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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
Amendment No.2 to
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED: DECEMBER 31, 2001
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO
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COMMISSION FILE NUMBER: 1-13759
REDWOOD TRUST, INC.
(Exact name of Registrant as specified in its Charter)
MARYLAND 68-0329422
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
591 REDWOOD HIGHWAY, SUITE 3100
MILL VALLEY, CALIFORNIA 94941
(Address of principal executive offices) (Zip Code)
(415) 389-7373
(Registrant's telephone number, including area code)
Securities registered pursuant Name of Exchange on
to Section 12(b) of the Act: Which Registered:
CLASS B 9.74% CUMULATIVE NEW YORK STOCK EXCHANGE
CONVERTIBLE PREFERRED STOCK,
PAR VALUE $0.01 PER SHARE
(Title of Class)
COMMON STOCK, PAR VALUE $0.01 PER SHARE NEW YORK STOCK EXCHANGE
(Title of Class)
Securities registered pursuant to Section 12(g) of the Act:
NONE
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
At March 21, 2002 the aggregate market value of the voting stock held by
non-affiliates of the Registrant was $393,359,292.
The number of shares of the Registrant's Common Stock outstanding on March 21,
2002 was 14,623,022. The number of shares of the Registrant's Preferred Stock
outstanding on March 21, 2002 was 902,068.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant's definitive Proxy Statement issued in connection
with the 2002 Annual Meeting of Stockholders are incorporated by reference into
Part III.
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PART IV
The Company's Form 10-K Annual Report for the Fiscal Year Ended December 31,
2001 is hereby amended to add Schedule IV thereto.
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) Documents filed as part of this report:
(2) Schedules to Consolidated Financial Statements:
Schedule IV and Report of Independent Accountants
thereon
SIGNATURES
Pursuant to the requirements of Section 13 of the Securities Act of 1934, the
Registrant has duly caused this amendment to its report on Form 10-K to be
signed on its behalf by the undersigned thereunto duly authorized.
REDWOOD TRUST, INC.
Dated: April 24, 2002 By:/s/ Harold F. Zagunis
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Harold F. Zagunis
Chief Financial Officer,
Secretary, Treasurer
and Controller
(Principal Financial and
Accounting Officer)
REPORT OF INDEPENDENT ACCOUNTANTS ON
FINANCIAL STATEMENT SCHEDULES
To the Board of Directors and Stockholders of
Redwood Trust, Inc.:
Our audits of the consolidated financial statements referred to in our report
dated February 26, 2002 appearing in the Annual Report on Form 10-K for the
fiscal year ended December 31, 2001 of Redwood Trust, Inc. also included an
audit of the financial statement schedules listed in Item 14(a)(2) of this Form
10-K/A (Amendment No. 2). In our opinion, these financial statement schedules
present fairly, in all material respects, the information set forth therein when
read in conjunction with the related consolidated financial statements.
PricewaterhouseCoopers LLP
February 26, 2002
REDWOOD TRUST, INC.
SCHEDULE IV - MORTGAGE LOANS ON REAL ESTATE
DECEMBER 31, 2001
Interest Rate Interest Maturity
Mortgage Loan Description/Type Index Rate Date
1st Lien Adjustable Rate Residential Mortgage Loans 1 Month LIBOR 2.88% - 5.30% 2021 - 2029
1st Lien Adjustable Rate Residential Mortgage Loans 6 Month LIBOR 2.94% - 8.33% 2021 - 2027
1st Lien Adjustable Rate Residential Mortgage Loans 1 Year CMT 5.25% - 10.75% 2004 - 2018
Total Residential Mortgage Loans
1st Lien Adjustable Rate Commercial Mortgage Loans 1 Month LIBOR, with interest
rate floor of 9.125% - 10.75% 9.125% - 10.75% 2002 - 2003
1st Lien Adjustable Rate Commercial Mortgage Loans 3 and 6 Month LIBOR, with
interest rate floor of 9.375% 9.375% 2003 - 2004
1st Lien Hybrid Commercial Mortgage Loans Fixed through March 2004; 6
Month LIBOR through maturity 10.875% 2009
Total Commercial Mortgage Loans
Net Carrying Delinquent Face Amount
Mortgage Loan Description/Type Value Principal of Mortgage
1st Lien Adjustable Rate Residential Mortgage Loans 394,134,407.00 1,559,038.00 391,219,634.00
1st Lien Adjustable Rate Residential Mortgage Loans 817,818,191.00 1,555,804.00 814,788,997.00
1st Lien Adjustable Rate Residential Mortgage Loans 262,909,464.00 1,946,513.00 264,459,806.00
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Total Residential Mortgage Loans 1,474,862,062.00 5,061,355.00 1,470,468,437.00
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1st Lien Adjustable Rate Commercial Mortgage Loans
26,073,937.00 -- 26,184,860.00
1st Lien Adjustable Rate Commercial Mortgage Loans
15,788,616.00 -- 16,099,073.00
1st Lien Hybrid Commercial Mortgage Loans
9,221,167.00 -- 9,506,357.00
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Total Commercial Mortgage Loans 51,083,720.00 -- 51,790,290.00
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REDWOOD TRUST, INC.
SCHEDULE IV - MORTGAGE LOANS ON REAL ESTATE
DECEMBER 31, 2001
(ALL DOLLARS IN THOUSANDS)
Residential Commercial Total
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Mortgage Loans on Real Estate at January 1, 2001 1,130,997 76,082 1,207,079
Acquisitions 674,812 1,710 676,522
Sales -- (7,731) (7,731)
Principal Payments (323,899) (18,916) (342,815)
Amortization (6,720) 224 (6,496)
Credit Provision (767) -- (767)
Net Charge Offs 382 -- 382
Lower of Cost or Market Adjustment (Income Statement) 57 (285) (228)
Mortgage Loans on Real Estate at December 31, 2001 1,474,862 51,084 1,525,946