequoia entities1,919,048 Discount rate-30 % %
Prepayment rate (annual CPR)10  -50  %24   %Prepayment rate (annual CPR)-53 %27  %
Default rate—  -40  %  %Default rate-40 % %
Loss severity—  -50  %32   %Loss severity-50 %31  %
At consolidated Freddie Mac SLST entitiesAt consolidated Freddie Mac SLST entities1,812,008  Discount rate -14  % %At consolidated Freddie Mac SLST entities1,841,313 Dollar price$-$108 $99 
Prepayment rate (annual CPR) - % %
Default rate17  -18  %17  %
Loss severity30  -30  %30  %
At consolidated Freddie Mac K-Series entities (3)(4)
At consolidated Freddie Mac K-Series entities (3)(4)
464,691  Discount rate -19  %  %
At consolidated Freddie Mac K-Series entities (3)(4)
464,865 Discount rate-18 % %
Non-IO prepayment rate (annual CPR)—  -—  %—   %
IO prepayment rate (annual CPY/CPP)100  -100  %100   %
At consolidated CAFL entities (3)(4)
At consolidated CAFL entities (3)(4)
2,417,253  Discount rate -74  % %
At consolidated CAFL entities (3)(4)
2,744,150 Discount rate0.2 -40 %%
Prepayment rate (annual CPR)—  - %—  %Prepayment rate (annual CPR)-%%
Default rate-18 %11 %
Loss severity30 -30 %30 %
(1)The weighted average input values for all loan types are based on the unpaid principal balance. The weighted average input values for all other assets and liabilities are based on relative fair value.
(2)The fair value of the loans held by consolidated entities was based on the fair value of the ABS issued by these entities, including securities we own, which we determined were more readily observable, in accordance with accounting guidance for collateralized financing entities. At JuneSeptember 30, 2020, the fair value of securities we owned at the consolidated Sequoia, Freddie Mac SLST, Freddie Mac K-Series, and CAFL entities was $208$215 million, $334$416 million, $24$27 million, and $203$229 million, respectively.
(2)(3)Represents the estimated average duration of outstanding servicer advances at a given point in time (not taking into account new advances made with respect to the pool).
(3)(4)As a market convention, certain securities are priced to a no-loss yield and therefore do not include default and loss severity assumptions.
(4)The weighted average input values for all loan types are based on the unpaid principal balance. The weighted average input values for all other assets and liabilities are based on relative fair value.
Determination of Fair Value
We generally use both market comparable information and discounted cash flow modeling techniques to determine the fair value of our Level 3 assets and liabilities. Use of these techniques requires determination of relevant input and assumptions, some of which represent significant unobservable inputs as indicated in the preceding table. Accordingly, a significant increase or decrease in any of these inputs - such as anticipated credit losses, prepayment rates, interest rates, or other valuation assumptions - in isolation would likely result in a significantly lower or higher fair value measurement.
3132


REDWOOD TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JuneSeptember 30, 2020
(Unaudited)

Note 5. Fair Value of Financial Instruments - (continued)
Included in Note 5 to the Consolidated Financial Statements of our Annual Report on Form 10-K for the year ended December 31, 2019 is a more detailed description of our financial instruments measured at fair value and their significant inputs, as well as the general classification of such instruments pursuant to the Level 1, Level 2, and Level 3 valuation hierarchy.
Note 6. Residential Loans
We acquire residential loans from third-party originators and may sell or securitize these loans or hold them for investment. The following table summarizes the classifications and carrying values of the residential loans owned at Redwood and at consolidated Sequoia and Freddie Mac SLST entities at JuneSeptember 30, 2020 and December 31, 2019.
Table 6.1 – Classifications and Carrying Values of Residential Loans
June 30, 2020LegacySequoiaFreddie Mac
September 30, 2020September 30, 2020LegacySequoiaFreddie Mac
(In Thousands)(In Thousands)RedwoodSequoiaChoiceSLSTTotal(In Thousands)RedwoodSequoiaChoiceSLSTTotal
Held-for-sale at fair valueHeld-for-sale at fair value$20,200  $—  $—  $—  $20,200  Held-for-sale at fair value$105,128 $$$$105,128 
Held-for-investment at fair valueHeld-for-investment at fair value—  304,632  2,064,388  2,145,111  4,514,131  Held-for-investment at fair value296,765 1,836,361 2,256,682 4,389,808 
Total Residential LoansTotal Residential Loans$20,200  $304,632  $2,064,388  $2,145,111  $4,534,331  Total Residential Loans$105,128 $296,765 $1,836,361 $2,256,682 $4,494,936 
December 31, 2019December 31, 2019LegacySequoiaFreddie MacDecember 31, 2019LegacySequoiaFreddie Mac
(In Thousands)(In Thousands)RedwoodSequoiaChoiceSLSTTotal(In Thousands)RedwoodSequoiaChoiceSLSTTotal
Held-for-sale at fair valueHeld-for-sale at fair value$536,385  $—  $—  $—  $536,385  Held-for-sale at fair value$536,385 $$$$536,385 
Held-for-investment at fair valueHeld-for-investment at fair value2,111,897  407,890  2,291,463  2,367,215  7,178,465  Held-for-investment at fair value2,111,897 407,890 2,291,463 2,367,215 7,178,465 
Total Residential LoansTotal Residential Loans$2,648,282  $407,890  $2,291,463  $2,367,215  $7,714,850  Total Residential Loans$2,648,282 $407,890 $2,291,463 $2,367,215 $7,714,850 
At JuneSeptember 30, 2020, we owned mortgage servicing rights associated with $20$103 million (principal balance) of consolidated residential loans owned at Redwood that were purchased from third-party originators. The value of these MSRs is included in the carrying value of the associated loans on our consolidated balance sheets. We contract with licensed sub-servicers that perform servicing functions for these loans.
Residential Loans Held-for-Sale
At Fair Value
At June 30, 2020, we owned 29The following table summarizes the characteristics of residential loans held-for-sale at fair value with an aggregate unpaid principal balance of $21 million and a fair value of $20 million, compared to 669 loans with an aggregate unpaid principal balance of $525 million and a fair value of $536 million at December 31, 2019. At June 30, 2020, 3 of these loans with an aggregate fair value of $2 million and unpaid principal balance of $3 million were greater than 90 days delinquent and 1 of these loans with a fair value of $0.4 million and an unpaid principal balance of $1 million was in foreclosure. At December 31, 2019, 1 of these loans with a fair value and unpaid principal balance of $1 million was greater than 90 days delinquent and 0ne of these loans were in foreclosure.
During the three and six months ended June 30, 2020, we purchased $58 million and $2.69 billion (principal balance) of loans, respectively, for which we elected the fair value option, and we sold $2.28 billion and $4.94 billion (principal balance) of loans, respectively, for which we recorded net market valuation losses of $2 million and $15 million, respectively, through Mortgage banking activities, net on our consolidated statements of income (loss). At June 30, 2020, loans held-for-sale with a market value of $15 million were pledged as collateral under short-term borrowing agreements.
During the three and six months ended June 30, 2019, we purchased $1.53 billion and $2.49 billion (principal balance) of loans, respectively, for which we elected the fair value option, and we sold $1.23 billion and $2.39 billion (principal balance) of loans, respectively, for which we recorded net market valuation gains of $3 million and $7 million, respectively, through Mortgage banking activities, net on our consolidated statements of income (loss).

32


REDWOOD TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2020
(Unaudited)

Note 6. Residential Loans - (continued)
Residential Loans Held-for-Investment at Fair Value
At Redwood
At June 30, 2020, we did 0t own any held-for-investment loans at Redwood. At December 31, 2019, we owned 2,940 held-for-investment loans at Redwood with an aggregate unpaid principal balance of $2.05 billion and a fair value of $2.11 billion. At December 31, 2019, 2 of these loans with an aggregate fair value of $1 million and an unpaid principal balance of $2 million were greater than 90 days delinquent and 0ne of these loans were in foreclosure.
During the three and six months ended June 30, 2020, we transferred loans with a fair value of 0 and $13 million, respectively, from held-for-sale to held-for-investment. During the three and six months ended June 30, 2020, we transferred loans with a fair value of 0 and $1.87 billion, respectively, from held-for-investment to held-for-sale. During the three and six months ended June 30, 2020, we recorded net market valuation losses of 0 and $94 million, respectively, on residential loans held-for-investment at fair value through Investment fair value changes, net on our consolidated statements of income (loss).
During the three and six months ended June 30, 2019, we purchased 0 and $39 million (principal balance) of loans, respectively, for which we elected the fair value option, and did 0t sell any loans. During the three and six months ended June 30, 2019, we transferred loans with a fair value of $30 million and $69 million, respectively, from held-for-sale to held-for-investment. During the three and six months ended June 30, 2019, we transferred loans with a fair value of 0 and $23 million, respectively, from held-for-investment to held-for-sale. During the three and six months ended June 30, 2019, we recorded net market valuation gains of $36 million and $64 million, respectively, on residential loans held-for-investment at fair value through Investment fair value changes, net on our consolidated statements of income (loss).
At Consolidated Legacy Sequoia Entities
At June 30, 2020, we consolidated 2,063 held-for-investment loans at consolidated Legacy Sequoia entities, with an aggregate unpaid principal balance of $382 million and a fair value of $305 million, as compared to 2,198 loans at December 31, 2019, with an aggregate unpaid principal balance of $425 million and a fair value of $408 million. At origination, the weighted average FICO score of borrowers backing these loans was 727, the weighted average LTV ratio of these loans was 65%, and the loans were nearly all first lien and prime-quality.
At JuneSeptember 30, 2020 and December 31, 2019, the aggregate unpaid principal balance2019.
Table 6.2 – Characteristics of loans at consolidated Legacy Sequoia entities delinquent greater than 90 days was $12 million and $10 million, respectively, of which the aggregate unpaid principal balance of loans in foreclosure was $3 million and $4 million, respectively. During the three and six months ended June 30, 2020, we recorded a net market valuation gain of $8 million and a net market valuation loss of $61 million, respectively, on these loans through Investment fair value changes, net on our consolidated statements of income (loss). During the three and six months ended June 30, 2019, we recorded net market valuation gains of $1 million and $5 million, respectively, on these loans through Investment fair value changes, net on our consolidated statements of income (loss). Pursuant to the collateralized financing entity guidelines, the market valuation changes of these loans are based on the estimated fair value of the associated ABS issued. The net impact to our income statement associated with our retained economic investment in the Legacy Sequoia securitization entities is presented in Note 5.Residential Loans Held-for-Sale
At Consolidated Sequoia Choice Entities
At June 30, 2020, we consolidated 2,861 held-for-investment loans at the consolidated Sequoia Choice entities, with an aggregate unpaid principal balance of $2.03 billion and a fair value of $2.06 billion, as compared to3,156 loans at December 31, 2019 with an aggregate unpaid principal balance of $2.24 billion and a fair value of $2.29 billion. At origination, the weighted average FICO score of borrowers backing these loans was 743, the weighted average LTV ratio of these loans was 74%, and the loans were all first lien and prime-quality. At June 30, 2020, 22 of these loans with an aggregate unpaid principal balance of $16 million were greater than 90 days delinquent and 5 of these loans with an aggregate unpaid principal balance of $3 million was in foreclosure. At December 31, 2019, 9 of these loans with an aggregate unpaid principal balance of $7 million were greater than 90 days delinquent and 3 of these loans with an aggregate unpaid principal balance of $2 million were in foreclosure.
(Dollars in Thousands)September 30, 2020December 31, 2019
Number of loans118 669 
Unpaid principal balance$102,921 $524,928 
Fair value of loans$105,128 $536,280 
Number of loans with 90+ day delinquencies
Unpaid principal balance of loans with 90+ day delinquencies$2,356 $747 
Fair value of loans with 90+ day delinquencies$1,767 $616 
Number of loans in foreclosure
Market value of loans pledged as collateral under short-term borrowing agreements$95,023 $201,949 

33


REDWOOD TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JuneSeptember 30, 2020
(Unaudited)

Note 6. Residential Loans - (continued)
During bothThe following table provides the activity of residential loans held-for-sale during the three and sixnine months ended JuneSeptember 30, 2020 we transferred $271 millionand 2019.
Table 6.3 – Quarterly Activity of Residential Loans Held-for-Sale
Three Months Ended September 30,Nine Months Ended September 30,
(In Thousands)2020201920202019
Principal balance of loans acquired$172,162 $1,446,750 $2,859,813 $3,936,111 
Principal balance of loans sold87,868 1,534,315 5,024,663 3,921,280 
Net market valuation gains (losses) recorded (1)
(478)(6,623)(15,972)286 
(1)Net market valuation gains (losses) on residential loans held-for-sale are recorded through Mortgage banking activities, net on our consolidated statements of income (loss).
Residential Loans Held-for-Investment at Fair Value
The following tables summarize the characteristics of the residential loans owned at Redwood and at consolidated Sequoia and Freddie Mac SLST entities at September 30, 2020 and December 31, 2019.
Table 6.4 – Characteristics of Residential Loans Held-for-Investment
September 30, 2020LegacySequoiaFreddie Mac
(Dollars in Thousands)RedwoodSequoiaChoiceSLST
Number of loans1,976 2,546 13,893 
Unpaid principal balance$$352,392 $1,811,967 $2,304,047 
Fair value of loans$$296,765 $1,836,361 $2,256,683 
Number of loans with 90+ day delinquencies (1)
49 132 1,772 
Unpaid principal balance of loans with 90+ day delinquencies$$16,076 $102,693 $339,537 
Fair value of loans with 90+ day delinquencies (2)
$N/AN/AN/A
Number of loans in foreclosure21 175 
Unpaid principal balance of loans in foreclosure$$4,820 $1,814 $28,380 
December 31, 2019LegacySequoiaFreddie Mac
(Dollars in Thousands)RedwoodSequoiaChoiceSLST
Number of loans2,940 2,198 3,156 14,502 
Unpaid principal balance$2,052,778 $424,829 $2,240,679 $2,428,035 
Fair value of loans$2,111,897 $407,890 $2,291,463 $2,367,215 
Number of loans with 90+ day delinquencies (1)
39 587 
Unpaid principal balance of loans with 90+ day delinquencies$1,585 $9,803 $6,755 $134,680 
Fair value of loans with 90+ day delinquencies (2)
$1,424 N/AN/AN/A
Number of loans in foreclosure16 208 
Unpaid principal balance of loans in foreclosure$$3,673 $2,290 $33,042 
(1)For loans held at consolidated entities, the number of loans from held-for-sale togreater than 90 days delinquent includes loans in foreclosure.
(2)The fair value of the loans held by consolidated entities was based on the fair value of the ABS issued by these entities, including securities we own, which we determined were more readily observable, in accordance with accounting guidance for collateralized financing entities.
34


REDWOOD TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2020
(Unaudited)

Note 6. Residential Loans - (continued)
The following table provides the activity of residential loans held-for-investment associated with Choice securitizations. Duringat Redwood during the three and sixnine months ended June 30, 2019, we transferred loans with a fair value of 0 and $350 million, respectively, from held-for-sale to held-for-investment associated with Choice securitizations. During the three and six months ended JuneSeptember 30, 2020 we recorded a netand 2019.
Table 6.5 – Quarterly Activity of Residential Loans Held-for-Investment at Redwood
Three Months Ended September 30,Nine Months Ended September 30,
(In Thousands)2020201920202019
Principal balance of loans acquired$$$$39,194 
Principal balance of loans sold
Fair value of loans transferred from HFS to HFI13,258 68,703 
Fair value of loans transferred from HFI to HFS1,870,986 22,814 
Net market valuation gains (losses) recorded (1)
218 7,667 (93,314)71,323 
(1)Net market valuation gain of $94 million and a net market valuation loss of $17 million, respectively,gains (losses) on theseresidential loans held-for-investment at Redwood are recorded through Investment fair value changes, net on our consolidated statements of income (loss). Pursuant
The following table provides the activity of residential loans held-for-investment at consolidated entities during the three and nine months ended September 30, 2020 and 2019.
Table 6.6 – Quarterly Activity of Residential Loans Held-for-Investment at Consolidated Entities
Three Months Ended September 30, 2020Nine Months Ended September 30, 2020
LegacySequoiaFreddie MacLegacySequoiaFreddie Mac
(In Thousands)SequoiaChoiceSLSTSequoiaChoiceSLST
Fair value of loans transferred from HFS to HFI (1)
N/A$N/AN/A$270,506 N/A
Net market valuation gains (losses) recorded (2)
$21,938 $(5,175)$159,687 $(38,996)$(21,727)$15,254 
Three Months Ended September 30, 2019Nine Months Ended September 30, 2019
LegacySequoiaFreddie MacLegacySequoiaFreddie Mac
(In Thousands)SequoiaChoiceSLSTSequoiaChoiceSLST
Fair value of loans transferred from HFS to HFI (1)
N/A$727,088 N/AN/A$1,076,671 N/A
Net market valuation gains (losses) recorded (2)
$(103)$(11,029)$39,783 $5,271 $4,841 $94,788 
(1)Represents the transfer of loans from held-for-sale to the collateralized financing entity guidelines, theheld-for-investment associated with Sequoia Choice securitizations.
(2)For loans held at our consolidated Legacy Sequoia, Sequoia Choice, and Freddie Mac SLST entities, market valuationvalue changes of these loans are based on the estimated fair value of the associated ABS issued, associated with Choice securitizations. The net impactpursuant to our income statement associated with our retained economic investment in the Sequoia Choice securitization entities is presented in Note 5.
At Consolidated Freddie Mac SLST Entities
Beginning in 2018, we invested in subordinate securities issued by certain Freddie Mac SLST securitization trusts and were required to consolidate the underlying seasoned re-performing and non-performing residential loans owned at these entities for financial reporting purposes in accordance with GAAP. At securitization, each of these mortgage loans was a fully amortizing, fixed- or step-rate, first-lien loan that had been modified. At June 30, 2020, we consolidated 14,143 held-for-investment loans at the consolidated Freddie Mac SLST entities, with an aggregate unpaid principal balance of $2.35 billion and a fair value of $2.15 billion, as compared to 14,502 loans at December 31, 2019 with an aggregate unpaid principal balance of $2.43 billion and a fair value of $2.37 billion. At securitization, the weighted average FICO score of borrowers backing these loans was 600 and the weighted average LTV ratio of these loans was 73%. At June 30, 2020, 1,409 of these loans with an aggregate unpaid principal balance of $258 million were greater than 90 days delinquent, of which 236 of these loans with an aggregate unpaid principal balance of $38 million were in foreclosure. At December 31, 2019, 587 of these loans with an aggregate unpaid principal balance of $135 million were greater than 90 days delinquent and 208 of these loans with an aggregate unpaid principal balance of $33 million were in foreclosure.
During the three and six months ended June 30, 2020, we recorded a net market valuation gain of $49 million and a net market valuation loss of $144 million, respectively, on these loans through Investment fair value changes, net on our consolidated statements of income (loss). During the three and six months ended June 30, 2019, we recorded net market valuation gains of $31 million and $55 million, respectively, on these loans through Investment fair value changes, net on our consolidated statements of income (loss). Pursuant to the collateralized financing entity guidelines, the market valuation changes of these loans are based on the estimated fair value of the ABS issued associated with the Freddie Mac SLST securitizations. guidelines. The net impact to our income statement associated with our economic investmentinvestments in the Freddie Mac SLSTthese securitization entities is presented in Note 5.
Note 7. Business Purpose Residential Loans
We originate business purpose residential loans, including single-family rental loans and residential bridge loans. This origination activity commenced in connection with our acquisitions of 5 Arches and CoreVest in 2019.

35


REDWOOD TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2020
(Unaudited)

Note 7. Business Purpose Residential Loans - (continued)
Business Purpose Residential Loan Originations
During the three months ended JuneSeptember 30, 2020, we funded $234$261 million of business purpose residential loans of whichand sold $2 million of residential bridge loans and 0$2 million of single-family rental loans were sold to third parties. The remaining business purpose residential loans were transferred to our investment portfolio (residential bridge loans), or retained in our mortgage banking business (single-family rental loans) for future securitizations. Prior to the transfer of residential bridge loans to our investment portfolio, we recorded a net market valuation lossgain of $3less than $0.1 million on these loans through Mortgage banking activities, net on our consolidated statements of income (loss) for the three months ended JuneSeptember 30, 2020. Market valuation adjustments on our single-family rental loans are also recorded in Mortgage banking activities, net on our consolidated statements of income (loss) prior to their sale or transfer to our investment portfolio.securitization. Additionally, during the three and sixnine months ended JuneSeptember 30, 2020, we recorded loan origination fee income associated with business purpose residential loans of $2$3 million and $11$13 million, respectively, through Mortgage banking activities, net on our consolidated statements of income (loss).

34


REDWOOD TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2020
(Unaudited)

Note 7. Business Purpose Residential Loans - (continued)
The following table summarizes the classifications and carrying values of the business purpose residential loans owned at Redwood at JuneSeptember 30, 2020 and December 31, 2019.
Table 7.1 – Classifications and Carrying Values of Business Purpose Residential Loans
June 30, 2020Single-Family RentalResidential
September 30, 2020September 30, 2020Single-Family RentalResidential
(In Thousands)(In Thousands)RedwoodCAFLBridgeTotal(In Thousands)RedwoodCAFLBridgeTotal
Held-for-sale at fair valueHeld-for-sale at fair value$379,795  —  $—  $379,795  Held-for-sale at fair value$285,549 $$285,549 
Held-for-investment at fair valueHeld-for-investment at fair value—  2,615,038  787,367  3,402,405  Held-for-investment at fair value2,969,692 700,860 3,670,552 
Total Business Purpose Residential LoansTotal Business Purpose Residential Loans$379,795  $2,615,038  $787,367  $3,782,200  Total Business Purpose Residential Loans$285,549 $2,969,692 $700,860 $3,956,101 
December 31, 2019December 31, 2019Single-Family RentalResidentialDecember 31, 2019Single-Family RentalResidential
(In Thousands)(In Thousands)RedwoodCAFLBridgeTotal(In Thousands)RedwoodCAFLBridgeTotal
Held-for-sale at fair valueHeld-for-sale at fair value$331,565  $—  $—  $331,565  Held-for-sale at fair value$331,565 $$$331,565 
Held-for-investment at fair valueHeld-for-investment at fair value237,620  2,192,552  745,006  3,175,178  Held-for-investment at fair value237,620 2,192,552 745,006 3,175,178 
Total Business Purpose Residential LoansTotal Business Purpose Residential Loans$569,185  $2,192,552  $745,006  $3,506,743  Total Business Purpose Residential Loans$569,185 $2,192,552 $745,006 $3,506,743 
Single-Family RentalThe following tables summarize the characteristics of the business purpose residential loans owned at Redwood at September 30, 2020 and December 31, 2019.
Table 7.2 – Characteristics of Business Purpose Residential Loans
At June
September 30, 2020Single-Family Rental at RedwoodSingle-Family Rental at CAFLResidential Bridge
(Dollars in Thousands)
Number of loans140 1,027 2,262 
Unpaid principal balance$272,492 $2,815,045 $708,555 
Fair value of loans$285,549 $2,969,692 $700,860 
Weighted average coupon5.26 %5.50 %8.02 %
Weighted average remaining loan term (years)761
Number of loans with 90+ day delinquencies (1)
26 24 
Unpaid principal balance of loans with 90+ day delinquencies$3,018 $70,949 $38,437 
Fair value of loans with 90+ day delinquencies (2)
$2,954 N/A$33,464 
Number of loans in foreclosure24 
Unpaid principal balance of loans in foreclosure$$14,032 $39,755 
Fair value of loans in foreclosure (2)
$N/A$34,489 
36


REDWOOD TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2020 we owned 199 single-family rental
(Unaudited)

Note 7. Business Purpose Residential Loans - (continued)
December 31, 2019Single-Family Rental at RedwoodSingle-Family Rental at CAFLResidential Bridge
(Dollars in Thousands)
Number of loans308 783 2,653 
Unpaid principal balance$552,848 $2,078,214 $742,528 
Fair value of loans$569,185 $2,192,552 $745,006 
Weighted average coupon4.96 %5.70 %8.11 %
Weighted average remaining loan term (years)972
Number of loans with 90+ day delinquencies (1)
18 31 
Unpaid principal balance of loans with 90+ day delinquencies$1,688 $29,039 $14,186 
Fair value of loans with 90+ day delinquencies (2)
$1,818 N/A$12,111 
Number of loans in foreclosure15 
Unpaid principal balance of loans in foreclosure$130 $9,169 $8,987 
Fair value of loans in foreclosure (2)
$130 N/A$6,917 
(1)The number of loans with an aggregate unpaid principal balance and fair value of $380 million, as compared to 308 loans at December 31, 2019 with an aggregate unpaid principal balance of $553 million and a fair value of $569 million. At June 30, 2020, 3 of these loans with an aggregate unpaid principal balance and fair value of $3 million were in foreclosure, of which 2 of these loans with an aggregate unpaid principal balance and fair value of $2 million were greater than 90 days delinquent. At December 31, 2019, 2 of these loans with an aggregate unpaid principal balance and fair value of $2 million were greater than 90 days delinquent of which 1 of theseincludes loans with an unpaid principal balance of $0.1 million was in foreclosure.
(2)The fair value of the loans held by consolidated entities was based on the fair value of the ABS issued by these entities, including securities we own, which we determined were more readily observable, in accordance with accounting guidance for collateralized financing entities.

Single-Family Rental Loans
During the three and sixnine months ended JuneSeptember 30, 2020, we originated $176$196 million and $436$632 million of single-family rental loans, respectively. During the sixnine months ended JuneSeptember 30, 2020, we transferred $599$925 million of single-family rental loans from held-for-sale to held-for-investment associated with 23 CAFL securitizations and sold $26$34 million to third parties. Additionally, at March 31, 2020, we transferred all held-for-investment single-family rental loans to held-for-sale. During the three and sixnine months ended JuneSeptember 30, 2020, we recorded a net market valuation gaingains of $3$43 million and a net market valuation loss of $9$34 million, respectively, on single-family rental loans. Of the $3The $43 million of net market valuation gains recorded during the three months ended JuneSeptember 30, 2020 $1 million of net market valuation gains were recorded through Mortgage banking activities, net and $2 million of net market valuation gains were recorded through Investment fair value changes, net on our consolidated statements of income (loss). Of the $9$34 million of net market valuation lossesgains recorded during the sixnine months ended JuneSeptember 30, 2020, $12$55 million of net market valuation gains were recorded through Mortgage banking activities, net and $21 million of net market valuation losses were recorded through Investment fair value changes, net on our consolidated statements of income (loss). During the three and sixnine months ended JuneSeptember 30, 2019, we recorded net market valuation gains of $1 million and $2$3 million, respectively, on single-family rental loans through Mortgage banking activities, net on our consolidated statements of income (loss).
The outstanding single-family rental loans held-for-sale at June 30, 2020 were first lien, fixed-rate loans with original maturities of five, seven, or ten years. At June 30, 2020, the weighted average coupon of our single-family rental loans was 4.82% and the weighted average remaining loan term was eight years. At origination, the weighted average LTV ratio of these loans was 67% and the weighted average debt service coverage ratio ("DSCR") was 1.35 times.
35


REDWOOD TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2020
(Unaudited)

Note 7. Business Purpose Residential Loans - (continued)
Single-Family Rental Loans Held-for-Investment at CAFL
    In conjunction with our acquisition of CoreVest in the fourth quarter of 2019, we consolidated the single-family rental loans owned at certain CAFL securitization entities. At June 30, 2020, we consolidated 967 held-for-investment single-family rental loans at the consolidated CAFL entities, with an aggregate unpaid principal balance of $2.58 billion and a fair value of $2.62 billion, as compared to 783 loans at December 31, 2019 with an aggregate unpaid principal balance of $2.08 billion and a fair value of $2.19 billion. The outstanding single-family rental loans held-for-investment at CAFL at JuneSeptember 30, 2020 were first-lien, fixed-rate loans with original maturities of five, seven, or ten years. At June 30, 2020, the weighted average coupon of our single-family rental loans was 5.52% and the weighted average remaining loan term was six years. At origination, the weighted average LTV ratio of these loans was 69% and the weighted average DSCR was 1.37 times. At June 30, 2020, 19 of these loans with an aggregate unpaid principal balance of $29 million were greater than 90 days delinquent and 8 of these loans with an aggregate unpaid principal balance of $14 million were in foreclosure. At December 31, 2019, 18 of these loans with an aggregate unpaid principal balance of $29 million were greater than 90 days delinquent and 5 of these loans with an aggregate unpaid principal balance of $9 million were in foreclosure.
During the three and sixnine months ended JuneSeptember 30, 2020, we recorded a net market valuation gain of $169$88 million and a net market valuation loss of $103$14 million, respectively, on these loans through Investment fair value changes, net on our consolidated statements of income (loss). Pursuant to the collateralized financing entity guidelines, the market valuation changes of these loans are based on the estimated fair value of the ABS issued associated with CAFL securitizations. The net impact to our income statement associated with our retained economic investment in the CAFL securitization entities is presented in Note 5.
Residential Bridge Loans Held-for-Investment
At June 30, 2020, we owned 2,847The outstanding residential bridge loans held-for-investment with an aggregate unpaid principal balance of $803 million and a fair value of $787 million, as compared to 2,653 loans at December 31, 2019 with an aggregate unpaid principal balance of $743 million and a fair value of $745 million.
As part of our credit risk management practices, our residential bridge loans are subject to individual risk assessment using an internal borrower and collateral quality evaluation framework. At JuneSeptember 30, 2020 13were first lien, fixed-rate, interest-only loans with an aggregate fair valueoriginal maturities of $30 million and an unpaid principal balance of $35 million were greater than 90 days delinquent, of which 9 of these loans with an aggregate fair value of $28 million and an unpaid principal balance of $32 million were in foreclosure. At December 31, 2019, 31 loans with an aggregate fair value of $12 million and an unpaid principal balance of $14 million were in foreclosure, of which 15 of these loans with an aggregate fair value of $7 million and an unpaid principal balance of $9 million were greater than 90 days delinquent.six to 24 months. During the sixnine months ended JuneSeptember 30, 2020, we transferred 34 loans with a fair value of $2$5 million to REO, which is included in Other assets on our consolidated balance sheets.
37


REDWOOD TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2020
(Unaudited)

Note 7. Business Purpose Residential Loans - (continued)
During the three and sixnine months ended JuneSeptember 30, 2020, $54$64 million and $260$324 million of newly originated residential bridge loans, respectively, were transferred to our investment portfolio. During the three and sixnine months ended JuneSeptember 30, 2020, we recorded a net market valuation gain of $22$7 million and a net market valuation loss of $17$10 million, respectively, on residential bridge loans held-for-investment at fair value through Investment fair value changes, net on our consolidated statements of income (loss). During both the three and sixnine months ended JuneSeptember 30, 2019, we recorded net market valuation losses of $0.3$1 million and $0.6 million, respectively, on residential bridge loans held-for-investment at fair value through Investment fair value changes, net on our consolidated statements of income (loss).
The outstanding residential bridge loans held-for-investment at June 30, 2020 were first lien, fixed-rate, interest-only loans with a weighted average coupon of 7.96% and original maturities of six to 24 months. At origination, the weighted average FICO score of borrowers backing these loans was 720 and the weighted average LTV ratio of these loans was 69%.
At JuneSeptember 30, 2020, we had a $167$225 million commitment to fund residential bridge loans. See Note 16 for additional information on this commitment.

36


REDWOOD TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2020
(Unaudited)


Note 8. Multifamily Loans
Since 2018, we have invested in multifamily subordinate securities issued by Freddie Mac K-Series securitization trusts and were required to consolidate the underlying multifamily loans owned at these entities for financial reporting purposes in accordance with GAAP. During the first quarter of 2020, we sold subordinate securities issued by four such Freddie Mac K-Series securitization trusts and deconsolidated $3.85 billion of multifamily loans. See Note 2 for further discussion.
At JuneThe following table summarizes the characteristics of the multifamily loans consolidated at Redwood at September 30, 2020 we consolidated 28 held-for-investment multifamily loans, with an aggregate unpaid principal balance of $465 million and a fair value of $489 million, as compared to 279 loans at December 31, 2019 with an aggregate unpaid principal balance2019.
Table 8.1 – Characteristics of $4.20 billion and a fair value of $4.41 billion. Multifamily Loans
(Dollars in Thousands)September 30, 2020December 31, 2019
Number of loans28 279 
Unpaid principal balance$464,680 $4,195,000 
Fair value of loans$491,415 $4,408,524 
Weighted average coupon4.25 %4.13 %
Weighted average remaining loan term (years)56
Number of loans with 90+ day delinquencies
Number of loans in foreclosure
The outstanding multifamily loans held-for-investment at the Freddie Mac K-Series entities at JuneSeptember 30, 2020 were first-lien, fixed-rate loans that were originated in 2015 and had original loan terms of ten years and an original weighted average LTV ratioyears. The following table provides the activity of 67%. At June 30, 2020, the weighted average coupon of these multifamily loans was 4.25%held-for-investment during the three and the weighted average remaining loan term was five years. At both Junenine months ended September 30, 2020 and December 31, 2019, NaN2019.
Table 8.2 – Quarterly Activity of these loans were greater than 90 days delinquent or in foreclosure.Multifamily Loans Held-for-Investment
Three Months Ended September 30,Nine Months Ended September 30,
(In Thousands)2020201920202019
Net market valuation gains (losses) recorded (1)
$2,340 $47,353 $(61,500)$178,374 
During the three and six months ended June 30, 2020, we recorded a net(1)Net market valuation gain of $19 million and a net market valuation loss of $64 million, respectively,gains (losses) on thesemultifamily loans held-for-investment are recorded through Investment fair value changes, net on our consolidated statements of income (loss). During the three and six months ended June 30, 2019, we recorded net market valuation gains of $97 million and $131 million, respectively, on theseFor loans through Investment fair value changes, net onheld at our consolidated statements of income (loss). Pursuant to the collateralized financing entity guidelines, theFreddie Mac K-Series entities, market valuationvalue changes of these loans are based on the estimated fair value of the associated ABS issued, associated with the securitizations. pursuant to collateralized financing entity guidelines. The net impact to our income statement associated with our economic investment in the securities of the Freddie Mac K-Seriesthese securitization entities is presented in Note 5.





38


REDWOOD TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2020
(Unaudited)

Note 9. Real Estate Securities
We invest in real estate securities that we acquire from third parties or create and retain from our Sequoia securitizations. The following table presents the fair values of our real estate securities by type at JuneSeptember 30, 2020 and December 31, 2019.
Table 9.1 – Fair Values of Real Estate Securities by Type
(In Thousands)(In Thousands)June 30, 2020December 31, 2019(In Thousands)September 30, 2020December 31, 2019
TradingTrading$142,699  $860,540  Trading$144,162 $860,540 
Available-for-saleAvailable-for-sale173,737  239,334  Available-for-sale207,173 239,334 
Total Real Estate SecuritiesTotal Real Estate Securities$316,436  $1,099,874  Total Real Estate Securities$351,335 $1,099,874 
Our real estate securities include mortgage-backed securities, which are presented in accordance with their general position within a securitization structure based on their rights to cash flows. Senior securities are those interests in a securitization that generally have the first right to cash flows and are last in line to absorb losses. Mezzanine securities are interests that are generally subordinate to senior securities in their rights to receive cash flows, and have subordinate securities below them that are first to absorb losses. Many of our mezzanine classified securities were initially rated AA through BBB- and issued in 2012 or later. Subordinate securities are all interests below mezzanine. Excluding our re-performing loan securities, nearly all of our residential securities are supported by collateral that was designated as prime at the time of issuance.

37


REDWOOD TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2020
(Unaudited)

Note 9. Real Estate Securities - (continued)

Trading Securities
The following table presents the fair value of trading securities by position and collateral type at JuneSeptember 30, 2020 and December 31, 2019.
Table 9.2 – Trading Securities by Position
(In Thousands)(In Thousands)June 30, 2020December 31, 2019(In Thousands)September 30, 2020December 31, 2019
SeniorSenior$32,860  $150,067  Senior$28,091 $150,067 
MezzanineMezzanine3,514  538,489  Mezzanine3,651 538,489 
SubordinateSubordinate106,325  171,984  Subordinate112,420 171,984 
Total Trading SecuritiesTotal Trading Securities$142,699  $860,540  Total Trading Securities$144,162 $860,540 
We elected the fair value option for certain securities and classify them as trading securities. Our trading securities include both residential and multifamily mortgage-backed securities, and our residential securities also include securities backed by re-performing loans ("RPL"). At JuneSeptember 30, 2020 and December 31, 2019, our senior trading securities included $33$28 million and $64 million of interest-only securities, respectively, for which there is no principal balance, and the unpaid principal balance of our remaining senior trading securities was 0 and $84 million, respectively. Our interest-only securities included $14$12 million and $36 million of certificated mortgage servicing rights at JuneSeptember 30, 2020 and December 31, 2019, respectively, which are securities we retained from certain of our Sequoia securitizations that represent certificated servicing strips. At JuneSeptember 30, 2020 and December 31, 2019, our senior trading securities included $11$60 million and $55$161 million of RPL securities, respectively.
At JuneSeptember 30, 2020 and December 31, 2019, our mezzanine trading securities had an unpaid principal balance of $4 million and $537 million, respectively. At JuneSeptember 30, 2020 and December 31, 2019, the fair value of our mezzanine securities was $4 million and $538 million, respectively, and included $4 million and $39 million of Sequoia securities, respectively, 0 and $395 million of multifamily securities, respectively, and 0 and $104 million of other third-party residential securities, respectively, including 0 and $30 million of RPL securities, respectively.
At JuneSeptember 30, 2020 and December 31, 2019, our subordinate trading securities had an unpaid principal balance of $272$266 million and $302 million, respectively. At JuneSeptember 30, 2020 and December 31, 2019, the fair value of our subordinate securities was $106$112 million and $172 million, respectively, and included $50 million and $90 million, respectively, of Agency residential mortgage credit risk transfer (or "CRT") securities, $52and $55 million and $82 million, respectively, of other third-party residential securities, including $49$51 million and $76 million of RPL securities, respectively.
39


REDWOOD TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2020
(Unaudited)

Note 9. Real Estate Securities - (continued)

During the three and sixnine months ended JuneSeptember 30, 2020, we acquired $10$11 million and $67$78 million (principal balance), respectively, of securities for which we elected the fair value option and classified as trading, and sold $86$16 million and $705$721 million, respectively, of such securities. During the three and sixnine months ended JuneSeptember 30, 2019, we acquired $115$66 million and $269$335 million (principal balance), respectively, of securities for which we elected the fair value option and classified as trading, and sold $132$236 million and $161$397 million, respectively, of such securities.
During the three and sixnine months ended JuneSeptember 30, 2020, we recorded a net market valuation gainlosses of $42$4 million and a net market valuation loss of $221$225 million, respectively, on trading securities, included in Investment fair value changes, net on our consolidated statements of income (loss). During the three and sixnine months ended JuneSeptember 30, 2019, we recorded net market valuation gains of $18$15 million and $40$56 million, respectively, on trading securities, included in Investment fair value changes, net on our consolidated statements of income (loss).

38


REDWOOD TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2020
(Unaudited)

Note 9. Real Estate Securities - (continued)

AFS Securities
The following table presents the fair value of our available-for-sale securities by position and collateral type at JuneSeptember 30, 2020 and December 31, 2019.
Table 9.3 – Available-for-Sale Securities by Position
(In Thousands)(In Thousands)June 30, 2020December 31, 2019(In Thousands)September 30, 2020December 31, 2019
SeniorSenior$—  $25,792  Senior$$25,792 
MezzanineMezzanine—  13,687  Mezzanine2,016 13,687 
SubordinateSubordinate173,737  199,855  Subordinate205,157 199,855 
Total AFS SecuritiesTotal AFS Securities$173,737  $239,334  Total AFS Securities$207,173 $239,334 
At JuneSeptember 30, 2020 and December 31, 2019, our available-for-sale securities were comprised of $150$160 million and $230 million of residential mortgage-backed securities, respectively, and $23$48 million and $9 million of multifamily mortgage-backed securities, respectively. At JuneSeptember 30, 2020 and December 31, 2019, our residential available-for-sale securities were comprised of $118$124 million and $141 million of residential mortgage-backed securities we retained from our Sequoia securitizations, respectively, and $33$35 million and $90 million of other third-party residential securities, respectively.
During the three and sixnine months ended JuneSeptember 30, 2020, we purchased 0$25 million and $31$57 million of AFS securities, respectively, and sold $9 million0 and $55 million of AFS securities, respectively, which resulted in net realized gains of $1 million0 and $5 million, respectively. During the three and sixnine months ended JuneSeptember 30, 2019, we purchased $4$12 million and $9$21 million of AFS securities, respectively, and sold $25$15 million and $67$82 million of AFS securities, respectively, which resulted in net realized gains of $3$4 million and $9$13 million, respectively.
We often purchase AFS securities at a discount to their outstanding principal balances. To the extent we purchase an AFS security that has a likelihood of incurring a loss, we 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 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 effective yield method.
At JuneSeptember 30, 2020, we had $21$45 million of AFS securities with contractual maturities less than five years, $2$3 million with contractual maturities greater than five years but less than ten years, and the remainder of our AFS securities had contractual maturities greater than ten years.

40


REDWOOD TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2020
(Unaudited)

Note 9. Real Estate Securities - (continued)

The following table presents the components of carrying value (which equals fair value) of AFS securities at JuneSeptember 30, 2020 and December 31, 2019.
Table 9.4 – Carrying Value of AFS Securities
June 30, 2020
September 30, 2020September 30, 2020
(In Thousands)(In Thousands)SeniorMezzanineSubordinateTotal(In Thousands)SeniorMezzanineSubordinateTotal
Principal balancePrincipal balance$—  $—  $264,100  $264,100  Principal balance$$2,000 $287,659 $289,659 
Credit reserveCredit reserve—  —  (37,785) (37,785) Credit reserve(43,186)(43,186)
Unamortized discount, netUnamortized discount, net—  —  (104,260) (104,260) Unamortized discount, net(99,221)(99,221)
Amortized costAmortized cost—  —  122,055  122,055  Amortized cost2,000 145,252 147,252 
Gross unrealized gainsGross unrealized gains—  —  56,999  56,999  Gross unrealized gains16 63,439 63,455 
Gross unrealized lossesGross unrealized losses—  —  (3,846) (3,846) Gross unrealized losses(2,507)(2,507)
Allowance for credit lossesAllowance for credit losses—  —  (1,471) (1,471) Allowance for credit losses(1,027)(1,027)
Carrying ValueCarrying Value$—  $—  $173,737  $173,737  Carrying Value$$2,016 $205,157 $207,173 
39


REDWOOD TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2020
(Unaudited)

Note 9. Real Estate Securities - (continued)

December 31, 2019December 31, 2019December 31, 2019
(In Thousands)(In Thousands)SeniorMezzanineSubordinateTotal(In Thousands)SeniorMezzanineSubordinateTotal
Principal balancePrincipal balance$26,331  $13,512  $264,234  $304,077  Principal balance$26,331 $13,512 $264,234 $304,077 
Credit reserveCredit reserve(533) —  (32,407) (32,940) Credit reserve(533)(32,407)(32,940)
Unamortized discount, netUnamortized discount, net(10,427) (527) (113,301) (124,255) Unamortized discount, net(10,427)(527)(113,301)(124,255)
Amortized costAmortized cost15,371  12,985  118,526  146,882  Amortized cost15,371 12,985 118,526 146,882 
Gross unrealized gainsGross unrealized gains10,450  702  81,329  92,481  Gross unrealized gains10,450 702 81,329 92,481 
Gross unrealized lossesGross unrealized losses(29) —  —  (29) Gross unrealized losses(29)(29)
Carrying ValueCarrying Value$25,792  $13,687  $199,855  $239,334  Carrying Value$25,792 $13,687 $199,855 $239,334 
The following table presents the changes for the three and sixnine months ended JuneSeptember 30, 2020, in unamortized discount and designated credit reserves on AFS securities.
Table 9.5 – Changes in Unamortized Discount and Designated Credit Reserves on AFS Securities
Three Months Ended June 30, 2020Six Months Ended June 30, 2020Three Months Ended September 30, 2020Nine Months Ended September 30, 2020
Credit
Reserve
Unamortized
Discount, Net
Credit
Reserve
Unamortized
Discount, Net
Credit
Reserve
Unamortized
Discount, Net
Credit
Reserve
Unamortized
Discount, Net
(In Thousands)(In Thousands)Credit
Reserve
Unamortized
Discount, Net
Beginning balanceBeginning balance$37,717  $109,538  $32,940  $124,255  Beginning balance$37,785 $104,260 $32,940 $124,255 
Amortization of net discountAmortization of net discount—  (1,087) —  (2,841) Amortization of net discount(1,766)(4,607)
Realized credit lossesRealized credit losses(184) —  (703) —  Realized credit losses(194)(897)
AcquisitionsAcquisitions—  —  5,184  777  Acquisitions1,303 1,019 6,487 1,796 
Sales, calls, otherSales, calls, other(520) (3,419) (726) (16,841) Sales, calls, other(726)(16,841)
(Release of) transfers to credit reserves, net(Release of) transfers to credit reserves, net772  (772) 1,090  (1,090) (Release of) transfers to credit reserves, net4,292 (4,292)5,382 (5,382)
Ending BalanceEnding Balance$37,785  $104,260  $37,785  $104,260  Ending Balance$43,186 $99,221 $43,186 $99,221 
41


REDWOOD TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2020
(Unaudited)

Note 9. Real Estate Securities - (continued)

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 JuneSeptember 30, 2020 and December 31, 2019.
Table 9.6 – Components of Fair Value of AFS Securities by Holding Periods
Less Than 12 Consecutive Months12 Consecutive Months or LongerLess Than 12 Consecutive Months12 Consecutive Months or Longer
Amortized
Cost
Unrealized
Losses
Fair
Value
Amortized
Cost
Unrealized
Losses
Fair
Value
Amortized
Cost
Unrealized
Losses
Fair
Value
Amortized
Cost
Unrealized
Losses
Fair
Value
(In Thousands)(In Thousands)Amortized
Cost
Unrealized
Losses
Fair
Value
June 30, 2020$37,751  $(3,846) $32,433  $—  $—  $—  
September 30, 2020September 30, 2020$32,890 $(2,507)$30,330 $$$
December 31, 2019December 31, 2019—  —  —  5,830  (29) 5,801  December 31, 20195,830 (29)5,801 
At JuneSeptember 30, 2020, after giving effect to purchases, sales, and extinguishment due to credit losses, our consolidated balance sheet included 9496 AFS securities, of which 137 were in an unrealized loss position and 0 were in a continuous unrealized loss position for 12 consecutive months or longer. At December 31, 2019, our consolidated balance sheet included 107 AFS securities, of which 1 was in an unrealized loss position and 1 was in a continuous unrealized loss position for 12 consecutive months or longer.

40


REDWOOD TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2020
(Unaudited)

Note 9. Real Estate Securities - (continued)

Evaluating AFS Securities for Credit Losses
Gross unrealized losses on our AFS securities were $4$3 million at JuneSeptember 30, 2020. Pursuant to our adoption of ASU 2016-13, "Financial Instruments - Credit Losses" in the first quarter of 2020, we evaluate all securities in an unrealized loss position to determine if the impairment is credit-related (resulting in an allowance for credit losses recorded in earnings) or non-credit-related (resulting in an unrealized loss through other comprehensive income). At JuneSeptember 30, 2020, we did not intend to sell any of our AFS securities that were in an unrealized loss position, and it is more likely than not that we will not be required to sell these securities before recovery of their amortized cost basis, which may be at their maturity. We review our AFS securities that are in an unrealized loss position to identify those securities with losses based on an assessment of changes in expected cash flows for such securities, which considers recent security performance and expected future performance of the underlying collateral.
At JuneSeptember 30, 2020, our allowance for credit losses related to our AFS securities was $1 million. AFS securities for which an allowance is recognized have experienced, or are expected to experience, credit-related adverse cash flow changes. In determining our estimate of cash flows for AFS securities we may consider factors such as structural credit enhancement, past and expected future performance of underlying mortgage loans, including timing of expected future cash flows, which are informed by prepayment rates, default rates, loss severities, delinquency rates, percentage of non-performing loans, FICO scores at loan origination, year of origination, loan-to-value ratios, and geographic concentrations, as well as general market assessments. Changes in our evaluation of these factors impacted the cash flows expected to be collected at the assessment date and were used to determine if there were credit-related adverse cash flows and if so, the amount of credit related losses. Significant judgment is used in both our analysis of the expected cash flows for our AFS securities and any determination of security credit losses.
The table below summarizes the weighted average of the significant credit quality indicators we used for the credit loss allowance on our AFS securities at JuneSeptember 30, 2020.
Table 9.7 – Significant Credit Quality Indicators
JuneSeptember 30, 2020Subordinate Securities
Default rate0.5%
Loss severity20%
42


REDWOOD TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2020
(Unaudited)

Note 9. Real Estate Securities - (continued)

The following table details the activity related to the allowance for credit losses for AFS securities held at JuneSeptember 30, 2020.
Table 9.8 – Rollforward of Allowance for Credit Losses
Three Months EndedSix Months Ended
(In Thousands)June 30, 2020June 30, 2020
Beginning balance allowance for credit losses$1,525  $—  
Transition impact from adoption of new standard—  —  
Additions to allowance for credit losses on securities for which credit losses were not previously recorded—  1,525  
Allowance on purchased financial assets with credit deterioration—  —  
Reduction to allowance for securities sold during the period—  —  
Reduction to allowance for securities we intend to sell or more likely than not will be required to sell—  —  
Write-offs charged against allowance—  —  
Recoveries of amounts previously written off(54) (54) 
Ending balance of allowance for credit losses$1,471  $1,471  

41


REDWOOD TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2020
(Unaudited)

Note 9. Real Estate Securities - (continued)

Three Months EndedNine Months Ended
(In Thousands)September 30, 2020September 30, 2020
Beginning balance allowance for credit losses$1,471 $
Transition impact from adoption of new standard
Additions to allowance for credit losses on securities for which credit losses were not previously recorded339 1,864 
Additional increases or decreases to the allowance for credit losses on securities that had an allowance recorded in a previous period(783)(837)
Allowance on purchased financial assets with credit deterioration
Reduction to allowance for securities sold during the period
Reduction to allowance for securities we intend to sell or more likely than not will be required to sell
Write-offs charged against allowance
Recoveries of amounts previously written off
Ending balance of allowance for credit losses$1,027 $1,027 
Gains and losses from the sale of AFS securities are recorded as Realized gains, net, in our consolidated statements of income (loss). The following table presents the gross realized gains and losses on sales and calls of AFS securities for the three and sixnine months ended JuneSeptember 30, 2020 and 2019.
Table 9.9 – Gross Realized Gains and Losses on AFS Securities
Three Months Ended June 30,Six Months Ended June 30,Three Months Ended September 30,Nine Months Ended September 30,
(In Thousands)(In Thousands)2020201920202019(In Thousands)2020201920202019
Gross realized gains - salesGross realized gains - sales$1,074  $2,827  $8,779  $9,487  Gross realized gains - sales$$3,656 $8,779 $13,143 
Gross realized gains - callsGross realized gains - calls—  —  —  4,026  Gross realized gains - calls1,058 5,084 
Gross realized losses - salesGross realized losses - sales(291) —  (4,144) —  Gross realized losses - sales(4,144)
Total Realized Gains on Sales and Calls of AFS Securities, netTotal Realized Gains on Sales and Calls of AFS Securities, net$783  $2,827  $4,635  $13,513  Total Realized Gains on Sales and Calls of AFS Securities, net$$4,714 $4,635 $18,227 
Note 10. Other Investments
Other investments at JuneSeptember 30, 2020 and December 31, 2019 are summarized in the following table.
Table 10.1 – Components of Other Investments
(In Thousands)(In Thousands)June 30, 2020December 31, 2019(In Thousands)September 30, 2020December 31, 2019
Servicer advance investmentsServicer advance investments$266,948  $169,204  Servicer advance investments$258,621 $169,204 
Shared home appreciation optionsShared home appreciation options40,851  45,085  Shared home appreciation options41,758 45,085 
Excess MSRsExcess MSRs36,197  31,814  Excess MSRs35,070 31,814 
Mortgage servicing rightsMortgage servicing rights19,661  42,224  Mortgage servicing rights14,878 42,224 
Investment in multifamily loan fundInvestment in multifamily loan fund30,370  39,802  Investment in multifamily loan fund(323)39,802 
OtherOther35,813  30,001  Other34,624 30,001 
Total Other InvestmentsTotal Other Investments$429,840  $358,130  Total Other Investments$384,628 $358,130 
43


REDWOOD TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2020
(Unaudited)

Note 10. Other Investments - (continued)
Servicer advance investments
In 2018, we and a third-party co-investor, through two2 partnerships (“SA Buyers”) consolidated by us, purchased the outstanding servicer advances and excess MSRs related to a portfolio of legacy residential mortgage-backed securitizations serviced by the co-investor (Refer to our Annual Report on Form 10-K for the year ended December 31, 2019 for additional information regarding the transaction). During the sixnine months ended JuneSeptember 30, 2020, we funded additional purchases of outstanding servicer advances and excess MSRs under the same partnership structure. At JuneSeptember 30, 2020, we had funded $94 million of total capital to the SA Buyers (see Note 16 for additional detail).

42


REDWOOD TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2020
(Unaudited)

Note 10. Other Investments - (continued)
At JuneSeptember 30, 2020, our servicer advance investments had a carrying value of $267$259 million and were associated with a portfolio of residential mortgage loans with an unpaid principal balance of $10.26$9.71 billion. The outstanding servicer advance receivables associated with this investment were $250$242 million at JuneSeptember 30, 2020, which were financed with short-term non-recourse securitization debt (see Note 13 for additional detail on this debt). The servicer advance receivables were comprised of the following types of advances at JuneSeptember 30, 2020 and December 31, 2019.
Table 10.2 – Components of Servicer Advance Receivables
(In Thousands)(In Thousands)June 30, 2020December 31, 2019(In Thousands)September 30, 2020December 31, 2019
Principal and interest advancesPrincipal and interest advances$82,719  $15,081  Principal and interest advances$88,370 $15,081 
Escrow advances (taxes and insurance advances)Escrow advances (taxes and insurance advances)118,260  96,732  Escrow advances (taxes and insurance advances)115,352 96,732 
Corporate advancesCorporate advances48,726  39,769  Corporate advances38,337 39,769 
Total Servicer Advance ReceivablesTotal Servicer Advance Receivables$249,705  $151,582  Total Servicer Advance Receivables$242,059 $151,582 
We account for our servicer advance investments at fair value and during the three and sixnine months ended JuneSeptember 30, 2020, we recorded $3$3 million and $6$8 million, respectively, of interest income associated with these investments, and recorded net market valuation lossesgain of less than $0.1 million and a net market valuation loss of $6 million, respectively, through Investment fair value changes, net in our consolidated statements of income (loss). During the three and sixnine months ended JuneSeptember 30, 2019, we recorded $3 million and $5$9 million, respectively, of interest income associated with these investments for each of these periods, and recorded net market valuation gains of $0.4$2 million and $1$3 million, respectively, through Investment fair value changes, net in our consolidated statements of income (loss).
Mortgage Servicing Rights
We invest in mortgage servicing rights associated with residential mortgage loans and contract with licensed sub-servicers to perform all servicing functions for these loans. The majority of our investments in MSRs were made through the retention of servicing rights associated with the residential jumbo mortgage loans that we acquired and subsequently transferred to third parties. We hold our MSR investments at our taxable REIT subsidiaries.
At JuneSeptember 30, 2020 and December 31, 2019, our MSRs had a fair value of $20$15 million and $42 million, respectively, and were associated with loans with an aggregate principal balance of $3.63$3.14 billion and $4.35 billion, respectively. During the three and sixnine months ended JuneSeptember 30, 2020, including net market valuation gains and losses on our MSRs and related risk management derivatives, we recorded net losses of $1$2 million and $3$6 million, respectively, through Other income on our consolidated statements of income (loss). During the three and sixnine months ended JuneSeptember 30, 2019, we recognized $0.4 million and $2 million of income, net, for both periodsrespectively, through Other income on our consolidated statements of income (loss).

44


REDWOOD TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2020
(Unaudited)

Note 10. Other Investments - (continued)
Excess MSRs
In association with our servicer advance investments described above, we (through our consolidated SA Buyers) invested in excess MSRs associated with the same portfolio of legacy residential mortgage-backed securitizations. Additionally, we own excess MSRs associated with specified pools of multifamily loans. We account for our excess MSRs at fair value and during the three and sixnine months ended JuneSeptember 30, 2020, we recognized $3 million and $6$9 million of interest income, respectively, through Other interest income, and recorded a net market valuation gainlosses of $3$1 million and a net market valuation loss of $7$8 million, respectively, through Investment fair value changes, net on our consolidated statements of income (loss). During the three and sixnine months ended JuneSeptember 30, 2019, we recognized $2 million and $4$6 million of interest income, respectively, through Other interest income, and recorded net market valuation losses of $0.1$2 million and $0.5 million, respectively,for both periods through Investment fair value changes, net on our consolidated statements of income (loss).

43


REDWOOD TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2020
(Unaudited)

Note 10. Other Investments - (continued)
Investment in Multifamily Loan Fund
In January 2019, we invested in a limited partnership created to acquire floating rate, light-renovation multifamily loans from Freddie Mac. We committed to fund an aggregate of $78 million to the partnership, and have funded approximately $70 million at June 30, 2020. During the three months ended March 31, 2020, we acquired $28 million of securities from the partnership's first securitization transaction. At JuneSeptember 30, 2020, the carrying amount of our investment in the partnership was $30 million.0 and we had 0 remaining funding obligations to the partnership. During the three and sixnine months ended JuneSeptember 30, 2020, we acquired $28 million and $56 million of securities, respectively, from the partnership's securitization transactions. During the three and nine months ended September 30, 2020, we recorded lossesincome of $1$0.3 million and income of $0.3$0.6 million, respectively, associated with this investment in Other income on our consolidated statements of income (loss). During both the three and sixnine months ended JuneSeptember 30, 2019, we recorded $0.1$1 million and $0.5 million of lossesincome, respectively, associated with this investment in Other income on our consolidated statements of income (loss).
Shared Home Appreciation Options
In the third quarter of 2019, we entered into a flow purchase agreement to acquire shared home appreciation options. At JuneSeptember 30, 2020, we had acquired $47 million of shared home appreciation options under this flow purchase agreement and had an outstanding commitment to fund up to an additional $3 million under this agreement. We account for these investments under the fair value option and during the three and sixnine months ended JuneSeptember 30, 2020, we recorded a net market valuation gain of $1$2 million and a net market valuation loss of $7$4 million, respectively, related to these assets through Investment fair value changes, net on our consolidated statements of income (loss).
45


REDWOOD TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2020
(Unaudited)
Note 11. Derivative Financial Instruments
The following table presents the fair value and notional amount of our derivative financial instruments at JuneSeptember 30, 2020 and December 31, 2019.
Table 11.1 – Fair Value and Notional Amount of Derivative Financial Instruments
June 30, 2020December 31, 2019September 30, 2020December 31, 2019
Fair
Value
Notional
Amount
Fair
Value
Notional
Amount
Fair
Value
Notional
Amount
Fair
Value
Notional
Amount
(In Thousands)(In Thousands)Fair
Value
Notional
Amount
Assets - Risk Management DerivativesAssets - Risk Management DerivativesAssets - Risk Management Derivatives
Interest rate swapsInterest rate swaps$—  $—  $17,095  $1,399,000  Interest rate swaps$78 $25,000 $17,095 $1,399,000 
TBAsTBAs—  —  5,755  2,445,000  TBAs402 140,000 5,755 2,445,000 
Interest rate futuresInterest rate futures—  —  777  213,700  Interest rate futures63 40,000 777 213,700 
SwaptionsSwaptions—  —  1,925  1,065,000  Swaptions3,393 285,000 1,925 1,065,000 
Assets - Other DerivativesAssets - Other DerivativesAssets - Other Derivatives
Loan purchase and interest rate lock commitmentsLoan purchase and interest rate lock commitments357  24,871  10,149  1,537,162  Loan purchase and interest rate lock commitments10,773 1,724,207 10,149 1,537,162 
Total AssetsTotal Assets$357  $24,871  $35,701  $6,659,862  Total Assets$14,709 $2,214,207 $35,701 $6,659,862 
Liabilities - Cash Flow HedgesLiabilities - Cash Flow HedgesLiabilities - Cash Flow Hedges
Interest rate swapsInterest rate swaps$—  $—  $(51,530) $139,500  Interest rate swaps$$$(51,530)$139,500 
Liabilities - Risk Management DerivativesLiabilities - Risk Management DerivativesLiabilities - Risk Management Derivatives
Interest rate swapsInterest rate swaps—  —  (97,235) 2,314,300  Interest rate swaps(15)25,000 (97,235)2,314,300 
TBAsTBAs—  —  (13,359) 4,160,000  TBAs(263)105,000 (13,359)4,160,000 
Interest rate futuresInterest rate futures—  —  (10) 12,300  Interest rate futures(10)12,300 
Liabilities - Other DerivativesLiabilities - Other DerivativesLiabilities - Other Derivatives
Loan purchase commitmentsLoan purchase commitments(1,932) 199,932  (1,290) 303,394  Loan purchase commitments(1,334)231,651 (1,290)303,394 
Total LiabilitiesTotal Liabilities$(1,932) $199,932  $(163,424) $6,929,494  Total Liabilities$(1,612)$361,651 $(163,424)$6,929,494 
Total Derivative Financial Instruments, NetTotal Derivative Financial Instruments, Net$(1,575) $224,803  $(127,723) $13,589,356  Total Derivative Financial Instruments, Net$13,097 $2,575,858 $(127,723)$13,589,356 
4446


REDWOOD TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JuneSeptember 30, 2020
(Unaudited)
Note 11. Derivative Financial Instruments - (continued)
Risk Management Derivatives
To manage, to varying degrees, risks associated with certain assets and liabilities on our consolidated balance sheets, we may enter into derivative contracts. At JuneSeptember 30, 2020, we were 0t party to any derivative contracts.swaps and swaptions with an aggregate notional amount of $335 million, TBA agreements sold with an aggregate notional amount of $245 million, and interest rate futures contracts with an aggregate notional amount of $40 million. At December 31, 2019, we were party to swaps and swaptions with an aggregate notional amount of $4.78 billion, TBA agreements sold with an aggregate notional amount of $6.61 billion, and interest rate futures contracts with an aggregate notional amount of $226 million.
During the three and sixnine months ended JuneSeptember 30, 2020, risk management derivatives had net market valuation losses of 0 and $98 million, respectively. During the three and sixnine months ended JuneSeptember 30, 2019, risk management derivatives had net market valuation losses of $66$36 million and $111$147 million, respectively. These market valuation gains and losses are recorded in Mortgage banking activities, net, Investment fair value changes, net, and Other income on our consolidated statements of income (loss). During the three months ended March 31, 2020, we settled substantially all of our outstanding derivative contracts as we determined that they were no longer effectively managing the risks associated with certain assets and liabilities.
Loan Purchase and Interest Rate Lock Commitments
LPCs and IRLCs that qualify as derivatives are recorded at their estimated fair values. For the three and sixnine months ended JuneSeptember 30, 2020, LPCs and IRLCs had net market valuation gains of $3$14 million and $21$35 million, respectively, that were recorded in Mortgage banking activities, net on our consolidated statements of income (loss). For the three and sixnine months ended JuneSeptember 30, 2019, LPCs and IRLCs had net market valuation gains of $17$14 million and $29$42 million, respectively, that were recorded in Mortgage banking activities, net on our consolidated statements of income (loss).
Derivatives Designated as Cash Flow Hedges
To manage the variability in interest expense related to portions of 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 certain interest rate swaps as cash flow hedges.
During the first quarter of 2020, we terminated and settled all of our outstanding derivatives that had been designated as cash flow hedges for our long-term debt, with a payment of $84 million. For interest rate agreements previously designated as cash flow hedges, our total unrealized loss reported in Accumulated other comprehensive income was $83$82 million and $51 million at JuneSeptember 30, 2020 and December 31, 2019, respectively. We will amortize this loss into interest expense over the remaining term of the trust preferred securities and subordinated notes. As of JuneSeptember 30, 2020, we expect to amortize $4 million of realized losses related to terminated cash flow hedges into interest expense over the next twelve months.
For the three and sixnine months ended JuneSeptember 30, 2020, changes in the values of designated cash flow hedges were 0 and negative $33 million, respectively, and were recorded in Accumulated other comprehensive income, a component of equity. For the three and sixnine months ended JuneSeptember 30, 2019, changes in the values of designated cash flow hedges were negative $10$12 million and negative $15$27 million, respectively, and were recorded in Accumulated other comprehensive income, a component of equity.
The following table illustrates the impact on interest expense of our interest rate agreements accounted for as cash flow hedges for the three and sixnine months ended JuneSeptember 30, 2020 and 2019.
Table 11.2 – Impact on Interest Expense of Interest Rate Agreements Accounted for as Cash Flow Hedges
Three Months Ended June 30,Six Months Ended June 30,Three Months Ended September 30,Nine Months Ended September 30,
(In Thousands)(In Thousands)2020201920202019(In Thousands)2020201920202019
Net interest expense on cash flows hedgesNet interest expense on cash flows hedges$—  $(640) $(860) $(1,277) Net interest expense on cash flows hedges$$(727)$(860)$(2,004)
Realized net losses reclassified from other comprehensive incomeRealized net losses reclassified from other comprehensive income(1,029) —  (1,108) —  Realized net losses reclassified from other comprehensive income(1,040)(2,148)
Total Interest ExpenseTotal Interest Expense$(1,029) $(640) $(1,968) $(1,277) Total Interest Expense$(1,040)$(727)$(3,008)$(2,004)
4547


REDWOOD TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JuneSeptember 30, 2020
(Unaudited)
Note 11. Derivative Financial Instruments - (continued)
Derivative Counterparty Credit Risk
As discussed in our Annual Report on Form 10-K for the year ended December 31, 2019, we consider counterparty risk as part of our fair value assessments of all derivative financial instruments at each quarter-end. At JuneSeptember 30, 2020, we assessed this risk as remote and did not record a specific valuation adjustment.
At JuneSeptember 30, 2020, we were in compliance with our derivative counterparty ISDA agreements.
Note 12. Other Assets and Liabilities
Other assets at JuneSeptember 30, 2020 and December 31, 2019 are summarized in the following table.
Table 12.1 – Components of Other Assets
(In Thousands)(In Thousands)June 30, 2020December 31, 2019(In Thousands)September 30, 2020December 31, 2019
Accrued interest receivableAccrued interest receivable$44,134  $71,058  Accrued interest receivable$39,330 $71,058 
Pledged collateral33,105  32,945  
Investment receivableInvestment receivable29,916  23,330  Investment receivable25,767 23,330 
Income tax receivables17,255  36  
Right-of-use assetRight-of-use asset15,561  11,866  Right-of-use asset13,487 11,866 
REOREO9,780  9,462  REO8,535 9,462 
Pledged collateralPledged collateral8,172 32,945 
Income tax receivablesIncome tax receivables8,148 36 
FHLBC stockFHLBC stock5,000  43,393  FHLBC stock5,000 43,393 
Fixed assets and leasehold improvements (1)
Fixed assets and leasehold improvements (1)
4,590  4,901  
Fixed assets and leasehold improvements (1)
4,408 4,901 
Margin receivableMargin receivable2,746  209,776  Margin receivable3,809 209,776 
OtherOther9,499  12,554  Other7,617 12,554 
Total Other AssetsTotal Other Assets$171,586  $419,321  Total Other Assets$124,273 $419,321 
(1)Fixed assets and leasehold improvements had a basis of $12 million and accumulated depreciation of $7$8 million at JuneSeptember 30, 2020.
Accrued expenses and other liabilities at JuneSeptember 30, 2020 and December 31, 2019 are summarized in the following table.
Table 12.2 – Components of Accrued Expenses and Other Liabilities
(In Thousands)(In Thousands)June 30, 2020December 31, 2019(In Thousands)September 30, 2020December 31, 2019
Accrued interest payableAccrued interest payable$37,024  $60,655  Accrued interest payable$34,225 $60,655 
Payable to minority partnerPayable to minority partner17,492 13,189 
Accrued compensationAccrued compensation17,127 33,888 
Lease liabilityLease liability17,348  13,443  Lease liability15,123 13,443 
Payable to minority partner17,021  13,189  
Contingent consideration14,953  28,484  
Deferred considerationDeferred consideration14,442 
Guarantee obligationsGuarantee obligations12,350  14,009  Guarantee obligations11,264 14,009 
Accrued compensation10,677  33,888  
Current accounts payableCurrent accounts payable8,717 5,468 
Residential loan and MSR repurchase reserveResidential loan and MSR repurchase reserve8,295  4,268  Residential loan and MSR repurchase reserve8,565 4,268 
Residential bridge loan holdbacksResidential bridge loan holdbacks7,348  10,682  Residential bridge loan holdbacks6,350 10,682 
Deferred tax liabilitiesDeferred tax liabilities5,152  5,152  Deferred tax liabilities5,152 5,152 
Accrued operating expensesAccrued operating expenses3,922 4,358 
Contingent considerationContingent consideration28,484 
OtherOther35,845  23,123  Other13,610 13,297 
Total Accrued Expenses and Other LiabilitiesTotal Accrued Expenses and Other Liabilities$166,013  $206,893  Total Accrued Expenses and Other Liabilities$155,989 $206,893 
48


REDWOOD TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2020
(Unaudited)
Note 12. Other Assets and Liabilities - (continued)
Refer to our Annual Report on Form 10-K for the year ended December 31, 2019 for additional descriptions of our other assets and liabilities.
46


REDWOOD TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2020
(Unaudited)
Note 12. Other Assets and Liabilities - (continued)
Margin Receivable and Payable
Margin receivable and payable resulted from margin calls between us and our counterparties under derivatives, master repurchase agreements, and warehouse facilities, whereby we or the counterparty posted collateral. Through JuneSeptember 30, 2020, we had met all margin calls due.
REO
The carrying value of REO at JuneSeptember 30, 2020 was $10$9 million, which included $2$3 million of REO from our residential bridge loan portfolio, $1 million of REO from our consolidated Legacy Sequoia entities, $1 million from our consolidated Freddie Mac SLST entities, and $5$4 million from consolidated CAFL entities. At JuneSeptember 30, 2020, there were 32 residential bridge loan REO assets, 53 REO assets at our Legacy Sequoia entities, 109 REO assets at our Freddie Mac SLST entities, and 43 REO assets at our CAFL entities recorded on our consolidated balance sheets. During the sixnine months ended JuneSeptember 30, 2020, transfers into REO included a $2$5 million residential bridge loan, $1 million from Legacy Sequoia entities, $1 million from Freddie Mac SLST entities, and $6 million from CAFL entities. During the sixnine months ended JuneSeptember 30, 2020, there were REO liquidations of $8$13 million, resulting in $1$0.3 million of unrealized losses which were recorded in Investment fair value changes, net, on our consolidated statements of income (loss). At December 31, 2019, there were 4 residential bridge loan REO assets, 4 REO assets at our Legacy Sequoia entities, 3 REO assets at our Freddie Mac SLST entities, and 2 REO assets at our CAFL entities recorded on our consolidated balance sheets.
Note 13. 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 investment banking firms. At JuneSeptember 30, 2020, we had outstanding agreements with several counterparties and we were in compliance with all of the related covenants.
The table below summarizes our short-term debt, including the facilities that are available to us, the outstanding balances, the weighted average interest rate, and the maturity information at JuneSeptember 30, 2020 and December 31, 2019.
Table 13.1 – Short-Term Debt
June 30, 2020September 30, 2020
(Dollars in Thousands)(Dollars in Thousands)Number of FacilitiesOutstanding BalanceLimitWeighted Average Interest RateMaturityWeighted Average Days Until Maturity(Dollars in Thousands)Number of FacilitiesOutstanding BalanceLimitWeighted Average Interest RateMaturityWeighted Average Days Until Maturity
FacilitiesFacilitiesFacilities
Residential loan warehouse (1)
Residential loan warehouse (1)
 $13,581  $700,000  3.14 %2/2021241
Residential loan warehouse (1)
$81,898 $600,000 2.90 %10/2020-8/2021203
Business purpose residential loan warehouse (2)
Business purpose residential loan warehouse (2)
 92,901  500,000  3.41 %6/2021-5/2022536
Business purpose residential loan warehouse (2)
96,811 500,000 3.28 %6/2021-5/2022437
Real estate securities repo (1)
Real estate securities repo (1)
 311,888  —  4.21 %7/2020-11/202039
Real estate securities repo (1)
75,054 2.87 %10/2020-12/202038
Total Short-Term Debt FacilitiesTotal Short-Term Debt Facilities 418,370  Total Short-Term Debt Facilities253,763 
Servicer advance financingServicer advance financing 244,437  400,000  1.99 %11/2020153Servicer advance financing228,998 400,000 1.96 %11/202061
Total Short-Term DebtTotal Short-Term Debt$662,807  Total Short-Term Debt$482,761 
4749


REDWOOD TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JuneSeptember 30, 2020
(Unaudited)
Note 13. Short-Term Debt - (continued)
December 31, 2019December 31, 2019
(Dollars in Thousands)(Dollars in Thousands)Number of FacilitiesOutstanding BalanceLimitWeighted Average Interest RateMaturityWeighted Average Days Until Maturity(Dollars in Thousands)Number of FacilitiesOutstanding BalanceLimitWeighted Average Interest RateMaturityWeighted Average Days Until Maturity
FacilitiesFacilitiesFacilities
Residential loan warehouse (1)
Residential loan warehouse (1)
 $185,894  $1,425,000  3.23 %1/2020-10/202069
Residential loan warehouse (1)
$185,894 $1,425,000 3.23 %1/2020-10/202069
Business purpose residential loan warehouse (2)
Business purpose residential loan warehouse (2)
 814,118  1,475,000  4.11 %12/2020-5/2022489
Business purpose residential loan warehouse (2)
814,118 1,475,000 4.11 %12/2020-5/2022489
Real estate securities repo (1)
Real estate securities repo (1)
10  1,176,579  —  2.94 %1/2020-3/202023
Real estate securities repo (1)
10 1,176,579 2.94 %1/2020-3/202023
Total Short-Term Debt FacilitiesTotal Short-Term Debt Facilities22  2,176,591  Total Short-Term Debt Facilities22 2,176,591 
Servicer advance financingServicer advance financing 152,554  400,000  3.56 %11/2020335Servicer advance financing152,554 400,000 3.56 %11/2020335
Total Short-Term DebtTotal Short-Term Debt$2,329,145  Total Short-Term Debt$2,329,145 
(1)Borrowings under our facilities are generally charged interest based on a specified margin over the one-month LIBOR interest rate. At JuneSeptember 30, 2020 and December 31, 2019, all of these borrowings were under uncommitted facilities and were due within 364 days (or less) of the borrowing date.
(2)Due to the revolving nature of the borrowings under these facilities, we have classified these facilities as short-term debt at JuneSeptember 30, 2020. Borrowings under these facilities will be repaid as the underlying loans mature or are sold to third parties or transferred to securitizations.
The following table below presents the value of loans, securities, and other assets pledged as collateral under our short-term debt facilities at JuneSeptember 30, 2020 and December 31, 2019.
Table 13.2 – Collateral for Short-Term Debt Facilities
(In Thousands)(In Thousands)June 30, 2020December 31, 2019(In Thousands)September 30, 2020December 31, 2019
Collateral TypeCollateral TypeCollateral Type
Held-for-sale residential loansHeld-for-sale residential loans$15,241  $201,949  Held-for-sale residential loans$95,023 $201,949 
Business purpose residential loansBusiness purpose residential loans116,701  988,179  Business purpose residential loans110,505 988,179 
Real estate securitiesReal estate securitiesReal estate securities
On balance sheetOn balance sheet24,442  618,881  On balance sheet24,670 618,881 
Sequoia Choice securitizations (1)
Sequoia Choice securitizations (1)
59,543  111,341  
Sequoia Choice securitizations (1)
63,088 111,341 
Freddie Mac SLST securitizations (1)
Freddie Mac SLST securitizations (1)
334,043  381,640  
Freddie Mac SLST securitizations (1)
381,640 
Freddie Mac K-Series securitizations (1)
Freddie Mac K-Series securitizations (1)
24,384  252,284  
Freddie Mac K-Series securitizations (1)
26,550 252,284 
CAFL securitizations (1)
CAFL securitizations (1)
—  127,840  
CAFL securitizations (1)
127,840 
Total real estate securities owned
Total real estate securities owned
442,412  1,491,986  
Total real estate securities owned
114,308 1,491,986 
Other assets (2)
Other assets (2)
2,696  16,252  
Other assets (2)
16,252 
Total Collateral for Short-Term Debt FacilitiesTotal Collateral for Short-Term Debt Facilities$577,050  $2,698,366  Total Collateral for Short-Term Debt Facilities$319,836 $2,698,366 
(1)Represents securities we have retained from consolidated securitization entities. For GAAP purposes, we consolidate the loans and non-recourse ABS debt issued from these securitizations.
(2)In addition to securities that serve as collateral for our securities repo borrowings, we had posted $3 million of cash collateral as margin with our borrowing counterparties.
For the three and sixnine months ended JuneSeptember 30, 2020, the average balances of our short-term debt facilities were $1.30 billion$313 million and $1.97$1.42 billion, respectively. At JuneSeptember 30, 2020 and December 31, 2019, accrued interest payable on our short-term debt facilities was $3$1 million and $6 million, respectively.
4850


REDWOOD TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JuneSeptember 30, 2020
(Unaudited)
Note 13. Short-Term Debt - (continued)
Servicer advance financing consists of non-recourse short-term securitization debt used to finance servicer advance investments. We consolidate the securitization entity that issued the debt, but the entity is independent of Redwood and the assets and liabilities are not owned by and are not legal obligations of Redwood. At JuneSeptember 30, 2020, the fair value of servicer advances, cash and restricted cash collateralizing the securitization financing was $283$270 million. At JuneSeptember 30, 2020, the accrued interest payable balance on this financing was $0.1 million and the unamortized capitalized commitment costs were $1$0.2 million.
We also maintain a $10 million committed line of credit with a financial institution that is secured by certain mortgage-backed securities with a fair market value of $3 million at JuneSeptember 30, 2020. At both JuneSeptember 30, 2020 and December 31, 2019, we had 0 outstanding borrowings on this facility.
Remaining Maturities of Short-Term Debt
The following table presents the remaining maturities of our secured short-term debt by the type of collateral securing the debt as well as our convertible notes at JuneSeptember 30, 2020.
Table 13.3 – Short-Term Debt by Collateral Type and Remaining Maturities
June 30, 2020September 30, 2020
(In Thousands)(In Thousands)Within 30 days31 to 90 daysOver 90 daysTotal(In Thousands)Within 30 days31 to 90 daysOver 90 daysTotal
Collateral TypeCollateral TypeCollateral Type
Held-for-sale residential loansHeld-for-sale residential loans$—  $—  $13,581  $13,581  Held-for-sale residential loans$1,217 $$80,681 $81,898 
Business purpose residential loansBusiness purpose residential loans—  —  92,901  92,901  Business purpose residential loans96,811 96,811 
Real estate securitiesReal estate securities150,774  140,682  20,432  311,888  Real estate securities37,217 37,837 75,054 
Total Secured Short-Term DebtTotal Secured Short-Term Debt150,774  140,682  126,914  418,370  Total Secured Short-Term Debt38,434 37,837 177,492 253,763 
Servicer advance financingServicer advance financing—  —  244,437  244,437  Servicer advance financing228,998 228,998 
Total Short-Term DebtTotal Short-Term Debt$150,774  $140,682  $371,351  $662,807  Total Short-Term Debt$38,434 $266,835 $177,492 $482,761 
Note 14. Asset-Backed Securities Issued
The carrying values of ABS issued by our consolidated securitization entities at JuneSeptember 30, 2020 and December 31, 2019, along with other selected information, are summarized in the following table.
Table 14.1 – Asset-Backed Securities Issued
June 30, 2020Legacy
Sequoia
Sequoia
Choice
Freddie Mac SLSTFreddie Mac
K-Series
CAFLTotal
September 30, 2020September 30, 2020Legacy
Sequoia
Sequoia
Choice
Freddie Mac SLST (1)
Freddie Mac
K-Series
CAFLTotal
(Dollars in Thousands)(Dollars in Thousands)Legacy
Sequoia
Sequoia
Choice
Freddie Mac SLSTFreddie Mac
K-Series
CAFLTotalFreddie Mac
K-Series
CAFLTotal
Certificates with principal balanceCertificates with principal balanceCertificates with principal balance$347,985 $1,571,714 $1,925,144 $418,212 $2,528,974 $6,792,029 
Interest-only certificatesInterest-only certificates1,410  9,005  24,434  13,874  95,324  144,047  Interest-only certificates1,268 6,805 24,053 13,122 137,064 182,312 
Market valuation adjustmentsMarket valuation adjustments(79,140) 58,871  22,069  32,605  (1,546) 32,859  Market valuation adjustments(56,769)48,045 95,138 33,531 78,112 198,057 
ABS Issued, NetABS Issued, Net$300,357  $1,861,777  $1,812,008  $464,691  $2,417,253  $6,856,086  ABS Issued, Net$292,484 $1,626,564 $2,044,335 $464,865 $2,744,150 $7,172,398 
Range of weighted average interest rates, by seriesRange of weighted average interest rates, by series0.39% to 2.60%2.22% to 5.04%3.50 %3.39 %3.19% to 5.18%Range of weighted average interest rates, by series0.35% to 1.96%2.23% to 5.02%3.50% to 4.75%3.39 %3.18% to 5.53%
Stated maturitiesStated maturities2024 - 20362047 - 20502028 - 202920252022 - 2048Stated maturities2024 - 20362047 - 20502028 - 205920252022 - 2048
Number of seriesNumber of series20  10    12  Number of series20 10 13 
4951


REDWOOD TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JuneSeptember 30, 2020
(Unaudited)

Note 14. Asset-Backed Securities Issued - (continued)
December 31, 2019Legacy
Sequoia
Sequoia
Choice
Freddie Mac SLSTFreddie Mac K-SeriesCAFLTotal
(Dollars in Thousands)
Certificates with principal balance$420,056 $1,979,719 $1,842,682 $3,844,789 $1,875,007 $9,962,253 
Interest-only certificates1,282 16,514 30,291 217,891 90,134 356,112 
Market valuation adjustments(18,873)40,965 45,349 93,559 36,110 197,110 
ABS Issued, Net$402,465 $2,037,198 $1,918,322 $4,156,239 $2,001,251 $10,515,475 
Range of weighted average interest rates, by series1.94% to 3.26%4.40% to 5.05%3.50 %3.35% to 4.35%3.25% to 5.36%
Stated maturities2024 - 20362047 - 20492028 - 20292025 - 20492022 - 2048
Number of series20 10 
(1)Includes $208 million (principal balance) of ABS issued by a re-securitization trust sponsored by Redwood and accounted for at amortized cost.
During the third quarter of 2020, we transferred all of the subordinate securities we owned from two consolidated re-performing loan securitization VIEs sponsored by Freddie Mac SLST to a re-securitization trust, which we determined was a VIE and for which we determined we are the primary beneficiary. At issuance, we sold $210 million (principal balance) of ABS issued to third parties and retained 100% of the remaining beneficial ownership interest in the trust through ownership of a subordinate security issued by the trust. The ABS was issued at a discount and we have elected to account for the ABS issued at amortized cost. At September 30, 2020, the carrying value of the ABS issued was $203 million and the debt discount was $5 million. The stated coupon of the ABS issued was 4.75% at issuance and the final stated maturity occurs in July 2059. The ABS issued is subject to optional redemption and interest rate step-ups prior to the stated maturity according to the terms of the respective governing agreements.
The actual maturity of each class of ABS issued is primarily determined by the rate of principal prepayments on the assets of the issuing entity. Each series is also subject to redemption prior to the stated maturity according to the terms of the respective governing documents of each ABS issuing entity. As a result, the actual maturity of ABS issued may occur earlier than its stated maturity. At JuneSeptember 30, 2020, the majority of the ABS issued and outstanding had contractual maturities beyond five years. See Note 4 for detail on the carrying value components of the collateral for ABS issued and outstanding. The following table summarizes the accrued interest payable on ABS issued at JuneSeptember 30, 2020 and December 31, 2019. Interest due on consolidated ABS issued is payable monthly.
Table 14.2 – Accrued Interest Payable on Asset-Backed Securities Issued
(In Thousands)(In Thousands)June 30, 2020December 31, 2019(In Thousands)September 30, 2020December 31, 2019
Legacy SequoiaLegacy Sequoia$230  $395  Legacy Sequoia$180 $395 
Sequoia ChoiceSequoia Choice6,474  7,732  Sequoia Choice5,652 7,732 
Freddie Mac SLST(1)Freddie Mac SLST(1)5,149  5,374  Freddie Mac SLST(1)5,831 5,374 
Freddie Mac K-SeriesFreddie Mac K-Series1,182  12,887  Freddie Mac K-Series1,182 12,887 
CAFLCAFL8,300  7,298  CAFL9,180 7,298 
Total Accrued Interest Payable on ABS IssuedTotal Accrued Interest Payable on ABS Issued$21,335  $33,686  Total Accrued Interest Payable on ABS Issued$22,025 $33,686 
(1)Includes accrued interest payable on ABS issued by a re-securitization trust sponsored by Redwood.
Note 15. Long-Term Debt
Refer to our Annual Report on Form 10-K for the year ended December 31, 2019 for a full description of our long-term debt.

52


REDWOOD TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2020
(Unaudited)
Note 15. Long-Term Debt - (continued)

FHLBC Borrowings
At JuneSeptember 30, 2020, $1 million of advances were outstanding under our FHLBC borrowing agreement, with a weighted average interest rate of 0.38%0.35%. These borrowings mature in 2026. At December 31, 2019, $2.00 billion of advances were outstanding under this agreement, which were classified as long-term debt, with a weighted average interest rate of 1.88% and a weighted average maturity of six years. During the three and sixnine months ended JuneSeptember 30, 2020, we repaid $1.37 billion0 and $2.00 billion, respectively, of our FHLBC borrowings. At JuneSeptember 30, 2020, total advances under this agreement were secured by $1 million of restricted cash. We do not expect to increase borrowings under our FHLBC borrowing agreement above the existing $1 million of advances outstanding. This agreement also requires our subsidiary to purchase and hold stock in the FHLBC in an amount equal to a specified percentage of outstanding advances. At JuneSeptember 30, 2020, our subsidiary held $5 million of FHLBC stock that is included in Other assets in our consolidated balance sheets.
50


REDWOOD TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2020
(Unaudited)
Note 15. Long-Term Debt - (continued)

Recourse Subordinate Securities Financing Facilities
In 2019, a subsidiary of Redwood entered into a repurchase agreement providing non-marginable (e.g., not subject to margin calls due to collateralbased on the market value changes)of the underlying collateral) recourse debt financing of certain Sequoia securities as well as securities retained from our consolidated Sequoia Choice securitizations. The financing is fully and unconditionally guaranteed by Redwood, with an interest rate of approximately 4.21% through September 2022. The financing facility may be terminated, at our option, in September 2022, and has a final maturity in September 2024, provided that the interest rate on amounts outstanding under the facility increases between October 2022 and September 2024. At JuneSeptember 30, 2020, we had borrowings under this facility totaling $182$180 million and $1 million of unamortized deferred issuance costs, for a net carrying value of $181$179 million. At JuneSeptember 30, 2020, the fair value of real estate securities pledged as collateral under this long-term debt facility was $223$232 million and included Sequoia securities and securities retained from our Sequoia Choice securitizations.
In the first quarter of 2020, a subsidiary of Redwood entered into a second repurchase agreement with similar terms to provide non-marginable recourse debt financing of certain securities retained from our consolidated CAFL securitizations. The financing is fully and unconditionally guaranteed by Redwood, with an interest rate of approximately 4.21% through February 2023. The financing facility may be terminated, at our option, in February 2023, and has a final maturity in February 2025, provided that the interest rate on amounts outstanding under the facility increases between March 2023 and February 2025. At JuneSeptember 30, 2020, we had borrowings under this facility totaling $103 million and $1 million of unamortized deferred issuance costs, for a net carrying value of $103$102 million. At JuneSeptember 30, 2020, the fair value of real estate securities pledged as collateral under this long-term debt facility was $110$112 million and included securities retained from our consolidated CAFL securitizations.
Non-Recourse Business Purpose Loan Financing FacilityFacilities
In the third quarter of 2020, a subsidiary of Redwood entered into a repurchase agreement providing non-marginable, non-recourse financing primarily for business purpose bridge loans. Borrowings under this facility accrue interest at a per annum rate equal to one-month LIBOR plus 3.85% (with a 0.50% LIBOR floor), through July 2022. We do not have the ability to increase borrowings under this borrowing facility above the existing amounts outstanding. At September 30, 2020, we had borrowings under this facility totaling $158 million and $1 million of unamortized deferred issuance costs, for a net carrying value of $157 million. At September 30, 2020, $216 million of bridge loans were pledged as collateral under this facility.
In the second quarter of 2020, a subsidiary of Redwood entered into a repurchase agreement providing non-marginable, non-recourse financing primarily for business purpose bridge loans. Borrowings under this facility accrue interest at a per annum rate equal to one-month LIBOR plus 7.50% (with a 1.50% LIBOR floor), through June 2022 (facility is fully callable in June 2021). This facility has an aggregate maximum borrowing capacity of $530 million, which consists of a term facility of $355 million and a revolving facility of $175 million. The revolving period ends in June 2021, and amounts borrowed under the term and revolving facilities are due in full in June 2022. At JuneSeptember 30, 2020, we had borrowings under this facility totaling $355$302 million and $6$4 million of unamortized deferred issuance costs, for a net carrying value of $350$298 million. At JuneSeptember 30, 2020, $442$369 million of bridge loans and $8$25 million of other BPL investments were pledged as collateral under this facility.

53


REDWOOD TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2020
(Unaudited)
Note 15. Long-Term Debt - (continued)

Recourse Business Purpose Loan Financing FacilityFacilities
In the third quarter of 2020, a subsidiary of Redwood entered into a repurchase agreement providing non-marginable financing for business purpose bridge loans and single-family rental loans. Borrowings under this facility accrue interest at a per annum rate equal to three-month LIBOR plus 3.00% through September 2023 and are recourse to Redwood. This facility has an aggregate maximum borrowing capacity of $250 million. At September 30, 2020, we had 0 borrowings outstanding under this facility.
In the second quarter of 2020, a subsidiary of Redwood entered into a repurchase agreement providing non-marginable financing for business purpose bridge loans and single-family rental loans. Borrowings under this facility accrue interest at a per annum rate equal to three-month LIBOR plus 3.50% to 4.50%4.00% (with a 1.00% LIBOR floor) through May 2022 and are recourse to Redwood. This facility has an aggregate maximum borrowing capacity of $500$350 million. At JuneSeptember 30, 2020, we had borrowings under this facility totaling $436$150 million and $1 million of unamortized deferred issuance costs, for a net carrying value of $435$150 million. At JuneSeptember 30, 2020, $280$18 million of bridge loans and $302$194 million of single-family rental loans were pledged as collateral under this facility.
Recourse Revolving Debt Facility
In the first quarter of 2020, a subsidiary of Redwood entered into a secured revolving debt facility agreement collateralized by MSRs and certificated mortgage servicing rights. Borrowings under this facility accrue interest at a per annum rate equal to one-month LIBOR plus 2.75% through January 2021, with an increase in rate between February 2021 and the maturity of the facility in January 2022. This facility has an aggregate maximum borrowing capacity of $50 million. BorrowingsWe had 0 borrowings outstanding under this facility totaled $20 million at JuneSeptember 30, 2020. At JuneSeptember 30, 2020, $40$33 million of MSRs and certificated servicing rights were pledged as collateral under this facility.

51


REDWOOD TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2020
(Unaudited)
Note 15. Long-Term Debt - (continued)

Convertible Notes
At JuneSeptember 30, 2020, we had $172 million principal amount outstanding of 5.75% exchangeable senior notes due 2025. During the second quarter of 2020, we repurchased $29 million par value of these notes at a discount and recorded a gain on extinguishment of $6 million in Realized gains, net on our consolidated statements of income (loss). At JuneSeptember 30, 2020, the accrued interest payable balance on this debt was $2$5 million and the unamortized deferred issuance costs were $5$4 million.
At JuneSeptember 30, 2020, we had $150 million principal amount outstanding of 5.625% convertible senior notes due 2024. During the second quarter of 2020, we repurchased $50 million par value of these notes at a discount and recorded a gain on extinguishment of $9 million in Realized gains, net on our consolidated statements of income (loss). At JuneSeptember 30, 2020, the accrued interest payable on this debt was $4$2 million, the unamortized deferred issuance costs were $3$2 million, and the debt discount was $1 million.
At JuneSeptember 30, 2020, we had $199 million principal amount outstanding of 4.75% convertible senior notes due 2023. During the second quarter of 2020, we repurchased $46 million par value of these notes at a discount and recorded a gain on extinguishment of $10 million in Realized gains, net on our consolidated statements of income (loss). At JuneSeptember 30, 2020, the accrued interest payable balance on this debt was $4$1 million and the unamortized deferred issuance costs were $3 million.
Trust Preferred Securities and Subordinated Notes
At JuneSeptember 30, 2020, we had trust preferred securities and subordinated notes outstanding of $100 million and $40 million, respectively. At both JuneSeptember 30, 2020 and December 31, 2019, the accrued interest payable balance on our trust preferred securities and subordinated notes was $1 million.
Note 16. Commitments and Contingencies
Lease Commitments
At JuneSeptember 30, 2020, we were obligated under 7 non-cancelable operating leases with expiration dates through 2031 for $21$18 million of cumulative lease payments. Our operating lease expense was $2$3 million and $1$2 million for the sixnine months ended JuneSeptember 30, 2020 and 2019, respectively.


54


REDWOOD TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2020
(Unaudited)
Note 16. Commitments and Contingencies - (continued)
The following table presents our future lease commitments at JuneSeptember 30, 2020.
Table 16.1 – Future Lease Commitments by Year
(In Thousands)(In Thousands)June 30, 2020(In Thousands)September 30, 2020
2020 (6 months)$1,860  
2020 (3 months)2020 (3 months)$930 
202120213,104  20212,949 
202220222,597  20222,427 
202320232,087  20231,913 
202420242,095  20241,917 
202520259,214  20258,039 
Total Lease CommitmentsTotal Lease Commitments20,957  Total Lease Commitments18,175 
Less: Imputed interestLess: Imputed interest(3,609) Less: Imputed interest(3,052)
Lease LiabilityLease Liability$17,348  Lease Liability$15,123 
During the sixnine months ended JuneSeptember 30, 2020, we entered into 3 new office leases and determined that each of these leases qualified as operating leases. At JuneSeptember 30, 2020, our lease liability was $17$15 million, which was a component of Accrued expenses and other liabilities, and our right-of-use asset was $16$13 million, which was a component of Other assets.
52


REDWOOD TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2020
(Unaudited)
Note 16. Commitments and Contingencies - (continued)
We determined that none of our leases contained an implicit interest rate and used a discount rate equal to our incremental borrowing rate on a collateralized basis to determine the present value of our total lease payments. As such, we determined the applicable discount rate for each of our leases using a swap rate plus an applicable spread for borrowing arrangements secured by our real estate loans and securities for a length of time equal to the remaining lease term on the date of adoption. At JuneSeptember 30, 2020, the weighted-average remaining lease term and weighted-average discount rate for our leases was 87 years and 5.0%, respectively.
Commitment to Fund Residential Bridge Loans
As of JuneSeptember 30, 2020, we had commitments to fund up to $167$225 million of additional advances on existing residential bridge loans. These commitments are generally subject to loan agreements with covenants regarding the financial performance of the customer and other terms regarding advances that must be met before we fund the commitment. At JuneSeptember 30, 2020, we recorded a $2$1 million derivative liability related to these commitments to fund construction advances (see Note 7 for additional detail). We may also advance funds related to loans sold under a separate loan sale agreement that are generally repaid immediately by the loan purchaser and do not generally expose us to loss. The outstanding commitments related to these loans that we may temporarily fund totaled approximately $20$15 million at JuneSeptember 30, 2020.
Commitment to Fund Partnerships
In the fourth quarter of 2018, we invested in 2 partnerships created to acquire and manage certain mortgage servicing related assets (see Note 10 for additional detail). In connection with this investment, we are required to fund future net servicer advances related to the underlying mortgage loans. The actual amount of net servicer advances we may fund in the future is subject to significant uncertainty and will be based on the credit and prepayment performance of the underlying loans.
In the first quarter of 2019, we invested in a partnership created to acquire floating rate, light-renovation multifamily loans from Freddie Mac (see Note 10 for additional detail). At June 30, 2020, we had an outstanding commitment to fund an additional $8 million to the partnership. Additionally, in connection with this transaction, we have made a guarantee to Freddie Mac in the event of losses incurred on the loans that exceed the equity available in the partnership to absorb such losses. At June 30, 2020, the carrying value of this guarantee was $0.1 million. We believe the likelihood of performance under the guarantee is remote. Our maximum loss exposure from this guarantee arrangement is $135 million less the value of securities collateralizing our partner's portion of the partnership's guarantee obligations.
5 Arches Contingent Consideration
As part of the consideration for our acquisition of 5 Arches, we were committed to make earn-out payments up to $29 million, payable in a mix of cash and Redwood common stock. These contingent earn-out payments were classified as a contingent consideration liability and carried at fair value prior to March 31, 2020. During the first quarter of 2020, we made a cash payment of $11 million and granted $3 million of Redwood common stock in connection with the first anniversary of the purchase date. Additionally, as a result of an amendment to the agreement, we reclassified the contingent liability to a deferred liability, as the remaining payments became payable on a set timetable without any remaining contingencies. At JuneSeptember 30, 2020, the balance of this liability was $15$14 million, which will be paid in a mix of cash and common stock in March 2021.
55


REDWOOD TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2020
(Unaudited)
Note 16. Commitments and Contingencies - (continued)
Commitment to Fund Shared Home Appreciation Options
In the third quarter of 2019, we entered into a flow purchase agreement to acquire shared home appreciation options. The counterparty purchases an option to buy a fractional interest in a homeowner's ownership interest in residential property, and subsequently the counterparty sells the option contract to us. Pursuant to the terms of the option contract, we share in both home price appreciation and depreciation. At JuneSeptember 30, 2020, we had acquired $47 million of shared home appreciation options under this agreement, which are included in Other investments on our consolidated balance sheets. At JuneSeptember 30, 2020, we had an outstanding commitment to fund up to an additional $3 million under this agreement.

53


REDWOOD TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2020
(Unaudited)
Note 16. Commitments and Contingencies - (continued)
Loss Contingencies — Risk-Sharing
During 2015 and 2016, we sold conforming loans to the Agencies with an original unpaid principal balance of $3.19 billion, subject to our risk-sharing arrangements with the Agencies. At JuneSeptember 30, 2020, the maximum potential amount of future payments we could be required to make under these arrangements was $44 million and this amount was fully collateralized by assets we transferred to pledged accounts and is presented as pledged collateral in Other assets on our consolidated balance sheets. We have no recourse to any third parties that would allow us to recover any amounts related to our obligations under the arrangements. At JuneSeptember 30, 2020, we had not incurred any losses under these arrangements. For the three and sixnine months ended JuneSeptember 30, 2020, other income related to these arrangements was $1 million and $3 million, respectively, and net market valuation losses related to these investments were $0.3 million and $0.9 million, respectively. For the three and nine months ended September 30, 2019, other income related to these arrangements was $1 million and $2 million, respectively, and net market valuation losses related to these investments were $0.1 million and $0.2 million, and $0.7 million, respectively. For the three and six months ended June 30, 2019, other income related to these arrangements was $1 million for both periods, and net market valuation losses related to these investments were $0.1 million for both periods.
All of the loans in the reference pools subject to these risk-sharing arrangements were originated in 2014 and 2015, and at JuneSeptember 30, 2020, the loans had an unpaid principal balance of $1.30$1.12 billion and a weighted average FICO score of 758 (at origination) and LTV ratio of 76%75% (at origination). At JuneSeptember 30, 2020, $17$42 million of the loans were 90 days or more delinquent, and 0ne of these loans were in foreclosure. At JuneSeptember 30, 2020, the carrying value of our guarantee obligation was $12$11 million and included $5 million designated as a non-amortizing credit reserve, which we believe is sufficient to cover current expected losses under these obligations.
Our consolidated balance sheets include assets of special purpose entities ("SPEs") associated with these risk-sharing arrangements (i.e., the "pledged collateral" referred to above) that can only be used to settle obligations of these SPEs for which the creditors of these SPEs (the Agencies) do not have recourse to Redwood Trust, Inc. or its affiliates. At JuneSeptember 30, 2020 and December 31, 2019, assets of such SPEs totaled $47 million and $48 million, respectively, and liabilities of such SPEs totaled $12$11 million and $14 million, respectively.

56


REDWOOD TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2020
(Unaudited)
Note 16. Commitments and Contingencies - (continued)
Loss Contingencies — Residential Repurchase Reserve
We maintain a repurchase reserve for potential obligations arising from representation and warranty violations related to residential loans we have sold to securitization trusts or third parties and for conforming residential loans associated with MSRs that we have purchased from third parties. We do not originate residential loans and we believe the initial risk of loss due to loan repurchases (i.e., due to a breach of representations and warranties) would generally be a contingency to the companies from whom we acquired the loans. However, in some cases, for example, where loans were acquired from companies that have since become insolvent, repurchase claims may result in our being liable for a repurchase obligation. Additionally, for certain loans we sold during the second quarter of 2020 that were previously held for investment, we have a direct obligation to repurchase these loans in the event of any early payment defaults (or EPDs) by the underlying mortgage borrowers within certain specified periods following the sales.
At JuneSeptember 30, 2020 and December 31, 2019, our repurchase reserve associated with our residential loans and MSRs was $8$9 million and $4 million, respectively, and was recorded in Accrued expenses and other liabilities on our consolidated balance sheets. The increase in the repurchase reserve during the second quarter of 2020 was related to potential repurchase obligations related to EPDs arising from loans we sold during the last several months.
We received 58 and 710 repurchase requests during the sixnine months ended JuneSeptember 30, 2020 and 2019, respectively, and did 0t repurchase any loans during either of these periods. During the sixnine months ended JuneSeptember 30, 2020 and 2019, we recorded repurchase provisions of $4 million and reversals of repurchase provisions of $0.4$0.2 million, respectively, that were recorded in Mortgage banking activities, netnet; Investment fair value changes, net; and Other income on our consolidated statements of income (loss).
Loss Contingencies — Litigation, Claims and Demands
There is no significant update regarding the litigation matters described in Note 16 within the financial statements included in Redwood’s Annual Report on Form 10-K for the year ended December 31, 2019 under the heading “Loss Contingencies - Litigation.” At JuneSeptember 30, 2020, the aggregate amount of loss contingency reserves established in respect of the FHLB-Seattle and Schwab litigation matters described in our Annual Report on Form 10-K for the year ended December 31, 2019 was $2 million.
54


REDWOOD TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2020
(Unaudited)
Note 16. Commitments and Contingencies - (continued)
In addition to those matters, as previously disclosed, in connection with the impact of the effects of the pandemic on the non-Agency mortgage finance market and on our business and operations, a small number of the counterparties that have regularly sold residential mortgage loans to us believe that we breached perceived obligations to them, and requested or demanded that we purchase loans from them and/or compensate them for perceived damages resulting from our decisions earlier in 2020 not to purchase certain loans from them (“Residential Loan Seller Demands”). As previously disclosed, one such counterparty filed a breach of contract lawsuit against us alleging that it has suffered in excess of $2 million of losses as a result of our alleged failure to purchase residential mortgage loans from it.
We believe that these Residential Loan Seller Demands are without merit or subject to defenses and we intend to defend vigorously any such allegations and any related demand or claim to which we are or become a party. Despite our beliefs about the legal merits of these allegations, because our ordinary course of business is to seek to continue to regularly engage in mutually beneficial transactions with these counterparties, in some cases we have been willing to engage in discussions with these counterparties with the intention of reaching resolution, andincluding through structuring arrangements that incentivize both the counterparty and us to continue to engage in residential loan purchase and sale transactions in the future.

57


REDWOOD TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2020
(Unaudited)
Note 16. Commitments and Contingencies - (continued)
With respect to certain of the Residential Loan Seller Demands, these resolution discussions have been successful in resolving, or establishing a framework that we believe will be the basis for successfully resolving, the demands of these counterparties, including through forward-looking joint business undertakings and structured arrangements that incentivize both the counterparty and us to continue to engage in residential loan purchase and sale transactions in the future. With respect to these counterparties, we have incurred or expect to incur certain costs in connection with finalizing these arrangements (including costs that are contingent on the successful completion of future residential loan purchase and sale transactions with these counterparties that we expect to generate future revenue for the Company) and have recorded any such actual costs incurred through JuneSeptember 30, 2020, as well as an accrual for the estimated costs associated with counterparties where a resolution or go-forward framework has been agreed to or has been discussed but not finalized, a portion of which was recorded through Other expense and a portion of which was recorded through Mortgage Banking Activities,banking activities, net inon our Residential Lending segment.consolidated income statement. In accordance with GAAP, the accrual for estimated costs is based on the opinion of management, that it is probable that these resolutions and forward-looking joint business undertakings and structured arrangements will result in an expense and the amount of expense can be reasonably estimated. In addition, as previously disclosed, one such counterparty filed a breach of contract lawsuit against us in May 2020 alleging that it had suffered in excess of $2 million of losses as a result of our alleged failure to purchase residential mortgage loans from it; and in October 2020 we and the plaintiff agreed to settle the lawsuit on mutually satisfactory terms.
During the three and nine months ended September 30, 2020, we recorded $4 million and $9 million of expenses, respectively, in association with Residential Loan Seller Demands. At JuneSeptember 30, 2020, the aggregate amount of these actual costs, together with theour accrual for estimated costs associated with Residential Loan Seller Demands was $5$6.5 million, a significant portion of which would be contingent on the successful completion of future residential loan purchase and sale transactions with thesecertain counterparties, with the expectation of generating future revenue for the Company.
With respect to the remaining Residential Loan Seller Demands that have not been resolved or been accrued for, our beliefs about the legal merits of these allegations and our discussions with these counterparties have resulted in us determining that a significant loss from these matters is not probable. With respect to these remaining Residential Loan Seller Demands, based on the foregoing, we have concluded that we can estimate an aggregate range of reasonably possible losses with respect to these Residential Loan Seller Demands of between 0 and $1.5 million.
Future developments (including receipt of additional information and documents relating to these matters, new or additional resolution or settlement communications relating to these matters, resolutions of similar claims against other industry participants in similar circumstances, or receipt of additional Residential Loan Seller Demands) could result in our concluding in the future to establish additional accruals or reserves or modify our aggregate range of reasonably possible losses with respect to these Residential Loan Seller Demand matters. Our actual losses, and any accruals or reserves we may establish in the future relating to these matters, may be materially higher than the accruals, reserves and the aggregate range of reasonably possible losses we have estimated above, respectively, including in the event that any of these matters proceed to trial and result in a judgment against us. We cannot be certain that any of these matters that are not already formally resolved will be resolved through a resolution or settlement prior to trial and we cannot be certain that the resolution of these matters, whether through trial,litigation, settlement, or otherwise, will not have a material adverse effect on our financial condition or results of operations in any future period.
In accordance with GAAP, we review the need for any loss contingency reserves 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. Additionally, we record receivables for insurance recoveries relating to litigation-related losses and expenses if and when such amounts are covered by insurance and recovery of such losses or expenses are due. We review our litigation matters each quarter to assess these loss contingency reserves and make adjustments in these reserves, upwards or downwards, as appropriate, in accordance with GAAP based on our review.
55


REDWOOD TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2020
(Unaudited)
Note 16. Commitments and Contingencies - (continued)
In the ordinary course of any litigation matter, including certain of the above-referenced matters, we have engaged and may continue to engage in formal or informal settlement communications with the plaintiffs or co-defendants. Settlement communications we have engaged in relating to certain of the above-referenced litigation matters are one of the factors that have resulted in our determination to establish the loss contingency reserves described above. We cannot be certain that any of these matters will be resolved through a settlement prior to triallitigation and we cannot be certain that the resolution of these matters, whether through trial or settlement, will not have a material adverse effect on our financial condition or results of operations in any future period.
58


REDWOOD TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2020
(Unaudited)
Note 16. Commitments and Contingencies - (continued)
Future developments (including resolution of substantive pre-trial motions relating to these matters, receipt of additional information and documents relating to these matters (such as through pre-trial discovery), new or additional settlement communications with plaintiffs relating to these matters, or resolutions of similar claims against other defendants in these matters) could result in our concluding in the future to establish additional loss contingency reserves or to disclose an estimate of reasonably possible losses in excess of our established reserves with respect to these matters. Our actual losses with respect to the above referenced litigation matters may be materially higher than the aggregate amount of loss contingency reserves we have established in respect of these litigation matters, including in the event that any of these matters proceeds to trial and the plaintiff prevails. Other factors that could result in our concluding to establish additional loss contingency reserves or estimate additional reasonably possible losses, or could result in our actual losses with respect to the above-referenced litigation matters being materially higher than the aggregate amount of loss contingency reserves we have established in respect of these litigation matters include that: there are significant factual and legal issues to be resolved; information obtained or rulings made during the lawsuits could affect the methodology for calculation of the available remedies; and we may have additional obligations pursuant to indemnity agreements, representations and warranties, and other contractual provisions with other parties relating to these litigation matters that could increase our potential losses.
Note 17. Equity
The following table provides a summary of changes to accumulated other comprehensive income by component for the three and sixnine months ended JuneSeptember 30, 2020 and 2019. During the three and sixnine months ended JuneSeptember 30, 2020, we recognized net unrealized gains (losses) on our Level 3 AFS securities which we owned as of JuneSeptember 30, 2020 of $52$8 million and negative $24$16 million, respectively.
Table 17.1 – Changes in Accumulated Other Comprehensive Income by Component
Three Months Ended June 30, 2020Three Months Ended June 30, 2019Three Months Ended September 30, 2020Three Months Ended September 30, 2019
(In Thousands)(In Thousands)Net Unrealized Gains (Losses) on Available-for-Sale SecuritiesNet Unrealized Losses on Interest Rate Agreements Accounted for as Cash Flow HedgesNet Unrealized Gains on Available-for-Sale SecuritiesNet Unrealized Losses on Interest Rate Agreements Accounted for as Cash Flow Hedges(In Thousands)Available-for-Sale SecuritiesInterest Rate Agreements Accounted for as Cash Flow HedgesAvailable-for-Sale SecuritiesInterest Rate Agreements Accounted for as Cash Flow Hedges
Balance at beginning of periodBalance at beginning of period$(1,865) $(83,666) $92,567  $(39,883) Balance at beginning of period$53,246 $(82,637)$98,307 $(49,384)
Other comprehensive income (loss)
before reclassifications
Other comprehensive income (loss)
before reclassifications
52,393  —  8,562  (9,501) Other comprehensive income (loss)
before reclassifications
8,236 4,484 (11,791)
Amounts reclassified from other
accumulated comprehensive income
Amounts reclassified from other
accumulated comprehensive income
2,718  1,029  (2,822) —  Amounts reclassified from other
accumulated comprehensive income
(445)1,040 (3,492)
Net current-period other comprehensive income (loss)Net current-period other comprehensive income (loss)55,111  1,029  5,740  (9,501) Net current-period other comprehensive income (loss)7,791 1,040 992 (11,791)
Balance at End of PeriodBalance at End of Period$53,246  $(82,637) $98,307  $(49,384) Balance at End of Period$61,037 $(81,597)$99,299 $(61,175)
5659


REDWOOD TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JuneSeptember 30, 2020
(Unaudited)
Note 17. Equity - (continued)
Six Months Ended June 30, 2020Six Months Ended June 30, 2019Nine Months Ended September 30, 2020Nine Months Ended September 30, 2019
(In Thousands)(In Thousands)Net Unrealized Gains on Available-for-Sale SecuritiesNet Unrealized Losses on Interest Rate Agreements Accounted for as Cash Flow HedgesNet Unrealized Gains on Available-for-Sale SecuritiesNet Unrealized Losses on Interest Rate Agreements Accounted for as Cash Flow Hedges(In Thousands)Available-for-Sale SecuritiesInterest Rate Agreements Accounted for as Cash Flow HedgesAvailable-for-Sale SecuritiesInterest Rate Agreements Accounted for as Cash Flow Hedges
Balance at beginning of periodBalance at beginning of period$92,452  $(50,939) $95,342  $(34,045) Balance at beginning of period$92,452 $(50,939)$95,342 $(34,045)
Other comprehensive income (loss)
before reclassifications
Other comprehensive income (loss)
before reclassifications
(28,126) (32,806) 15,280  (15,339) Other comprehensive income (loss)
before reclassifications
(19,890)(32,806)19,764 (27,130)
Amounts reclassified from other
accumulated comprehensive income
Amounts reclassified from other
accumulated comprehensive income
(11,080) 1,108  (12,315) —  Amounts reclassified from other
accumulated comprehensive income
(11,525)2,148 (15,807)
Net current-period other comprehensive income (loss)Net current-period other comprehensive income (loss)(39,206) (31,698) 2,965  (15,339) Net current-period other comprehensive income (loss)(31,415)(30,658)3,957 (27,130)
Balance at End of PeriodBalance at End of Period$53,246  $(82,637) $98,307  $(49,384) Balance at End of Period$61,037 $(81,597)$99,299 $(61,175)
The following table provides a summary of reclassifications out of accumulated other comprehensive income for the three and sixnine months ended JuneSeptember 30, 2020 and 2019.
Table 17.2 – Reclassifications Out of Accumulated Other Comprehensive Income
Amount Reclassified From
Accumulated Other Comprehensive Income
Amount Reclassified From
Accumulated Other Comprehensive Income
Affected Line Item in theThree Months Ended June 30,Affected Line Item in theThree Months Ended September 30,
(In Thousands)(In Thousands)Income Statement20202019(In Thousands)Income Statement20202019
Net Realized (Gain) Loss on AFS SecuritiesNet Realized (Gain) Loss on AFS SecuritiesNet Realized (Gain) Loss on AFS Securities
Credit loss recovery on AFS securitiesCredit loss recovery on AFS securitiesInvestment fair value changes, net$(54) $—  Credit loss recovery on AFS securitiesInvestment fair value changes, net$(444)$
Gain on sale of AFS securitiesGain on sale of AFS securitiesRealized gains, net2,772  (2,822) Gain on sale of AFS securitiesRealized gains, net(3,492)
$2,718  $(2,822) $(444)$(3,492)
Net Realized Loss on Interest Rate
Agreements Designated as Cash Flow Hedges
Net Realized Loss on Interest Rate
Agreements Designated as Cash Flow Hedges
Net Realized Loss on Interest Rate
Agreements Designated as Cash Flow Hedges
Amortization of deferred lossAmortization of deferred lossInterest expense$1,029  $—  Amortization of deferred lossInterest expense$1,040 $
$1,029  $—  $1,040 $
Amount Reclassified From
Accumulated Other Comprehensive Income
Amount Reclassified From
Accumulated Other Comprehensive Income
Affected Line Item in theSix Months Ended June 30,Affected Line Item in theNine Months Ended September 30,
(In Thousands)(In Thousands)Income Statement20202019(In Thousands)Income Statement20202019
Net Realized (Gain) Loss on AFS SecuritiesNet Realized (Gain) Loss on AFS SecuritiesNet Realized (Gain) Loss on AFS Securities
Credit loss expense on AFS securitiesCredit loss expense on AFS securitiesInvestment fair value changes, net$1,471  $—  Credit loss expense on AFS securitiesInvestment fair value changes, net$1,027 $
Gain on sale of AFS securitiesGain on sale of AFS securitiesRealized gains, net(12,551) (12,315) Gain on sale of AFS securitiesRealized gains, net(12,552)(15,807)
$(11,080) $(12,315) $(11,525)$(15,807)
Net Realized Loss on Interest Rate
Agreements Designated as Cash Flow Hedges
Net Realized Loss on Interest Rate
Agreements Designated as Cash Flow Hedges
Net Realized Loss on Interest Rate
Agreements Designated as Cash Flow Hedges
Amortization of deferred lossAmortization of deferred lossInterest expense$1,108  $—  Amortization of deferred lossInterest expense$2,148 $
$1,108  $—  $2,148 $
5760


REDWOOD TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JuneSeptember 30, 2020
(Unaudited)
Note 17. Equity - (continued)
Issuance of Common Stock
In 2018, we established a program to sell up to an aggregate of $150 million of common stock from time to time in at-the-market ("ATM") offerings. In March 2020, we increased the maximum aggregate amount of common stock offered under the ATM program to $175 million. During the sixnine months ended JuneSeptember 30, 2020, we issued 129,500 common shares for net proceeds of approximately $2 million through ATM offerings. At JuneSeptember 30, 2020, approximately $85$110 million remained outstanding for future offerings under this program.
Direct Stock Purchase and Dividend Reinvestment Plan
During the threenine months ended JuneSeptember 30, 2020, we did 0t issue any shares of common stock through our Direct Stock Purchase and Dividend Reinvestment Plan. During the sixnine months ended JuneSeptember 30, 2019, we issued 399,838 shares of common stock through our Direct Stock Purchase and Dividend Reinvestment Plan, resulting in net proceeds of approximately $6 million.
Earnings (Loss) per Common Share
The following table provides the basic and diluted earnings (loss) per common share computations for the three and sixnine months ended JuneSeptember 30, 2020 and 2019.
Table 17.3 – Basic and Diluted Earnings (Loss) per Common Share
Three Months Ended June 30,Six Months Ended June 30,Three Months Ended September 30,Nine Months Ended September 30,
(In Thousands, except Share Data)(In Thousands, except Share Data)2020201920202019(In Thousands, except Share Data)2020201920202019
Basic Earnings (Loss) per Common Share:Basic Earnings (Loss) per Common Share:Basic Earnings (Loss) per Common Share:
Net income (loss) attributable to RedwoodNet income (loss) attributable to Redwood$165,444  $31,266  $(777,954) $85,730  Net income (loss) attributable to Redwood$141,812 $34,310 $(636,142)$120,040 
Less: Dividends and undistributed earnings allocated to participating securitiesLess: Dividends and undistributed earnings allocated to participating securities(4,528) (877) (1,011) (2,417) Less: Dividends and undistributed earnings allocated to participating securities(4,067)(856)(1,427)(3,260)
Net income (loss) allocated to common shareholdersNet income (loss) allocated to common shareholders$160,916  $30,389  $(778,965) $83,313  Net income (loss) allocated to common shareholders$137,745 $33,454 $(637,569)$116,780 
Basic weighted average common shares outstandingBasic weighted average common shares outstanding114,383,289  96,983,764  114,229,928  94,846,431  Basic weighted average common shares outstanding113,403,102 101,872,126 113,952,308 97,214,064 
Basic Earnings (Loss) per Common ShareBasic Earnings (Loss) per Common Share$1.41  $0.31  $(6.82) $0.88  Basic Earnings (Loss) per Common Share$1.21 $0.33 $(5.60)$1.20 
Diluted Earnings (Loss) per Common Share:Diluted Earnings (Loss) per Common Share:Diluted Earnings (Loss) per Common Share:
Net income (loss) attributable to RedwoodNet income (loss) attributable to Redwood$165,444  $31,266  $(777,954) $85,730  Net income (loss) attributable to Redwood$141,812 $34,310 $(636,142)$120,040 
Less: Dividends and undistributed earnings allocated to participating securitiesLess: Dividends and undistributed earnings allocated to participating securities(3,116) (1,053) (1,011) (2,595) Less: Dividends and undistributed earnings allocated to participating securities(3,512)(1,036)(1,427)(3,625)
Adjust for interest expense and gain on extinguishment of convertible notes for the period, net of taxAdjust for interest expense and gain on extinguishment of convertible notes for the period, net of tax(15,835) 8,698  —  17,385  Adjust for interest expense and gain on extinguishment of convertible notes for the period, net of tax6,990 8,887 26,271 
Net income (loss) allocated to common shareholdersNet income (loss) allocated to common shareholders$146,493  $38,911  $(778,965) $100,520  Net income (loss) allocated to common shareholders$145,290 $42,161 $(637,569)$142,686 
Weighted average common shares outstandingWeighted average common shares outstanding114,383,289  96,983,764  114,229,928  94,846,431  Weighted average common shares outstanding113,403,102 101,872,126 113,952,308 97,214,064 
Net effect of dilutive equity awardsNet effect of dilutive equity awards—  270,550  —  210,360  Net effect of dilutive equity awards362,743 261,155 
Net effect of assumed convertible notes conversion to common sharesNet effect of assumed convertible notes conversion to common shares32,715,790  33,442,640  —  33,442,640  Net effect of assumed convertible notes conversion to common shares28,566,875 34,287,840 33,727,470 
Diluted weighted average common shares outstandingDiluted weighted average common shares outstanding147,099,079  130,696,954  114,229,928  128,499,431  Diluted weighted average common shares outstanding141,969,977 136,522,709 113,952,308 131,202,689 
Diluted Earnings (Loss) per Common ShareDiluted Earnings (Loss) per Common Share$1.00  $0.30  $(6.82) $0.78  Diluted Earnings (Loss) per Common Share$1.02 $0.31 $(5.60)$1.09 
We included participating securities, which are certain equity awards that have non-forfeitable dividend participation rights, in the calculations of basic and diluted earnings per common share as we determined that the two-class method was more dilutive than the alternative treasury stock method for these shares. Dividends and undistributed earnings allocated to participating securities under the basic and diluted earnings per share calculations require specific shares to be included that may differ in certain circumstances.


58
61


REDWOOD TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JuneSeptember 30, 2020
(Unaudited)
Note 17. Equity - (continued)
During the three months ended JuneSeptember 30, 2020 and the three and sixnine months ended JuneSeptember 30, 2019, certain of our convertible notes were determined to be dilutive and were included in the calculation of diluted EPS under the "if-converted" method. Under this method, the periodic interest expense and any realized gains or losses on extinguishment of debt (net of applicable taxes) for dilutive notes is added back to the numerator and the weighted average number of shares that the notes are entitled to (if converted, regardless of whether they are in or out of the money) are included in the denominator.
For the sixnine months ended JuneSeptember 30, 2020, 34,075,40432,225,825 of common shares related to the assumed conversion of our convertible notes were antidilutive and were excluded in the calculation of diluted earnings per share. For the three and sixnine months ended JuneSeptember 30, 2020, the number of outstanding equity awards that were antidilutive totaled 11,56113,560 and 16,405,15,457, respectively. For the three and sixnine months ended JuneSeptember 30, 2019, the number of outstanding equity awards that were antidilutive totaled 8,99611,710 and 8,186,9,361, respectively.
Stock Repurchases
In February 2018, our Board of Directors approved an authorization for the repurchase of our common stock, increasing the total amount authorized for repurchases of common stock to $100 million, and also authorized the repurchase of outstanding debt securities, including convertible and exchangeable debt. This authorization increased the previous share repurchase authorization approved in February 2016 and has no expiration date. This repurchase authorization does not obligate us to acquire any specific number of shares or securities. Under this authorization, shares or securities may be repurchased in privately negotiated and/or open market transactions, including under plans complying with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended. At JuneDuring the three months ended September 30, 2020, $100we repurchased 3,047,335 shares of our common stock pursuant to this authorization for $22 million. At September 30, 2020, $78 million of the current authorization remained available for the repurchase of shares of our common stock and we also continued to be authorized to repurchase outstanding debt securities.
Note 18. Equity Compensation Plans
At JuneSeptember 30, 2020 and December 31, 2019, 8,615,0778,629,455 and 3,637,480 shares of common stock, respectively, were available for grant under our Incentive Plan. During the three months ended June 30,second quarter of 2020, Redwood shareholders approved for grant an additional 5 million shares of common stock under our Incentive Plan. The unamortized compensation cost of awards issued under the Incentive Plan and purchases under the Employee Stock Purchase Plan totaled $23$20 million at JuneSeptember 30, 2020, as shown in the following table.
Table 18.1 – Activities of Equity Compensation Costs by Award Type
Six Months Ended June 30, 2020Nine Months Ended September 30, 2020
(In Thousands)(In Thousands)Restricted Stock AwardsRestricted Stock UnitsDeferred Stock UnitsPerformance Stock UnitsEmployee Stock Purchase PlanTotal(In Thousands)Restricted Stock AwardsRestricted Stock UnitsDeferred Stock UnitsPerformance Stock UnitsEmployee Stock Purchase PlanTotal
Unrecognized compensation cost at beginning of periodUnrecognized compensation cost at beginning of period$1,990  $3,534  $17,858  $8,946  $—  $32,328  Unrecognized compensation cost at beginning of period$1,990 $3,534 $17,858 $8,946 $$32,328 
Equity grantsEquity grants70  3,431  6,593  —  160  10,254  Equity grants108 3,581 6,780 160 10,629 
Performance-based valuation adjustmentPerformance-based valuation adjustment—  —  —  (7,352) —  (7,352) Performance-based valuation adjustment(7,352)(7,352)
Equity grant forfeituresEquity grant forfeitures(349) (1,266) (4,733) (648) —  (6,996) Equity grant forfeitures(529)(2,161)(4,733)(648)(8,071)
Equity compensation expenseEquity compensation expense(614) (772) (4,511) 720  (80) (5,257) Equity compensation expense(807)(1,067)(6,268)326 (80)(7,896)
Unrecognized Compensation Cost at End of PeriodUnrecognized Compensation Cost at End of Period$1,097  $4,927  $15,207  $1,666  $80  $22,977  Unrecognized Compensation Cost at End of Period$762 $3,887 $13,637 $1,272 $80 $19,638 
At JuneSeptember 30, 2020, the weighted average amortization period remaining for all of our equity awards was one year.

62


REDWOOD TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2020
(Unaudited)
Note 18. Equity Compensation Plans - (continued)
Restricted Stock Awards ("RSAs")
At JuneSeptember 30, 2020 and December 31, 2019, there were 92,44080,550 and 216,470 shares, respectively, of RSAs outstanding. Restrictions on these shares lapse through 2022. During the sixnine months ended JuneSeptember 30, 2020, there were 0 RSAs granted, restrictions on 101,063 RSAs lapsed and those shares were distributed, and 22,96734,857 RSAs were forfeited.

59


REDWOOD TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2020
(Unaudited)
Note 18. Equity Compensation Plans - (continued)
Restricted Stock Units ("RSUs")
At JuneSeptember 30, 2020 and December 31, 2019, there were 333,869294,986 and 275,173 shares, respectively, of RSUs outstanding. Restrictions on these shares lapse through 2024. During the sixnine months ended JuneSeptember 30, 2020, there were 190,624205,482 RSUs granted, 55,514 RSUs distributed, and 76,414130,155 RSUs forfeited.
Deferred Stock Units (“DSUs”)
At JuneSeptember 30, 2020 and December 31, 2019, there were 2,395,7862,420,737 and 2,630,805 DSUs, respectively, outstanding of which 1,318,2001,406,190 and 1,286,063, respectively, had vested. During the sixnine months ended JuneSeptember 30, 2020, there were 449,092494,719 DSUs granted, 392,858413,533 DSUs distributed, and 291,253 DSUs forfeited. Unvested DSUs at JuneSeptember 30, 2020 vest through 2024.

Performance Stock Units (“PSUs”)
At JuneSeptember 30, 2020 and December 31, 2019, the target number of PSUs that were unvested was 739,895 and 839,070, respectively. During the sixnine months ended JuneSeptember 30, 2020, 99,175 PSUs were forfeited. Vesting for all PSUs will generally occur at the end of three years from their grant date based on various TSRTotal Shareholder Return ("TSR") performance calculations, as discussed in our Annual Report on Form 10-K for the year ended December 31, 2019. During the first quarter of 2020, for PSUs granted in 2018 and 2019, we adjusted our vesting estimate to assume that none of these awards will meet the minimum performance thresholds for vesting. This adjustment resulted in a reversal of $1 million of stock-based compensation expense recorded in the first quarter of 2020.
Employee Stock Purchase Plan ("ESPP")
The ESPP allows a maximum of 600,000 shares of common stock to be purchased in aggregate for all employees. As of JuneSeptember 30, 2020 and December 31, 2019, 463,582477,142 and 430,772 shares had been purchased, respectively, and there remained a negligible amount of uninvested employee contributions in the ESPP at JuneSeptember 30, 2020.

















6063


REDWOOD TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JuneSeptember 30, 2020
(Unaudited)

Note 19. Mortgage Banking Activities, Net
The following table presents the components of Mortgage banking activities, net, recorded in our consolidated statements of income (loss) for the three and sixnine months ended JuneSeptember 30, 2020 and 2019.
Table 19.1 – Mortgage Banking Activities
Three Months Ended June 30,Six Months Ended June 30,Three Months Ended September 30,Nine Months Ended September 30,
(In Thousands)(In Thousands)2020201920202019(In Thousands)2020201920202019
Residential Mortgage Banking Activities, NetResidential Mortgage Banking Activities, NetResidential Mortgage Banking Activities, Net
Changes in fair value of:Changes in fair value of:Changes in fair value of:
Residential loans, at fair value (1)
Residential loans, at fair value (1)
$(1,393) $20,267  $6,562  $35,111  
Residential loans, at fair value (1)
$12,589 $6,320 $19,151 $41,431 
Risk management derivatives (2)
Risk management derivatives (2)
—  (5,760) (31,294) (9,898) 
Risk management derivatives (2)
(10)(1,710)(31,304)(11,608)
Other income (expense), net (3)
Other income (expense), net (3)
(6,612) 852  (6,354) 973  
Other income (expense), net (3)
(715)407 (7,069)1,380 
Total residential mortgage banking activities, netTotal residential mortgage banking activities, net(8,005) 15,359  (31,086) 26,186  Total residential mortgage banking activities, net11,864 5,017 (19,222)31,203 
Business Purpose Mortgage Banking Activities, Net:Business Purpose Mortgage Banking Activities, Net:Business Purpose Mortgage Banking Activities, Net:
Changes in fair value of:Changes in fair value of:Changes in fair value of:
Single-family rental loans, at fair value (1)
Single-family rental loans, at fair value (1)
1,210  1,882  13,018  3,626  
Single-family rental loans, at fair value (1)
43,191 1,847 56,209 5,473 
Risk management derivatives (2)
Risk management derivatives (2)
—  (1,671) (21,538) (2,517) 
Risk management derivatives (2)
(89)(1,262)(21,627)(3,779)
Residential bridge loans, at fair valueResidential bridge loans, at fair value(1,260) 1,012  (5,194) 1,098  Residential bridge loans, at fair value938 1,010 (4,256)2,108 
Other income, net (4)
Other income, net (4)
2,283  2,578  10,617  3,076  
Other income, net (4)
3,491 2,903 13,407 5,979 
Total business purpose mortgage banking activities, netTotal business purpose mortgage banking activities, net2,233  3,801  (3,097) 5,283  Total business purpose mortgage banking activities, net47,531 4,498 43,733 9,781 
Mortgage Banking Activities, NetMortgage Banking Activities, Net$(5,772) $19,160  $(34,183) $31,469  Mortgage Banking Activities, Net$59,395 $9,515 $24,511 $40,984 
(1)For residential loans, includes changes in fair value for associated loan purchase and forward sale commitments. For single-family rental loans, includes changes in fair value for associated interest rate lock commitments.
(2)Represents market valuation changes of derivatives that were used to manage risks associated with our accumulation of loans.
(3)Amounts in this line item include other fee income from loan acquisitions, provisions for repurchases expense, and expense related to resolving residential loan seller demands, presented net.
(4)Amounts in this line item include other fee income from loan originations.
6164


REDWOOD TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JuneSeptember 30, 2020
(Unaudited)

Note 20. Other Income
The following table presents the components of Other income recorded in our consolidated statements of income (loss) for the three and sixnine months ended JuneSeptember 30, 2020 and 2019.
Table 20.1 – Other Income
Three Months Ended June 30,Six Months Ended June 30,Three Months Ended September 30,Nine Months Ended September 30,
(In Thousands)(In Thousands)2020201920202019(In Thousands)2020201920202019
MSR (loss) income, netMSR (loss) income, net$(1,424) $1,654  $(3,233) $1,911  MSR (loss) income, net$(2,362)$431 $(5,595)$2,342 
Risk share incomeRisk share income1,181  800  1,946  1,446  Risk share income1,200 905 3,146 2,351 
FHLBC capital stock dividendFHLBC capital stock dividend538  535  1,085  1,082  FHLBC capital stock dividend116 541 1,201 1,623 
Equity investment (loss) income(574) (96) 274  172  
Equity investment incomeEquity investment income341 560 615 732 
5 Arches loan administration fee income5 Arches loan administration fee income648  1,488  1,518  1,954  5 Arches loan administration fee income688 1,344 2,206 3,298 
Gain on re-measurement of investment in 5 ArchesGain on re-measurement of investment in 5 Arches—  —  —  2,441  Gain on re-measurement of investment in 5 Arches2,441 
OtherOther586  478  1,802  478  Other(97)575 2,406 1,053 
Other Income$955  $4,859  $3,392  $9,484  
Other (Loss) IncomeOther (Loss) Income$(114)$4,356 $3,979 $13,840 
6265


REDWOOD TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JuneSeptember 30, 2020
(Unaudited)

Note 21. General and Administrative Expenses, Loan Acquisition Costs, and Other Expenses
Components of our general and administrative, and other expenses for the three and sixnine months ended JuneSeptember 30, 2020 and 2019 are presented in the following table.
Table 21.1 – Components of General and Administrative Expenses, Loan Acquisition Costs, and Other Expenses
Three Months Ended June 30,Six Months Ended June 30,Three Months Ended September 30,Nine Months Ended September 30,
(In Thousands)(In Thousands)2020201920202019(In Thousands)2020201920202019
General and Administrative ExpensesGeneral and Administrative ExpensesGeneral and Administrative Expenses
Fixed compensation expenseFixed compensation expense$11,818  $9,252  $26,502  $17,349  Fixed compensation expense$10,103 $9,391 $36,605 $26,740 
Variable compensation expenseVariable compensation expense3,278  4,021  3,289  8,423  Variable compensation expense5,882 3,489 9,171 11,356 
Equity compensation expenseEquity compensation expense3,262  4,024  5,257  6,977  Equity compensation expense2,639 3,155 7,896 10,132 
Acquisition-related equity compensation expense (1)
Acquisition-related equity compensation expense (1)
1,212  —  2,424  —  
Acquisition-related equity compensation expense (1)
1,212 3,636 
Systems and consultingSystems and consulting2,395  2,536  5,607  4,364  Systems and consulting2,145 3,230 7,752 7,594 
Loan acquisition costs (2)
2,152  1,516  6,878  3,101  
Office costsOffice costs1,887  1,585  3,995  2,889  Office costs1,859 1,517 5,854 4,406 
Accounting and legalAccounting and legal2,788  960  5,004  2,085  Accounting and legal1,601 1,767 6,605 3,852 
Corporate costsCorporate costs626  545  1,297  1,219  Corporate costs831 482 2,128 1,701 
Other operating expensesOther operating expenses674  1,816  2,507  3,007  Other operating expenses1,358 1,868 5,185 4,941 
Total General and Administrative ExpensesTotal General and Administrative Expenses30,092  26,255  62,760  49,414  Total General and Administrative Expenses27,630 24,899 84,832 70,722 
Loan Acquisition CostsLoan Acquisition Costs
CommissionsCommissions879 659 3,027 1,432 
Underwriting costsUnderwriting costs771 1,074 3,289 3,184 
Transfer and holding costsTransfer and holding costs508 183 1,400 891 
Total Loan Acquisition CostsTotal Loan Acquisition Costs2,158 1,916 7,716 5,507 
Other ExpensesOther ExpensesOther Expenses
Goodwill impairment expenseGoodwill impairment expense—  —  88,675  —  Goodwill impairment expense88,675 
Amortization of purchase-related intangible assetsAmortization of purchase-related intangible assets3,873  1,900  8,179  2,711  Amortization of purchase-related intangible assets3,873 1,897 12,052 4,608 
Contingent consideration expense (3)
134  311  446  311  
Contingent consideration expense (2)
Contingent consideration expense (2)
135 236 581 547 
OtherOther1,076  241  (802) 468  Other3,780 398 2,978 866 
Total Other ExpensesTotal Other Expenses5,083  2,452  96,498  3,490  Total Other Expenses7,788 2,531 104,286 6,021 
Total General and Administrative Expenses and Other Expenses$35,175  $28,707  $159,258  $52,904  
Total General and Administrative Expenses, Loan Acquisition Costs, and Other ExpensesTotal General and Administrative Expenses, Loan Acquisition Costs, and Other Expenses$37,576 $29,346 $196,834 $82,250 
(1)Acquisition-related equity compensation expense relates to 588,260 shares of restricted stock that were issued to members of CoreVest management as a component of the consideration paid to them for our purchase of their interests in CoreVest. The grant date fair value of these restricted stock awards was $10 million, which will be recognized as compensation expense over the two-year vesting period on a straight-line basis in accordance with GAAP.
(2)Loan acquisition costs primarily includes underwriting and due diligence costs related to the acquisition of residential loans held-for-sale at fair value as well as employee commissions related to our business purpose loan originations.
(3)Contingent consideration expense relates to the acquisition of 5 Arches during 2019. Refer to Note 2 for additional detail.

63
66


REDWOOD TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JuneSeptember 30, 2020
(Unaudited)
Note 21. General and Administrative Expenses, Loan Acquisition Costs, and Other Expenses - (continued)
Variable Compensation Expense

During the three months ended September 30, 2020,
$8 million of cash-based retention awards were granted to certain executive and non-executive employees that will vest and be paid over the next three years, subject to continued employment through the vesting periods from 2021 through 2023. Additionally, during the three months ended September 30, 2020, Long-Term Relative TSR Performance Vesting Cash Awards ("Cash Performance Awards") with an aggregate granted award value of $2 million, were granted to certain executive and non-executive employees that will vest between 0% to 400% of granted award value based on a relative total stockholder return measure, and are contingent on continued employment over a three-year service period.
The value of the cash-based retention awards is being amortized into expense on a straight-line basis over each award's respective vesting period. The Cash Performance Awards are amortized on a straight-line basis over three years, however, are remeasured at fair value each quarter-end and the cumulative straight-line expense is trued-up in respect to their updated value. For both the three and nine months ended September 30, 2020, variable compensation expense included $3 million in aggregate, related to the cash-based retention awards and the Cash Performance awards.
Note 22. Taxes
For the sixnine months ended JuneSeptember 30, 2020 and 2019, we recognized a benefit for income taxes of $22$13 million and a provision from income taxes of $3 million, respectively. The following is a reconciliation of the statutory federal and state tax rates to our effective tax rate at JuneSeptember 30, 2020 and 2019.
Table 22.1 – Reconciliation of Statutory Tax Rate to Effective Tax Rate
June 30, 2020June 30, 2019September 30, 2020September 30, 2019
Federal statutory rateFederal statutory rate21.0 %21.0 %Federal statutory rate21.0 %21.0 %
State statutory rate, net of Federal tax effectState statutory rate, net of Federal tax effect8.6 %8.6 %State statutory rate, net of Federal tax effect8.6 %8.6 %
Differences in taxable (loss) income from GAAP incomeDifferences in taxable (loss) income from GAAP income(23.6)%(4.7)%Differences in taxable (loss) income from GAAP income(23.6)%(2.5)%
Change in valuation allowanceChange in valuation allowance(3.2)%(3.6)%Change in valuation allowance(4.0)%(2.5)%
Dividends paid deduction (1)
Dividends paid deduction (1)
— %(17.7)%
Dividends paid deduction (1)
%(22.1)%
Effective Tax RateEffective Tax Rate2.8 %3.6 %Effective Tax Rate2.0 %2.5 %
(1)The dividends paid deduction in the effective tax rate reconciliation is generally representative of the amount of distributions to shareholders that reduce REIT taxable income. For the sixnine months ended JuneSeptember 30, 2020, the dividends paid deduction is 0% due to our REIT incurring a taxable loss during the period; therefore, there was no REIT taxable income available to apply against the dividends paid.
We assessed our tax positions for all open tax years (i.e., Federal, 20162017 to 2020, and State, 20152016 to 2020) at JuneSeptember 30, 2020 and December 31, 2019, and concluded that we had no uncertain tax positions that resulted in material unrecognized tax benefits.






67


REDWOOD TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2020
(Unaudited)

Note 23. Segment Information
Redwood operates in 3 segments: Residential Lending, Business Purpose Lending, and Third-Party Investments. Beginning in the second quarter of 2020, we combined what was previously our Multifamily Investments segment and Third-Party Residential Investments segment into a new segment called Third-Party Investments. Prior periods have been conformed to the current presentation. Following is a full description of our current segments.
Residential Lending – consists of a mortgage loan conduit that acquires residential loans from third-party originators for subsequent sale, securitization, or transfer into our investment portfolio, as well as the investments we retain from these activities. We typically acquire prime, jumbo mortgages and the related mortgage servicing rights on a flow basis from our network of loan sellers and distribute those loans through our Sequoia private-label securitization program or to institutions that acquire pools of whole loans. Our investments in this segment primarily consist of residential mortgage-backed securities ("RMBS") retained from our Sequoia securitizations (some of which we consolidate for GAAP purposes) and MSRs retained from jumbo whole loans we sold or securitized. This segment also includes various derivative financial instruments that we utilize to manage certain risks associated with our inventory of residential loans held-for-sale and long-term investments we hold within this segment. This segment’s main source of revenue is net interest income from its long-term investments and its inventory of loans held-for-sale, as well as income from mortgage banking activities, which includes valuation increases (or gains) on loans we acquire and subsequently sell, securitize, or transfer into our investment portfolio, and the hedges used to manage risks associated with these activities. Additionally, this segment may realize gains and losses upon the sale of securities. Funding expenses, direct operating expenses, and tax expenses associated with these activities are also included in this segment.

64


REDWOOD TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2020
(Unaudited)

Note 23. Segment Information - (continued)
Business Purpose Lending – consists of a platform that originates and acquires business purpose residential loans for subsequent securitization or transfer into our investment portfolio, as well as the investments we retain from these activities. We typically originate single-family rental and residential bridge loans and distribute certain single-family rental loans through our CoreVest American Finance Lender ("CAFL") private-label securitization program and retain others for investment along with our residential bridge loans. Single-family rental loans are business purpose residential mortgage loans to investors in single-family (1-4 unit) rental properties. Residential bridge loans are business purpose residential mortgage loans to investors rehabilitating and subsequently reselling or renting residential properties. Our investments in this segment primarily consist of securities retained from our CAFL securitizations (which we consolidate for GAAP purposes), and residential bridge loans. This segment also includes various derivative financial instruments that we utilize to manage certain risks associated with our inventory of single-family rental loans held-for-sale and our investments. This segment’s main source of revenue is net interest income from its investments and loans held-for-sale, as well as income from mortgage banking activities, which includes valuation increases (or gains) on loans we originate or acquire and subsequently sell, securitize or transfer into our investment portfolio, and the hedges used to manage risks associated with these activities. Additionally, this segment may realize gains and losses upon the sale of securities. Funding expenses, direct operating expenses, and tax expenses associated with these activities are also included in this segment.
Third-Party Investments – consists of investments in RMBS issued by third parties, investments in Freddie Mac K-Series multifamily loan securitizations and SLST reperforming loan securitizations (which we consolidate for GAAP purposes), our servicer advance investments, and other residential and multifamily credit investments not generated through our Residential or Business Purpose Lending segments. This segment’s main sources of revenue are interest income from securities and loans held-for-investment. Additionally, this segment may realize gains and losses upon the sale of securities. Funding expenses, hedging expenses, direct operating expenses, and tax provisions associated with these activities are also included in this segment.
Segment contribution represents the measure of profit that management uses to assess the performance of our business segments and make resource allocation and operating decisions. Certain corporate expenses not directly assigned or allocated to one of our 3 segments, as well as activity from certain consolidated Sequoia entities, are included in the Corporate/Other column as reconciling items to our consolidated financial statements. These unallocated corporate expenses primarily include indirect general and administrative expenses and other expense.
The following tables present financial information by segment for the three and six months ended June 30, 2020 and 2019.
Table 23.1 – Business Segment Financial Information
Three Months Ended June 30, 2020
(In Thousands)Residential LendingBusiness Purpose LendingThird-Party Investments Corporate/
Other
 Total
Interest income$36,653  $53,742  $36,811  $2,740  $129,946  
Interest expense(30,169) (38,837) (27,869) (5,791) (102,666) 
Net interest income6,484  14,905  8,942  (3,051) 27,280  
Non-interest income
Mortgage banking activities, net(8,005) 2,233  —  —  (5,772) 
Investment fair value changes, net35,085  40,401  76,972  (230) 152,228  
Other income, net230  476  (509) 758  955  
Realized gains, net205  —  578  25,182  25,965  
Total non-interest income, net27,515  43,110  77,041  25,710  173,376  
General and administrative expenses(3,875) (10,293) (2,106) (13,818) (30,092) 
Other expenses—  (3,884) (1,065) (134) (5,083) 
Benefit from (provision for) income taxes3,323  2,439  (5,799) —  (37) 
Segment Contribution$33,447  $46,277  $77,013  $8,707  
Net Income$165,444  
Non-cash amortization (expense) income, net$(1,265) $(6,391) $312  $(1,619) $(8,963) 

6568


REDWOOD TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JuneSeptember 30, 2020
(Unaudited)

Note 23. Segment Information - (continued)
Six Months Ended June 30, 2020
(In Thousands)Residential LendingBusiness Purpose LendingThird-Party Investments Corporate/
Other
 Total
Interest income$97,284  $106,802  $118,007  $5,934  $328,027  
Interest expense(71,571) (73,827) (95,626) (8,313) (249,337) 
Net interest income25,713  32,975  22,381  (2,379) 78,690  
Non-interest income
Mortgage banking activities, net(31,086) (3,097) —  —  (34,183) 
Investment fair value changes, net(161,550) (101,729) (454,586) (739) (718,604) 
Other income, net(267) 2,169  732  758  3,392  
Realized gains, net2,001  —  2,634  25,182  29,817  
Total non-interest income, net(190,902) (102,657) (451,220) 25,201  (719,578) 
General and administrative expenses(9,507) (24,626) (3,894) (24,733) (62,760) 
Other expenses—  (96,869) 817  (446) (96,498) 
Benefit from income taxes8,653  9,021  4,518  —  22,192  
Segment Contribution$(166,043) $(182,156) $(427,398) $(2,357) 
Net Loss$(777,954) 
Non-cash amortization (expense) income, net$(1,053) $(11,316) $1,053  $(1,728) $(13,044) 
Other significant non-cash expense: goodwill impairment$—  $(88,675) $—  $—  $(88,675) 
The following tables present financial information by segment for the three and nine months ended September 30, 2020 and 2019.

Table 23.1 – Business Segment Financial Information
Three Months Ended June 30, 2019Three Months Ended September 30, 2020
(In Thousands)(In Thousands)Residential LendingBusiness Purpose LendingThird-Party Investments Corporate/
Other
 Total(In Thousands)Residential LendingBusiness Purpose LendingThird-Party Investments Corporate/
Other
 Total
Interest incomeInterest income$67,611  $4,131  $72,024  $4,776  $148,542  Interest income$26,672 $55,930 $37,576 $1,804 $121,982 
Interest expenseInterest expense(49,321) (2,238) (60,680) (3,981) (116,220) Interest expense(22,541)(46,027)(27,534)(4,309)(100,411)
Net interest incomeNet interest income18,290  1,893  11,344  795  32,322  Net interest income4,131 9,903 10,042 (2,505)21,571 
Non-interest incomeNon-interest incomeNon-interest income
Mortgage banking activities, netMortgage banking activities, net15,359  3,801  —  —  19,160  Mortgage banking activities, net11,864 47,531 59,395 
Investment fair value changes, netInvestment fair value changes, net(8,102) (457) 11,856  (159) 3,138  Investment fair value changes, net2,443 16,892 87,890 (178)107,047 
Other income, netOther income, net2,990  1,829  40  —  4,859  Other income, net(2,011)623 340 934 (114)
Realized gains, netRealized gains, net2,791  —  36  —  2,827  Realized gains, net602 602 
Total non-interest income, netTotal non-interest income, net13,038  5,173  11,932  (159) 29,984  Total non-interest income, net12,296 65,046 88,832 756 166,930 
General and administrative expensesGeneral and administrative expenses(6,799) (6,120) (900) (12,436) (26,255) General and administrative expenses(4,602)(9,321)(709)(12,998)(27,630)
Loan acquisition costsLoan acquisition costs(304)(1,660)(194)(2,158)
Other expensesOther expenses—  (1,899) (242) (311) (2,452) Other expenses(3,309)(3,874)(470)(135)(7,788)
(Provision for) benefit from income taxes(Provision for) benefit from income taxes(1,484) 38  (887) —  (2,333) (Provision for) benefit from income taxes(826)(8,544)257 (9,113)
Segment ContributionSegment Contribution$23,045  $(915) $21,247  $(12,111) Segment Contribution$7,386 $51,550 $97,758 $(14,882)
Net IncomeNet Income$31,266  Net Income$141,812 
Non-cash amortization income (expense), net$2,268  $(2,068) $(417) $(300) $(517) 
Non-cash amortization (expense) income, netNon-cash amortization (expense) income, net$1,785 $(6,719)$117 $(1,516)$(6,333)
Nine Months Ended September 30, 2020
(In Thousands)Residential LendingBusiness Purpose LendingThird-Party Investments Corporate/
Other
 Total
Interest income$123,956 $162,732 $155,583 $7,738 $450,009 
Interest expense(94,112)(119,854)(123,160)(12,622)(349,748)
Net interest income29,844 42,878 32,423 (4,884)100,261 
Non-interest income
Mortgage banking activities, net(19,222)43,733 24,511 
Investment fair value changes, net(159,107)(84,837)(366,696)(917)(611,557)
Other income, net(2,278)3,493 1,072 1,692 3,979 
Realized gains, net2,001 3,236 25,182 30,419 
Total non-interest income, net(178,606)(37,611)(362,388)25,957 (552,648)
General and administrative expenses(12,901)(29,977)(4,230)(37,724)(84,832)
Loan acquisition costs(1,512)(5,630)(567)(7)(7,716)
Other expenses(3,309)(100,743)347 (581)(104,286)
Benefit from income taxes7,827 477 4,775 13,079 
Segment Contribution$(158,657)$(130,606)$(329,640)$(17,239)
Net Loss$(636,142)
Non-cash amortization (expense) income, net$602 $(18,050)$1,105 $(3,035)$(19,378)
Other significant non-cash expense: goodwill impairment$$(88,675)$$$(88,675)

6669


REDWOOD TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JuneSeptember 30, 2020
(Unaudited)

Note 23. Segment Information - (continued)
Six Months Ended June 30, 2019Three Months Ended September 30, 2019
(In Thousands)(In Thousands)Residential LendingBusiness Purpose LendingThird-Party Investments Corporate/
Other
 Total(In Thousands)Residential LendingBusiness Purpose LendingThird-Party Investments Corporate/
Other
 Total
Interest incomeInterest income$134,450  $7,068  $128,436  $9,629  $279,583  Interest income$69,586 $5,527 $70,709 $4,295 $150,117 
Interest expenseInterest expense(96,997) (3,777) (106,626) (8,096) (215,496) Interest expense(48,798)(2,813)(61,541)(3,452)(116,604)
Net interest incomeNet interest income37,453  3,291  21,810  1,533  64,087  Net interest income20,788 2,714 9,168 843 33,513 
Non-interest incomeNon-interest incomeNon-interest income
Mortgage banking activities, netMortgage banking activities, net26,186  5,283  —  —  31,469  Mortgage banking activities, net5,016 4,499 9,515 
Investment fair value changes, netInvestment fair value changes, net(9,822) (760) 34,435  (556) 23,297  Investment fair value changes, net(11,088)(1,073)24,057 (452)11,444 
Other income, netOther income, net4,439  2,295  40  2,710  9,484  Other income, net1,878 1,918 560 4,356 
Realized gains, netRealized gains, net7,728  —  5,785  —  13,513  Realized gains, net4,714 4,714 
Total non-interest income, netTotal non-interest income, net28,531  6,818  40,260  2,154  77,763  Total non-interest income, net(4,194)5,344 29,331 (452)30,029 
General and administrative expensesGeneral and administrative expenses(14,002) (8,685) (1,886) (24,841) (49,414) General and administrative expenses(5,581)(6,028)(676)(12,614)(24,899)
Loan acquisition costsLoan acquisition costs(867)(756)(180)(113)(1,916)
Other expensesOther expenses—  (2,532) (469) (489) (3,490) Other expenses(1,900)(395)(236)(2,531)
(Provision for) benefit from income taxes(1,985) 33  (1,264) —  (3,216) 
Benefit from (provision for) income taxesBenefit from (provision for) income taxes228 (8)(106)114 
Segment ContributionSegment Contribution$49,997  $(1,075) $58,451  $(21,643) Segment Contribution$10,374 $(634)$37,142 $(12,572)
Net IncomeNet Income$85,730  Net Income$34,310 
Non-cash amortization income (expense), netNon-cash amortization income (expense), net$4,243  $(2,800) $(688) $(791) $(36) Non-cash amortization income (expense), net$2,537 $(2,107)$$(1,148)$(718)

The following table presents the components of Corporate/Other for the three and six months ended June 30, 2020 and 2019.
Nine Months Ended September 30, 2019
(In Thousands)Residential LendingBusiness Purpose LendingThird-Party Investments Corporate/
Other
 Total
Interest income$204,036 $12,595 $199,145 $13,924 $429,700 
Interest expense(145,795)(6,590)(168,167)(11,548)(332,100)
Net interest income58,241 6,005 30,978 2,376 97,600 
Non-interest income
Mortgage banking activities, net31,202 9,782 40,984 
Investment fair value changes, net(20,910)(1,833)58,492 (1,008)34,741 
Other income, net6,317 4,213 600 2,710 13,840 
Realized gains, net7,728 10,499 18,227 
Total non-interest income, net24,337 12,162 69,591 1,702 107,792 
General and administrative expenses(17,591)(13,452)(2,239)(37,440)(70,722)
Loan acquisition costs(2,859)(2,017)(503)(128)(5,507)
Other expenses(4,432)(864)(725)(6,021)
(Provision for) benefit from income taxes(1,757)25 (1,370)(3,102)
Segment Contribution$60,371 $(1,709)$95,593 $(34,215)
Net Income$120,040 
Non-cash amortization income (expense), net$6,780 $(4,907)$(824)$(1,939)$(890)

Table 23.2 – Components of Corporate/Other
Three Months Ended June 30,
20202019
(In Thousands)
Legacy Consolidated VIEs (1)
OtherTotal
Legacy Consolidated VIEs (1)
Other Total
Interest income$2,686  $54  $2,740  $4,776  $—  $4,776  
Interest expense(1,518) (4,273) (5,791) (3,981) —  (3,981) 
Net interest income1,168  (4,219) (3,051) 795  —  795  
Non-interest income
Investment fair value changes, net(230) —  (230) (123) (36) (159) 
Other income—  758  758  —  —  —  
Realized gains, net—  25,182  25,182  —  —  —  
Total non-interest income, net(230) 25,940  25,710  (123) (36) (159) 
General and administrative expenses—  (13,818) (13,818) —  (12,436) (12,436) 
Other expenses—  (134) (134) —  (311) (311) 
Total$938  $7,769  $8,707  $672  $(12,783) $(12,111) 

6770


REDWOOD TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JuneSeptember 30, 2020
(Unaudited)

Note 23. Segment Information - (continued)
Six Months Ended June 30,
20202019
(In Thousands)
Legacy Consolidated VIEs (1)
OtherTotal
Legacy Consolidated VIEs (1)
Other Total
Interest income$5,880  $54  $5,934  $9,629  $—  $9,629  
Interest expense(4,040) (4,273) (8,313) (8,096) —  (8,096) 
Net interest income1,840  (4,219) (2,379) 1,533  —  1,533  
Non-interest income
Investment fair value changes, net(621) (118) (739) (497) (59) (556) 
Other income—  758  758  —  2,710  2,710  
Realized gains, net—  25,182  25,182  —  —  —  
Total non-interest income, net(621) 25,822  25,201  (497) 2,651  2,154  
General and administrative expenses—  (24,733) (24,733) —  (24,841) (24,841) 
Other expenses—  (446) (446) —  (489) (489) 
Total$1,219  $(3,576) $(2,357) $1,036  $(22,679) $(21,643) 
The following table presents the components of Corporate/Other for the three and nine months ended September 30, 2020 and 2019.

Table 23.2 – Components of Corporate/Other
Three Months Ended September 30,
20202019
(In Thousands)
Legacy Consolidated VIEs (1)
OtherTotal
Legacy Consolidated VIEs (1)
Other Total
Interest income$1,795 $$1,804 $4,295 $$4,295 
Interest expense(1,058)(3,251)(4,309)(3,452)(3,452)
Net interest income737 (3,242)(2,505)843 843 
Non-interest income
Investment fair value changes, net(81)(97)(178)(407)(45)(452)
Other income934 934 
Total non-interest income, net(81)837 756 (407)(45)(452)
General and administrative expenses(12,998)(12,998)(12,614)(12,614)
Loan acquisition costs(113)(113)
Other expenses(135)(135)(236)(236)
Total$656 $(15,538)$(14,882)$436 $(13,008)$(12,572)

Nine Months Ended September 30,
20202019
(In Thousands)
Legacy Consolidated VIEs (1)
OtherTotal
Legacy Consolidated VIEs (1)
Other Total
Interest income$7,675 $63 $7,738 $13,924 $$13,924 
Interest expense(5,098)(7,524)(12,622)(11,548)(11,548)
Net interest income2,577 (7,461)(4,884)2,376 2,376 
Non-interest income
Investment fair value changes, net(702)(215)(917)(904)(104)(1,008)
Other income1,692 1,692 2,710 2,710 
Realized gains, net25,182 25,182 
Total non-interest income, net(702)26,659 25,957 (904)2,606 1,702 
General and administrative expenses(37,724)(37,724)(37,440)(37,440)
Loan acquisition costs(7)(7)(128)(128)
Other expenses(581)(581)(725)(725)
Total$1,875 $(19,114)$(17,239)$1,472 $(35,687)$(34,215)
(1)     Legacy consolidated VIEs represent Legacy Sequoia entities that are consolidated for GAAP financial reporting purposes. See Note 4 for further discussion on VIEs.
71


REDWOOD TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2020
(Unaudited)

Note 23. Segment Information - (continued)
The following table presents supplemental information by segment at JuneSeptember 30, 2020 and December 31, 2019.
Table 23.3 – Supplemental Segment Information
(In Thousands)(In Thousands)Residential LendingBusiness Purpose LendingThird-Party Investments Corporate/
Other
Total(In Thousands)Residential LendingBusiness Purpose LendingThird-Party Investments Corporate/
Other
Total
June 30, 2020
September 30, 2020September 30, 2020
Residential loansResidential loans$2,084,587  $—  $2,145,111  $304,632  $4,534,330  Residential loans$1,941,489 $$2,256,682 $296,765 $4,494,936 
Business purpose residential loansBusiness purpose residential loans—  3,782,200  —  —  3,782,200  Business purpose residential loans3,956,101 3,956,101 
Multifamily loansMultifamily loans—  —  489,075  —  489,075  Multifamily loans491,415 491,415 
Real estate securitiesReal estate securities142,713  —  173,723  —  316,436  Real estate securities146,608 204,727 351,335 
Other investmentsOther investments19,661  26,933  383,246  —  429,840  Other investments14,878 25,713 344,037 384,628 
Goodwill and intangible assetsGoodwill and intangible assets—  64,610  —  —  64,610  Goodwill and intangible assets60,737 60,737 
Total assetsTotal assets2,303,320  4,009,371  3,211,030  837,821  10,361,542  Total assets2,148,643 4,134,913 3,315,039 803,817 10,402,412 
December 31, 2019December 31, 2019December 31, 2019
Residential loansResidential loans$4,939,745  $—  $2,367,215  $407,890  $7,714,850  Residential loans$4,939,745 $$2,367,215 $407,890 $7,714,850 
Business purpose residential loansBusiness purpose residential loans—  3,506,743  —  —  3,506,743  Business purpose residential loans3,506,743 3,506,743 
Multifamily loansMultifamily loans—  —  4,408,524  —  4,408,524  Multifamily loans4,408,524 4,408,524 
Real estate securitiesReal estate securities229,074  —  870,800  —  1,099,874  Real estate securities229,074 870,800 1,099,874 
Other investmentsOther investments42,224  21,002  294,904  —  358,130  Other investments42,224 21,002 294,904 358,130 
Goodwill and intangible assetsGoodwill and intangible assets—  161,464  —  —  161,464  Goodwill and intangible assets161,464 161,464 
Total assetsTotal assets5,410,540  3,786,641  8,028,946  769,313  17,995,440  Total assets5,410,540 3,786,641 8,028,946 769,313 17,995,440 
6872


Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
INTRODUCTION
Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to provide a reader of our financial statements with a narrative from the perspective of our management on our financial condition, results of operations, liquidity and certain other factors that may affect our future results. Our MD&A is presented in six main sections:
    Overview
    Results of Operations
    Liquidity and Capital Resources
    Off-Balance Sheet Arrangements and Contractual Obligations
    Critical Accounting Policies and Estimates
    New Accounting Standards
Our MD&A should be read in conjunction with the Consolidated Financial Statements and related Notes included in Part I, Item 1 of this Quarterly Report on Form 10-Q and in Part II, Item 8, Financial Statements and Supplementary Data in our most recent Annual Report on Form 10-K, as well as the sections entitled “Risk Factors” in Part I, Item 1A of our most recent Annual Report on Form 10-K and Part II, Item 1A of this Quarterly Report on Form 10-Q, as well as other cautionary statements and risks described elsewhere in this report and our most recent Annual Report on Form 10-K. The discussion in this MD&A contains forward-looking statements that involve substantial risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors, such as those discussed in the Cautionary Statement below.
References herein to “Redwood,” the “company,” “we,” “us,” and “our” include Redwood Trust, Inc. and its consolidated subsidiaries, unless the context otherwise requires. Financial information concerning our business is set forth in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and our consolidated financial statements and notes thereto, which are included in Part I, Item 1 of this Quarterly Report on Form 10-Q.
Our website can be found at www.redwoodtrust.com. We make available, free of charge through the investor information section of our website, access to our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the U.S. Securities Exchange Act of 1934, as well as proxy statements, as soon as reasonably practicable after we electronically file such material with, or furnish it to, the U.S. Securities and Exchange Commission (“SEC”). We also make available, free of charge, access to our charters for our Audit Committee, Compensation Committee, and Governance and Nominating Committee, our Corporate Governance Standards, and our Code of Ethics governing our directors, officers, and employees. Within the time period required by the SEC and the New York Stock Exchange, we will post on our website any amendment to the Code of Ethics and any waiver applicable to any executive officer or director of Redwood. In addition, our website includes information concerning purchases and sales of our equity securities by our executive officers and directors, and may include disclosure relating to certain non-GAAP financial measures (as defined in the SEC’s Regulation G) that we may make public orally, telephonically, by webcast, by broadcast, or by similar means from time to time. The information on our website is not part of this Quarterly Report on Form 10-Q.
Our Investor Relations Department can be contacted at One Belvedere Place, Suite 300, Mill Valley, CA 94941, Attn: Investor Relations, telephone (866) 269-4976.

6973


Our Business
Redwood Trust, Inc., together with its subsidiaries, is a specialty finance company focused on making credit-sensitive investments in single-family residential and multifamily mortgages and related assets and engaging in mortgage banking activities. Our goal is to provide attractive returns to shareholders through a stable and growing stream of earnings and dividends, as well as through capital appreciation. We operate our business in three segments: Residential Lending, Business Purpose Lending, and Third-Party Investments. For a full description of our segments, see Note 23 of our Notes to Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q.
Cautionary Statement
This Quarterly Report on Form 10-Q and the documents incorporated by reference herein contain forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve numerous risks and uncertainties. Our actual results may differ from our beliefs, expectations, estimates, and projections and, consequently, you should not rely on these forward-looking statements as predictions of future events. Forward-looking statements are not historical in nature and can be identified by words such as “anticipate,” “estimate,” “will,” “should,” “expect,” “believe,” “intend,” “seek,” “plan” and similar expressions or their negative forms, or by references to strategy, plans, or intentions. These forward-looking statements are subject to risks and uncertainties, including, among other things, those described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2017 and our Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, in each case under the caption “Risk Factors.” Other risks, uncertainties, and factors that could cause actual results to differ materially from those projected may be described from time to time in reports we file with the SEC, including reports on Forms 10-Q and 8-K. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.
Statements regarding the following subjects, among others, are forward-looking by their nature: (i) statements we make regarding Redwood's business strategy and strategic focus, including statements relating to our overall market position, strategy and long-term prospects (including trends driving the flow of capital in the housing finance markets,market, our strategic initiatives designed to capitalize on those trends, our ability to attract capital to finance those initiatives, our approach to raising capital, our ability to pay dividends in the future, and the prospects for federal housing finance reform); (ii) statements related to our financial outlook and expectations for 2020 and future years, including our positioningoptimism that we will end 2020 on a high note, that excess liquidity will continue to take advantagesupport higher prices for mortgage related investments and enhance their scarcity value, that our portfolio values still have room to recover value from unrealized losses incurred in the first quarter of a significant recovery in2020, and our business lines,belief that secular trends supporting our investment thesis are accelerating due to the COVID-19 pandemic; (iii) expectations with respect to activity in our Residential Lending segment, including our expectation that our expanded prime program will contribute more significantly to our 2021 loan acquisition volumes, and strategic prioritiesthe potential for this segment,significantly increased industry-wide jumbo loan origination volumes and for interest rates on jumbo loans to continue to converge towards those for conforming borrowers; (iv) our expectations with respect to activity in our Business Purpose Lending segment, including with respect to investment demand for our SFR and bridge loans, and our belief that asset valuations in our investment portfolio possess significant upside to recover value from unrealized losses incurred during the first quarter 2020; (iii) statements related to repurchases of long-term debt or common equity; (iv)opportunities to provide technology-enabled solutions to disrupt traditional private-sector workflows; (v) statements regarding our expectations with respect to forbearance rates, loan performancecapital available for borrowers exiting forbearance periods, and Redwood's servicing advance obligations,investment, including our estimatestatement that for every 5 percentage point increase in the principal balance of Sequoia securitizedwe have ample capital available to deploy into our operating businesses and to pursue opportunistic third-party investments; (vi) statements relating to acquiring residential mortgage loans in a delinquent status (whetherthe future that we have identified for purchase or not subjectplan to forbearance), our average monthly principalpurchase, including the amount of such loans that we identified for purchase during the third quarter of 2020 and interest servicing advance funding obligation would increase by approximately $3 million; (v) statements we make regarding estimated costsat September 30, 2020, and expected fallout and the rangecorresponding volume of reasonably possible losses with respectresidential mortgage loans expected to be available for purchase, and expected residential mortgage loan seller demands; (vi)sales in the fourth quarter, including through forward sales agreements we entered into during the third quarter; (vii) statements we make regarding future dividends, including with respect to our regular quarterly dividends in 2020; and (vii)(viii) statements regarding our expectations and estimates relating to the characterization for income tax purposes of our dividend distributions, our expectations and estimates relating to tax accounting, tax liabilities and tax savings, and GAAP tax provisions, and our estimates of REIT taxable income and TRS taxable income.
Many of the factors that could affect our actual results are summarized below. One of the most significant factors, however, is the ongoing impact of the pandemic on the United States economy, homeowners, renters of housing, the housing market, the mortgage finance markets and the broader financial markets. It is difficult to fully assess the impact of the pandemic at this time, including because of the uncertainty around the severity and duration of the pandemic domestically and internationally, as well as the uncertainty around the efficacy of Federal, State and local governments’ efforts to contain the spread of COVID-19 and respond to its direct and indirect impacts on many aspects of Americans’ lives and economic activity. Moreover, each of the factors summarized below is likely to also be impacted directly or indirectly by the ongoing impact of the pandemic and investors are cautioned to interpret substantially all of the risks identified in the Company’s previously published “Risk Factors” as being heightened as a result of the ongoing impact of the pandemic.
Important factors, among others, that may affect our actual results include:
74


the impact of the current outbreak of COVID-19 or the future outbreak of any other highly infectious or contagious diseases on the U.S. and global economy, financial markets, and our business and operations;
the ability and willingness of residential mortgage loan borrowers that have been negatively impacted by the pandemic to make payments of principal and interest relating to their mortgage loans;
liquidity risks from margin calls and potential breaches of the financial covenants under our borrowing facilities;
70


changes to our interest rate hedging strategy and our revised approach to addressing interest rate risk;
the pace at which we redeploy our available capital into new investments and initiatives;
our ability to scale our platform and systems, particularly with respect to our new initiatives;
interest rate volatility, changes in credit spreads, and changes in liquidity in the market for real estate securities and loans;
changes in the demand from investors for residential mortgages and investments, and our ability to distribute residential mortgages through our whole-loan distribution channel;
our ability to finance our investments in securities and our acquisition of residential mortgages with short-term debt;
changes in the values of assets we own;
general economic trends, the performance of the housing, real estate, mortgage, credit, and broader financial markets, and their effects on the prices of earning assets and the credit status of borrowers;
federal and state legislative and regulatory developments, and the actions of governmental authorities, including the new U.S. presidential administration, and in particular those affecting the mortgage industry or our business;
state and/or local regulations related to rent control or rent stabilization impacting single-family rental and multifamily properties;
strategic business and capital deployment decisions we make;
our recent acquisitions of business purpose lending origination platforms;
developments related to the fixed income and mortgage finance markets and the Federal Reserve’s statements regarding its future open market activity and monetary policy;
our exposure to credit risk and the timing of credit losses within our portfolio;
the concentration of the credit risks we are exposed to, including due to the structure of assets we hold and the geographical concentration of real estate underlying assets we own;
our exposure to adjustable-rate mortgage loans;
the efficacy and expense of our efforts to manage or hedge credit risk, interest rate risk, and other financial and operational risks;
changes in credit ratings on assets we own and changes in the rating agencies’ credit rating methodologies;
changes in interest rates; changes in mortgage prepayment rates;
changes in liquidity in the market for real estate securities and loans;
our ability to finance the acquisition of real estate-related assets with short-term debt;
the ability of counterparties to satisfy their obligations to us;
our involvement in securitization transactions, the profitability of those transactions, and the risks we are exposed to in engaging in securitization transactions;
exposure to claims and litigation, including litigation arising from our involvement in securitization transactions;
ongoing litigation against various trustees of RMBS transactions;
whether we have sufficient liquid assets to meet short-term needs;
our ability to successfully compete and retain or attract key personnel;
our ability to adapt our business model and strategies to changing circumstances;
changes in our investment, financing, and hedging strategies and new risks we may be exposed to if we expand our business activities;
our exposure to a disruption or breach of the security of our technology infrastructure and systems;
exposure to environmental liabilities;
our failure to comply with applicable laws and regulations;
our failure to maintain appropriate internal controls over financial reporting and disclosure controls and procedures;
the impact on our reputation that could result from our actions or omissions or from those of others;
changes in accounting principles and tax rules;
our ability to maintain our status as a REIT for tax purposes;
limitations imposed on our business due to our REIT status and our status as exempt from registration under the Investment Company Act of 1940;
decisions about raising, managing, and distributing capital; and
other factors not presently identified.
This Quarterly Report on Form 10-Q may contain statistics and other data that in some cases have been obtained from or compiled from information made available by servicers and other third-party service providers.
7175


OVERVIEW
Business Update
The COVID-19 pandemic continued to impact financial markets andIn the economy in the secondthird quarter and our country experienced a significant increase in coronavirus cases during July. While the long-term impact of this crisis on Redwood’s business remains unclear,2020, we made significant progress in response to the collapse of liquidity that the non-government mortgage sector experienced in March. We believe we are now positioned ourselves to take advantage of a significant recoveryopportunities emerging in our business lines – which is currently underway. There is still much to do, butmarkets. Though we expect to look back on the second quarterremain wary of 2020 as onea volatile election season and rising rates of meaningful strengthening for the Company.
During the second quarter, we recast most of our secured recourse debt. In aggregate, recourse debt declined from $4.6 billion at March 31, 2020 to $1.8 billion at June 30, 2020, reducing our recourse leverage ratio from 6.9x to 2.1x. Marginable debt, or that portion of recourse debt subject to daily, market-value-based margin calls, represents only about 21% of our recourse debt, or $375 million at June 30th. When comparing our $529 million of unrestricted cash to our marginable debt at the endCOVID-19 infections in many parts of the second quarter,U.S., our coverage ratio was approximately 1.4:1, leaving us with ample room abovebusinesses are back to operating at full speed and we are optimistic that we will end 2020 on a prudent risk capital level to allocate significant capital to our operating businesses, new investments and capital deployment opportunities.high note.
Importantly, the evolution of our capital structure has been managed organically, without raising dilutive equity capital. Not only did we not require outside capital in the second quarter, we repurchased $125 million of our convertible debt at discounted levels, generating $25 million of realized gains. These repurchases also provide the benefit of reduced debt service costs and leverage as we manage through the pandemic. We may continue to opportunistically repurchase our long-term debt or common stock to the extent we believe valuations remain significantly detached from fundamentals.
With our capital structure enhancements largely complete, we paid a second quarter dividend of $0.125 per share on June 29, 2020. The second quarter dividend aligned with the current size ofAfter recasting our balance sheet and reflected a sustainable level that we would hopepositioning our businesses to build upon as the economy and our business cash flows stabilize. We remain committed to delivering an attractive dividend to shareholders while remaining well positioned to opportunistically deploy capital going forward.
When taking stock of the extreme market shocks brought about by COVID-19 and our future forward earnings potential, we believe it is still premature to look too far ahead, as the true impact to the U.S. economy and the mortgage industry is yet to be seen. From a macroeconomic perspective, the recovery in financial markets remains meaningfully detachedrelaunch from the continued, and in many areas accelerating, health pandemic. Record job losses and the associated economic contraction have significantly outpaced the Great Financial Crisis in both speed and severity. The spectacular resiliency of the financial markets appears to be buoyed by extreme monetary and fiscal stimulus, with the prospect that financial asset values can be supported, either directly or implicitly, by the Federal Reserve until a COVID-19 vaccine or effective treatments can be found.
Discomforted by the prospect of trying to predict and time the outcome of the pandemic, and with an election looming in November, we have put ourselves in a position of strength, we are now conducting new business at a rapid pace and leveraging industry relationships forged over many business cycles. But after such a profoundly challenging period for our sector and country, we were compelled to be patient and focused onthink critically about the type of company we want to lead over the long-term through what may be– including how we fit into a volatile next several months. The virtue of patience has had meaningful ancillary benefits, asnation grappling with civil unrest, pandemic fatigue, and a depressed job market.
We emerged with great clarity on who we have been able to focus on the strategic evolution ofare and where we are headed. Our business continues moving towards where our business model, and how our platforms will functioncapital is most impactful – in a post-pandemic world.
For now, our residential and business purpose lending segments, complemented by portfolio strategies where we hold distinct competitive advantages. With the Federal Reserve providing an unprecedented amount of stimulus to financial markets, the detachment of asset prices from certain underlying fundamentals is the most pronounced we have seen since the lead up to the Great Financial Crisis. A vast amount of capital is now in need of deployment, and we believe this excess liquidity will continue to operatesupport higher prices for mortgage related investments and exacerbate their scarcity value. As such, it has become a strategic priority for many investment firms to access the whole-loans that underlie such investments. This is exactly what Redwood’s residential and business purpose lending platforms are built to generate.
Demand for loans we originate or acquire has only grown stronger as the year has unfolded. This demand has enabled us to enhance our distribution strategies to compete more effectively for volume while reducing our exposure to market volatility. Recently completed non-mark-to-market financing facilities supporting our residential, business purpose, and third party investments, including financing residential loans in aforbearance, helped achieve this reduced exposure. While most of these new facilities were completed with our traditional banking counterparties, we are expanding our reach by also working with non-bank financing sources that will allow us to use our working capital more efficiently.
In the third quarter, our residential mortgage lock volume was $2.12 billion, growing from nearly zero in the second quarter. It was also the highest quarterly volume sourced exclusively through our residential loan seller network in five years. Moreover, we achieved this through purchase activity with only about 40% of our loan sellers. We also have yet to formally relaunch our expanded prime program, Redwood Choice, which we expect to contribute more significantly altered landscape. Myriad aspects ofto our 2021 acquisition volumes. Additionally, the mortgage process that historically took placefinance industry remains focused on the refinancing opportunity for conforming mortgage loans. In our view, there is potential for significantly increased jumbo loan origination and acquisition volumes, driven by evolving consumer demand and the potential for interest rates on jumbo mortgage loans to continue converging towards those for conforming mortgage loans. Our recent efforts have positioned us to compete effectively in person, such as appraisals and closings, are now often done remotely. Residentialwhat may be a substantially larger market. The recent completion of our first Sequoia securitization backed largely by loans originated since the COVID-19 crisis began is an important affirmation of our progress.
Similarly, our business purpose origination activity remained strong in the third quarter – providing us with a favorable combination of robust underwriting coupled with higher margins. Our third quarter single-family rental securitization was met with extremely high demand, with the AAA-rated securities pricing with an interest rate of 1.36%. In addition to the benefit from lower benchmark rates, blended credit performance has fundamentally deteriorated fromspreads for the record low delinquencies the industry enjoyed before the crisis, though continues to runoffered bonds were better than many observers expected. the execution we achieved in our final transaction of 2019, well in advance of this spring’s volatility.
As of June 30, 2020, we received approximately 96% of payments due in June for residential loans underlying our Sequoia securitizations and we received approximately 96% of payments due for the single-family rental loans underlyingoperating strategies take shape, our CoreVest securitizations. Forbearance rates for our Sequoia portfolio had stabilized in the 6.5% - 7.0% range of outstanding balances as of July 24, 2020. Importantly, we are now observing howinvestment portfolio’s asset values have continued to recover since incurring unrealized losses during the first group of borrowers exiting forbearance periods will perform, and the early signs are encouraging. Alongquarter. The significant upside we have seen in these lines, it is importantinvestments appears to emphasize that Redwood’s servicer advancing obligationsbe a story unique to date have been immaterial to our operations, largely thanks to the fact that a significant percentage of underlying borrowers who have been granted forbearance periods have nonetheless continued to make their monthly mortgage payments. Over the longer-term, for borrowers who reach deeper stages of delinquency, “stop-advance” features incorporated intoRedwood – with many of our Sequoia securitization transactions will also mitigatecompetitors exiting their non-agency portfolios in response to the pandemic. Though we can’t predict the pace or extent of a broad-based economic recovery, we believe our advancing obligations.portfolio values still have room for further recovery, with the investment portfolio currently yielding in the low- to mid-double digits to our basis in those assets at September 30, 2020.

As we focus on growth opportunities ahead, we believe the secular trends supporting our housing thesis are not just intact, but accelerating due to the COVID-19 pandemic. The nationwide push toward single-family housing – whether rented or owned – is no longer a nuanced data point, but has become widely recognized as families look for more space to live socially distanced, work, and learn from home. As this shift unfolds, densely populated cities continue to see home prices and rents stay relatively flat or decline, while neighboring suburbs enjoy robust demand and home price appreciation – in many cases exceeding 10-20% over prior year levels. With over 65% of single-family homes having 3 bedrooms or more, compared to only 11% of apartment units, we expect the trend towards single-family living to continue and to be supported by low interest rates.
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While we are pleased with our market positioning and expectations for growth, navigating the Company through prolonged market volatility will remain a primary focus. The risehigh standards we have set for service to our customers are well-established, but it is critical for us to maintain an infrastructure that can preserve this standard while allowing us to scale profitably and safely. To accomplish this, we are committed to innovating and investing in past-due mortgages, thus far, does not appear to be weakening the single-family housing sector. Thanks to record low mortgage rates, in some cases below 3% for agency mortgages and trending lower, refinance activity has remained elevated and home purchases have seen a resurgence in demand. By way of shelter-in-place orders and broader (perhaps secular) trends in working remotely, the concept of “home” has taken on greater significance for most Americans. Many children are now learning “virtually” right down the hall from their working parents. Particularly strong demand for suburban housing has been observed in many states where families look to exit dense metropolitan areas, seeking some outdoor space to call their own and that critical extra room. This is a remarkable shift in consumer preference from even a few short months ago, and one that, on balance, is positive for both our residential consumer and rental products, which are predominantly focused on single-family dwellings.technology.
Our Residential Lending team entered the second halfbusinesses recently completed an updated technology roadmap that identified significant opportunities to provide technology-enabled solutions to our network of the year primed for a relaunch with an idle period in the jumbo mortgage space slowly coming to an end. Since March, most lenders had significantly tightened their underwriting guidelines for newly originated loans due to the prospect of a severe recession and lack of Fed support to the non-agency sector. Additionally, constraints on the bandwidth of loan officers, who have remained largely focused on high margin refinance loans to agency-eligible borrowers, has weighed on jumbo origination activity. Based on our recent engagement with loan sellers and sponsors. We aim to disrupt traditional private-sector workflows and ideologies that have inhibited automation in the gradual narrowingnon-agency mortgage market.
Non-agency residential loan purchase workflows and timelines is one such opportunity. We recently announced the pilot launch of the spread between agency and jumbo mortgage rates, we’ve begunRedwood “Rapid Funding”, a technology-enabled program that will permit qualifying originators to see a pickup in lock activity and expect this to grow meaningfully as we head into the fall. Eventransact with this narrowing, we continue to see substantial relative value in non-agency whole loans, a sentiment shared by our loan-buying counterparties, both current and prospective. Our near-term focus continues to be on recasting our programs and guidelines with loan sellers to reflect the economic environment in preparation for increased activity. Though our team’s efforts may not yet be reflected in our results, tremendous progress has been made and we’re excited about the resurgence underway.
To reach this point, we completed the difficult work of managing through our “pre-COVID” loan inventory, culminating with the sale of substantially all of those loans and the repayment of our associated secured debt facilities. As part of this process, our residential team completed our Sequoia “MC1” securitization in late June, a transaction that brought the sale of these loans to a close. The deal priced better than we expected and allowed us to safely begin locking new loans in July.
As we move forward, our Residential team is focused on a few key strategic priorities. First, issignificantly accelerated purchase timeline. Our delegated process allows originators to reaffirm our commitmentcontrol their closing timelines; adding this feature will enable them to technology by upgrading our loan systemsfree up capital more quickly and transition toward the more automated underwriting and approval processes our sellers experienceremove risk from their balance sheets. Our program will also create opportunities for conventional loans. Second, is to broaden our methods of loan distribution to complement traditional whole-loan sales and securitization – a key initiative as we closely manage our loan inventory levels going forward. Third, is to enhance our value-addfaster settlements to our loan sellers by continuingbuyer network – particularly depositories – that ultimately could lead to refine how -better outcomes for borrowers.
At CoreVest, our business purpose lending subsidiary, technology and how quickly - we can purchase loans in a safe and sound manner. Thanks to our deep and valuable banking relationships, wedata architecture have substantial warehouse capacity to fund new loans and now have access to non-marginable facilities that will help us manage our inventory going forward.
Transitioning to our Business Purpose Lending segment, the recovery was very much underway at the endlong been hallmarks of the second quarter,platform’s advantages in client acquisition and we have much to be excited about going forward. Our BPL team originated $234 millionretention. A culture of loansconsistent iteration of the technology suite – particularly in the second quarter,proprietary use of leading cloud-based systems to automate workflow management – keeps the majority in late May and June when we re-enteredplatform’s first-mover advantage fresh. This client-centric approach keeps customers coming back, as evidenced by our approximately 50% repeat borrower rate, but also positions us to capitalize as this area of the market in earnest after securitizing a significant portioncontinues to grow.
Though our business platforms serve different parts of the pre-COVID single-family rental loans onhousing market, our balance sheet. Our origination footprint has remained largely consistent for SFR loans, and our bridge origination strategy has sharpened its focus on sponsors whose strategy iscore mission unifies them. We aim to ultimately hold and stabilize all or most of their portfolios. In addition to their institutional caliber, these sponsors often become accretive repeat customers for both SFR loans and fresh bridge financing to support new investments. Across our BPL products, we are commanding improved lending terms in both structure and coupon. As funding markets improve, we expect more competition to re-enter the space; however, we believe our operational advantage remains durable.
Our BPL business continued to make great progress in diversifying its outlets to distribute risk in the second quarter and through July. We completed two non-recourse financing arrangements for over 85% of our pre-COVID bridge portfolio, essentially match-funding a portfolio that has thus far displayed solid performance through the pandemic (as noted above, these arrangements did not come with equity-linked options for the lenders). Investment demand remains very robust for our SFR and bridge loans, including significant inquiry for both loan purchases and opportunities to co-invest or provide private financing. We expect these options to become a reliable complement to traditional securitization. The attractive risk-adjusted returns in the space have kept BPL assets in strong demand and we continue to receive strong indications from investors in our SFR securitizations.
As we take stock of the year so far and look towards the fall, we are reminded that we are living in truly historic times. We face a pandemic that has created global economic disruption, trade and technology wars are looming, the fight against racism and social injustice is hitting an inflection point at a global scale, and the U.S. presidential election is a mere three months away. This presents an opportunity for all of us to examine our values, reset priorities and pause while we rethink how we want our world to function. As the times evolve, our corporate mission remains the same - to help make quality housing accessible to all Americans, whether rented or owned. For example, we finance build-to-rent communities in the Midwest, workforce housing in the South, and high-balance residential mortgages on the coasts. Our mission also speaks to the role we play in our communities, and motivates us to advocate for and advance inclusion and diversity initiatives across our industry. By focusing on financing solutions for all consumers and investors not served by government-sponsored loan programs, we believe we can make a positive impact for our stakeholders – especially our shareholders, employees, and communities.


































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SecondThird Quarter Overview
The following table presents key financial metrics for the three and sixnine months ended JuneSeptember 30, 2020.
Table 1 – Key Financial Metrics
Three Months EndedSix Months EndedThree Months EndedNine Months Ended
(In Thousands, except per Share Data)(In Thousands, except per Share Data)June 30, 2020June 30, 2020(In Thousands, except per Share Data)September 30, 2020September 30, 2020
Net income (loss) per diluted common shareNet income (loss) per diluted common share$1.00  $(6.82) Net income (loss) per diluted common share$1.02 $(5.60)
Book value per shareBook value per share$8.15  $8.15  Book value per share$9.41 $9.41 
REIT taxable loss per share$(0.50) $(0.17) 
REIT taxable income (loss) per shareREIT taxable income (loss) per share$0.07 $(0.10)
Dividends per shareDividends per share$0.125  $0.445  Dividends per share$0.14 $0.585 
Our secondthird quarter 2020 results benefited from a rebound in asset prices, as the COVID-19 induced spread widening we experienced in the first quarter partially reversed, benefiting our investment portfolio. As a result of the substantial work we completed repositioning our secured debt, we were able to maintain strategic assetsrenewed momentum in our portfoliooperating businesses. Volumes grew significantly at our residential business, and recover a meaningful portion of the unrealized losses recordedbusiness purpose lending results benefited from strong securitization execution and improved valuations on loans held in the first quarter of 2020.inventory.
Our book value per share increased $1.83$1.26 per share to $8.15$9.41 per share during the secondthird quarter of 2020, resulting primarily from positive investment fair value changes as well as from gains on extinguishment of our convertible debt.improved mortgage banking results. During the second quarter, we recognized positive fair value changes of $1.78 per share on our investment assets, primarily driven by spread-tightening across our portfolios. While not uniform in magnitude, asset valuations were materially higher and still possess significant upside to the extent the economy continues to recover. Additionally, during the secondthird quarter of 2020, we repurchased $125three million shares of convertible debt,our common stock for $22 million, resulting in net gains of $25 million and a $0.22$0.03 per share benefit to book value.
During the secondthird quarter of 2020, we made significant progress repositioning our secured recourseentered into two separate non-recourse debt structure including reducingtransactions and closed two non-marginable (i.e., not subject to margin calls based on the market value of the underlying collateral) loan warehouse facilities. These transactions helped reduce our recourse debt from $4.6 billion at March 31, 2020 to $1.8$1.82 billion at June 30, 2020 to $1.35 billion at September 30, 2020, and reducingreduced our marginable debt from $3.5 billion at March 31, 2020 to $375 million at June 30, 2020 to $120 million at September 30, 2020. While our new non-marginable and non-recourse financing facilities have reduced our contingent liquidity risks, they generally have higher interest costs, which will marginally impact our net interest income in coming quarters. Additional details on these new financing agreements, including additional details regarding market value-based margin call provisions compared to asset value-based margin call provisions, are provided in the "Liquidity and Capital Resources" section that follows in this MD&A.&A under the heading “Risks Relating to Debt Incurred under Short- and Long-Term Borrowing Facilities."
During the second quarter of 2020,Residential jumbo loan purchase commitments were $1.20 billion, and we completed the sale of nearly all of our residential loans previously held for investment and financed at our Federal Home Loan Bank of Chicago facility (our "FHLBC Facility") and repaid all but $1purchased $176 million of borrowings under this facility. Additionally,residential jumbo loans during the second quarter, we completed the sale of nearly all of our loan inventory held at the end of the firstthird quarter of 2020. These sales benefitedAt September 30, 2020, our cash position, recourse leverage and marginable debt ratios, but reduced net interest income in the second quarter.pipeline of jumbo residential loans identified for purchase was $1.79 billion.
We reset operations in our mortgage banking businesses during the second quarter of 2020, increasing the pace of residential loan locks and business purpose loan originations in the second half of the second quarter. Our business purpose lending platform originated $234$261 million of business purpose mortgage loans in the secondthird quarter, including $176$196 million of single-family rental loans and $58$66 million of residential bridge loans. During the quarter, we also completed one $293 million securitization of single-family rental loans.
During the secondthird quarter of 2020, we sold $29 million of securities from our residential lending investment portfolio, $53$13 million of third-party residential investments (including $35securities, and retained $16 million of recently issued subordinate securities), and $19 million of Agency CRT securities.single-family rental ("SFR") securities from a securitization we completed during the quarter.
Our unrestricted cash position increased to $529 million at the end of the second quarter of 2020, after repurchasing $125 million of our convertible debt at a discount, and without issuing any equity or equity-linked securities.
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RESULTS OF OPERATIONS
Within this Results of Operations section, we provide commentary that compares results year-over-year for 2020 and 2019. Most tables include a "change" column that shows the amount by which the results from 2020 are greater or less than the results from the respective period in 2019. Unless otherwise specified, references in this section to increases or decreases during the "three-month periods" refer to the change in results for the secondthird quarter of 2020, compared to the secondthird quarter of 2019, and increases or decreases in the "six-month"nine-month periods" refer to the change in results for the first sixnine months of 2020, compared to the first sixnine months of 2019.
Consolidated Results of Operations
The following table presents the components of our net income for the three and sixnine months ended JuneSeptember 30, 2020 and 2019.
Table 2 – Net Income (Loss)
Three Months Ended June 30,Six Months Ended June 30,Three Months Ended September 30,Nine Months Ended September 30,
(In Thousands, except per Share Data)(In Thousands, except per Share Data)20202019Change20202019Change(In Thousands, except per Share Data)20202019Change20202019Change
Net Interest IncomeNet Interest Income$27,280  $32,322  $(5,042) $78,690  $64,087  $14,603  Net Interest Income$21,571 $33,513 $(11,942)$100,261 $97,600 $2,661 
Non-interest IncomeNon-interest IncomeNon-interest Income
Mortgage banking activities, netMortgage banking activities, net(5,772) 19,160  (24,932) (34,183) 31,469  (65,652) Mortgage banking activities, net59,395 9,515 49,880 24,511 40,984 (16,473)
Investment fair value changes, netInvestment fair value changes, net152,228  3,138  149,090  (718,604) 23,297  (741,901) Investment fair value changes, net107,047 11,444 95,603 (611,557)34,741 (646,298)
Other incomeOther income955  4,859  (3,904) 3,392  9,484  (6,092) Other income(114)4,356 (4,470)3,979 13,840 (9,861)
Realized gains, netRealized gains, net25,965  2,827  23,138  29,817  13,513  16,304  Realized gains, net602 4,714 (4,112)30,419 18,227 12,192 
Total non-interest income (loss), netTotal non-interest income (loss), net173,376  29,984  143,392  (719,578) 77,763  (797,341) Total non-interest income (loss), net166,930 30,029 136,901 (552,648)107,792 (660,440)
General and administrative expensesGeneral and administrative expenses(30,092) (26,255) (3,837) (62,760) (49,414) (13,346) General and administrative expenses(27,630)(24,899)(2,731)(84,832)(70,722)(14,110)
Loan acquisition costsLoan acquisition costs(2,158)(1,916)(242)(7,716)(5,507)(2,209)
Other expensesOther expenses(5,083) (2,452) (2,631) (96,498) (3,490) (93,008) Other expenses(7,788)(2,531)(5,257)(104,286)(6,021)(98,265)
Net income (loss) before income taxesNet income (loss) before income taxes165,481  33,599  131,882  (800,146) 88,946  (889,092) Net income (loss) before income taxes150,925 34,196 116,729 (649,221)123,142 (772,363)
(Provision for) benefit from income taxes(Provision for) benefit from income taxes(37) (2,333) 2,296  22,192  (3,216) 25,408  (Provision for) benefit from income taxes(9,113)114 (9,227)13,079 (3,102)16,181 
Net Income (Loss)Net Income (Loss)$165,444  $31,266  $134,178  $(777,954) $85,730  $(863,684) Net Income (Loss)$141,812 $34,310 $107,502 $(636,142)$120,040 $(756,182)
Diluted earnings (loss) per common shareDiluted earnings (loss) per common share$1.00  $0.30  $0.70  $(6.82) $0.78  $(7.60) Diluted earnings (loss) per common share$1.02 $0.31 $0.71 $(5.60)$1.09 $(6.69)
Net Interest Income
The decrease in net interest income during the three-month periods was primarily due to lower net interest income from residential loans, as we completed the sale of nearly all of our loans previously held-for-investment at the FHLBC, and our loan inventory held at the end of the first quarter of 2020.As a result of these sales, we expect our net interest income to decrease further inaverage asset balances during the third quarter of 2020 and remain lower until we begin to re-deploy our available capital into interest earning investments and increase our inventory of loans held for saleresulting from portfolio repositioning in our mortgage banking businesses. Additionally, during the second quarterfirst half of 2020 we entered into several new financing agreements, which in general carryrelated to the COVID-19 pandemic, and higher interestborrowing costs associated with non-marginable and non-recourse features.debt facilities we entered into in the second and third quarters of 2020.
The increase in net interest income during the six-monthnine-month periods was primarily due to higher net interest income from bridge loans and loans held for investment at CAFL entities, which we consolidated beginning in the fourth quarter of 2019 following the acquisition of CoreVest. These increases were mostly offset by a higher average balancereduction in net interest income resulting from sales of invested capital duringinvestments in the first six monthshalf of 2020 as comparedwe repositioned our portfolio in response to the first six months of 2019.COVID-19 pandemic.
Additional detail on net interest income is provided in the “Net Interest Income” section that follows.
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Mortgage Banking Activities, Net
The increase in income from mortgage banking activities during the three-month periods was primarily due to improved valuations on SFR loans held in inventory at June 30, 2020 and originated during the third quarter of 2020, resulting from improved securitization execution at our business purpose mortgage banking operations.
The decrease in income from mortgage banking activities during the three- and six-monthnine-month periods was predominantly due to a decrease in loan acquisition and origination volumes at our residential mortgage banking businesses during the second quarter of 2020,business, as well as lower margins, in both cases due to pandemic-related market disruptions. While we began to see volumes grow later in the second quarter, in the near-term we expect volumes and margins to continue to be below levels we experienced pre-pandemic.
A more detailed analysis of the changes in this line item is included in the “Results of Operations by Segment” section that follows.
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Investment Fair Value Changes, Net
Investment fair value changes, net, is primarily comprised of the change in fair values of our portfolio investments accounted for under the fair value option and, prior to the second quarter of 2020, interest rate hedges associated with these investments. During the three months ended JuneSeptember 30, 2020, investment fair value changes increased significantly, asreflected further increases in the fair value of our investment assets, recovered nearly one-third ofas spreads continued to tighten during the unrealized losses recognized in the first quarter of 2020.third quarter. During the sixnine months ended JuneSeptember 30, 2020, the negative investment fair value changes reflected significant declines in the value of our investments in the first quarter of 2020 resulting from market dislocations caused by the pandemic. Additional detail on our investment fair value changes is included in the “Results of Operations by Segment” section that follows.
Other Income
The decrease in other income for the three- and six-monthnine-month periods was primarily the result of losses on our MSR investments, which were driven primarily by increased prepayment speeds, resulting from recent declines in interest rates. Additionally, we recorded a $2 million gain associated with the re-measurement of our initial minority investment and purchase option in 5 Arches during the sixnine months ended JuneSeptember 30, 2019.
Realized Gains, Net
During the three and sixnine months ended JuneSeptember 30, 2020, we realized gains of $26$1 million and $30 million, respectively, primarily resulting from the sale of zero and $55 million of AFS securities, respectively, and for the nine-month period, a $25 million gain from the repurchase of $125 million of convertible debt during the second quarter of 2020. During the three and sixnine months ended JuneSeptember 30, 2019, we realized gains of $3$5 million and $14$18 million, respectively, primarily from the sale of $25$15 million and $67$82 million of AFS securities, respectively, and the call of a seasoned Sequoia securitization. Of note, all of the gains from extinguishment of debt were excluded from our diluted earnings per share for the threenine months ended JuneSeptember 30, 2020, in accordance with GAAP. See Note 17 of our Notes to Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information on this calculation.
General and Administrative Expenses
The increase in general and administrative expenses for the three- and six-monthnine-month periods primarily resulted from $4 million and $16$19 million of additional expenses, respectively, from the consolidation of 5 Arches and CoreVest operations during 2019 after their respective acquisitions.
Loan Acquisition Costs
The increase in loan acquisition costs for the six-monththree- and nine-month periods was partially offset byprimarily resulted from an increase in origination activity at our business purpose mortgage banking operations, and also increased as a $5 million decrease in our variable compensation expense, which was impacted by our year-to-date performance in 2020. Additionally, in April 2020, we implemented a workforce reduction that reduced headcount by approximately 35% and fixed compensation costs by approximately 25%.result of the acquisition of CoreVest during the fourth quarter of 2019.
Other Expenses
The increase in other expenses for the three-month periods was primarily due to higher amortization expense from intangible assets and contingent consideration we recorded in association with the acquisitions of 5 Arches and CoreVest in 2019. The increase in other expenses for the six-monthnine-month periods was primarily due to $89 million of goodwill impairment expense at our Business Purpose Lending segment recorded in the first quarter of 2020.

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Provision for Income Taxes
Our provision for income taxes is almost entirely related to activity at our taxable REIT subsidiaries, which primarily includes our mortgage banking activities and MSR investments, as well as certain other investment and hedging activities. For the three- and six-monththree-month periods, the decreaseincrease in provision for income taxes andwas the result of higher GAAP income earned at our TRS in the current year versus the prior year. For the nine-month periods, the change to a benefit from income taxes from a provision for income taxes in the prior year respectively, were primarilywas the result of year-to-date GAAP losses at our TRS in 2020. The benefit from income taxes in 2020 was partially offset by a valuation allowance being recorded against our federal net ordinary deferred tax assets. For additional detail on income taxes, see the “Taxable Income and Tax Provision” section that follows.


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Net Interest Income
The following table presents the components of net interest income for the three and sixnine months ended JuneSeptember 30, 2020 and 2019.
Table 3 – Net Interest Income
Three Months Ended June 30,Three Months Ended September 30,
2020201920202019
(Dollars in Thousands)(Dollars in Thousands)Interest Income/ (Expense)
 Average
   Balance (1)
YieldInterest Income/ (Expense)
 Average
   Balance (1)
Yield(Dollars in Thousands)Interest Income/ (Expense)
 Average
   Balance (1)
YieldInterest Income/ (Expense)
 Average
   Balance (1)
Yield
Interest IncomeInterest IncomeInterest Income
Residential loans, held-for-saleResidential loans, held-for-sale$8,537  $771,003  4.4 %$10,015  $898,054  4.5 %Residential loans, held-for-sale$434 $53,297 3.3 %$10,583 $973,917 4.3 %
Residential loans - HFI at Redwood (2)
Residential loans - HFI at Redwood (2)
—  —  — %24,090  2,399,670  4.0 %
Residential loans - HFI at Redwood (2)
77 — — %22,809 2,325,304 3.9 %
Residential loans - HFI at Legacy Sequoia (2)
Residential loans - HFI at Legacy Sequoia (2)
2,685  305,160  3.5 %4,773  468,062  4.1 %
Residential loans - HFI at Legacy Sequoia (2)
1,795 285,077 2.5 %4,293 436,963 3.9 %
Residential loans - HFI at Sequoia Choice (2)
Residential loans - HFI at Sequoia Choice (2)
22,565  1,826,727  4.9 %26,814  2,218,425  4.8 %
Residential loans - HFI at Sequoia Choice (2)
20,919 1,910,771 4.4 %27,555 2,320,989 4.7 %
Residential loans - HFI at Freddie Mac SLST (2)
Residential loans - HFI at Freddie Mac SLST (2)
21,187  2,115,716  4.0 %11,596  1,221,346  3.8 %
Residential loans - HFI at Freddie Mac SLST (2)
21,696 2,153,447 4.0 %11,830 1,278,036 3.7 %
Business purpose residential loansBusiness purpose residential loans20,441  1,181,644  6.9 %3,996  207,280  7.7 %Business purpose residential loans19,456 1,149,171 6.8 %5,446 296,037 7.4 %
Single-family rental loans - HFI at CAFLSingle-family rental loans - HFI at CAFL32,978  2,379,689  5.5 %—  —  — %Single-family rental loans - HFI at CAFL36,181 2,663,541 5.4 %— — — %
Multifamily loans - HFI at Freddie Mac K-SeriesMultifamily loans - HFI at Freddie Mac K-Series4,870  470,896  4.1 %35,917  3,644,683  3.9 %Multifamily loans - HFI at Freddie Mac K-Series4,918 489,736 4.0 %36,829 3,767,847 3.9 %
Trading securitiesTrading securities6,587  127,506  20.7 %19,548  1,235,965  6.3 %Trading securities6,539 140,892 18.6 %17,877 1,168,952 6.1 %
Available-for-sale securitiesAvailable-for-sale securities3,440  128,486  10.7 %5,469  181,253  12.1 %Available-for-sale securities3,596 135,942 10.6 %5,170 174,530 11.8 %
Other interest incomeOther interest income6,656  848,105  3.1 %6,324  555,514  4.6 %Other interest income6,371 859,808 3.0 %7,725 612,554 5.0 %
Total interest incomeTotal interest income129,946  10,154,932  5.1 %148,542  13,030,252  4.6 %Total interest income121,982 9,841,682 5.0 %150,117 13,355,129 4.5 %
Interest ExpenseInterest ExpenseInterest Expense
Short-term debt facilitiesShort-term debt facilities(15,110) 1,295,973  (4.7)%(17,740) 1,856,466  (3.8)%Short-term debt facilities(3,558)313,190 (4.5)%(18,209)1,974,174 (3.7)%
Short-term debt - servicer advance financingShort-term debt - servicer advance financing(1,797) 231,312  (3.1)%(3,401) 238,669  (5.7)%Short-term debt - servicer advance financing(1,587)218,885 (2.9)%(2,891)212,988 (5.4)%
Short-term debt - convertible notes, netShort-term debt - convertible notes, net—  —  — %(3,134) 200,132  (6.3)%Short-term debt - convertible notes, net— — — %(3,139)200,445 (6.3)%
ABS issued - Legacy Sequoia (2)
ABS issued - Legacy Sequoia (2)
(1,518) 300,773  (2.0)%(3,981) 459,305  (3.5)%
ABS issued - Legacy Sequoia (2)
(1,058)280,954 (1.5)%(3,452)428,101 (3.2)%
ABS issued - Sequoia Choice (2)
ABS issued - Sequoia Choice (2)
(19,117) 1,673,361  (4.6)%(23,134) 2,002,552  (4.6)%
ABS issued - Sequoia Choice (2)
(17,828)1,708,687 (4.2)%(23,576)2,085,622 (4.5)%
ABS issued - Freddie Mac SLST (2)
ABS issued - Freddie Mac SLST (2)
(15,845) 1,801,798  (3.5)%(8,557) 984,150  (3.5)%
ABS issued - Freddie Mac SLST (2)
(16,819)1,892,967 (3.6)%(8,709)1,023,046 (3.4)%
ABS issued - Freddie Mac K-SeriesABS issued - Freddie Mac K-Series(4,378) 447,886  (3.9)%(34,441) 3,442,411  (4.0)%ABS issued - Freddie Mac K-Series(4,426)464,693 (3.8)%(35,328)3,559,970 (4.0)%
ABS issued - CAFLABS issued - CAFL(24,446) 2,213,900  (4.4)%—  —  — %ABS issued - CAFL(26,383)2,509,828 (4.2)%— — — %
Long-term debt - FHLBCLong-term debt - FHLBC(1,635) 381,465  (1.7)%(13,235) 1,999,999  (2.6)%Long-term debt - FHLBC(1)1,000 (0.4)%(12,311)1,999,999 (2.5)%
Long-term debt - otherLong-term debt - other(18,820) 1,297,504  (5.8)%(8,597) 573,003  (6.0)%Long-term debt - other(28,751)1,743,531 (6.6)%(8,989)602,434 (6.0)%
Total interest expenseTotal interest expense(102,666) 9,643,972  (4.3)%(116,220) 11,756,687  (4.0)%Total interest expense(100,411)9,133,735 (4.4)%(116,604)12,086,779 (3.9)%
Net Interest IncomeNet Interest Income$27,280  $32,322  Net Interest Income$21,571 $33,513 
7781


Six Months Ended June 30,Nine Months Ended September 30,
2020201920202019
(Dollars in Thousands)(Dollars in Thousands)Interest Income/ (Expense)
 Average
   Balance (1)
YieldInterest Income/ (Expense)
 Average
   Balance (1)
Yield(Dollars in Thousands)Interest Income/ (Expense)
 Average
   Balance (1)
YieldInterest Income/ (Expense)
 Average
   Balance (1)
Yield
Interest IncomeInterest IncomeInterest Income
Residential loans, held-for-saleResidential loans, held-for-sale$16,787  $875,767  3.8 %$19,473  $842,673  4.6 %Residential loans, held-for-sale$17,220 $599,609 3.8 %$30,056 $886,902 4.5 %
Residential loans - HFI at Redwood (2)
Residential loans - HFI at Redwood (2)
20,925  993,623  4.2 %48,281  2,390,215  4.0 %
Residential loans - HFI at Redwood (2)
21,003 659,998 4.2 %71,089 2,368,340 4.0 %
Residential loans - HFI at Legacy Sequoia (2)
Residential loans - HFI at Legacy Sequoia (2)
5,878  348,885  3.4 %9,623  481,633  4.0 %
Residential loans - HFI at Legacy Sequoia (2)
7,673 327,460 3.1 %13,916 466,580 4.0 %
Residential loans - HFI at Sequoia Choice (2)
Residential loans - HFI at Sequoia Choice (2)
47,647  1,981,097  4.8 %52,470  2,180,091  4.8 %
Residential loans - HFI at Sequoia Choice (2)
68,566 1,957,484 4.7 %80,026 2,227,573 4.8 %
Residential loans - HFI at Freddie Mac SLST (2)
Residential loans - HFI at Freddie Mac SLST (2)
43,173  2,229,068  3.9 %23,391  1,218,153  3.8 %
Residential loans - HFI at Freddie Mac SLST (2)
64,869 2,203,677 3.9 %35,221 1,238,334 3.8 %
Business purpose residential loansBusiness purpose residential loans43,085  1,325,798  6.5 %6,785  180,042  7.5 %Business purpose residential loans62,541 1,266,493 6.6 %12,231 219,132 7.4 %
Single-family rental loans - HFI at CAFLSingle-family rental loans - HFI at CAFL62,988  2,283,812  5.5 %—  —  — %Single-family rental loans - HFI at CAFL99,169 2,411,312 5.5 %— — — %
Multifamily loans - HFI at Freddie Mac K-SeriesMultifamily loans - HFI at Freddie Mac K-Series45,042  2,328,527  3.9 %57,305  2,897,936  4.0 %Multifamily loans - HFI at Freddie Mac K-Series49,960 1,711,123 3.9 %94,134 3,191,093 3.9 %
Trading securitiesTrading securities20,249  434,852  9.3 %38,261  1,198,531  6.4 %Trading securities26,789 336,151 10.6 %56,138 1,188,563 6.3 %
Available-for-sale securitiesAvailable-for-sale securities8,087  141,279  11.4 %11,206  197,684  11.3 %Available-for-sale securities11,682 139,487 11.2 %16,376 189,881 11.5 %
Other interest incomeOther interest income14,166  715,416  4.0 %12,788  567,669  4.5 %Other interest income20,537 763,898 3.6 %20,513 582,795 4.7 %
Total interest incomeTotal interest income328,027  13,658,124  4.8 %279,583  12,154,627  4.6 %Total interest income450,009 12,376,692 4.8 %429,700 12,559,193 4.6 %
Interest ExpenseInterest ExpenseInterest Expense
Short-term debt facilitiesShort-term debt facilities(36,600) 1,973,427  (3.7)%(33,214) 1,732,720  (3.8)%Short-term debt facilities(40,158)1,415,975 (3.8)%(51,424)1,814,088 (3.8)%
Short-term debt - servicer advance financingShort-term debt - servicer advance financing(3,374) 189,726  (3.6)%(7,014) 252,550  (5.6)%Short-term debt - servicer advance financing(4,961)199,517 (3.3)%(9,905)239,218 (5.5)%
Short-term debt - convertible notes, netShort-term debt - convertible notes, net—  —  — %(6,265) 199,978  (6.3)%Short-term debt - convertible notes, net— — — %(9,403)200,135 (6.3)%
ABS issued - Legacy Sequoia (2)
ABS issued - Legacy Sequoia (2)
(4,040) 343,997  (2.3)%(8,097) 473,458  (3.4)%
ABS issued - Legacy Sequoia (2)
(5,099)322,829 (2.1)%(11,548)458,173 (3.4)%
ABS issued - Sequoia Choice (2)
ABS issued - Sequoia Choice (2)
(40,627) 1,782,702  (4.6)%(45,247) 1,984,241  (4.6)%
ABS issued - Sequoia Choice (2)
(58,455)1,757,851 (4.4)%(68,823)2,018,406 (4.5)%
ABS issued - Freddie Mac SLST (2)
ABS issued - Freddie Mac SLST (2)
(32,022) 1,845,307  (3.5)%(17,304) 984,455  (3.5)%
ABS issued - Freddie Mac SLST (2)
(48,840)1,861,309 (3.5)%(26,014)997,460 (3.5)%
ABS issued - Freddie Mac K-SeriesABS issued - Freddie Mac K-Series(42,728) 2,195,469  (3.9)%(54,760) 2,733,499  (4.0)%ABS issued - Freddie Mac K-Series(47,154)1,614,333 (3.9)%(90,088)3,012,017 (4.0)%
ABS issued - CAFLABS issued - CAFL(46,385) 2,115,019  (4.4)%—  —  — %ABS issued - CAFL(72,768)2,247,583 (4.3)%— — — %
Long-term debt - FHLBCLong-term debt - FHLBC(10,410) 1,184,002  (1.8)%(26,418) 1,999,999  (2.6)%Long-term debt - FHLBC(10,411)786,790 (1.8)%(38,728)1,999,999 (2.6)%
Long-term debt - otherLong-term debt - other(33,151) 1,150,774  (5.8)%(17,177) 572,750  (6.0)%Long-term debt - other(61,902)1,349,802 (6.1)%(26,167)582,753 (6.0)%
Total interest expenseTotal interest expense(249,337) 12,780,423  (3.9)%(215,496) 10,933,650  (3.9)%Total interest expense(349,748)11,555,989 (4.0)%(332,100)11,322,249 (3.9)%
Net Interest IncomeNet Interest Income$78,690  $64,087  Net Interest Income$100,261 $97,600 
(1)Average balances for residential loans held-for-sale, residential loans held-for-investment, business purpose residential loans, multifamily loans held-for-investment, and trading securities are calculated based upon carrying values, which represent estimated fair values. Average balances for available-for-sale securities and debt are calculated based upon amortized historical cost, except for ABS issued, which is based upon fair value.
(2)Interest income from residential loans held-for-investment ("HFI") at Redwood exclude loans HFI at consolidated Sequoia or Freddie Mac SLST entities. Interest income from residential loans - HFI at Legacy Sequoia and the interest expense from ABS issued - Legacy Sequoia represent activity from our consolidated Legacy Sequoia entities. Interest income from residential loans - HFI at Sequoia Choice and the interest expense from ABS issued - Sequoia Choice represent activity from our consolidated Sequoia Choice entities. Interest income from residential loans - HFI at Freddie Mac SLST and the interest expense from ABS issued - Freddie Mac SLST represent activity from our consolidated Freddie Mac SLST entities.

7882


The following table presents net interest income by segment for the three and sixnine months ended JuneSeptember 30, 2020 and 2019.
Table 4 – Net Interest Income by Segment
Three Months Ended June 30,Six Months Ended June 30,Three Months Ended September 30,Nine Months Ended September 30,
(In Thousands)(In Thousands)20202019Change20202019Change(In Thousands)20202019Change20202019Change
Net Interest Income by SegmentNet Interest Income by SegmentNet Interest Income by Segment
Residential LendingResidential Lending$6,484  $18,290  $(11,806) $25,713  $37,453  $(11,740) Residential Lending$4,131 $20,788 $(16,657)$29,844 $58,241 $(28,397)
Business Purpose LendingBusiness Purpose Lending14,905  1,893  13,012  32,975  3,291  29,684  Business Purpose Lending9,903 2,714 7,189 42,878 6,005 36,873 
Third-Party InvestmentsThird-Party Investments8,942  11,344  (2,402) 22,381  21,810  571  Third-Party Investments10,042 9,168 874 32,423 30,978 1,445 
Corporate/OtherCorporate/Other(3,051) 795  (3,846) (2,379) 1,533  (3,912) Corporate/Other(2,505)843 (3,348)(4,884)2,376 (7,260)
Net Interest IncomeNet Interest Income$27,280  $32,322  $(5,042) $78,690  $64,087  $14,603  Net Interest Income$21,571 $33,513 $(11,942)$100,261 $97,600 $2,661 
The Corporate/Other line item in the table above includes net interest income from consolidated Legacy Sequoia entities, and for the three and nine months ended JuneSeptember 30, 2020, also includes $4$3 million and $8 million, respectively, of interest expense on our convertible debt.debt and trust-preferred securities. While our convertible debt and trust-preferred interest expense is generally allocated to our segments, given the large balance of undeployed capital (cash) held at a corporate level during the second quarterand third quarters of 2020, a portion of the convertible debt expense was allocated against this capital.
Results of Operations by Segment
We report on our business using three distinct segments: Residential Lending, Business Purpose Lending, and Third-Party Investments. Beginning in the second quarter of 2020, we combined what was previously our Multifamily Investments segment and Third-Party Residential Investments segment into a new segment called Third-Party Investments. Prior periods have been conformed to the current presentation. For additional information on our segments, refer to Note 23 of our Notes to Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q. The following table presents the segment contribution from our segments for the three and sixnine months ended JuneSeptember 30, 2020 and 2019.
Table 5 – Segment Results Summary
Three Months Ended June 30,Six Months Ended June 30,Three Months Ended September 30,Nine Months Ended September 30,
(In Thousands)(In Thousands)20202019Change20202019Change(In Thousands)20202019Change20202019Change
Segment Contribution from:Segment Contribution from:Segment Contribution from:
Residential LendingResidential Lending$33,447  $23,045  $10,402  $(166,043) $49,997  $(216,040) Residential Lending$7,386 $10,374 $(2,988)$(158,657)$60,371 $(219,028)
Business Purpose LendingBusiness Purpose Lending46,277  (915) 47,192  (182,156) (1,075) (181,081) Business Purpose Lending51,550 (634)52,184 (130,606)(1,709)(128,897)
Third-Party InvestmentsThird-Party Investments77,013  21,247  55,766  (427,398) 58,451  (485,849) Third-Party Investments97,758 37,142 60,616 (329,640)95,593 (425,233)
Corporate/OtherCorporate/Other8,707  (12,111) 20,818  (2,357) (21,643) 19,286  Corporate/Other(14,882)(12,572)(2,310)(17,239)(34,215)16,976 
Net Income (Loss)Net Income (Loss)$165,444  $31,266  $134,178  $(777,954) $85,730  $(863,684) Net Income (Loss)$141,812 $34,310 $107,502 $(636,142)$120,040 $(756,182)
The following sections provide a discussion of the results of operations at each of our three business segments for the three and sixnine months ended JuneSeptember 30, 2020.
The decrease in net income from Corporate/Other for the three-month periods was primarily due to $3 million of convertible debt expense allocated to this segment for the third quarter of 2020, as discussed above. The increase in net income from Corporate/Other for the three- and six-monthnine-month periods was primarily due to a $25 million gain associated with the repurchase of $125 million of convertible debt in the second quarter of 2020.





7983



Residential Lending Segment
Overview
Our Residential Lending segment generated $7 million of net income during the third quarter of 2020, driven primarily by $12 million of mortgage banking income and $6 million of net interest income from investments. Residential mortgage banking activities improved significantly during the third quarter of 2020, as loan purchase commitments increased to $1.20 billion and gross margins recovered to pre-pandemic levels.
Our Residential Lending segment generated $33 million of net income during the second quarter of 2020, driven primarily by $35 million of positive investment fair value changes. Mortgage banking income was negative for the second quarter of 2020 as we incurred incremental costs associated with the sale of our remaining loan inventory from the end of the first quarter and loan lock volumes were substantially reduced. During the second quarter, we resumed locking loans through our conduit operations, and purchased $56 million of loans during the quarter.
Our Residential Lending segment incurred a $199 million net loss during the first quarter of 2020, driven primarily by $197 million of negative investment fair value changes triggered by the pandemic and a $19 million net loss from mortgage banking operations, which was driven by decreased profitability on securitizations that settled later in the first quarter and from lower marks on loan inventory held at quarter-end, resulting from pandemic-related market dislocations.
While our loan acquisition volumes began to ramp back up later in the second quarter, in the near-term we expect volumes and profitability at our residential mortgage banking businesses to continue to be impacted by the pandemic and remain below pre-pandemic levels. We are also exposed to the potential impact of pandemic-related payment delinquencies and forbearances with respect to loans securitized in Sequoia transactions, and loans we have sold where we maintain certain repurchase obligations tied to near-term delinquencies.
Investment Portfolio
The following table presents details of our Residential Lending investment portfolio at JuneSeptember 30, 2020 and December 31, 2019.
Table 6 – Residential Lending Investments
(In Thousands)(In Thousands)June 30, 2020December 31, 2019(In Thousands)September 30, 2020December 31, 2019
Residential loans at Redwood (1)
Residential loans at Redwood (1)
$—  $2,111,897  
Residential loans at Redwood (1)
$— $2,111,897 
Residential securities at RedwoodResidential securities at Redwood142,713  229,074  Residential securities at Redwood146,608 229,074 
Residential securities at consolidated Sequoia Choice entities (2)
Residential securities at consolidated Sequoia Choice entities (2)
202,611  254,265  
Residential securities at consolidated Sequoia Choice entities (2)
209,797 254,265 
Other investmentsOther investments19,661  42,224  Other investments14,878 42,224 
Total Segment InvestmentsTotal Segment Investments$364,985  $2,637,460  Total Segment Investments$371,283 $2,637,460 
(1)Excludes Sequoia Choice loans held at VIEs that we consolidate for GAAP purposes.
(2)Represents our retained economic investment in the consolidated Sequoia Choice securitization VIEs. For GAAP purposes, we consolidated $2.06$1.84 billion of loans and $1.86$1.63 billion of ABS issued associated with these investments at JuneSeptember 30, 2020.
During the third quarter of 2020, we did not add or dispose of any securities within our residential lending investment portfolio. During the second quarter of 2020, we sold $29 million of securities from our residential lending investment portfolio and retained $20 million of investment securities from a $271 million Sequoia securitization we completed during the quarter. During the first quarter of 2020, we sold $83 million of securities from our residential lending investment portfolio and retained $13 million of investment securities from three Sequoia securitizations we completed during the quarter.
As a result of the economic and financial market impacts of the pandemic, the terms of our FHLBC facility evolved and in March we began entering into transactions to sell several pools of residential whole loans financed through this facility with the objective to pay down our FHLBC borrowings. During the second quarter of 2020, we completed the sale of nearly all of our residential loans previously financed at the FHLBC, and repaid all but $1 million of borrowings under this facility. We do not expect to increase borrowings under our FHLBC facility above the existing $1 million of borrowings outstanding.
During the second quarter of 2020, we sold $29 million of securities from our residential lending investment portfolio and retained $20 million of investment securities from a $271 million Sequoia securitization we completed during the quarter. During the first quarter of 2020, we sold $83 million of securities from our residential lending investment portfolio.
See the "Investments" section that follows for additional details on investments at this segment and their associated borrowings.

8084



The following table presents the components of investment fair value changes for our Residential Lending segment by investment type for the three and sixnine months ended JuneSeptember 30, 2020.
Table 7 – Investment Fair Value Changes, Net from Residential Lending
Three Months EndedSix Months EndedThree Months EndedNine Months Ended
(In Thousands)(In Thousands)June 30, 2020June 30, 2020(In Thousands)September 30, 2020September 30, 2020
Investment Fair Value Changes, NetInvestment Fair Value Changes, NetInvestment Fair Value Changes, Net
Changes in fair value of: Changes in fair value of: Changes in fair value of:
Residential loans held-for-investment, at RedwoodResidential loans held-for-investment, at Redwood$104  $(93,532) Residential loans held-for-investment, at Redwood$218 $(93,314)
Trading securitiesTrading securities(2,229) (45,488) Trading securities(5,145)(50,633)
Net investments in Sequoia Choice entities (1)
Net investments in Sequoia Choice entities (1)
39,753  (29,916) 
Net investments in Sequoia Choice entities (1)
7,851 (22,065)
Risk-sharing and other investmentsRisk-sharing and other investments(2,543) (3,078) Risk-sharing and other investments(272)(3,350)
Risk management derivatives, netRisk management derivatives, net—  10,735  Risk management derivatives, net— 10,735 
Impairments on AFS securitiesImpairments on AFS securities—  (271) Impairments on AFS securities(209)(480)
Investment Fair Value Changes, NetInvestment Fair Value Changes, Net$35,085  $(161,550) Investment Fair Value Changes, Net$2,443 $(159,107)
(1)Includes changes in fair value for loan purchase and forward sale commitments.
Liquidity beganSpreads generally continued to return to the residential securities marketstighten during the secondthird quarter of 2020, helping spreads to tighten on many of our investments, which resulted in positive fair value changes for the quarter,many of our investments, recovering a further portion of the negative fair value changes incurred during the first quarter of 2020 due to the pandemic. Additionally, during the third quarter of 2020, most of our investment securities experienced increased prepayments, which generally benefited our subordinate securities, but negatively impacted our interest-only and certificated servicing securities and caused a net negative fair value change for our trading securities. Certain of our subordinate securities also experienced negative fair value changes due to increased delinquencies and loss expectations.
Mortgage Banking
The following table provides the activity of residential loans held in inventory for sale at our mortgage banking business during the three and sixnine months ended JuneSeptember 30, 2020.
Table 8 – Loan Inventory for Residential Mortgage Banking Operations — Activity
Three Months EndedSix Months EndedThree Months EndedNine Months Ended
(In Thousands)(In Thousands)June 30, 2020June 30, 2020(In Thousands)September 30, 2020September 30, 2020
Balance at beginning of period Balance at beginning of period $894,154  $536,385  Balance at beginning of period $20,233 $536,385 
AcquisitionsAcquisitions55,744  2,751,594  Acquisitions176,106 2,927,700 
SalesSales(710,920) (3,440,081) Sales(88,634)(3,528,715)
Transfers between portfolios (1)
Transfers between portfolios (1)
(158,918) 263,172  
Transfers between portfolios (1)
— 263,172 
Principal repaymentsPrincipal repayments(59,553) (77,990) Principal repayments(2,317)(80,307)
Changes in fair value, netChanges in fair value, net(274) (12,847) Changes in fair value, net(260)(13,107)
Balance at End of PeriodBalance at End of Period$20,233  $20,233  Balance at End of Period$105,128 $105,128 
(1)Represents the net transfers of loans from held-for-investment to held-for-sale within our Residential Lending investment portfolio.
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The following table provides the fair value changes of our residential loan purchase and forward sale commitments during the three and nine months ended September 30, 2020.
Table 8a – Residential Loan Purchase and Forward Sale Commitments and Associated Gains
Three Months EndedNine Months Ended
(In Thousands)September 30, 2020September 30, 2020
Loan purchase commitments entered into$2,117,808 $5,475,334 
Market valuation gains, net$13,067 $35,123 
Income from mortgage banking activities is comprised of mark-to-market adjustments on loans from the time they are purchased to when they are sold, mark-to-market adjustments on new and outstanding loan purchase commitments, gains/losses from associated hedges, and other miscellaneous income/expenses (see Note 19 of our Notes to Consolidated Financial Statements in Part I, Item I of this Quarterly Report on Form 10-Q).
During the three months ended JuneSeptember 30, 2020, our residential mortgage loan conduit entered into loan purchase commitments of $2.12 billion, purchased $176 million of prime residential jumbo loans and sold $89 million of loans to third parties. At September 30, 2020, we had identified $1.79 billion of loans for purchase (gross loan locks outstanding, unadjusted for fallout) and had outstanding forward sale agreements for $525 million of loans. This activity resulted in income from mortgage banking activities of $12 million for the third quarter of 2020.
During the second quarter of 2020, our residential mortgage loan conduit entered into loan purchase commitments of $112 million, purchased $56 million of predominately prime residential jumbo loans, and sold $711 million of jumbo loans to third parties. DuringAdditionally, during the second quarter of 2020, we transferred $271 million of jumbo loans to a Sequoia Choice securitization, of which $163 million were transferred from our inventory of residential loans held-for-sale. Additionally, at June 30, 2020, we had identified $57 million of loans for purchase, nearly all of which are scheduled to be delivered into forward sale agreements.securitization. This activity, along with $2 million of repurchase reserve accrual expense and $5 million of expenses associated with resolving residential loan seller demands, resulted in a loss from mortgage banking activities of $8 million for the second quarter of 2020.
During the first quarter of 2020, our residential mortgage loan conduit entered into loan purchase commitments of $3.25 billion, purchased $2.70 billion of predominately prime residential jumbo loans, securitizedtransferred $1.62 billion of jumboloans to a Sequoia Select loanssecuritization that were accounted for as sales, and sold $1.11 billion of jumbo loans to third parties. This activity resulted in a loss from mortgage banking activities of $23 million for the first quarter of 2020.
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We utilize a combination of capital and our residential loan warehouse facilities to manage our inventory of residential loans held-for-sale. During the second quarter ofAt September 30, 2020, we completed a non-marginablehad residential warehouse facility that we are utilizing to finance existing loan inventory, under which we had $14facilities outstanding with four different counterparties, with $600 million of borrowings outstanding at June 30, 2020. Going forward, we expecttotal capacity and $518 million of available capacity. These included non-marginable (i.e., not subject to finance our residential mortgage banking loan inventory substantiallymargin calls based on the market value of the underlying collateral) facilities with non-marginable debt.$200 million of total capacity and marginable facilities with $400 million of total capacity.
Business Purpose Lending Segment
Overview
Our Business Purpose Lending segment generated $52 million of net income during the third quarter of 2020, driven primarily by $48 million of mortgage banking income and $17 million of positive investment fair value changes. Business purpose mortgage banking activities improved from the second quarter of 2020, as spreads tightened significantly on securitization execution, resulting in improved valuations on SFR loans.
Our Business Purpose Lending segment generated $46 million of net income during the second quarter of 2020, driven primarily by $40 million of positive investment fair value changes and $14 million of net interest income from investments. Business purpose mortgage banking activities improved from the first quarter of 2020, as origination volumes began to pick up in late May and securitization pricing in the market improved into quarter end.
During the first quarter of 2020, our Business Purpose Lending segment incurred a $228 million net loss, driven primarily by $142 million of negative investment fair value changes and a $12 million net loss from mortgage banking operations, exclusive of an $89 million charge related to the full impairment of this segment's goodwill. The declines in investment fair values were triggered by the pandemic. Mortgage banking income decreased due to decreased profitability on a securitization that settled later in the first quarter and from lower marks on loan inventory held at quarter-end, resulting from the pandemic-related market dislocation.
While our loan origination volumes began to ramp back up later in the second quarter, in the near-term we expect loan origination volumes and profitability at our business purpose mortgage banking businesses to continue to be impacted by the pandemic and remain below pre-pandemic levels.
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Investment Portfolio
The following table presents details of our Business Purpose Lending investment portfolio at JuneSeptember 30, 2020 and December 31, 2019.
Table 9 – Business Purpose Lending Investments
(In Thousands)(In Thousands)June 30, 2020December 31, 2019(In Thousands)September 30, 2020December 31, 2019
Single-family rental loans at Redwood (1)
Single-family rental loans at Redwood (1)
$—  $237,620  
Single-family rental loans at Redwood (1)
$— $237,620 
Residential bridge loans at RedwoodResidential bridge loans at Redwood787,367  745,006  Residential bridge loans at Redwood700,860 745,006 
Single-family rental securities at consolidated CAFL entities (2)
Single-family rental securities at consolidated CAFL entities (2)
203,230  191,301  
Single-family rental securities at consolidated CAFL entities (2)
229,315 191,301 
Other investmentsOther investments26,202  21,002  Other investments25,713 21,002 
Total Segment InvestmentsTotal Segment Investments$1,016,799  $1,194,929  Total Segment Investments$955,888 $1,194,929 
(1)Excludes loans held at VIEs that we consolidate for GAAP purposes.
(2)Represents our economic investment in securities issued by consolidated CAFL securitization VIEs. For GAAP purposes, we consolidated $2.62$2.97 billion of loans and $2.42$2.74 billion of ABS issued associated with these investments at JuneSeptember 30, 2020.
During the third quarter of 2020, we funded $66 million of business purpose bridge loans and received principal payments of $155 million. In addition, we retained $16 million of securities from a $323 million (principal balance) single-family rental loan securitization we completed during the third quarter.
During the second quarter of 2020, we funded $54 million of business purpose bridge loans and received principal payments of $86 million of such loans. In addition, we retained $20 million of securities from a $221 million single-family rental loan securitization we completed during the second quarter.
During the first quarter of 2020, we funded $206 million of business purpose bridge loans and received principal payments of $114 million of such loans. In addition, we retained $42 million of securities from a single-family rental loan securitization we completed during the first quarter. During the first quarter of 2020, we reclassified our single-family rental loans financed at the FHLBC to held-for-sale and consider them as part of our mortgage banking loan inventory as we plan to securitize these loans.
See the "Investments" sections that follow for additional details on investments at this segment and their associated borrowings.

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The following table presents the components of investment fair value changes for our Business Purpose Lending segment by investment type for the three and sixnine months ended JuneSeptember 30, 2020.
Table 10 – Investment Fair Value Changes, Net from Business Purpose Lending
Three Months EndedSix Months EndedThree Months EndedNine Months Ended
(In Thousands)(In Thousands)June 30, 2020June 30, 2020(In Thousands)September 30, 2020September 30, 2020
Investment Fair Value Changes, NetInvestment Fair Value Changes, NetInvestment Fair Value Changes, Net
Changes in fair value of: Changes in fair value of: Changes in fair value of:
Single-family rental loans held-for-investmentSingle-family rental loans held-for-investment$2,222  $(20,806) Single-family rental loans held-for-investment$— $(20,806)
Residential bridge loans held-for-investmentResidential bridge loans held-for-investment21,774  (16,828) Residential bridge loans held-for-investment6,812 (10,016)
REOREO(265) (763) REO407 (356)
Net investments in CAFL entities (1)
Net investments in CAFL entities (1)
17,125  (50,721) 
Net investments in CAFL entities (1)
9,673 (41,048)
OtherOther(455) (1,011) Other— (1,011)
Risk management derivatives, netRisk management derivatives, net—  (11,600) Risk management derivatives, net— (11,600)
Investment Fair Value Changes, NetInvestment Fair Value Changes, Net$40,401  $(101,729) Investment Fair Value Changes, Net$16,892 $(84,837)
(1)Includes changes in fair value of the loans held-for-investment and the ABS issued at the entities, which netted together represent the change in value of our investments (subordinate securities) at the consolidated VIEs.
DuringSpreads generally continued to tighten during the secondthird quarter of 2020, we saw liquidity begin to return to the markets for business purpose loans and securities, which caused spreads to tighten on most of our investments, and resulted in positive fair value changes for the quarter,many of our investments, recovering a further portion of the negative fair value changes incurred during the first quarter of 2020 due to the pandemic. While spreads generally tightened on most of our CAFL securities investments, certain of our subordinate securities experienced negative fair value changes due to increased delinquencies and loss expectations. Additionally, while spreads generally tightened on most of our residential bridge loans, we also experienced an increase in non-performing residential bridge loans (see Investments section that follows for additional information on our residential bridge loans and associated delinquencies).
Mortgage Banking
The following table provides the business purpose residential loans origination activity at Redwood during the three and sixnine months ended JuneSeptember 30, 2020.
Table 11 – Business Purpose Residential Loans — Origination Activity
Three Months Ended June 30, 2020Six Months Ended June 30, 2020Three Months Ended September 30, 2020Nine Months Ended September 30, 2020
(In Thousands)(In Thousands)Single-Family Rental
Residential Bridge(1)
TotalSingle-Family Rental
Residential Bridge(1)
Total(In Thousands)Single-Family Rental
Residential Bridge(1)
TotalSingle-Family Rental
Residential Bridge(1)
Total
Fair value at beginning of periodFair value at beginning of period$163,290  $—  $163,290  $331,565  $—  $331,565  Fair value at beginning of period$379,795 $— $379,795 $331,565 $— $331,565 
OriginationsOriginations176,063  58,468  234,531  436,192  285,836  722,028  Originations195,744 65,517 261,261 631,936 351,353 983,289 
SalesSales—  (1,558) (1,558) (26,148) (22,293) (48,441) Sales(7,695)(1,567)(9,262)(33,843)(23,860)(57,703)
Transfers between portfolios (2)
Transfers between portfolios (2)
32,835  (53,633) (20,798) (383,614) (260,102) (643,716) 
Transfers between portfolios (2)
(322,829)(63,979)(386,808)(706,443)(324,081)(1,030,524)
Principal repaymentsPrincipal repayments(915) —  (915) (2,270) —  (2,270) Principal repayments(2,577)— (2,577)(4,847)— (4,847)
Changes in fair value, netChanges in fair value, net8,522  (3,277) 5,245  24,070  (3,441) 20,629  Changes in fair value, net43,111 29 43,140 67,181 (3,412)63,769 
Fair Value at End of PeriodFair Value at End of Period$379,795  $—  $379,795  $379,795  $—  $379,795  Fair Value at End of Period$285,549 $— $285,549 $285,549 $— $285,549 
(1)Our residential bridge loans are generally originated at our TRS and the majority are transferred to our REIT and a smaller portion sold. Origination fees and any mark-to-market changes on these loans prior to transfer are recognized as mortgage banking income. The loans held at our REIT are classified as held-for-investment, with subsequent fair value changes recorded through Investment fair value changes, net on our consolidated statements of income (loss). For the carrying value and activity of our residential bridge loans held-for-investment, see the Investments section that follows.
(2)For single-family rental loans, amounts represent transfers of loans from held-for-sale to held-for-investment, including when loans are securitized (and consolidated for GAAP purposes) or transferred from our TRS to our REIT with the intent to hold for long-term investment. For residential bridge loans, represents the transfer of loans from our TRS to REIT as described in preceding footnote.
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During the three months ended September 30, 2020, we funded $196 million of single-family rental loans and sold $2 million of such loans to a third party. All of our outstanding SFR loans are held as inventory in our mortgage banking business and classified as held-for-sale. During the three months ended September 30, 2020, we funded $66 million of residential bridge loans, sold $2 million of loans to a third party and transferred $64 million of loans to our BPL investment portfolio. Additionally, we completed a single-family rental loan securitization, receiving gross proceeds of $323 million, backed by a combination of loans held in inventory at June 30, 2020 and newly-originated loans during the third quarter.
During the second quarter of 2020, we funded $176 million of single-family rental loans, all of which were retained in our mortgage banking portfolio and classified as held-for-sale. During the three months ended June 30,second quarter of 2020, we funded $58 million of residential bridge loans, of which $2 million were sold to a third party and the remaining loans were transferred to our BPL investment portfolio. Additionally, we completed a $221 million single-family rental loan securitization, consisting of loans we held at the end of the first quarter of 2020.
During the three months ended March 31,first quarter of 2020, we funded $260 million of single-family rental loans and $227 million of residential bridge loans, of which $21 million of bridge loans were sold to a third party and the remaining bridge loans were transferred to our BPL investment portfolio. Additionally, during the first quarter, we completed a $378 million single-family rental loan securitization in early March.
We utilize a combination of capital and loan warehouse facilities to manage our inventory of single-family rental loans that we hold for sale. During the second quarter,At September 30, 2020, we completed a non-marginable, recourse facility that will provide financing on new bridge loans and our single-family rental loan production. Going forward, we expect to finance ourhad business purpose mortgage banking loan inventory substantiallywarehouse facilities outstanding with four different counterparties, with $1.10 billion of total capacity and $853 million of available capacity. All of these facilities are non-marginable debt.(i.e., not subject to margin calls based on the market value of the underlying collateral).
Third-Party Investments Segment
Overview
As a result of asset sales during the first half of 2020 that were driven by the impact of the pandemic, the composition of our portfolio evolved duringand in the last several months andsecond quarter of 2020 we combined our previously reported Multifamily Investments segment with our Third-Party Residential Investments segment into a new segment called Third-Party Investments.
Our Third-Party Investments segmentsegment: generated $98 million of net income during the third quarter of 2020, driven primarily by $88 million of positive investment fair value changes and $10 million of net interest income; generated $77 million of net income during the second quarter of 2020, driven primarily by $77 million of positive investment fair value changes and $9 million of net interest income. During the first quarter of 2020, our Third-Party Investments segmentincome; and incurred a net loss of $504 million during the first quarter of 2020, driven primarily by $532 million of negative investment fair value changes. The declines in investment fair valueschanges that were triggered by the pandemic.
Investment Portfolio
The following table presents details of the investments in our Third-Party Investments segment at JuneSeptember 30, 2020 and December 31, 2019.
Table 12 – Third-Party Investments
(In Thousands)(In Thousands)June 30, 2020December 31, 2019(In Thousands)September 30, 2020December 31, 2019
Residential securities at RedwoodResidential securities at Redwood$146,562  $466,672  Residential securities at Redwood$149,192 $466,672 
Residential securities at consolidated Freddie Mac SLST entities (1)
Residential securities at consolidated Freddie Mac SLST entities (1)
334,043  448,893  
Residential securities at consolidated Freddie Mac SLST entities (1)
416,256 448,893 
Multifamily securities at RedwoodMultifamily securities at Redwood27,161  404,128  Multifamily securities at Redwood55,535 404,128 
Multifamily securities at consolidated Freddie Mac K-Series entities (2)
Multifamily securities at consolidated Freddie Mac K-Series entities (2)
24,384  252,285  
Multifamily securities at consolidated Freddie Mac K-Series entities (2)
26,550 252,285 
Other investmentsOther investments383,246  294,904  Other investments344,037 294,904 
Total Segment InvestmentsTotal Segment Investments$915,396  $1,866,882  Total Segment Investments$991,570 $1,866,882 
(1)Represents our economic investment in securities issued by consolidated Freddie Mac SLST securitization entities. For GAAP purposes, we consolidated $2.15$2.26 billion of loans and $1.81$1.84 billion of ABS issued associated with these investments at JuneSeptember 30, 2020.
(2)Represents our economic investment in securities issued by consolidated Freddie Mac K-Series securitization entities. For GAAP purposes, we consolidated $489$491 million of loans and $465 million of ABS issued associated with these investments at JuneSeptember 30, 2020.

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During the secondthird quarter, we sold $53retained $28 million of third-party investments, including $35 million of recentlymultifamily securities from a securitization issued subordinate securities and $19through our multifamily joint venture, purchased $15 million of CRT securities, and deployed $10third-party investments, and sold $13 million intoof CRT securities.and third-party investments.
See the "Investments" section that follows for additional details on these investments.

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The following table presents the components of investment fair value changes for our Third-Party Investments segment by investment type for the three and sixnine months ended JuneSeptember 30, 2020.
Table 13 – Investment Fair Value Changes, Net from Third-Party Investments
Three Months EndedSix Months EndedThree Months EndedNine Months Ended
(In Thousands)(In Thousands)June 30, 2020June 30, 2020(In Thousands)September 30, 2020September 30, 2020
Investment Fair Value Changes, NetInvestment Fair Value Changes, NetInvestment Fair Value Changes, Net
Changes in fair value of: Changes in fair value of: Changes in fair value of:
Trading securitiesTrading securities$44,475  $(175,591) Trading securities$1,544 $(174,047)
Servicer advance investmentsServicer advance investments(136) (6,198) Servicer advance investments26 (6,172)
Excess MSRsExcess MSRs2,971  (6,523) Excess MSRs(1,127)(7,650)
Shared home appreciation optionsShared home appreciation options884  (6,670) Shared home appreciation options2,384 (4,286)
Net investments in Freddie Mac SLST entities (1)
Net investments in Freddie Mac SLST entities (1)
26,867  (115,295) 
Net investments in Freddie Mac SLST entities (1)
82,214 (33,081)
Net investments in Freddie Mac K-Series entities (1)
Net investments in Freddie Mac K-Series entities (1)
1,599  (84,910) 
Net investments in Freddie Mac K-Series entities (1)
2,166 (82,744)
Risk management derivatives, netRisk management derivatives, net—  (58,158) Risk management derivatives, net— (58,158)
OtherOther258  (41) Other30 (11)
Impairments on AFS securitiesImpairments on AFS securities54  (1,200) Impairments on AFS securities653 (547)
Investment Fair Value Changes, NetInvestment Fair Value Changes, Net$76,972  $(454,586) Investment Fair Value Changes, Net$87,890 $(366,696)
(1)Includes changes in fair value of the loans held-for-investment and the ABS issued at the entities, which netted together represent the change in value of our investments (subordinate securities) at the consolidated VIEs.
DuringSpreads generally continued to tighten during the secondthird quarter of 2020, we saw liquidity begin to return to the markets for residential and multifamily securities, which caused spreads to tighten on most of our investments, and resulted in positive fair value changes for the quarter,many of our investments, particularly our investments in consolidated Freddie Mac SLST securitizations, recovering a further portion of the negative fair value changes incurred during the first quarter of 2020 due to the pandemic. While spreads generally tightened on most of our third-party investments, certain of our subordinate securities experienced negative fair value changes due to increased delinquencies and loss expectations. Additionally, during the third quarter of 2020, most of our investment securities experienced increased prepayments, which generally benefited our subordinate securities, but negatively impacted our interest-only trading securities and excess MSR investments, and caused a net negative fair value change for excess MSRs.
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Investments
This section presents additional details on our investment assets and their activity during the three and sixnine months ended JuneSeptember 30, 2020.
Residential Loans at Residential Lending Investment Portfolio
The following table provides the activity of residential loans at our Residential Lending investment portfolio during the three and sixnine months ended JuneSeptember 30, 2020.
Table 14 – Residential Loans at Residential Lending Investment Portfolio - Activity
Three Months EndedSix Months Ended
(In Thousands)June 30, 2020June 30, 2020
Fair value at beginning of period$1,436,515  $2,111,897  
Sales(1,254,935) (1,254,935) 
Transfers between portfolios (1)
(111,522) (533,612) 
Principal repayments(70,162) (229,818) 
Changes in fair value, net104  (93,532) 
Fair Value at End of Period$—  $—  
Three Months EndedNine Months Ended
(In Thousands)September 30, 2020September 30, 2020
Fair value at beginning of period$— $2,111,897 
Sales— (1,254,935)
Transfers between portfolios (1)
— (533,612)
Principal repayments— (229,818)
Changes in fair value, net— (93,532)
Fair Value at End of Period$— $— 
(1)Represents the net transfers of loans into or out of our investment portfolio and their reclassification between held-for-sale and held-for-investment.
During the second quarter of 2020, we completed the sale of nearly all of our residential loans previously held for investment and financed at our FHLBC facility, and repaid all but $1 million of borrowings under this facility. The remaining loans were reclassified as held-for-sale and included as part of our residential mortgage banking loan inventory. We do not expect to increase borrowings under our FHLBC facility above the existing $1 million of borrowings outstanding.
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Single-Family Rental Loans at Business Purpose Lending Investment Portfolio
The following table provides the activity of single-family rental loans at our Business Purpose Lending investment portfolio during the three and sixnine months ended JuneSeptember 30, 2020.
Table 15 –Single-Family Rental Loans at Business Purpose Lending Investment Portfolio - Activity
Three Months EndedSix Months Ended
(In Thousands)June 30, 2020June 30, 2020
Fair value at beginning of period$252,043  $237,620  
Transfers between portfolios(253,757) (215,417) 
Principal repayments(508) (1,397) 
Changes in fair value, net2,222  (20,806) 
Fair Value at End of Period$—  $—  
Three Months EndedNine Months Ended
(In Thousands)September 30, 2020September 30, 2020
Fair value at beginning of period$— $237,620 
Transfers between portfolios— (215,417)
Principal repayments— (1,397)
Changes in fair value, net— (20,806)
Fair Value at End of Period$— $— 
During the second quarter, we transferred all of our single-family rental loans previously financed at the FHLBC and held for investment to newly established non-marginable warehouse facilities, repaid our associated FHLBC debt, and now classify these loans as held-for-sale as part of our business purpose mortgage banking loan inventory.

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Residential Bridge Loans Held-for-Investment at Redwood Portfolio
The following table provides the activity of residential bridge loans held-for-investment at Redwood during the three and sixnine months ended JuneSeptember 30, 2020.
Table 16 – Residential Bridge Loans Held-for-Investment at Redwood - Activity
Three Months EndedSix Months EndedThree Months EndedNine Months Ended
(In Thousands)(In Thousands)June 30, 2020June 30, 2020(In Thousands)September 30, 2020September 30, 2020
Fair value at beginning of periodFair value at beginning of period$799,744  $745,006  Fair value at beginning of period$787,367 $745,006 
Transfers between portfolios (1)
Transfers between portfolios (1)
53,633  259,966  
Transfers between portfolios (1)
63,979 323,945 
Transfers to REOTransfers to REO(1,095) (1,907) Transfers to REO(2,691)(4,598)
Principal repaymentsPrincipal repayments(85,699) (199,595) Principal repayments(154,572)(354,167)
Changes in fair value, netChanges in fair value, net20,784  (16,103) Changes in fair value, net6,777 (9,326)
Fair Value at End of PeriodFair Value at End of Period$787,367  $787,367  Fair Value at End of Period$700,860 $700,860 
(1)All of our residential bridge loans are originated at our TRS then transferred to our REIT. Origination fees and any mark-to-market changes on these loans prior to transfer are recognized as mortgage banking income. Once the loans are transferred to our REIT, they are classified as held-for-investment, with subsequent fair value changes recorded through Investment fair value changes, net on our consolidated statements of income (loss).
Our $787$701 million of residential bridge loans held-for-investment at JuneSeptember 30, 2020 were comprised of first-lien, fixed-rate, interest-only loans with a weighted average coupon of 7.96%8.02% and original maturities of six to 24 months. At origination, the weighted average FICO score of borrowers backing these loans was 720730 and the weighted average LTV ratio of these loans was 69%67%. At JuneSeptember 30, 2020, of the 2,8472,262 loans in this portfolio, 1324 of these loans with an aggregate fair value of $30$33 million and an unpaid principal balance of $35$38 million were greater than 90 days delinquent, of which nine24 loans with an aggregate fair value of $28$34 million and an unpaid principal balance of $32$40 million were in foreclosure.
During the second quarter, we entered into a non-recourse facility to finance $442 million of our bridge loan investments, with $355 million of borrowings. Subsequent to the end of the second quarter, in Julyand third quarters of 2020, we entered into an additionalnew non-recourse facility for ourfacilities to finance bridge loan investments financing $253 million of bridge loans with $189 million of non-recourse debt. Upon the completion of this transaction in July, over 85% of our bridge loan investments were financed with non-recourse debt. Additionally, during the second quarter of 2020,and we entered into a new non-marginable warehouse facility we(i.e., not subject to margin calls based on the market value of the underlying collateral) recourse facilities that will be used to finance a portion of ourbusiness purpose bridge loans, and expect to amend our remaining facility to be non-marginable, such that all new bridge loans will be financed under non-marginable facilities in the future. loans. While our new non-marginable and non-recourse financing facilities have reduced our contingent liquidity risks, they generally have higher interest costs, which will marginally impact our net interest income in coming quarters.

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Real Estate Securities Portfolio
The following table sets forth our real estate securities activity by collateral type for the three and sixnine months ended JuneSeptember 30, 2020.
Table 17 – Real Estate Securities Activity by Collateral Type
Three Months Ended June 30, 2020ResidentialMultifamilyTotal
Three Months Ended September 30, 2020Three Months Ended September 30, 2020ResidentialMultifamilyTotal
(In Thousands)(In Thousands)SeniorMezzanineSubordinateMezzanineTotal(In Thousands)SeniorMezzanineSubordinateMezzanineTotal
Beginning fair valueBeginning fair value$39,559  $53,781  $173,635  $26,487  $293,462  $32,860 $3,514 $252,901 $27,161 $316,436 
AcquisitionsAcquisitionsAcquisitions
Third-party securitiesThird-party securities—  —  10,250  —  10,250  Third-party securities2,598 2,000 11,000 28,314 43,912 
SalesSalesSales
Sequoia securities—  (27,429) (1,412) —  (28,841) 
Third-party securitiesThird-party securities—  (27,122) (26,184) —  (53,306) Third-party securities— — (12,929)— (12,929)
Gains on sales and calls, net—   780  —  783  
Effect of principal payments (1)
Effect of principal payments (1)
—  (200) (1,829) —  (2,029) 
Effect of principal payments (1)
— (17)(889)(546)(1,452)
Change in fair value, netChange in fair value, net(6,699) 4,481  97,661  674  96,117  Change in fair value, net(7,367)170 11,959 606 5,368 
Ending Fair Value (2)
Ending Fair Value (2)
$32,860  $3,514  $252,901  $27,161  $316,436  
Ending Fair Value (2)
$28,091 $5,667 $262,042 $55,535 $351,335 
Six Months Ended June 30, 2020ResidentialMultifamilyTotal
(In Thousands)SeniorMezzanineSubordinateMezzanine
Beginning fair value$175,859  $151,797  $368,090  $404,128  $1,099,874  
Acquisitions
Sequoia securities43,363  —  3,198  —  46,561  
Third-party securities16,627  —  14,750  31,132  62,509  
Sales
Sequoia securities(33,375) (31,334) (6,394) —  (71,103) 
Third-party securities(115,354) (93,728) (54,062) (287,483) (550,627) 
Gains on sales and calls, net3,357  400  2,482  (1,604) 4,635  
Effect of principal payments (1)
(4,464) (974) (4,100) (4,015) (13,553) 
Change in fair value, net(53,153) (22,647) (71,063) (114,997) (261,860) 
Ending Fair Value (2)
$32,860  $3,514  $252,901  $27,161  $316,436  
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Nine Months Ended September 30, 2020ResidentialMultifamilyTotal
(In Thousands)SeniorMezzanineSubordinateMezzanine
Beginning fair value$175,859 $151,797 $368,090 $404,128 $1,099,874 
Acquisitions
Sequoia securities43,363 — 3,198 — 46,561 
Third-party securities19,225 2,000 25,750 59,446 106,421 
Sales
Sequoia securities(33,375)(31,334)(6,394)— (71,103)
Third-party securities(115,354)(93,728)(66,991)(287,483)(563,556)
Gains on sales and calls, net3,357 400 2,482 (1,604)4,635 
Effect of principal payments (1)
(4,464)(991)(4,989)(4,561)(15,005)
Change in fair value, net(60,520)(22,477)(59,104)(114,391)(256,492)
Ending Fair Value (2)
$28,091 $5,667 $262,042 $55,535 $351,335 
(1)The effect of principal payments reflects the change in fair value due to principal payments, which is calculated as the cash principal received on a given security during the period multiplied by the prior quarter ending price or acquisition price for that security.
(2)At JuneSeptember 30, 2020, excludes $203$210 million and $203$229 million of securities retained from our consolidated Sequoia Choice and CAFL securitizations, respectively, as well as $334$416 million and $24$27 million of securities we owned that were issued by consolidated Freddie Mac SLST and Freddie Mac K-Series securitizations, respectively.
During the three months ended September 30, 2020, we sold $13 million of securities and during the three months ended June 30, 2020, we sold $82 million of securities, and duringin our normal course of business. During the three months ended March 31, 2020, we sold $540 million of securities to reposition our portfolio and generate liquidity in response to the pandemic. At JuneSeptember 30, 2020, our securities consisted of fixed-rate assets (89%(81%), adjustable-rate assets (8%(16%), and hybrid assets that reset within the next year (3%(2%), and hybrid assets that reset between 12 and 36 months (1%).


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We directly finance our holdings of real estate securities with a combination of capital and collateralized debt in the form of repurchase (or “repo”) financing. The following table presents the fair value of our residential securities that were financed with repurchase debt at JuneSeptember 30, 2020.
Table 18 – Real Estate Securities Financed with Repurchase Debt
June 30, 2020
Real Estate Securities (1)
Margin PostedRepurchase DebtAllocated Capital
Weighted Average
Price(2)
Financing Haircut(3)
September 30, 2020September 30, 2020
Real Estate Securities (1)
Repurchase DebtAllocated Capital
Weighted Average
Price(2)
Financing Haircut(3)
(Dollars in Thousands, except Weighted Average Price)(Dollars in Thousands, except Weighted Average Price)
Real Estate Securities (1)
Margin PostedRepurchase DebtAllocated Capital
Weighted Average
Price(2)
Financing Haircut(3)
Allocated Capital
Weighted Average
Price(2)
Financing Haircut(3)
Residential SecuritiesResidential SecuritiesResidential Securities
Mezzanine (4)
Mezzanine (4)
$59,543  $—  $(42,265) $17,278  $95  29 %
Mezzanine (4)
$63,088 $(44,459)$18,629 $102 30 %
Re-performing (5)
334,043  2,696  (241,749) 94,990  54  28 %
Total Residential SecuritiesTotal Residential Securities393,586  2,696  (284,014) 112,268  58  29 %Total Residential Securities63,088 (44,459)18,629 102 30 %
Multifamily Securities (6)(5)
Multifamily Securities (6)(5)
48,826  —  (27,874) 20,952  64  43 %
Multifamily Securities (6)(5)
51,220 (30,595)20,625 69 40 %
TotalTotal$442,412  $2,696  $(311,888) $133,220  Total$114,308 $(75,054)$39,254 
(1)Amounts represent carrying value of securities, which are held at GAAP fair value.
(2)GAAP fair value per $100 of principal.
(3)Allocated capital divided by GAAP fair value.
(4)Includes $60$63 million of securities we owned that were issued by consolidated Sequoia Choice securitizations, which we consolidate in accordance with GAAP.
(5)Includes $334 million of securities we owned that were issued by consolidated Freddie Mac SLST securitizations, which we consolidate in accordance with GAAP.
(6)Includes $24$27 million of securities we owned that were issued by consolidated Freddie Mac K-Series securitizations, which we consolidate in accordance with GAAP.
At JuneSeptember 30, 2020, we had short-term debt incurred through repurchase facilities of $312$75 million, which was secured by $442$114 million of real estate securities (including securities owned in consolidated securitization entities). Our repo borrowings were made under facilities with fourthree different counterparties, and the weighted average cost of funds for these facilities during the secondthird quarter of 2020 was approximately 3.80%3.57% per annum.
Additionally, at June
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At September 30, 2020, real estate securities with a fair value of $333$345 million (including securities owned in consolidated Sequoia Choice and CAFL securitization entities), were financed with long-term, non-mark-to-market recourse debt through our subordinate securities financing facilities. Additionally, at September 30, 2020, we had $416 million of re-performing loan securities financed with $208 million of non-recourse securitization debt. The remaining $305$358 million of our securities, including certain securities we own that were issued by consolidated securitization entities, were financed with capital.
The following table presents our real estate securities at JuneSeptember 30, 2020, categorized by portfolio vintage (the years the securities were issued), and by priority of cash flows (senior, mezzanine, and subordinate). We have additionally separated securities issued through our Sequoia platform or by third parties, including the Agencies.
Table 19 – Real Estate Securities by Vintage and Type
June 30, 2020Sequoia 2012-2020Third Party 2013-2019Agency CRT 2018-2020Third Party <=2008Total Residential SecuritiesMultifamily 2019-2020Total Real Estate Securities
September 30, 2020September 30, 2020Sequoia 2012-2020Third Party 2013-2020Agency CRT 2018-2020Third Party <=2008Total Residential SecuritiesMultifamily 2019-2020Total Real Estate Securities
(In Thousands)(In Thousands)Sequoia 2012-2020Third Party 2013-2019Agency CRT 2018-2020Third Party <=2008Total Residential SecuritiesMultifamily 2019-2020Total Real Estate Securities(In Thousands)Agency CRT 2018-2020Third Party <=2008Total Residential SecuritiesMultifamily 2019-2020Total Real Estate Securities
Senior (1)
Senior (1)
Senior (1)
$16,226 $11,862 $— $$28,091 $— $28,091 
Mezzanine (2)
Mezzanine (2)
3,514  —  —  —  3,514  —  3,514  
Mezzanine (2)
3,651 2,016 — — 5,667 — 5,667 
Subordinate (1)
Subordinate (1)
117,676  90,558  38,528  6,139  252,901  27,161  280,062  
Subordinate (1)
124,132 82,168 49,761 5,981 262,042 55,535 317,577 
Total Securities (3)
Total Securities (3)
$142,714  $101,891  $38,528  $6,142  $289,275  $27,161  $316,436  
Total Securities (3)
$144,009 $96,046 $49,761 $5,984 $295,800 $55,535 $351,335 
(1)At JuneSeptember 30, 2020, senior Sequoia and third-party securities included $33$28 million of IO securities. At JuneSeptember 30, 2020, subordinate third-party securities included $10$13 million of IO securities. Our interest-only securities included $14$12 million of certificated mortgage servicing investments securities at JuneSeptember 30, 2020 that we retained from certain of our Sequoia securitizations. These securities represent certificated servicing strips and therefore may be negatively impacted by the operating and funding costs related to servicing the associated securitized mortgage loans.
(2)Mezzanine includes securities initially rated AA through BBB- and issued in 2012 or later.
(3)At JuneSeptember 30, 2020, excluded $203$210 million, $334$416 million, $24$27 million, and $203$229 million of securities we owned that were issued by consolidated Sequoia Choice, Freddie Mac SLST, Freddie Mac K-Series, and CAFL securitizations, respectively. For GAAP purposes we consolidated $7.31$7.55 billion of residential loans and $6.56$6.68 billion of non-recourse ABS debt associated with these retained securities.
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The following tables present the components of the interest income we earned on AFS securities for the three and sixnine months ended JuneSeptember 30, 2020.
Table 20 – Interest Income — AFS Securities
Three Months Ended June 30, 2020Yield as a Result of
Three Months Ended September 30, 2020Three Months Ended September 30, 2020Yield as a Result of
Interest IncomeDiscount (Premium) AmortizationTotal Interest IncomeAverage Amortized CostInterest IncomeDiscount (Premium) AmortizationTotal Interest IncomeInterest IncomeDiscount (Premium) AmortizationTotal Interest IncomeAverage Amortized CostInterest IncomeDiscount (Premium) AmortizationTotal Interest Income
(Dollars in Thousands)(Dollars in Thousands)(Dollars in Thousands)Interest IncomeDiscount (Premium) AmortizationTotal Interest IncomeAverage Amortized CostInterest IncomeDiscount (Premium) AmortizationTotal Interest Income
ResidentialResidentialResidential
MezzanineMezzanine$$— $$782 3.07 %— %3.07 %
SubordinateSubordinate$2,353  $1,087  $3,440  $128,486  7.33 %3.38 %10.71 %Subordinate1,824 1,766 3,590 135,160 5.40 %5.23 %10.63 %
Total AFS SecuritiesTotal AFS Securities$2,353  $1,087  $3,440  $128,486  7.33 %3.38 %10.71 %Total AFS Securities$1,830 $1,766 $3,596 $135,942 5.38 %5.20 %10.58 %
Six Months Ended June 30, 2020Yield as a Result of
Nine Months Ended September 30, 2020Nine Months Ended September 30, 2020Yield as a Result of
Interest IncomeDiscount (Premium) AmortizationTotal Interest IncomeAverage Amortized CostInterest IncomeDiscount (Premium) AmortizationTotal Interest IncomeInterest IncomeDiscount (Premium) AmortizationTotal Interest IncomeAverage Amortized CostInterest IncomeDiscount (Premium) AmortizationTotal Interest Income
(Dollars in Thousands)(Dollars in Thousands)(Dollars in Thousands)Interest IncomeDiscount (Premium) AmortizationTotal Interest IncomeAverage Amortized CostInterest IncomeDiscount (Premium) AmortizationTotal Interest Income
ResidentialResidentialResidential
SeniorSenior$221  $529  $750  $6,746  6.55 %15.68 %22.23 %Senior$221 $529 $750 $4,481 6.58 %15.74 %22.32 %
MezzanineMezzanine97  14  111  4,498  4.31 %0.62 %4.93 %Mezzanine103 14 117 3,251 4.22 %0.57 %4.79 %
SubordinateSubordinate4,928  2,298  7,226  130,035  7.58 %3.53 %11.11 %Subordinate6,751 4,064 10,815 131,755 6.83 %4.11 %10.94 %
Total AFS SecuritiesTotal AFS Securities$5,246  $2,841  $8,087  $141,279  7.43 %4.02 %11.45 %Total AFS Securities$7,075 $4,607 $11,682 $139,487 6.77 %4.40 %11.17 %
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Taxable Income and Tax Provision
Taxable Income
The following table summarizes our taxable income and distributions to shareholders for the three and sixnine months ended JuneSeptember 30, 2020 and 2019.
Table 21 – Taxable Income
Three Months Ended June 30,Six Months Ended June 30,Three Months Ended September 30,Nine Months Ended September 30,
(In Thousands, except per Share Data)(In Thousands, except per Share Data)
2020 est. (1)
2019 est. (1)
2020 est. (1)
2019 est. (1)
(In Thousands, except per Share Data)
2020 est. (1)
2019
2020 est. (1)
2019
REIT taxable (loss) incomeREIT taxable (loss) income$(57,905) $24,561  $(20,378) $53,322  REIT taxable (loss) income$7,362 $38,626 $(13,016)$91,948 
Taxable REIT subsidiary (loss) income(19,496) 16,347  (66,985) 23,044  
Taxable REIT subsidiary incomeTaxable REIT subsidiary income34,975 2,821 26,890 25,865 
Total Taxable (Loss) IncomeTotal Taxable (Loss) Income$(77,401) $40,908  $(87,363) $76,366  Total Taxable (Loss) Income$42,337 $41,447 $13,874 $117,813 
REIT taxable (loss) income per shareREIT taxable (loss) income per share$(0.50) $0.25  $(0.17) $0.55  REIT taxable (loss) income per share$0.07 $0.34 $(0.10)$0.89 
Total taxable (loss) income per share$(0.67) $0.42  $(0.75) $0.79  
Total taxable income per shareTotal taxable income per share$0.38 $0.37 $0.14 $1.16 
Distributions to shareholdersDistributions to shareholders$14,366  $29,306  $51,107  $58,304  Distributions to shareholders$15,701 $33,627 $66,808 $91,931 
Distributions to shareholders per shareDistributions to shareholders per share$0.125  $0.30  $0.445  $0.60  Distributions to shareholders per share$0.14 $0.30 $0.585 $0.90 
(1)Our tax results for the three and sixnine months ended JuneSeptember 30, 2020 and 2019 are estimates until we file tax returns for these years.this year.

The REITIn accordance with Internal Revenue Code rules applicable to disaster losses, TRS taxable loss generatedincome for the threenine months ended JuneSeptember 30, 2020, was dueadjusted to a deduction for closed hedges related to our FHLB debt.
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recognize $59 million of losses incurred in the first quarter of 2020 into the fourth quarter of 2019.
Under normal circumstances, our minimum REIT dividend requirement would be 90% of our annual REIT taxable income. However, we currently maintain a $28 million federal net operating loss carry forward (NOL) at the REIT that affords us the option of retaining REIT taxable income up to the NOL amount, tax free, rather than distributing it as dividends. Federal income tax rules require the dividends paid deduction to be applied to reduce REIT taxable income before the applicability of NOLs is considered; therefore, REIT taxable income must exceed our dividend distribution for us to utilize a portion of our NOL and any remaining amount will carry forward into future years. If annual REIT taxable income, exclusive of the dividends paid deduction, is a taxable loss, the NOL carryforward will be increased by the taxable loss.
Our dividend characterization for 2020 will be determined based on our full-year taxable income and dividend distributions. We currently expect only a small portion, if any, of the distributions to shareholders in 2020 will be taxable as dividend income and the remainder will be a return of capital, which is generally nontaxable. Under the federal income tax rules applicable to REITs, none of our 2020 dividend distributions are currently expected to be characterized as long-term capital gains.
Tax Provision under GAAP
For the three and sixnine months ended JuneSeptember 30, 2020, we recorded a tax provision of $37 thousand$9 million and a tax benefit of $22$13 million, respectively. For the three and sixnine months ended JuneSeptember 30, 2019, we recorded a tax provisionsbenefit of $2$0.1 million and a tax provision of $3 million, respectively. Our tax provision is primarily derived from the activities at our TRS as we do not book a material tax provision associated with income generated at our REIT. The switch to a benefit from income taxes from provision for income taxes year-over-year was primarily the result of  GAAP losses being recorded at our TRS in 2020 versus TRS GAAP income in 2019. The benefit from income taxes this periodrecorded in 2020 was partially offset by a valuation allowance being recorded against our federal net ordinary deferred tax assets. Our TRS effective tax rate in 2020 is expected to be significantly less than the federal statutory corporate tax rate, due to the valuation allowance and other permanent GAAP to tax differences. The income or loss generated at our TRS will not directly affect the tax characterization of our 2020 dividends.
Realization of our deferred tax assets ("DTAs") is dependent on many factors, including generating sufficient taxable income prior to the expiration of NOL carryforwards and generating sufficient capital gains in future periods prior to the expiration of capital loss carryforwards. We determine the extent to which realization of our DTAs is not assured and establish a valuation allowance accordingly. At December 31, 2019, we reported net federal ordinary and capital deferred tax liabilities ("DTLs"), and, as such, had no associated valuation allowance.
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As a result of GAAP losses at our TRS in 2020, we forecast that we will report net federal ordinary and capital DTAs at December 31, 2020 and consequently a valuation allowance was recorded against our net federal ordinary DTAs. However, no valuation allowance was recorded against our net federal capital DTAs as we currently expect to utilize these DTAs due to our ability to recognize capital losses and carry them back to prior years. Consistent with prior periods, we continued to maintain a valuation allowance against our net state DTAs. Our estimate of net deferred tax assets could change in future periods to the extent that actual or revised estimates of future taxable income during the carryforward periods change from current expectations.
Potential Taxable Income Volatility
We expect period-to-period volatility in our estimated taxable income. A description of the factors that can cause this volatility is described in the Taxable Income portion of the Results of Operations section in the MD&A included in Part II, Item 7, of our Annual Report on Form 10-K.
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LIQUIDITY AND CAPITAL RESOURCES
Summary
In addition to the proceeds from equity and debt capital-raising transactions, our principal sources of cash consist of borrowings under mortgage loan warehouse facilities, securities repurchase agreements, payments of principal and interest we receive from our investment portfolios, proceeds from the sale of portfolio assets, and cash generated from our operating activities. Our most significant uses of cash are to purchase and originate mortgage loans for our mortgage banking operations, to purchase investment securities and make other investments, to repay principal and interest on our debt, to meet margin calls associated with our debt and other obligations, to make dividend payments on our capital stock, and to fund our operations.
At JuneSeptember 30, 2020, our total capital was $1.59$1.70 billion and included $0.94$1.05 billion of equity capital and $0.65 billion of convertible notes and long-term debt on our consolidated balance sheet, including $199 million of convertible debt due in 2023, $150 million of convertible debt due in 2024, $172 million of exchangeable debt due in 2025, and $140 million of trust-preferred securities due in 2037.
As of JuneSeptember 30, 2020, our unrestricted cash was $529$451 million. While we believe our available cash is sufficient to fund our operations, we may raise equity or debt capital from time to time to increase our unrestricted cash and liquidity, to repay existing debt, to make long-term portfolio investments, to fund strategic acquisitions and investments, or for other purposes. To the extent we seek to raise additional capital, our approach will continue to be based on what we believe to be in the best interests of the company.
We are subject to risks relating to our liquidity and capital resources, including risks relating to incurring debt under residential loan warehouse facilities, securities repurchase facilities, and other short- and long-term debt facilities and other risks relating to our use of derivatives. A further discussion of these risks is set forth below under the heading “Risks Relating to Debt Incurred under Short-and Long-Term Borrowing Facilities."
Cash Flows and Liquidity for the SixNine Months Ended JuneSeptember 30, 2020
Cash flows from our mortgage banking activities and our investments can be volatile from quarter to quarter depending on many factors, including the timing and amount of and securities acquisitions, and sales and repayments, the profitability of mortgage banking activities, as well as changes in interest rates, prepayments, and credit losses. Therefore, cash flows generated in the current period are not necessarily reflective of the long-term cash flows we will receive from these investments or activities.
During the first sixnine months of 2020, in response to the pandemic, we sold a significant amount of investments and repaid a significant amount of debt, which allowed us to reposition and de-lever our balance sheet and generate additional liquidity. Additionally, we entered into several new financing agreements that are non-marginable (i.e., not subject to margin calls based on the market value of the underlying collateral) and in one case non-recourse, and have longer dated maturities than agreements they replaced that were marginable and recourse to us. While the asset sales and pay-down of debt, along with these new financing agreements, strengthened our liquidity and capital position by removing sources of contingent liquidity risk (from potential market value-based margin calls), they have also reduced our overall amount of earning assets and increased our borrowing costs. In the near-term, while we maintain a higher balance of cash, this will reduce our cash flows from operations. However, given our significant cash position, we believe we are positioned well to meet our near-term liquidity needs.
Cash Flows from Operating Activities
Cash flows from operating activities were positive $56negative $176 million during the sixnine months ended JuneSeptember 30, 2020. This amount includes the net cash utilized during the period from the purchase and sale of residential mortgage loans and the origination and sale of our business purpose loans associated with our mortgage banking activities. Purchases of loans are financed to a large extent with short-term and long-term debt, for which changes in cash are included as a component of financing activities. Excluding cash flows from the purchase, origination, sale, and principal payments of loans classified as held-for-sale, cash flows from operating activities were positive $58$94 million and negative $112$123 million during the first sixnine months of 2020 and 2019, respectively.
As a result of the pandemic, in late March we determined that our hedges were no longer effectively managing the risks associated with certain of our assets and liabilities and we settled nearly all of our outstanding derivative positions. As a result of these settlements and other hedging activity during the quarter, we made $183$187 million of cash payments, representing a significant outflow ofpayments. Additionally, during the six months ended June 30, 2020, our margin receivable (which was primarily associated with our hedges), decreased by $207 million, resulting in an increase to our cash forflows from operations. These changes in operating cash flows resulted from actions taken in response to the periodpandemic that we would generally not expect to recur at such a magnitude in subsequent periods, particularly whileperiods. Additionally, during the six months ended June 30, 2020, we are not employingreceived $38 million in cash related to FHLBC stock that was transferred back to the useFHLBC, upon the repayment of derivatives.
Additionally, as discussed previously in this MD&A, in late March and continuing into May, we sold a significant amountsubstantially all of loans and securities, and repaid associated debt. As a result, we expectour borrowings from the cash provided from net interest income to decline in future periods.FHLBC.
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Cash Flows from Investing Activities
During the sixnine months ended JuneSeptember 30, 2020, our net cash provided by investing activities was $3.06$3.51 billion and primarily resulted from proceeds from sales of loans and real estate securities, as well as principal payments on loans. Although we generally intend to hold our loans and investment securities as long-term investments, we may sell certain of these assets in order to manage our liquidity needs and interest rate risk, to meet other operating objectives, and to adapt to market conditions. While it is difficult to predict the timing and impact of future sales of investment securities, if any, given our current liquidity position, we expect the pace of our asset sales to decline from the first six months of 2020.
Because many of our investment securities and loans are financed through various borrowing agreements, a significant portion of the proceeds from any sales or principal payments of these assets are generally used to repay balances under these financing sources. Similarly, all or a significant portion of cash flows from principal payments of loans at consolidated securitization entities would generally be used to repay ABS issued by those entities.
As presented in the "Supplemental Noncash Information" subsection of our consolidated statements of cash flows, during the sixnine months ended JuneSeptember 30, 2020, we transferred residential loans between held-for-sale and held-for-investment classification, retained securities from Sequoia and CAFL securitizations we sponsored, and deconsolidated certain multifamily residential securitization trusts, which represent significant non-cash transactions that were not included in cash flows from investing activities.
Cash Flows from Financing Activities

During the sixnine months ended JuneSeptember 30, 2020, our net cash used in financing activities was $2.83$3.11 billion. This primarily resulted from $1.67$1.85 billion of net repayments of short-term debt and $2.13$2.64 billion of repayments of long-term debt, including repayments of $2.00 billion of FHLBC borrowings, which were associated with the sales of a significant amount of assets noted in the investing activities section above. Additionally, we paid $97 million to purchase and retire $125 million of our convertible debt in the second quarter of 2020.2020, and repurchased $22 million of stock in the third quarter. These outflows of cash were partially offset by $154$306 million of net proceeds from the issuance and settlements of ABS issued. Additionally, during the sixnine months ended JuneSeptember 30, 2020, we had cash inflows of $944 million$1.25 billion related to borrowings under twothree new non-marginable facilities that were generally used to repay existing borrowings from marginable facilities.
During the sixnine months ended JuneSeptember 30, 2020, we declared dividends of $0.445$0.585 per common share. On JuneSeptember 11, 2020, the Board of Directors declared a regular dividend of $0.125$0.14 per share for the secondthird quarter of 2020, which was paid on JuneSeptember 29, 2020 to shareholders of record on JuneSeptember 22, 2020.
In accordance with the terms of our outstanding deferred stock units and restricted stock units, which are stock-based compensation awards, each time we declare and pay a dividend on our common stock, we are required to make a dividend equivalent payment in that same per share amount on each outstanding deferred stock unit and restricted stock unit.
Repurchase Authorization
In February 2018, our Board of Directors approved an authorization for the repurchase of our common stock, increasing the total amount authorized for repurchases of common stock to $100 million, and also authorized the repurchase of outstanding debt securities, including convertible and exchangeable debt. This authorization increased the previous share repurchase authorization approved in February 2016 and has no expiration date. This repurchase authorization does not obligate us to acquire any specific number of shares or securities. Under this authorization, shares or securities may be repurchased in privately negotiated and/or open market transactions, including under plans complying with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended. At JuneDuring the three months ended September 30, 2020, $100we repurchased 3,047,335 shares of our common stock pursuant to this authorization for $22 million. At September 30, 2020, $78 million of the current authorization remained available for the repurchase of shares of our common stock and we also continued to be authorized to repurchase outstanding debt securities. Like other investments we may make, any repurchases of our common stock or debt securities under this authorization would reduce our available capital and unrestricted cash described above.
Loan Warehouse Facilities
We maintain loan warehouse facilities to finance our residential jumbo loan inventory, SFR loan inventory and for our bridge loan investments. These facilities can be classified as short-term or long-term depending on their specific terms and provisions. At September 30, 2020, we had residential warehouse facilities outstanding with four different counterparties, with $600 million of total capacity and $518 million of available capacity. These included non-marginable facilities with $200 million of total capacity and marginable facilities with $400 million of total capacity. At September 30, 2020, we had business purpose warehouse facilities outstanding with four different counterparties, with $1.1 billion of total capacity and $853 million of available capacity. All of these facilities are non-marginable.
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Short-Term Debt
In the ordinary course of our business, we use recourse debt through several different types of borrowing facilities and use cash borrowings under these facilities to, among other things, fund the acquisition of residential loans (including those we acquire and originate in anticipation of securitization), finance investments in securities and other investments, and otherwise fund our business and operations. At JuneSeptember 30, 2020, we had $663$483 million of short-term debt outstanding. During the first sixnine months of 2020, the highest balance of our short-term debt outstanding was $3.23 billion.

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During the second quarter of 2020, we reduced the number of credit facilities related to our business purpose loans to two facilities with borrowing capacity of $500 million at June 30, 2020, from six facilities with borrowing capacity of $1.41 billion at March 31, 2020. These short-term facilities were replaced with a long-term, non-recourse facility with a borrowing capacity of $530 million primarily for the financing of bridge loans, and a second long-term recourse facility with a borrowing capacity of $500 million primarily for the financing of single-family rental and bridge loans. These new long-term facilities are not subject to the collateral margin requirements of our prior short-term facilities.
During the second quarter of 2020, we additionally reduced our residential loan warehouse facilities to three facilities with an aggregate borrowing capacity of $700 million at June 30, 2020, from four facilities with total borrowing capacity of $1.53 billion at March 31, 2020. The reduction in these facilities was related to the decreased residential loan purchase volumes during the second quarter of 2020.
For further detail on our short-term debt, see Note 13 of our Notes to Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q.
Long-Term Debt
The following discusses significant activity during the first halfnine months of 2020 and other information about our long-term debt. For further detail on our long-term debt, see Note 15 of our Notes to Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q.
Convertible Notes
During the second quarter of 2020, we repurchased $29 million par value of our 5.75% exchangeable senior notes due 2025 at a discount and recorded a gain on extinguishment of $6 million in Realized gains, net on our consolidated statements of income (loss).
During the second quarter of 2020, we repurchased $50 million par value of our 5.625% convertible senior notes due 2024 at a discount and recorded a gain on extinguishment of $9 million in Realized gains, net on our consolidated statements of income (loss).
During the second quarter of 2020, we repurchased $46 million par value of our 4.75% convertible senior notes at a discount and recorded a gain on extinguishment of $10 million in Realized gains, net on our consolidated statements of income (loss).
FHLBC Borrowings
As a result of the economic and financial market impacts of the pandemic, the terms of our borrowing facility with the Federal Home Loan Bank of Chicago (our "FHLBC Facility") evolved and we decided to significantly reduce the financing we obtain from the FHLBC. During the second quarter of 2020, we completed the sale of nearly all residential loans financed through this facility and repaid all but $1 million of borrowings under this facility. We do not expect to increase borrowings under our FHLBC Facility above the existing $1 million of borrowings outstanding.
Non-Recourse Business Purpose Loan Financing FacilityFacilities
In the third quarter of 2020, a subsidiary of Redwood entered into a repurchase agreement providing non-marginable, non-recourse financing primarily for business purpose bridge loans. Borrowings under this facility accrue interest at a per annum rate equal to one-month LIBOR plus 3.85% (with a 0.50% LIBOR floor), through July 2022. At September 30, 2020, we had borrowings under this facility totaling $158 million and $1 million of unamortized deferred issuance costs, for a net carrying value of $157 million. At September 30, 2020, $216 million of bridge loans were pledged as collateral under this facility.
In the second quarter of 2020, a subsidiary of Redwood entered into a repurchase agreement providing non-marginable, non-recourse financing primarily for business purpose bridge loans. Borrowings under this facility accrue interest at a per annum rate equal to one-month LIBOR plus 7.50% (with a 1.50% LIBOR floor), through June 2022 (facility is fully callable2022. Borrowings under this facility may be repaid in full at our option and the facility terminated without penalty beginning in June 2021).2021. This facility has an aggregate maximum borrowing capacity of $530 million, which consists of a term facility of $355 million and a revolving facility of $175 million. The revolving period ends in June 2021, and amounts borrowed under the term and revolving facilities are due in full in June 2022. At JuneSeptember 30, 2020, we had borrowings under this facility totaling $355$302 million and $6$4 million of unamortized deferred issuance costs, for a net carrying value of $350$298 million. At JuneSeptember 30, 2020, $442$369 million of bridge loans and $8$25 million of other BPL investments were pledged as collateral under this facility.

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Recourse Business Purpose Loan Financing FacilityFacilities
In the third quarter of 2020, a subsidiary of Redwood entered into a repurchase agreement providing non-marginable financing for business purpose bridge loans and single-family rental loans. Borrowings under this facility accrue interest at a per annum rate equal to three-month LIBOR plus 3.00% through September 2023 and are recourse to Redwood. This facility has an aggregate maximum borrowing capacity of $250 million. At September 30, 2020, we had no borrowings outstanding under this facility.
In the second quarter of 2020, a subsidiary of Redwood entered into a repurchase agreement providing non-marginable financing for business purpose bridge loans and single-family rental loans. Borrowings under this facility accrue interest at a per annum rate equal to three-month LIBOR plus 3.50% to 4.50%4.00% (with a 1.00% LIBOR floor) through May 2022 and are recourse to Redwood. This facility has an aggregate maximum borrowing capacity of $500$350 million. At JuneSeptember 30, 2020, we had borrowings under this facility totaling $436$150 million and $1 million of unamortized deferred issuance costs, for a net carrying value of $435$150 million. At JuneSeptember 30, 2020, $280$18 million of bridge loans and $302$194 million of single-family rental loans were pledged as collateral under this facility.

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Recourse Subordinate Securities Financing Facility
In the first quarter of 2020, we entered into a repurchase agreement providing non-marginable recourse debt financing for $110$112 million of securities retained from our consolidated CAFL securitizations. The financing is fully and unconditionally guaranteed by Redwood, with an interest rate of approximately 4.21% through February 2023. The financing facility may be terminated, at our option, in February 2023, and has a final maturity in February 2025, provided that the interest rate on amounts outstanding under the facility increases between March 2023 and February 2025.
Recourse Revolving Debt Facility
In the first quarter of 2020, a subsidiary of Redwood entered into a secured revolving debt facility agreement collateralized by MSRs and certificated mortgage servicing rights. Borrowings under this facility accrue interest at a per annum rate equal to one-month LIBOR plus 2.75% through January 2021, with an increase in rate between February 2021 and the maturity of the facility in January 2022. This facility has an aggregate maximum borrowing capacity of $50 million. BorrowingsWe had no borrowings outstanding under this facility totaled $20 million at JuneSeptember 30, 2020. At JuneSeptember 30, 2020, $40$33 million of MSRs and interest-only securities were pledged as collateral under this facility.

 Asset-Backed Securities Issued
During the first quarter of 2020, we sold subordinate securities issued by four Freddie Mac K-Series securitization trusts we previously consolidated and determined that we should derecognize the associated assets and liabilities of each of these entities for financial reporting purposes. As a result, during the first quarter of 2020, we deconsolidated $3.86 billion of multifamily loans and other assets and $3.72 billion of multifamily ABS issued.
During the three and sixnine months ended JuneSeptember 30, 2020, we issued $450$515 million and $787 million$1.30 billion of ABS, respectively, through our consolidated securitization entities, respectively.entities. This included $201$310 million and $537$847 million of CAFL ABS issued during the three and sixnine months ended JuneSeptember 30, 2020, respectively, and zero and $249 million of Sequoia Choice ABS issued during the three and nine months ended JuneSeptember 30, 2020.2020, respectively. Additionally, for the three months ended September 30, 2020, this includes $205 million of ABS issued through a re-securitization entity sponsored by us. For further detail on our Asset-backed Securities Issued, see Note 14 of our Notes to Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q.
Other Commitments and Contingencies
For additional information on commitments and contingencies that could impact our liquidity and capital resources, see Note 16 of our Notes to Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q.


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COVID-19 Pandemic-Related Mortgage Payment Forbearances
In response to the personal financial impacts of the pandemic, many residential mortgage borrowers have sought, or are seeking, forbearance with respect to monthly mortgage payment obligations. We are exposed to the negative financial impact of COVID-19 related payment forbearances with respect to loans securitized in Sequoia transactions, loans held for investment or sale, and a variety of other investments, including third-party issued mortgage-backed securities, mortgage servicing rights and related cash flows, and re-performing residential mortgage loans. Business purpose mortgage loan borrowers may also seek payment forbearances. In addition, transactions we have entered into, including to finance loans with warehouse financing providers and to sell whole loans to third parties, may be negatively impacted by COVID-19 related payment forbearances, including by reducing our proceeds from these transactions or if we are required to repurchase impacted loans.
Mortgage Servicing AdvanceObligations
Redwood's liquidity exposure to advancing obligations associated with residential mortgage servicing rights (MSRs) is primarily related to our Sequoia private-label residential mortgage backed securities (RMBS). The residential mortgage loans backing our Sequoia securities were generally originated as prime quality residential mortgage loans with strong credit characteristics. These loans were sourced from our residential mortgage platform through our network of loan sellers, including banks and independent mortgage companies, and were acquired after undergoing our review and underwriting process.
We outsource our residential mortgage servicing activity to third-party sub-servicers and do not directly service residential mortgage loans. We carry out a servicing oversight function and, in some cases, are obligated to reimburse our sub-servicers when they fund advances of principal and interest (P&I), taxes and insurance (T&I), and certain other amounts related to securitized mortgage loans.

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At June 30, 2020, mortgage loans in a delinquent status (whether or not subject to forbearance) accounted for approximately 4.0% of the aggregate principal (or notional) balance of Sequoia securitized loans for which we had servicing advance funding obligations, with respect to the monthly mortgage payment due at June 30, 2020 (compared to approximately 3.2% of principal balance that were in a delinquent status as of April 30, 2020). As of JuneSeptember 30, 2020, we had no servicing advances outstanding related to principal and interest on Sequoia securitized loans for which we had servicing advance funding obligations. We estimate that for every 5 percentage point increase in the principal balance of Sequoia securitized mortgage loans in a delinquent status (whether or not subject to forbearance), our average monthly principal and interest servicing advance funding obligation would increase by approximately $3 million. Other advance funding obligations, including with respect to T&I, are subject to variability and seasonality and are not included within this estimate.
Risks Relating to Debt Incurred Under Short- and Long-Term Borrowing Facilities
As described above under the heading “Results of Operations,” in the ordinary course of our business, we use debt financing obtained through several different types of borrowing facilities to, among other things, finance the origination and acquisition of mortgage loans (including those we originate or acquire in anticipation of sale or securitization), and finance investments in securities and other investments. We may also use short- and long-term borrowings to fund other aspects of our business and operations, including the repurchase of shares of our common stock or outstanding debt securities. Debt incurred under these facilities is generally either the direct obligation of Redwood Trust, Inc., or the direct obligation of subsidiaries of Redwood Trust, Inc. and guaranteed by Redwood Trust, Inc. Risks relating to debt incurred under these facilities are described in Part I, Item 2 of our Annual Report on Form 10-K for the year ended December 31, 2019, under the caption “Risks Relating to Debt Incurred under Short- and Long-Term Borrowing Facilities,” and under the caption “Our use of financial leverage exposes us to increased risks, including liquidity risks from margin calls and potential breaches of the financial covenants under our borrowing facilities, which could result in our being required to immediately repay all outstanding amounts borrowed under these facilities and these facilities being unavailable to use for future financing needs, as well as triggering cross-defaults under other debt agreements” in Part II, Item 1A of our Quarterly Report on Form 10-Q for the quarter ended March 31, 2020 (the "Q1 2020 10-Q"). Many of the risks described above materialized during the first quarter of 2020 as a result of the pandemic and its impact on the economy and financial markets, as described under the heading “Management's Discussion and Analysis of Financial Condition and Results of Operations” within theour Q1 2020 Quarterly Report on Form 10-Q.

Our sources of debt financing include secured borrowings under residential and business purpose mortgage loan warehouse facilities (including recourse and non-recourse warehouse facilities), short-term securities repurchase facilities, a $10 million committed line of short-term secured credit from a bank, short-term servicer advance financing, a secured, revolving debt facility collateralized by mortgage servicing rights, and subordinate securities financing facilities. During the second quarter of 2020, we repaid secured borrowings by our wholly-owned subsidiary, RWT Financial, LLC, under its borrowing facility with the FHLBC and at JuneSeptember 30, 2020, $1 million of advances remained outstanding. We do not expect to be able to increase borrowings under this borrowing facility above the existing $1 million of advances outstanding.


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Aggregate borrowing limits are stated under certain of these facilities, and certain other facilities have no stated borrowing limit, but many of the facilities are uncommitted, which means that any request we make to borrow funds under these uncommitted facilities may be declined for any reason, even if at the time of the borrowing request we have then-outstanding borrowings that are less than the borrowing limits under these facilities. In general, financing under these facilities is obtained by transferring or pledging mortgage loans or securities to the counterparty in exchange for cash proceeds (in an amount less than 100% of the principal amount of the transferred or pledged assets).


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Under many of our mortgage loan warehouse facilities, our short-term securities repurchase facilities, and our secured, revolving debt facility collateralized by mortgage service rights, while transferred or pledged assets are financed under the facility, to the extent the value of the assets, or the collateral underlying those assets, declines, we are generally required to either immediately reacquire the assets or meet a margin requirement to transfer or pledge additional assets or cash in an amount at least equal to the decline in value. During the second quarter of 2020, we amended several of our mortgage loan warehouse facilities to revise these margin call provisions to remove obligations to make margin calls for changes in the market value of transferred or pledged assets.assets, which determinations of market value were generally within the sole discretion of the lending counterparty. Under these revised agreements, if the estimated value of a property securing a financed mortgage loan declines, based on, for example, an appraisal or broker-price opinion, then the creditor may demand that we transfer additional collateral to the creditor (in the form of cash, U.S. Treasury obligations (in certain cases), or additional residential mortgage loans) with a value equal to the amount of the decline. At June 30, 2020, all of our residential mortgage loan warehouse facilities that retained market-value based margin call provisions had been repaid or suspended. Of our active financing arrangements with outstanding balances at JuneSeptember 30, 2020, only our short-term securities repurchase facilities (with $312$75 million of borrowings outstanding at JuneSeptember 30, 2020), and two of our secured, revolving debt facility collateralized byresidential mortgage service rightsloan warehouse facilities (with $20$8 million of borrowings outstanding at June 30, 2020), and one of our business purpose residential loan warehouse facilities (with $43 million of borrowings outstanding at JuneSeptember 30, 2020) retain market-value based margin call provisions.

Margin call provisions under these facilities are further described in Part I, Item 2 of our Annual Report on Form 10-K for the year ended December 31, 2019 under the caption “Risks Relating to Debt Incurred under Short- and Long-Term Borrowing Facilities - Margin Call Provisions Associated with Short-Term Debt and Other Debt Financing.” Financial covenants included in these facilities are further described Part I, Item 2 of our Annual Report on Form 10-K for the year ended December 31, 2019 under the caption “Risks Relating to Debt Incurred under Short- and Long-Term Borrowing Facilities - Financial Covenants Associated with Short-Term Debt and Other Debt Financing.”

Because many of these borrowing facilities are uncommitted, at any given time we may not be able to obtain additional financing under them when we need it, exposing us to, among other things, liquidity risks of the types described in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2019 under the heading “Risk Factors,” and in Part II, Item 7A of our Annual Report on Form 10-K for the year ended December 31, 2019 under the heading “Market Risks.” In addition, with respect to mortgage loans that at any given time are already being financed through these warehouse facilities, we are exposed to market, credit, liquidity, and other risks of the types described in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2019 under the heading “Risk Factors,” and in Part II, Item 7A of our Annual Report on Form 10-K for the year ended December 31, 2019 under the heading “Market Risks,” if and when those loans or securities become ineligible to be financed, decline in value, or have been financed for the maximum term permitted under the applicable facility. Additionally, our access to financing under the borrowing facility with the FHLBC is subject to the risks described under the heading “Risk Factors - Federal regulations may limit, eliminate, or reduce the attractiveness of our subsidiary’s ability to use borrowings from the Federal Home Loan Bank of Chicago to finance the mortgage loans and securities it holds and acquires, which could negatively impact our business and operating results” in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2019.

At JuneSeptember 30, 2020, and through the date of this Quarterly Report on Form 10-Q, we were in compliance with the financial covenants associated with our short-term debt and other debt financing facilities. However, significant and widespread decreases in the fair values of our assets, including decreases of the magnitude that resulted from the impact of the pandemic during the first quarter of 2020, could cause us to breach the financial covenants under our borrowing facilities related to net worth and leverage. In particular, during the first and second quarters of 2020, we amended financial covenants that require us to maintain a minimum dollar amount of stockholders’ equity or tangible net worth, financial covenants that require us to maintain recourse indebtedness below a specified ratio, and financial covenants that require us to maintain a minimum dollar amount of liquidity in certain borrowing agreements on a permanent basis, and we repaid and suspended certain other borrowing facilities; however, we cannot be certain that we will be able to maintain compliance with such amended covenants. Such covenants, if breached, can result in our being required to immediately repay all outstanding amounts borrowed under these facilities and these facilities being unavailable to use for future financing needs, as well as triggering cross-defaults under other debt agreements, and other risks described under the caption “Our use of financial leverage exposes us to increased risks, including liquidity risks from margin calls and potential breaches of the financial covenants under our borrowing facilities, which could result in our being required to immediately repay all outstanding amounts borrowed under these facilities and these facilities being unavailable to use for future financing needs, as well as triggering cross-defaults under other debt agreements” in Part II, Item 1A of our Q1 2020 10-Q.

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OFF-BALANCE SHEET ARRANGEMENTS AND CONTRACTUAL OBLIGATIONS
In the normal course of business, we enter into transactions that may require future cash payments. As required by GAAP, some of these obligations are recorded on the balance sheet, while others are off-balance sheet or recorded on the balance sheet in amounts different from the full contract or notional amount of the transaction.
For additional information on our contractual obligations, see the Off-Balance Sheet Arrangements and Contractual Obligations section in the MD&A included in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2019.
For additional information on our commitments and contingencies as of JuneSeptember 30, 2020, see Note 16 of our Notes to Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES
The preparation of financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reported periods. Actual results could differ from those estimates. A discussion of critical accounting policies is included in Note 3 — Summary of Significant Accounting Policies included in Part I, Item 1 of this Quarterly Report on Form 10-Q and in Part I, Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2019. Management discusses the ongoing development and selection of these critical accounting policies with the audit committee of the board of directors.
We expect quarter-to-quarter GAAP earnings volatility from our business activities. This volatility can occur for a variety of reasons, including the timing and amount of purchases, sales, calls, and repayment of consolidated assets, changes in the fair values of consolidated assets and liabilities, increases or decreases in earnings from mortgage banking activities, and certain non-recurring events. In addition, the amount or timing of our reported earnings may be impacted by technical accounting issues and estimates. Our critical accounting policies and the possible effects of changes in estimates on our consolidated financial statements are included in the "Critical Accounting Policies and Estimates" section of Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2019.
In addition to the regular volatility we may experience on a quarterly basis, the ongoing impact of the pandemic on the United States economy, homeowners, renters of housing, the housing market, the mortgage finance markets and the broader financial markets, has caused additional volatility impacting many of our estimates. It is difficult to fully assess the impact of the pandemic at this time, including because of the uncertainty around the severity and duration of the pandemic domestically and internationally, as well as the uncertainty around the efficacy of Federal, State and local governments’ efforts to contain the spread of the pandemic and respond to its direct and indirect impacts on many aspects of Americans’ lives and economic activity. Continued volatility resulting from the pandemic could impact our critical estimates and lead to significant period-to-period earnings volatility.
Market Risks
We seek to manage risks inherent in our business — including but not limited to credit risk, interest rate risk, prepayment risk, liquidity risk, and fair value risk — in a prudent manner designed to enhance our earnings and dividends and preserve our capital. In general, we seek to assume risks that can be quantified from historical experience, to actively manage such risks, and to maintain capital levels consistent with these risks. Information concerning the risks we are managing, how these risks are changing over time, and potential GAAP earnings and taxable income volatility we may experience as a result of these risks is discussed in Part II, Item 7A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2019.
Other Risks
In addition to the market and other risks described above, our business and results of operations are subject to a variety of types of risks and uncertainties, including, among other things, those described under the caption “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2019 and in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2020.
NEW ACCOUNTING STANDARDS
A discussion of new accounting standards and the possible effects of these standards on our consolidated financial statements is included in Note 3 — Summary of Significant Accounting Policies included in Part I, Item 1 of this Quarterly Report on Form 10-Q.
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Item 3. Quantitative and Qualitative Disclosures about Market Risk
Information concerning market risk is incorporated herein by reference to Part II, Item 7A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2019, as supplemented by the information under “Management’s Discussion and Analysis of Financial Condition and Results of Operations and “Market Risks” within Item 2 above. Other than the developments described thereunder, including changes in the fair values of our assets, there have been no other material changes in our quantitative or qualitative exposure to market risk since December 31, 2019.
Item 4. Controls and Procedures
We have adopted and maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed on our reports under the Securities Exchange Act of 1934, as amended (the Exchange Act), is recorded, processed, summarized, and reported within the time periods specified in the U.S. Securities and Exchange Commission’s rules and forms and that the information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow for timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
As required by Rule 13a-15(b) of the Exchange Act, we have carried out an evaluation, under the supervision and with the participation of management, including our chief executive officer and chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the quarter covered by this report. Based on the foregoing, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures were effective at a reasonable assurance level.
There have been no changes in our internal control over financial reporting during the secondthird quarter of 2020 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II. OTHER INFORMATION
Item 1. Legal Proceedings
There is no significant update regarding the litigation matters described in Part I, Item 3 in Redwood’s Annual Report on Form 10-K for the year ended December 31, 2019 under the heading “Legal Proceedings.” At JuneSeptember 30, 2020, the aggregate amount of loss contingency reserves established in respect of the FHLB-Seattle and Schwab litigation matters described in our Annual Report on Form 10-K for the year ended December 31, 2019 was $2 million.
In addition to those matters, as previously disclosed, in connection with the impact of the effects of the pandemic on the non-Agency mortgage finance market and on our business and operations, a small number of the counterparties that have regularly sold residential mortgage loans to us believe that we breached perceived obligations to them, and requested or demanded that we purchase loans from them and/or compensate them for perceived damages resulting from our decisions earlier in 2020 not to purchase certain loans from them (“Residential Loan Seller Demands”). As previously disclosed, one such counterparty filed a breach of contract lawsuit against us alleging that it has suffered in excess of $2 million of losses as a result of our alleged failure to purchase residential mortgage loans from it.
We believe that these Residential Loan Seller Demands are without merit or subject to defenses and we intend to defend vigorously any such allegations and any related demand or claim to which we are or become a party. Despite our beliefs about the legal merits of these allegations, because our ordinary course of business is to seek to continue to regularly engage in mutually beneficial transactions with these counterparties, in some cases we have been willing to engage in discussions with these counterparties with the intention of reaching resolution, andincluding through structuring arrangements that incentivize both the counterparty and us to continue to engage in residential loan purchase and sale transactions in the future.
With respect to certain of the Residential Loan Seller Demands, these resolution discussions have been successful in resolving, or establishing a framework that we believe will be the basis for successfully resolving, the demands of these counterparties, including through forward-looking joint business undertakings and structured arrangements that incentivize both the counterparty and us to continue to engage in residential loan purchase and sale transactions in the future. With respect to these counterparties, we have incurred or expect to incur certain costs in connection with finalizing these arrangements (including costs that are contingent on the successful completion of future residential loan purchase and sale transactions with these counterparties that we expect to generate future revenue for the Company) and have recorded any such actual costs incurred through JuneSeptember 30, 2020, as well as an accrual for the estimated costs associated with counterparties where a resolution or go-forward framework has been agreed to or has been discussed but not finalized, through Mortgage Banking Activities, net in our Residential Lending segment.finalized. In accordance with GAAP, the accrual for estimated costs is based on the opinion of management, that it is probable that these resolutions and forward-looking joint business undertakings and structured arrangements will result in an expense and the amount of expense can be reasonably estimated. At JuneSeptember 30, 2020, the aggregate amount of these actual costs, together with theour accrual for estimated costs associated with Residential Loan Seller Demands was $5$6.5 million, a significant portion of which would be contingent on the successful completion of future residential loan purchase and sale transactions with these counterparties, with the expectation of generating future revenue for the CompanyCompany. In addition, as previously disclosed, one such counterparty filed a breach of contract lawsuit against us in May 2020 alleging that it had suffered in excess of $2 million of losses as a result of our alleged failure to purchase residential mortgage loans from it; and in October 2020 we and the plaintiff agreed to settle the lawsuit on mutually satisfactory terms.
With respect to the remaining Residential Loan Seller Demands that have not been resolved or accrued for, our beliefs about the legal merits of these allegations and our discussions with these counterparties have resulted in us determining that a significant loss from these matters is not probable. With respect to these remaining Residential Loan Seller Demands, based on the foregoing, we have concluded that we can estimate an aggregate range of reasonably possible losses with respect to these Residential Loan Seller Demands of between zero and $1.5 million.
Future developments (including receipt of additional information and documents relating to these matters, new or additional resolution or settlement communications relating to these matters, resolutions of similar claims against other industry participants in similar circumstances, or receipt of additional Residential Loan Seller Demands) could result in our concluding in the future to establish additional accruals or reserves or modify our aggregate range of reasonably possible losses with respect to these Residential Loan Seller Demand matters. Our actual losses, and any accruals or reserves we may establish in the future relating to these matters, may be materially higher than the accruals, reserves and the aggregate range of reasonably possible losses we have estimated above, respectively, including in the event that any of these matters proceed to trial and result in a judgment against us. We cannot be certain that any of these matters that are not already formally resolved will be resolved through a resolution or settlement prior to trial and we cannot be certain that the resolution of these matters, whether through trial,litigation, settlement, or otherwise, will not have a material adverse effect on our financial condition or results of operations in any future period.

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In accordance with GAAP, we review the need for any loss contingency reserves 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. Additionally, we record receivables for insurance recoveries relating to litigation-related losses and expenses if and when such amounts are covered by insurance and recovery of such losses or expenses are due. We review our litigation matters each quarter to assess these loss contingency reserves and make adjustments in these reserves, upwards or downwards, as appropriate, in accordance with GAAP based on our review.
In the ordinary course of any litigation matter, including certain of the above-referenced matters, we have engaged and may continue to engage in formal or informal settlement communications with the plaintiffs or co-defendants. Settlement communications we have engaged in relating to certain of the above-referenced litigation matters are one of the factors that have resulted in our determination to establish the loss contingency reserves described above. We cannot be certain that any of these matters will be resolved through a settlement prior to triallitigation and we cannot be certain that the resolution of these matters, whether through trial or settlement, will not have a material adverse effect on our financial condition or results of operations in any future period.
Future developments (including resolution of substantive pre-trial motions relating to these matters, receipt of additional information and documents relating to these matters (such as through pre-trial discovery), new or additional settlement communications with plaintiffs relating to these matters, or resolutions of similar claims against other defendants in these matters) could result in our concluding in the future to establish additional loss contingency reserves or to disclose an estimate of reasonably possible losses in excess of our established reserves with respect to these matters. Our actual losses with respect to the above referenced litigation matters may be materially higher than the aggregate amount of loss contingency reserves we have established in respect of these litigation matters, including in the event that any of these matters proceeds to trial and the plaintiff prevails. Other factors that could result in our concluding to establish additional loss contingency reserves or estimate additional reasonably possible losses, or could result in our actual losses with respect to the above-referenced litigation matters being materially higher than the aggregate amount of loss contingency reserves we have established in respect of these litigation matters include that: there are significant factual and legal issues to be resolved; information obtained or rulings made during the lawsuits could affect the methodology for calculation of the available remedies; and we may have additional obligations pursuant to indemnity agreements, representations and warranties, and other contractual provisions with other parties relating to these litigation matters that could increase our potential losses.
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Item 1A. Risk Factors
Our risk factors are discussed under Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2019 and in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2020.














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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
During the three months ended JuneSeptember 30, 2020, we did not sell any equity securities that were not registered under the Securities Act of 1933, as amended.
In February 2018, our Board of Directors approved an authorization for the repurchase of our common stock, increasing the total amount authorized for repurchases of common stock to $100 million, and also authorized the repurchase of outstanding debt securities, including convertible and exchangeable debt. This authorization increased the previous share repurchase authorization approved in February 2016 and has no expiration date. This repurchase authorization does not obligate us to acquire any specific number of shares or securities. Under this authorization, shares or securities may be repurchased in privately negotiated and/or open market transactions, including under plans complying with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended. At JuneDuring the three months ended September 30, 2020, $100we repurchased 3,047,335 shares of our common stock pursuant to this authorization for $22 million. At September 30, 2020, $78 million of this current authorization remained available for the repurchase of shares of our common stock and we also continued to be authorized to repurchase outstanding debt securities.
The following table contains information on the shares of our common stock that we purchased or otherwise acquired during the three months ended JuneSeptember 30, 2020.
Total Number of Shares Purchased or AcquiredAverage
Price per
Share Paid
Total Number of Shares Purchased as Part of Publicly Announced Plans or ProgramsMaximum Number (or approximate dollar value) of Shares that May Yet be Purchased under the Plans or Programs
(In Thousands, except per Share Data)
April 1, 2020 - April 30, 2020— $— — $— 
May 1, 2020 - May 31, 2020— $— — $— 
June 1, 2020 - June 30, 2020— $— — $100,000 
Total— $— — $100,000 
Total Number of Shares Purchased or AcquiredAverage
Price per
Share Paid
Total Number of Shares Purchased as Part of Publicly Announced Plans or ProgramsMaximum Number (or approximate dollar value) of Shares that May Yet be Purchased under the Plans or Programs
(In Thousands, except per Share Data)
July 1, 2020 - July 31, 2020— $— — $— 
August 1, 2020 - August 31, 20201,980 $7.07 1,980 $85,998 
September 1, 2020 - September 30, 20201,067 $7.15 1,067 $78,369 
Total3,047 $7.10 3,047 $78,369 
Item 3. Defaults Upon Senior Securities
None.
Item 4. Not Applicable
Item 5. Other Information
Redwood’sOn November 6, 2020, annual proxy statement (filedRedwood amended and restated its employment agreements with each of Christopher J. Abate (Redwood’s CEO), Dashiell I. Robinson (Redwood’s President), and Andrew P. Stone (Redwood’s Executive Vice President, General Counsel, and Secretary). These agreements were amended and restated to, among other things, update or clarify certain defined terms and vesting-related provisions and to reflect previously disclosed compensation terms applicable to these officers. The three amended and restated employment agreements are filed as Exhibits 10.1, 10.2, and 10.3 to this Quarterly Report on Form 10-Q (collectively, the SEC on April 27, 2020) included a discussion“Amended Employment Agreements”) and the description of the process that the Compensation Committee of Redwood’s Board of DirectorsAmended Employment Agreements set forth in this Part II, Item 5 is undertaking to assessqualified in its executive compensation program and consider changesentirety by reference to the program that may be appropriate in lightfull text of the impacts of the COVID-19 pandemic on Redwood and the markets and business environment it operates within. On August 5, 2020, the Compensation Committee completed an initial phase of this assessment and approved certain matters relating to 2020 executive compensation, as described below.
Although it has completed this initial phase, the Compensation Committee intends to continue its assessment of Redwood’s executive compensation program and to disclose, over the remainder of 2020, any further updates to the program. In addition, the Compensation Committee Chair is currently planning to engage with shareholders in late 2020 and/or early 2021 to discuss updates to the program designed to support Redwood’s ongoing financial, operational, and strategic objectives.
The Compensation Committee’s August 5, 2020 determinations were made after review and discussion of various considerations with management and with the Committee’s independent compensation consultant, F.W. Cook & Co. Key considerations included that:
There has been a pronounced impact from the COVID-19 pandemic on Redwood’s financial condition, with significant realized and unrealized losses since December 31, 2020 and a marked decline in the market value of Redwood’s common stock since mid-March 2020;
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Redwood has historically delivered a significant portion of executive compensation in the form of long-term equity-based awards with three- or four-year performance measurement and/or vesting and holding periods; and, as a result of the impact of the pandemic, the value of multiple years of annual equity-based compensation has significantly declined (or, as a practical matter, become unlikely to be realized) based on the negative total return experience of Redwood’s stockholders since mid-March 2020;

While the Committee believes this is appropriate pay-for-performance alignment, the Committee also recognizes that, for the reasons noted above, the performance-based equity awards (PSUs) granted over the past three years no longer provide as meaningful an incentive as was intended when awarded due to the impact of the pandemic;

Annual bonuses under Redwood’s executive compensation program have historically been driven largely by an annual return-on-equity (ROE) based performance target; and, due to pandemic-related losses recorded under GAAP in the first quarter of 2020, Redwood’s 2020 ROE is expected to be negative, even though a significant portion of these losses were unrealized through the end of the second quarter of 2020;

Disciplined and extensive actions taken by Redwood’s executive management, together with the full Redwood workforce, to respond to the impacts of the pandemic have enabled the Company to operate through the end of the second quarter of 2020 while avoiding the need for dilutive capital raising and positioning the Company for future growth and opportunities; and

The impact of the pandemic on Redwood’s labor market has been significant; and competitors that focus on mortgage origination and government-supported sectors of the mortgage market have seen an increase in business activity (e.g., mortgage refinance activity), supported by Federal Reserve and other governmental actions, as well as other macroeconomic factors; and, as a result, competition for talent has increased, which prompted Redwood to take steps to at the end of the second quarter of 2020 to retain key non-executive employees.
After considering these factors, on August 5, 2020, the Compensation Committee made the following determinations and approvals:
Ensure that pay-for-performance principles continue to govern 2020 annual bonuses for current executive officers by:

Eliminating the ability of these executive officers to earn a Company financial performance component of their 2020 target annual bonuses; and

Continuing to provide each of these executive officers with an opportunity to earn a portion of 2020 target annual bonuses based on a year-end review of their individual contribution to recovering from the impacts of the pandemic and positioning Redwood for future growth and opportunities.
The following table details the components of the 2020 target annual bonus opportunity for these executive officers as approved in December 2019, and as adjusted by the Compensation Committee on August 5, 2020 as part of its initial response to the impact of the pandemic – i.e., illustrating the Committee’s reduction of 2020 target annual bonus opportunity for these executive officers to 33% of the level previously approved in December 2019.

Previously approvedAs adjusted
Component of 2020 target annual bonus opportunity:in Dec. 2019on Aug. 5, 2020
Company financial performance component (ROE-based):75% of target0% of target
Individual performance component:25% of target33% of target
Total 2020 target bonus opportunity:100% of target33% of target


Incentivize outperformance on a relative total stockholder return basis over a three-year service period while also providing a basic level of compensation certainty for continued service during that period through the grant of long-term awards with a cash settlement structure intended to limit potential dilution to shareholders.Amended Employment Agreements.


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A description of the terms of each of these long-term awards is set forth below.
Long-Term Relative TSR Performance Vesting Cash Award. On August 5, 2020, the Compensation Committee approved the grant of a Long-Term Relative TSR Performance Vesting Cash Award to each of the Named Executive Officers of the Company listed in the table below, pursuant to the Company’s Amended and Restated 2014 Incentive Award Plan (as amended, the “2014 Incentive Plan”). The terms of these Long-Term Relative TSR Performance Vesting Cash Awards are summarized below and are set forth in the form of award agreement included as Exhibit 10.4 hereto and incorporated by reference herein.

The Long-Term Relative TSR Performance Vesting Cash Awards granted on August 5, 2020 are performance-based awards under which the amount of value that vests and that the recipient becomes entitled to receive in cash following vesting will range from 0% to 400% of the granted award value, with vesting of these awards on the third anniversary of the grant date based on relative total stockholder return (“relative TSR”) and continued service through such third anniversary, as further described below.

Vesting of value under these Long-Term Relative TSR Performance Vesting Cash Awards will be determined based on Redwood’s relative TSR against a comparator group of companies measured over the three-year vesting period, as set forth in the table below, with under 60th percentile relative TSR performance correlating with no value vesting.

Relative TSR (X)Percentage of Granted Award Value that Vests
X < 60th percentile
0%
60th percentile ≤ X < 65th percentile
80%
65th percentile ≤ X < 70th percentile
120%
70th percentile ≤ X < 75th percentile
160%
75th percentile ≤ X < 80th percentile
200%
80th percentile ≤ X < 85th percentile
240%
85th percentile ≤ X < 90th percentile
280%
90th percentile ≤ X < 95th percentile
320%
95th percentile ≤ X < 100th percentile
360%
X = 100th percentile
400%


In the event of a termination of the recipient’s service (i) either without “cause” or for “good reason” or (ii) due to the recipient’s death or disability (with terminations of the type described in the foregoing clauses (i) and (ii) being referred to as “Qualifying Terminations”), in each case, during the three year performance vesting period, the Long-Term Relative TSR Performance Vesting Cash Award will remain outstanding and eligible to vest based on relative TSR during the three-year performance vesting period, with the value that ultimately vests (if any) pro-rated in connection with a termination by the Company without “cause” (based on the number of days the recipient was employed during the three-year performance vesting period).

In addition, in the event of a change in control, the vesting of value of these Long-Term Relative TSR Performance Vesting Cash Awards will be determined based on relative TSR through a shortened relative TSR performance measurement period ending with the change in control, but remain subject to forfeiture in the event of a termination of service (other than a Qualifying Termination) prior to the third anniversary of grant.

Three-Year Vesting Cash Award. On August 5, 2020, the Compensation Committee approved the grant of a Three-Year Vesting Cash Award to each of the Named Executive Officers of the Company listed in the table below, pursuant to the Company’s 2014 Incentive Plan. The terms of these Three-Year Vesting Cash Awards are summarized below and are set forth in the form of award agreement included as Exhibit 10.5 hereto and incorporated by reference herein.

The Three-Year Vesting Cash Awards granted on August 5, 2020 will vest over three years, with 25% of each award’s granted award value vesting based on service through the first anniversary of the grant date and 75% of each award’s granted award value vesting based on service through the third anniversary of the grant date. These Three-Year Vesting Cash Awards will also vest in full upon a termination of the recipient’s service (i) either without “cause” or for “good reason” or (ii) due to the recipient’s death or disability.


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Long-term award values granted on August 5, 2020 to Named Executive Officers are detailed in the table below.

Granted Award Values
Three-Year VestingLong-Term Relative TSR
Named Executive OfficerCash Award (1)Performance Vesting Cash Award (2)
Christopher J. Abate – CEO$1,000,000$750,000
Dashiell I. Robinson – President$825,000$618,800
Andrew P. Stone – Exec. Vice President,$355,000$266,300
General Counsel and Secretary
(1) As described above, one quarter of granted award value vests at first anniversary of grant; and three-quarters
of granted award value vests at third anniversary of grant.
(2) As described above, between 0% and 400% of granted award value vests at third anniversary of grant based on
relative TSR over that three-year period.

Separately, Fred J. Matera, a member of Redwood’s Board of Directors, also began serving on June 29, 2020 as Redwood’s Managing Director–Head of Residential (currently, on an interim basis) following the departure on June 26, 2020 of the employee who previously served in that role. While so serving in this additional role, Mr. Matera will remain as a member of the Board of Directors, but not receive cash compensation for his service as a member of the Board of Directors under Redwood’s cash compensation policy for non-employee directors. For his service as a Managing Director, Mr. Matera will be compensated as an employee and receive for each calendar month of such service (i) a grant of vested deferred stock units with a grant date value of $75,000 (in advance) and (ii) a cash payment of $75,000 (in arrears), and be eligible for standard benefits of the type generally provided to full-time Managing Director employees.


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Item 6. Exhibits
Exhibit
Number
Exhibit
3.1
3.1.1
3.1.2
3.1.3
3.1.4
3.1.5
3.1.6
3.1.7
3.1.8
3.1.9
3.1.10
3.1.11
3.1.12
3.2.1
3.2.2
3.2.3
10.110.1*
10.2
10.310.2*
10.410.3*
10.5
31.1
31.2
32.1
32.2
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Exhibit
Number
Exhibit
101Pursuant to Rule 405 of Regulation S-T, the following financial information from the Company’s Quarterly Report on Form 10-Q for the period ended JuneSeptember 30, 2020, is filed in inline XBRL-formatted interactive data files:

(i) Consolidated Balance Sheets at JuneSeptember 30, 2020 and December 31, 2019;
(ii) Consolidated Statements of Income (Loss) for the three and sixnine months ended JuneSeptember 30, 2020 and 2019;
(iii) Statements of Consolidated Comprehensive Income (Loss) for the three and sixnine months ended JuneSeptember 30, 2020 and 2019;
(iv) Consolidated Statements of Changes in Stockholders' Equity for the three and sixnine months ended JuneSeptember 30, 2020 and 2019;
(v) Consolidated Statements of Cash Flows for the sixnine months ended JuneSeptember 30, 2020 and 2019; and
(vi) Notes to Consolidated Financial Statements.
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Exhibit
Number
Exhibit
104Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)
______________________
* Indicates exhibits that include management contracts or compensatory plan arrangements.
106
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
REDWOOD TRUST, INC.
Date:August 7,November 6, 2020By:/s/ Christopher J. Abate
Christopher J. Abate
Chief Executive Officer
(Principal Executive Officer)
Date:August 7,November 6, 2020By:/s/ Collin L. Cochrane
Collin L. Cochrane
Chief Financial Officer
(Principal Financial and Accounting Officer)
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