SEC Comment Letter for REDWOOD TRUST INC (RWT, RWTN, RWTO, RWTP, RWTQ, RWT-PA) (CIK 0000930236) (RWT) — Apr 1, 2013
REDWOOD TRUST INC (RWT, RWTN, RWTO, RWTP, RWTQ, RWT-PA) (CIK 0000930236)
Date: April 1, 2013 · CIK: 0000930236 · Accession: 0000000000-13-017232
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 001-13759
Letter
April 1, 2013 Via E -mail Christopher J. Abate Chief Financial and Accounting Officer Redwood Trust, Inc. One Belvedere Place , Suite 300 Mill Valley, CA 94941
Re: Redwood Trust, Inc. Form 10 -K for the Fiscal Y ear Ended December 31, 201 2 Filed February 26 , 2012 File No. 001-13759
Dear Mr. Abate :
We have reviewed your filing an d have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.
Please respond to this letter within ten business days by amending your filing, by providing the requested information, or by advising us when you will provide the requested response. If you do not believe our comme nts apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response.
After reviewing any amendment to your filing and the information you provide in response to these comments, we may have additio nal comments.
Form 10 -K for the Fiscal Year Ended December 31, 2012
Changes in Book Value and Estimated Non -GAAP Economic Value, page 50
1. Please tell us why management believes th e measure Estimated Non -GAAP Economic Value provide s useful information to investors. Please discuss in detail how the measure is calculated, and explain the reasons why adjustments are made to certain assets and liabilities to get to their fair values, and not others. For any adjustments, please also discuss any significant assumptions that were made. We may have further comment.
Cash and Cash Equivalents, page 51
2. Please revise your disclosure of the non -GAAP measures contained within your sources and uses of cash table to discuss why management believes these measures p rovide useful information to investors. Additionally, these measures should be presented with
Christopher J. Abate Redwood Trust, Inc. April 1, 2013 Page 2
the most directly comparable GAAP measures and reconciled to those measures. Refer to Item 10(e) of Regulation S -K.
We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the information the Securities Exchange Act of 1934 and all applicable Exchange Act rules require. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
In responding to our comments, please provide a written statement from the company acknowledging that:
the company is responsible for the adequacy and accuracy of the disclosure in the filing;
staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and
the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
If you have any questions, you may contact Eric McPhee at (202) 551 -3693 or me at (202) 551 -3486.
Sincerely,
/s/ Daniel L. Gordon
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April 1, 2013 Via E -mail Christopher J. Abate Chief Financial and Accounting Officer Redwood Trust, Inc. One Belvedere Place , Suite 300 Mill Valley, CA 94941 Re: Redwood Trust, Inc. Form 10 -K for the Fiscal Y ear Ended December 31, 201 2 Filed February 26 , 2012 File No. 001-13759 Dear Mr. Abate : We have reviewed your filing an d have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter within ten business days by amending your filing, by providing the requested information, or by advising us when you will provide the requested response. If you do not believe our comme nts apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your filing and the information you provide in response to these comments, we may have additio nal comments. Form 10 -K for the Fiscal Year Ended December 31, 2012 Changes in Book Value and Estimated Non -GAAP Economic Value, page 50 1. Please tell us why management believes th e measure Estimated Non -GAAP Economic Value provide s useful information to investors. Please discuss in detail how the measure is calculated, and explain the reasons why adjustments are made to certain assets and liabilities to get to their fair values, and not others. For any adjustments, please also discuss any significant assumptions that were made. We may have further comment. Cash and Cash Equivalents, page 51 2. Please revise your disclosure of the non -GAAP measures contained within your sources and uses of cash table to discuss why management believes these measures p rovide useful information to investors. Additionally, these measures should be presented with Christopher J. Abate Redwood Trust, Inc. April 1, 2013 Page 2 the most directly comparable GAAP measures and reconciled to those measures. Refer to Item 10(e) of Regulation S -K. We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the information the Securities Exchange Act of 1934 and all applicable Exchange Act rules require. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made. In responding to our comments, please provide a written statement from the company acknowledging that: the company is responsible for the adequacy and accuracy of the disclosure in the filing; staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. If you have any questions, you may contact Eric McPhee at (202) 551 -3693 or me at (202) 551 -3486. Sincerely, /s/ Daniel L. Gordon Daniel L. Gordon Branch Chief