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Principles of Consolidation | 6 Months Ended
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Jun. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract] |
Principles of Consolidation | Principles of Consolidation In the normal course of business, we enter into certain types of transactions with entities that are considered to be VIEs. The Company's primary involvement with VIEs has been related to its securitization transactions in which it transfers assets to securitization vehicles. We primarily securitize our acquired and originated loans, which provides a source of funding and has enabled us to transfer a certain portion of economic risk on loans or related debt securities to third parties. The entity that has a controlling financial interest in a VIE is referred to as the primary beneficiary and is required to consolidate the VIE. 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 We currently consolidate the assets and liabilities of variable interests in certain securitization vehicles in which we are the primary beneficiary. These include certain legacy Sequoia securitization entities issued prior to 2012, certain entities formed during and after 2012 in connection with the securitization of Redwood Select prime loans and Redwood Choice expanded-prime loans (all together referred to as "Sequoia"), entities formed in connection with the securitization of CoreVest residential investor term and bridge loans ("CAFL") and entities formed in connection with the securitization of HEI. We also consolidate the assets and liabilities of certain Freddie Mac K-series and Freddie Mac Seasoned Loans Structured Transaction ("SLST") securitizations (and re-securitization of such SLST securities) in which we have invested. 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 certain entities we are exposed to financial risks associated with our role as a sponsor or co-sponsor, servicing administrator, collateral administrator, or depositor of these entities or as a result of our having sold assets directly or indirectly to these entities. We also consolidate 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 June 30, 2024, we held an 80% ownership interest in, and were responsible for the management of, each entity. See Note 12 for a further description of these entities and the investments they hold and Note 14 for additional information on the minority partner’s non-controlling interest. Additionally, 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 17 for additional information on the servicer advance financing. During the fourth quarter of 2023 and the third quarter of 2021, we co-sponsored two HEI securitization transactions, and we consolidate the respective HEI securitization entities that we determined were VIEs and for which we determined we were the primary beneficiary. At June 30, 2024 and December 31, 2023, we owned a portion of the subordinate certificates issued by these entities and had certain decision-making rights for the entities. See Note 11 for a further description of these entities and the investments it holds and Note 14 for additional information on non-controlling interests in these entities. We consolidate these HEI securitization entities, but the securitization entities are independent of Redwood and the assets and liabilities are not owned by and are not legal obligations of Redwood. During the fourth quarter of 2023, 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. For certain of our consolidated VIEs, we have elected to account for the assets and liabilities of these entities as collateralized financing entities ("CFE"). A CFE is a variable interest entity that holds financial assets and issues beneficial interests in those assets, and these beneficial interests have contractual recourse only to the related assets of the CFE. Accounting guidance for CFEs allows companies to elect to measure both the financial assets and financial liabilities of a CFE using the more observable of the fair value of the financial assets or fair value of the financial liabilities. The net equity in an entity accounted for under the CFE election effectively represents the fair value of the beneficial interests we own in the entity. In addition to our consolidated VIEs for which we made the CFE election, we consolidate certain VIEs for which we did not make the CFE election and elected to account for the ABS issued by these entities at amortized cost. These include two CAFL bridge loan securitizations and the Freddie Mac SLST re-securitization. The following table presents a summary of the assets and liabilities of our consolidated VIEs. Table 15.1 – Assets and Liabilities of Consolidated VIEs
June 30, 2024 |  |  |  | Sequoia |  | CAFL(1) |  | Freddie Mac SLST(1) |  | Freddie Mac K-Series |  | Servicing Investment |  | HEI |  | Total Consolidated VIEs
(Dollars in Thousands) |  |  |  |  |  |  |  |
Residential consumer loans, held-for-investment |  |  |  | $ | 6,950,586 |  |  | $ | — |  |  | $ | 1,297,022 |  |  | $ | — |  |  | $ | — |  |  | $ | — |  |  | $ | 8,247,608 |
Residential investor loans, held-for-investment |  |  |  | — |  |  | 3,423,094 |  |  | — |  |  | — |  |  | — |  |  | — |  |  | 3,423,094 |
Consolidated Agency multifamily loans |  |  |  | — |  |  | — |  |  | — |  |  | 421,794 |  |  | — |  |  | — |  |  | 421,794 |
Home equity investments |  |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | 320,816 |  |  | 320,816 |
Other investments |  |  |  | — |  |  | — |  |  | — |  |  | — |  |  | 257,676 |  |  | — |  |  | 257,676 |
Cash and cash equivalents |  |  |  | — |  |  | — |  |  | — |  |  | — |  |  | 24,791 |  |  | — |  |  | 24,791 |
Restricted cash |  |  |  | 149 |  |  | 22,280 |  |  | — |  |  | — |  |  | — |  |  | 10,918 |  |  | 33,347 |
Accrued interest receivable |  |  |  | 31,821 |  |  | 18,481 |  |  | 4,678 |  |  | 1,257 |  |  | 2,383 |  |  | — |  |  | 58,620 |
Other assets |  |  |  | — |  |  | 49,640 |  |  | 2,527 |  |  | — |  |  | 4,181 |  |  | 99 |  |  | 56,447 |
Total Assets |  |  |  | $ | 6,982,556 |  |  | $ | 3,513,495 |  |  | $ | 1,304,227 |  |  | $ | 423,051 |  |  | $ | 289,031 |  |  | $ | 331,833 |  |  | $ | 12,844,193 |
Short-term debt |  |  |  | $ | — |  |  | $ | — |  |  | $ | — |  |  | $ | — |  |  | $ | 145,785 |  |  | $ | — |  |  | $ | 145,785 |
Accrued interest payable |  |  |  | 27,879 |  |  | 9,984 |  |  | 4,288 |  |  | 1,131 |  |  | 367 |  |  | — |  |  | 43,649 |
Accrued expenses and other liabilities |  |  |  | — |  |  | 6,650 |  |  | — |  |  | — |  |  | 43,058 |  |  | 72,269 |  |  | 121,977 |
Asset-backed securities issued |  |  |  | 6,686,531 |  |  | 3,058,191 |  |  | 1,204,835 |  |  | 387,791 |  |  | — |  |  | 218,203 |  |  | 11,555,551 |
Total Liabilities |  |  |  | $ | 6,714,410 |  |  | $ | 3,074,825 |  |  | $ | 1,209,123 |  |  | $ | 388,922 |  |  | $ | 189,210 |  |  | $ | 290,472 |  |  | $ | 11,866,962 |
Value of our investments in VIEs(1) |  |  |  | $ | 264,136 |  |  | $ | 444,932 |  |  | $ | 94,714 |  |  | $ | 34,003 |  |  | $ | 99,821 |  |  | $ | 41,361 |  |  | $ | 978,967 |
Number of VIEs |  |  |  | 48 |  |  | 21 |  |  | 3 |  |  | 1 |  |  | 3 |  |  | 2 |  |  | 78 |
December 31, 2023 |  |  |  | Sequoia |  | CAFL(1) |  | Freddie Mac SLST(1) |  | Freddie Mac K-Series |  | Servicing Investment |  | HEI |  | Total Consolidated VIEs
(Dollars in Thousands) |  |  |  |  |  |  |  |
Residential consumer loans, held-for-investment |  |  |  | $ | 4,780,203 |  |  | $ | — |  |  | $ | 1,359,242 |  |  | $ | — |  |  | $ | — |  |  | $ | — |  |  | $ | 6,139,445 |
Residential investor loans, held-for-investment |  |  |  | — |  |  | 3,734,321 |  |  | — |  |  | — |  |  | — |  |  | — |  |  | 3,734,321 |
Consolidated Agency multifamily loans |  |  |  | — |  |  | — |  |  | — |  |  | 425,285 |  |  | — |  |  | — |  |  | 425,285 |
Home equity investments |  |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | 305,717 |  |  | 305,717 |
Other investments |  |  |  | — |  |  | — |  |  | — |  |  | — |  |  | 257,489 |  |  | — |  |  | 257,489 |
Cash and cash equivalents |  |  |  | — |  |  | — |  |  | — |  |  | — |  |  | 9,482 |  |  | — |  |  | 9,482 |
Restricted cash |  |  |  | 163 |  |  | 33,921 |  |  | — |  |  | — |  |  | — |  |  | 10,821 |  |  | 44,905 |
Accrued interest receivable |  |  |  | 20,029 |  |  | 20,806 |  |  | 4,821 |  |  | 1,320 |  |  | 822 |  |  | — |  |  | 47,798 |
Other assets |  |  |  | — |  |  | 14,886 |  |  | 3,158 |  |  | — |  |  | 6,337 |  |  | 62 |  |  | 24,443 |
Total Assets |  |  |  | $ | 4,800,395 |  |  | $ | 3,803,934 |  |  | $ | 1,367,221 |  |  | $ | 426,605 |  |  | $ | 274,130 |  |  | $ | 316,600 |  |  | $ | 10,988,885 |
Short-term debt |  |  |  | $ | — |  |  | $ | — |  |  | $ | — |  |  | $ | — |  |  | $ | 153,653 |  |  | $ | — |  |  | $ | 153,653 |
Accrued interest payable |  |  |  | 16,293 |  |  | 11,537 |  |  | 4,496 |  |  | 1,190 |  |  | 416 |  |  | — |  |  | 33,932 |
Accrued expenses and other liabilities |  |  |  | — |  |  | 2,734 |  |  | — |  |  | — |  |  | 34,357 |  |  | 59,752 |  |  | 96,843 |
Asset-backed securities issued |  |  |  | 4,568,660 |  |  | 3,362,978 |  |  | 1,265,777 |  |  | 391,977 |  |  | — |  |  | 222,488 |  |  | 9,811,880 |
Total Liabilities |  |  |  | $ | 4,584,953 |  |  | $ | 3,377,249 |  |  | $ | 1,270,273 |  |  | $ | 393,167 |  |  | $ | 188,426 |  |  | $ | 282,240 |  |  | $ | 10,096,308 |
Value of our investments in VIEs(1) |  |  |  | $ | 211,638 |  |  | $ | 424,136 |  |  | $ | 96,623 |  |  | $ | 33,308 |  |  | $ | 85,704 |  |  | $ | 34,361 |  |  | $ | 885,770 |
Number of VIEs |  |  |  | 42 |  |  | 21 |  |  | 3 |  |  | 1 |  |  | 3 |  |  | 2 |  |  | 72 |
(1)The value of our investments in VIEs, as presented in this table, generally represents the fair value of the economic interests we own in VIEs (i.e., the securities or other interests we legally own in the consolidated securitizations or other VIEs). While most of our VIEs are accounted for under the CFE election (whereby the net equity in the VIE generally represents the fair value of our retained interests and associated accrued interest receivable), certain entities, including two CAFL bridge loan securitizations (included within the CAFL column), our SLST re-securitization (included within the Freddie Mac SLST column), and our Servicing Investment VIEs are not accounted for under the CFE election and their associated ABS issued are accounted for at amortized historical cost. As of June 30, 2024 and December 31, 2023, the fair value of our interests in the CAFL term loan securitizations accounted for under the CFE election were $337 million and $323 million, respectively, and the fair value of our interest in the CAFL bridge loan securitizations accounted for under the CFE election was $25 million and $22 million, respectively, with the difference from the tables above generally representing ABS issued and carried at amortized historical cost and accrued interest on our economic interests. As of June 30, 2024 and December 31, 2023, the fair value of our interests in the Freddie Mac SLST securitizations accounted for under the CFE election were $258 million and $274 million, respectively, with the difference from the tables above representing ABS issued and carried at amortized historical cost. The following tables present income (loss) from these VIEs for the three and six months ended June 30, 2024 and 2023. Table 15.2 – Income (Loss) from Consolidated VIEs
|  |  | Three Months Ended June 30, 2024
|  |  |  | Sequoia |  | CAFL |  | Freddie Mac SLST |  | Freddie Mac K-Series |  | Servicing Investment |  | HEI |  | Total Consolidated VIEs
(Dollars in Thousands) |  |  |  |  |  |  |  |
Interest income |  |  |  | $ | 80,881 |  |  | $ | 58,881 |  |  | $ | 14,308 |  |  | $ | 4,559 |  |  | $ | 7,403 |  |  | $ | — |  |  | $ | 166,032 |
Interest expense |  |  |  | (74,373) |  |  | (41,279) |  |  | (13,610) |  |  | (4,177) |  |  | (3,142) |  |  | — |  |  | (136,581) |
Net interest income |  |  |  | 6,508 |  |  | 17,602 |  |  | 698 |  |  | 382 |  |  | 4,261 |  |  | — |  |  | 29,451 |
Non-interest income |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Investment fair value changes, net |  |  |  | 4,322 |  |  | 2,597 |  |  | (5,137) |  |  | 452 |  |  | 10,649 |  |  | — |  |  | 12,883 |
HEI income, net |  |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | 4,176 |  |  | 4,176 |
Other income |  |  |  | — |  |  | 428 |  |  | — |  |  | — |  |  | — |  |  | — |  |  | 428 |
Total non-interest income, net |  |  |  | 4,322 |  |  | 3,025 |  |  | (5,137) |  |  | 452 |  |  | 10,649 |  |  | 4,176 |  |  | 17,487 |
General and administrative expenses |  |  |  | — |  |  | — |  |  | (14) |  |  | — |  |  | (39) |  |  | — |  |  | (53) |
Other expenses |  |  |  | — |  |  | — |  |  | — |  |  | — |  |  | (2,974) |  |  | — |  |  | (2,974) |
Income (loss) from Consolidated VIEs |  |  |  | $ | 10,830 |  |  | $ | 20,627 |  |  | $ | (4,453) |  |  | $ | 834 |  |  | $ | 11,897 |  |  | $ | 4,176 |  |  | $ | 43,911 |
|  |  | Six Months Ended June 30, 2024
|  |  |  | Sequoia |  | CAFL |  | Freddie Mac SLST |  | Freddie Mac K-Series |  | Servicing Investment |  | HEI |  | Total Consolidated VIEs
(Dollars in Thousands) |  |  |  |  |  |  |  |
Interest income |  |  |  | $ | 143,859 |  |  | $ | 119,875 |  |  | $ | 28,924 |  |  | $ | 9,140 |  |  | $ | 14,954 |  |  | $ | — |  |  | $ | 316,752 |
Interest expense |  |  |  | (133,195) |  |  | (84,562) |  |  | (27,591) |  |  | (8,376) |  |  | (6,361) |  |  | — |  |  | (260,085) |
Net interest income |  |  |  | 10,664 |  |  | 35,313 |  |  | 1,333 |  |  | 764 |  |  | 8,593 |  |  | — |  |  | 56,667 |
Non-interest income |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Investment fair value changes, net |  |  |  | 9,450 |  |  | 16,100 |  |  | (1,407) |  |  | 695 |  |  | 9,146 |  |  | — |  |  | 33,984 |
HEI income, net |  |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | 7,064 |  |  | 7,064 |
Other income |  |  |  | — |  |  | 733 |  |  | — |  |  | — |  |  | — |  |  | — |  |  | 733 |
Realized gains, net |  |  |  | — |  |  | 314 |  |  | — |  |  | — |  |  | — |  |  | — |  |  | 314 |
Total non-interest income, net |  |  |  | 9,450 |  |  | 17,147 |  |  | (1,407) |  |  | 695 |  |  | 9,146 |  |  | 7,064 |  |  | 42,095 |
General and administrative expenses |  |  |  | — |  |  | — |  |  | (28) |  |  | — |  |  | (90) |  |  | — |  |  | (118) |
Other expenses |  |  |  | — |  |  | — |  |  | — |  |  | — |  |  | (3,530) |  |  | — |  |  | (3,530) |
Income (loss) from Consolidated VIEs |  |  |  | $ | 20,114 |  |  | $ | 52,460 |  |  | $ | (102) |  |  | $ | 1,459 |  |  | $ | 14,119 |  |  | $ | 7,064 |  |  | $ | 95,114 |
|  |  | Three Months Ended June 30, 2023
|  |  |  | Sequoia |  | CAFL |  | Freddie Mac SLST |  | Freddie Mac K-Series |  | Servicing Investment |  | HEI |  | Total Consolidated VIEs
(Dollars in Thousands) |  |  |  |  |  |  |  |
Interest income |  |  |  | $ | 40,218 |  |  | $ | 54,583 |  |  | $ | 15,273 |  |  | $ | 4,698 |  |  | $ | 7,911 |  |  | $ | — |  |  | $ | 122,683 |
Interest expense |  |  |  | (36,653) |  |  | (38,545) |  |  | (10,650) |  |  | (4,311) |  |  | (3,796) |  |  | — |  |  | (93,955) |
Net interest income |  |  |  | 3,565 |  |  | 16,038 |  |  | 4,623 |  |  | 387 |  |  | 4,115 |  |  | — |  |  | 28,728 |
Non-interest income |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Investment fair value changes, net |  |  |  | 918 |  |  | 11,601 |  |  | (16,563) |  |  | 385 |  |  | 5,253 |  |  | — |  |  | 1,594 |
HEI income, net |  |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | 453 |  |  | 453 |
Other income |  |  |  | — |  |  | 212 |  |  | — |  |  | — |  |  | — |  |  | — |  |  | 212 |
Total non-interest income, net |  |  |  | 918 |  |  | 11,813 |  |  | (16,563) |  |  | 385 |  |  | 5,253 |  |  | 453 |  |  | 2,259 |
General and administrative expenses |  |  |  | — |  |  | — |  |  | — |  |  | — |  |  | (3) |  |  | — |  |  | (3) |
Other expenses |  |  |  | — |  |  | — |  |  | — |  |  | — |  |  | (1,904) |  |  | — |  |  | (1,904) |
Income (loss) from Consolidated VIEs |  |  |  | $ | 4,483 |  |  | $ | 27,851 |  |  | $ | (11,940) |  |  | $ | 772 |  |  | $ | 7,461 |  |  | $ | 453 |  |  | $ | 29,080 |
|  |  | Six Months Ended June 30, 2023
|  |  |  | Sequoia |  | CAFL |  | Freddie Mac SLST |  | Freddie Mac K-Series |  | Servicing Investment |  | HEI |  | Total Consolidated VIEs
(Dollars in Thousands) |  |  |  |  |  |  |  |
Interest income |  |  |  | $ | 77,405 |  |  | $ | 109,020 |  |  | $ | 30,766 |  |  | $ | 9,316 |  |  | $ | 15,725 |  |  | $ | — |  |  | $ | 242,232 |
Interest expense |  |  |  | (69,212) |  |  | (78,087) |  |  | (21,868) |  |  | (8,552) |  |  | (7,644) |  |  | — |  |  | (185,363) |
Net interest income |  |  |  | 8,193 |  |  | 30,933 |  |  | 8,898 |  |  | 764 |  |  | 8,081 |  |  | — |  |  | 56,869 |
Non-interest income |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Investment fair value changes, net |  |  |  | 3,266 |  |  | 1,919 |  |  | (7,629) |  |  | 748 |  |  | 4,206 |  |  | 878 |  |  | 3,388 |
Other income |  |  |  | — |  |  | 384 |  |  | — |  |  | — |  |  | — |  |  | — |  |  | 384 |
Total non-interest income, net |  |  |  | 3,266 |  |  | 2,303 |  |  | (7,629) |  |  | 748 |  |  | 4,206 |  |  | 878 |  |  | 3,772 |
General and administrative expenses |  |  |  | — |  |  | — |  |  | — |  |  | — |  |  | 7 |  |  | — |  |  | 7 |
Other expenses |  |  |  | — |  |  | — |  |  | — |  |  | — |  |  | (2,481) |  |  | — |  |  | (2,481) |
Income (loss) from Consolidated VIEs |  |  |  | $ | 11,459 |  |  | $ | 33,236 |  |  | $ | 1,269 |  |  | $ | 1,512 |  |  | $ | 9,813 |  |  | $ | 878 |  |  | $ | 58,167 |
Analysis of Unconsolidated VIEs with Continuing Involvement Since 2012, we have transferred residential consumer loans to 46 Sequoia securitization entities sponsored by us that are still outstanding as of June 30, 2024, and accounted for these transfers as sales for financial reporting purposes, in accordance with GAAP. 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-servicers to perform) and the receipt of interest income associated with the securities we retained. The following table presents additional information at June 30, 2024 and December 31, 2023, related to unconsolidated VIEs sponsored by Redwood and accounted for as sales since 2012. Table 15.3 – Unconsolidated VIEs Sponsored by Redwood
(In Thousands) |  | June 30, 2024 |  | December 31, 2023
On-balance sheet assets, at fair value: |  |  |  |
Interest-only, senior and subordinate securities, classified as trading |  | $ | 35,632 |  |  | $ | 31,690 |
Subordinate securities, classified as AFS |  | 88,165 |  |  | 78,942 |
Mortgage servicing rights |  | 12,301 |  |  | 10,885 |
Maximum loss exposure (1) |  | $ | 136,098 |  |  | $ | 121,517 |
Assets transferred: |  |  |  |
Principal balance of loans outstanding |  | $ | 3,627,578 |  |  | $ | 3,758,914 |
Principal balance of loans 30+ days delinquent |  | 14,278 |  |  | 22,367 |
(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. 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.

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- Definition The entire disclosure for a variable interest entity (VIE), including but not limited to, judgments and assumptions in determining whether to consolidate and in identifying the primary beneficiary, gain (loss) recognized on the initial consolidation of the VIE, terms of arrangements, amounts and classification of the VIE's assets and liabilities, and the entity's maximum exposure to loss. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 810 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/810/tableOfContent + Details
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