false
0000930236
0000930236
2024-01-17
2024-01-17
0000930236
us-gaap:CommonStockMember
2024-01-17
2024-01-17
0000930236
us-gaap:SeriesAPreferredStockMember
2024-01-17
2024-01-17
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The
Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported): January 17, 2024
REDWOOD TRUST, INC.
(Exact name of registrant as specified in
its charter)
Maryland
(State or other
jurisdiction
of incorporation)
|
001-13759
(Commission
File Number)
|
68-0329422
(I.R.S. Employer
Identification No.) |
One
Belvedere Place
Suite 300
Mill Valley, California
94941
(Address of principal
executive offices and Zip Code)
(415) 389-7373
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section
12(b) of the Act:
Title of each class |
Trading symbol(s) |
Name
of each exchange on which registered |
Common Stock, par value $0.01 per share |
RWT |
New York Stock Exchange |
10%
Series A Fixed-Rate Reset Cumulative Redeemable Preferred Stock, par value $0.01 per share |
RWT PRA |
New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
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. ¨
Introductory Note
Unless otherwise indicated or unless the context requires otherwise,
all references in this report to “we,” “us,” “our,” or the “Company” refer to Redwood
Trust, Inc.
Item 2.02. Results of Operations and
Financial Condition.
Redwood Trust, Inc. is disclosing certain preliminary results
of operations for the quarter ended December 31, 2023.
Preliminary Estimate of Book Value Per
Common Share at December 31, 2023
Although our financial results for the fourth quarter of 2023 are
not yet finalized, on a preliminary basis we estimate, after giving effect to the payment of our fourth quarter common stock
dividend of $0.16 per share, book value per common share to be in the range of $8.58 to $8.68 at December 31, 2023, compared
to $8.77 at September 30, 2023. Interest rate and broader market volatility at the onset of the fourth quarter ultimately gave way
to declining interest rates and tightening credit spreads in the final month of 2023. During the fourth quarter of 2023, we
issued 12.6 million shares through our At-the-Market (“ATM”) program, and we invested the proceeds of such sales into,
among other things, our mortgage banking businesses and investment portfolio, as well as to repurchase certain convertible debt. We estimate that at December 31, 2023 our recourse leverage ratio was 2.2x
and our unrestricted cash balance was $293 million.
Estimated book value per common share at December 31, 2023 is
based on 131.5 million common shares issued and outstanding as of such date. Shares of common stock outstanding do not include a
total of approximately 76.5 million shares of common stock (i) issuable in respect of vested and unvested deferred stock units, and
restricted stock units; (ii) issuable in respect of unvested performance stock units (assuming maximum vesting under the
performance-based vesting formula), (iii) reserved for issuance under our equity and incentive compensation plans, (iv) reserved for
issuance under our at-the-market offering program, (v) reserved for issuance under our direct stock purchase and dividend
reinvestment plans, (vi) issuable upon conversion or exchange of our outstanding convertible or exchangeable notes or preferred
stock, (vii) issuable in respect of our employee stock purchase plan, or (viii) issuable in respect of our deferred compensation
plan in each case as of December 31, 2023.
Recourse leverage ratio is defined as our recourse debt divided
by tangible stockholders’ equity. As of December 31, 2023, recourse debt excludes an estimated $10.7 billion of consolidated
securitization debt (ABS issued and servicer advance financing) and other debt that is non-recourse to us, and tangible
stockholders’ equity excludes an estimated $52 million of goodwill and intangible assets. On a preliminary basis, we estimate
our recourse debt was $2.6 billion and that our stockholders’ equity was $1.2 billion at December 31, 2023.
Our financial statement closing and review procedures for the quarter
and year ended December 31, 2023 are not yet complete and, as a result, the financial results information set forth above reflects our
preliminary estimate with respect to such information, based on information currently available to management, and may vary from our actual
financial results as of and for the quarter and year ended December 31, 2023. Further, these preliminary estimates are not a comprehensive
statement or estimate of our financial results or financial condition as of and for the quarter and year ended December 31, 2023. These
preliminary estimates should not be viewed as a substitute for full interim and annual financial statements prepared in accordance with
GAAP and they are not necessarily indicative of the results to be achieved in any future period. Accordingly, you should not place undue
reliance on these preliminary estimates.
These preliminary estimates, which are the responsibility of our management,
were prepared by our management and are based upon a number of assumptions. Additional items that may require adjustments to these preliminary
estimates may be identified and could result in material changes to these preliminary estimates. Preliminary estimates of results are
inherently uncertain and we undertake no obligation to update this information. See “Cautionary Statement Regarding Forward-Looking
Statements” below and “Risk Factors” beginning on page 6 of our Annual Report on Form 10-K for the year ended December
31, 2022 for a discussion of factors that could impact our actual results of operations. Grant Thornton LLP, our independent registered
public accounting firm, has not audited, reviewed, compiled or performed any procedures with respect to this preliminary financial information.
Accordingly, Grant Thornton LLP does not express an opinion or provide any form of assurance with respect thereto.
The information contained in Item 2.02 is furnished to and not filed
with the Securities and Exchange Commission, and shall not be incorporated by reference into any registration statement or other document
filed under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as shall be expressly set
forth by specific reference in such filing.
Cautionary Statement Regarding Forward-Looking Statements
This Current Report on Form 8-K contains certain
“forward-looking” statements as that term is defined by Section 27A of the Securities Act and Section 21E of the
Exchange Act. Statements that are predictive in nature, that depend on or relate to future events or conditions, or that include
words such as “believes”, “anticipates”, “expects”, “may”, “will”,
“would,” “should”, “estimates”, “could”, “intends”, “plans”
or other similar expressions are forward-looking statements, including the Company’s preliminary financial results for the
quarter ended December 31, 2023. These forward-looking statements are based on the Company’s current assumptions, expectations
and beliefs and are subject to numerous risks, including, among other things, those set forth under the caption “Risk
Factors” in the Company’s most recent filings with the Securities and Exchange Commission, uncertainties, assumptions
and changes in circumstances that may cause the Company’s actual results, performance or achievements to differ materially
from those expressed or implied in any forward-looking statement. The Company cautions investors not to place undue reliance on the
forward-looking statements contained in this Current Report on Form 8-K.
Further information on these and other factors that could affect the
Company’s financial results and the forward-looking statements in this Current Report on Form 8-K is included in the Company’s
filings with the Securities and Exchange Commission, including, among others, the Company’s Annual Report on Form 10-K for the year
ended December 31, 2022, particularly under the captions “Risk Factors” and “Management’s Discussion and Analysis
of Financial Condition and Results of Operations.”
The Company undertakes no obligation to update or revise any forward-looking
statements, whether as a result of new information, future events, or otherwise.
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.
Date: January 17, 2024 |
REDWOOD TRUST, INC. |
|
|
|
By: |
/s/
Brooke E. Carillo |
|
|
Name: Brooke E. Carillo |
|
|
Title: Chief Financial Officer |
v3.23.4
Cover
|
Jan. 17, 2024 |
Document Information [Line Items] |
|
Document Type |
8-K
|
Amendment Flag |
false
|
Document Period End Date |
Jan. 17, 2024
|
Entity File Number |
001-13759
|
Entity Registrant Name |
REDWOOD TRUST, INC.
|
Entity Central Index Key |
0000930236
|
Entity Tax Identification Number |
68-0329422
|
Entity Incorporation, State or Country Code |
MD
|
Entity Address, Address Line One |
One
Belvedere Place
|
Entity Address, Address Line Two |
Suite 300
|
Entity Address, City or Town |
Mill Valley
|
Entity Address, State or Province |
CA
|
Entity Address, Postal Zip Code |
94941
|
City Area Code |
415
|
Local Phone Number |
389-7373
|
Written Communications |
false
|
Soliciting Material |
false
|
Pre-commencement Tender Offer |
false
|
Pre-commencement Issuer Tender Offer |
false
|
Entity Emerging Growth Company |
false
|
Common Stock [Member] |
|
Document Information [Line Items] |
|
Title of 12(b) Security |
Common Stock, par value $0.01 per share
|
Trading Symbol |
RWT
|
Security Exchange Name |
NYSE
|
Series A Preferred Stock [Member] |
|
Document Information [Line Items] |
|
Title of 12(b) Security |
10%
Series A Fixed-Rate Reset Cumulative Redeemable Preferred Stock, par value $0.01 per share
|
Trading Symbol |
RWT PRA
|
Security Exchange Name |
NYSE
|
X |
- DefinitionBoolean flag that is true when the XBRL content amends previously-filed or accepted submission.
+ References
+ Details
Name: |
dei_AmendmentFlag |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionFor the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.
+ References
+ Details
Name: |
dei_DocumentPeriodEndDate |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:dateItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
+ References
+ Details
Name: |
dei_DocumentType |
Namespace Prefix: |
dei_ |
Data Type: |
dei:submissionTypeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAddress Line 1 such as Attn, Building Name, Street Name
+ References
+ Details
Name: |
dei_EntityAddressAddressLine1 |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAddress Line 2 such as Street or Suite number
+ References
+ Details
Name: |
dei_EntityAddressAddressLine2 |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Definition
+ References
+ Details
Name: |
dei_EntityAddressCityOrTown |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCode for the postal or zip code
+ References
+ Details
Name: |
dei_EntityAddressPostalZipCode |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the state or province.
+ References
+ Details
Name: |
dei_EntityAddressStateOrProvince |
Namespace Prefix: |
dei_ |
Data Type: |
dei:stateOrProvinceItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionA unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityCentralIndexKey |
Namespace Prefix: |
dei_ |
Data Type: |
dei:centralIndexKeyItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionIndicate if registrant meets the emerging growth company criteria.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityEmergingGrowthCompany |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCommission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
+ References
+ Details
Name: |
dei_EntityFileNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:fileNumberItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTwo-character EDGAR code representing the state or country of incorporation.
+ References
+ Details
Name: |
dei_EntityIncorporationStateCountryCode |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarStateCountryItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityRegistrantName |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityTaxIdentificationNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:employerIdItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionLocal phone number for entity.
+ References
+ Details
Name: |
dei_LocalPhoneNumber |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 13e -Subsection 4c
+ Details
Name: |
dei_PreCommencementIssuerTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 14d -Subsection 2b
+ Details
Name: |
dei_PreCommencementTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTitle of a 12(b) registered security.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b
+ Details
Name: |
dei_Security12bTitle |
Namespace Prefix: |
dei_ |
Data Type: |
dei:securityTitleItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the Exchange on which a security is registered.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection d1-1
+ Details
Name: |
dei_SecurityExchangeName |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarExchangeCodeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Section 14a -Number 240 -Subsection 12
+ Details
Name: |
dei_SolicitingMaterial |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTrading symbol of an instrument as listed on an exchange.
+ References
+ Details
Name: |
dei_TradingSymbol |
Namespace Prefix: |
dei_ |
Data Type: |
dei:tradingSymbolItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Securities Act -Number 230 -Section 425
+ Details
Name: |
dei_WrittenCommunications |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Details
Name: |
us-gaap_StatementClassOfStockAxis=us-gaap_CommonStockMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_StatementClassOfStockAxis=us-gaap_SeriesAPreferredStockMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
Redwood (NYSE:RWT)
Historical Stock Chart
From Apr 2024 to May 2024
Redwood (NYSE:RWT)
Historical Stock Chart
From May 2023 to May 2024