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Principles of Consolidation
12 Months Ended
Dec. 31, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Principles of Consolidation Principles of ConsolidationGAAP 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.
Analysis of Consolidated VIEs
At December 31, 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 December 31, 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 $5 million, $220 million, $430 million, $28 million, and $242 million, respectively.
During the first quarter of 2020, we sold subordinate securities (and transferred directing certificate holder status as a result of these sales) 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).
Beginning in 2018, we consolidated two 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 December 31, 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 December 31, 2020, the estimated fair value of our investment in the Servicing Investment entities was $68 million.
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
December 31, 2020Legacy
Sequoia
Sequoia
Choice
Freddie Mac SLSTFreddie Mac
K-Series
CAFLServicing InvestmentTotal
Consolidated
VIEs
(Dollars in Thousands)
Residential loans, held-for-investment$285,935 $1,565,322 $2,221,153 $— $— $— $4,072,410 
Business purpose loans, held-for-investment— — — — 3,249,194 — 3,249,194 
Multifamily loans, held-for-investment— — — 492,221 — — 492,221 
Other investments— — — — — 251,773 251,773 
Cash and cash equivalents— — — — — 11,579 11,579 
Restricted cash148 — — — — 23,220 23,368 
Accrued interest receivable305 6,802 6,754 1,337 13,055 2,334 30,587 
Other assets638 — 646 — 2,930 5,723 9,937 
Total Assets$287,026 $1,572,124 $2,228,553 $493,558 $3,265,179 $294,629 $8,141,069 
Short-term debt$— $— $— $— $— $208,375 $208,375 
Accrued interest payable141 4,697 4,846 1,177 10,278 135 21,274 
Accrued expenses and other liabilities— 50 — — — 18,353 18,403 
Asset-backed securities issued282,326 1,347,357 1,793,620 463,966 3,013,093 — 6,900,362 
Total Liabilities$282,467 $1,352,104 $1,798,466 $465,143 $3,023,371 $226,863 $7,148,414 
Number of VIEs20 10 14 50 
December 31, 2019Legacy
Sequoia
Sequoia
Choice
Freddie Mac SLSTFreddie Mac
K-Series
CAFLServicing InvestmentTotal
Consolidated
VIEs
(Dollars in Thousands)
Residential loans, held-for-investment$407,890 $2,291,463 $2,367,215 $— $— $— $5,066,568 
Business purpose loans, held-for-investment— — — — 2,192,552 — 2,192,552 
Multifamily loans, held-for-investment— — — 4,408,524 — — 4,408,524 
Other investments— — — — — 184,802 184,802 
Cash and cash equivalents— — — — — 9,015 9,015 
Restricted cash143 27 — — — 21,766 21,936 
Accrued interest receivable655 9,824 7,313 13,539 9,572 4,869 45,772 
Other assets460 — 445 — 1,795 — 2,700 
Total Assets$409,148 $2,301,314 $2,374,973 $4,422,063 $2,203,919 $220,452 $11,931,869 
Short-term debt$— $— $— $— $— $152,554 $152,554 
Accrued interest payable395 7,732 5,374 12,887 7,485 187 34,060 
Accrued expenses and other liabilities— 27 — — — 14,956 14,983 
Asset-backed securities issued402,465 2,037,198 1,918,322 4,156,239 2,001,251 — 10,515,475 
Total Liabilities$402,860 $2,044,957 $1,923,696 $4,169,126 $2,008,736 $167,697 $10,717,072 
Number of VIEs20 10 49 
The following tables present income (loss) from these VIEs for the years ended December 31, 2020 and 2019.
Table 4.2 – Income (Loss) from Consolidated VIEs Accounted for as Collateralized Financing Entities
Year Ended December 31, 2020
Legacy
Sequoia
Sequoia
Choice
Freddie Mac SLSTFreddie Mac
K-Series
CAFLServicing InvestmentTotal
Consolidated
VIEs
(Dollars in Thousands)
Interest income$9,061 $87,093 $85,609 $54,813 $136,950 $17,665 $391,191 
Interest expense(5,945)(73,643)(62,483)(51,521)(105,732)(6,441)(305,765)
Net interest income 3,116 13,450 23,126 3,292 31,218 11,224 85,426 
Non-interest income
Investment fair value changes, net(1,512)(13,244)(21,160)(81,039)(39,574)(11,327)(167,856)
Total non-interest income, net(1,512)(13,244)(21,160)(81,039)(39,574)(11,327)(167,856)
General and administrative expenses— — — — — (867)(867)
Other expenses— — — — — 193 193 
Income (Loss) from Consolidated VIEs$1,604 $206 $1,966 $(77,747)$(8,356)$(777)$(83,104)
Year Ended December 31, 2019
Legacy
Sequoia
Sequoia
Choice
Freddie Mac SLSTFreddie Mac
K-Series
CAFLServicing InvestmentTotal
Consolidated
VIEs
(Dollars in Thousands)
Interest income$17,649 $108,798 $57,840 $132,600 $23,072 $14,511 $354,470 
Interest expense(14,418)(93,354)(42,574)(126,948)(17,173)(11,952)(306,419)
Net interest income 3,231 15,444 15,266 5,652 5,899 2,559 48,051 
Non-interest income
Investment fair value changes, net(1,545)6,947 27,206 21,430 (3,636)3,311 53,713 
Total non-interest income, net(1,545)6,947 27,206 21,430 (3,636)3,311 53,713 
General and administrative expenses— — — — — (343)(343)
Other expenses— — — — — (1,106)(1,106)
Income from Consolidated VIEs$1,686 $22,391 $42,472 $27,082 $2,263 $4,421 $100,315 
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 53 Sequoia securitization entities sponsored by us that are still outstanding as of December 31, 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 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.
During each of the years ended December 31, 2020 and 2019, we transferred residential loans to five Sequoia securitization entities sponsored by us, and accounted for these transfers as sales for financial reporting purposes. The following table presents information related to securitization transactions that occurred during the years ended December 31, 2020 and 2019.
Table 4.3 – Securitization Activity Related to Unconsolidated VIEs Sponsored by Redwood
Years Ended December 31,
(In Thousands)20202019
Principal balance of loans transferred$2,223,462 $1,872,910 
Trading securities retained, at fair value49,089 8,882 
AFS securities retained, at fair value4,187 4,847 
The following table summarizes the cash flows during the years ended December 31, 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
Years Ended December 31,
(In Thousands)20202019
Proceeds from new transfers$2,276,521 $1,912,334 
MSR fees received9,749 11,857 
Funding of compensating interest, net(405)(368)
Cash flows received on retained securities24,172 27,045 
The following table presents the key weighted average assumptions used to value securities retained at the date of securitization for securitizations completed during 2020 and 2019.
Table 4.5 – Assumptions Related to Assets Retained from Unconsolidated VIEs Sponsored by Redwood
Year Ended December 31, 2020Year Ended December 31, 2019
At Date of SecuritizationSenior IO SecuritiesSubordinate SecuritiesSenior IO SecuritiesSubordinate Securities
Prepayment rates29 %14 %25 %15 %
Discount rates14 %%14 %%
Credit loss assumptions0.27 %0.24 %0.20 %0.20 %
The following table presents additional information at December 31, 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)December 31, 2020December 31, 2019
On-balance sheet assets, at fair value:
Interest-only, senior and subordinate securities, classified as trading$20,982 $88,425 
Subordinate securities, classified as AFS136,475 140,649 
Mortgage servicing rights8,413 40,254 
Maximum loss exposure (1)
$165,870 $269,328 
Assets transferred:
Principal balance of loans outstanding$7,728,432 $10,299,442 
Principal balance of loans 30+ days delinquent138,029 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 December 31, 2020 and December 31, 2019.
Table 4.7 – Key Assumptions and Sensitivity Analysis for Assets Retained from Unconsolidated VIEs Sponsored by Redwood
December 31, 2020MSRs
Senior
Securities (1)
Subordinate Securities
(Dollars in Thousands)
Fair value at December 31, 2020$8,413 $17,333 $140,124 
Expected life (in years) (2)
238
Prepayment speed assumption (annual CPR) (2)
37 %31 %33 %
Decrease in fair value from:
10% adverse change
$906 $1,557 $452 
25% adverse change
2,058 3,754 2,298 
Discount rate assumption (2)
12 %21 %%
Decrease in fair value from:
100 basis point increase
$196 $337 $9,769 
200 basis point increase
380 659 18,650 
Credit loss assumption (2)
N/A0.41 %0.41 %
Decrease in fair value from:
10% higher losses
N/A$— $2,409 
25% higher losses
N/A— 5,915 
December 31, 2019MSRs
Senior
Securities (1)
Subordinate Securities
(Dollars in Thousands)
Fair value at December 31, 2019$40,254 $48,765 $180,309 
Expected life (in years) (2)
6614
Prepayment speed assumption (annual CPR) (2)
11 %14 %16 %
Decrease in fair value from:
10% adverse change
$1,643 $1,908 $205 
25% adverse change
3,913 5,086 1,434 
Discount rate assumption (2)
11 %12 %%
Decrease in fair value from:
100 basis point increase
$1,447 $1,079 $18,127 
200 basis point increase
2,795 2,482 33,630 
Credit loss assumption (2)
N/A0.21 %0.21 %
Decrease in fair value from:
10% higher losses
N/A$— $1,804 
25% higher losses
N/A— 4,520 

(1)Senior securities included $17 million and $49 million of interest-only securities at December 31, 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 December 31, 2020 and December 31, 2019, grouped by asset type.
Table 4.8 – Third-Party Sponsored VIE Summary
(In Thousands)December 31, 2020December 31, 2019
Mortgage-Backed Securities
Senior$11,131 $127,094 
Mezzanine2,014 508,195 
Subordinate173,523 235,510 
Total Mortgage-Backed Securities186,668 870,799 
Excess MSR14,133 16,216 
Total Investments in Third-Party Sponsored VIEs$200,801 $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.