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Thx! I finally sat down to read the latest 10-K filing this morning. I was struck how the word "Consolidated" was used often by both WMIH and it's auditing accounting firm, to define the degree of complete/ incompleteness of the audit and the filings.
Using consolidated so specifically, alluded that the opposite could be true as well. So I looked it up to see if Unconsolidated Subsidiarys do exist, and they do,. It's quite common.
To me, there's no reason to think that's not the hide-the-sausage game they have played amongst themselves to date...
Something to think about.... Unconsolidated Subs are used to hide liability so as not to reflect poorly on your Consolidated Books. DTC tracking marker value owed to those who released, is a future liability at some point in the future, against legacy assets returning to the old debtor after BK. And maybe WMIH/KKR is using as collatoral for Merger/Acquistions, this asset pool that largely(at the moment until disbursed) belongs to those who released. Certainly it had to have been the virtual collatoral fagainst loans for WMIH to Acquire Nationstar. SO I'd bet its still 100% being withheld for this future acquisition purpose...maybe until WMIH's balance sheet after growing Nationstar is strong enough to borrow on it own, without using any unconsolidated subs as collatoral.
Even if WMIH controls < 20% compared to legacy who released, they could be playing fast and loose with usage of it for growing COOP while they can, at our expense. If a person sells a house for $2M, that had a private mortgage note for $1.5M......that person could delay repaying that note just long enough to qualify for buying their next new home and mortgage.....so it looked like they had $2M in cash, when in fact they only had $500k.
The longer they hide it from us as an Unconsolidated subsidiary asset, the longer they get to use it. It's like free gas for the estate attorney's cars, when we the heirs haven't been told yet that what we actually inherited, is a gas station. All we got was a letter verifying inheritance rights to the estate after the specifics gets sorted out.
We just need to blow the doors open, and light a fire!
Whats interesting about those numbers is they stay nearly the same from 2007-2013. You'd think there'd be tremendous growth during those 12 years due to accumulating interest,, and yet at emergence from re-org, they report to be in the same place they started? Makes me think just enough was left in the WMI preferred managing sub to cover costs, and all the cream/profits were hidden somewhere else (another Unconsolidated Sub?)
And how'd it drop so fast from 2006? Sure the housing market was tightening up a bit, but 2006 was still red hot. For mortgage interest income to decline 500% would mean virtually every WAMU product was in default, and we know that's not true at all ! Senate hearings said less than 10% !! So where did those billions from 2006-2007 go?
Almost as if preparations were being made to be BK ready if need be. And then it was, in late 2008
haha, I figured as much!
What do you bet in 2008 the WMI Preferred managing subsidiary went to zero at bankruptcy !
I'm wondering if the WMI Preferred managing sub is considered an Unconsolidated Subsidiary since 2008. Our DTC tracking markers are worth zero at the moment in our brokerages. Zero current value x's 3000 name/place holders is still = 0.
So as an Unconsolidated Subsidiary, either "historical cost" in 2008, and/or the "purchase price" to me in 2012 WMIH Re-Org in my brokerage tracking marker, is literally Zero right now. No historical or purchase value = nothing to report to SEC legally if it's an Unconsolidated Subisidiary.
The managing WMIH subsidiary having a zero historical cost as an unconsolidated subsidiary, therefore has nothing to report on the consolidated SEC filings.. imo. zero at this moment in time, means zero to report or show anywhere. its worth 'nothing', at the time of reporting. We know its there, we see our tracking markers, they do exist....but until value replaces zero, then nothing gets reported to the SEC maybe?
Why is the value still zero; nothing? Maybe 12 years accumulated interest earnings still haven't been released yet by the 3rd party trustees? Its the only thing that makes sense.
So, what possible brainstorm issues could a third party trustee have, be worried about,.... to still legally justify and postpone releasing 12 years of accumulated interest that they have a legal and fiducial responsibility to lord over?
fdic? doubt it. Waiting till AG SCOTUS appeal window closes? could be technically speaking being used....
I realize stalling techniques are BS, but even BS lawsuits still occupy time and space in the legal system frivolous or not. And if someone's goal is to stall, why not be frivolous with our time and money? Kinda what I'd expect from these Kruel types.
Consolidated filer versus Unconsolidated filer. Learn the difference! It's what we are failing to see, IMO. https://www.investopedia.com/terms/u/unconsolidated-subsidiary.asp
Seeing how WMIH trading as COOP, and loves to SEC report and be accounting audited based on "Consolidated subsidiaries", I thought I'd read up on how "Unconsolidated Subsidiaries" can be hidden in plain sight on balance sheets and financial statements.
An Unconsolidated WMIH subsidiary, where WMIH/COOP has less than 20% or zero shareholder control..(like say where legacy who released for DTC markers own the majority), in true hide-the-sausage fashion, this "passive investment" can be hidden by recording this investment (no matter how massive it has grown to be over 12 years and counting...) under its 'historical cost' or 'purchase price'.
Unconsolidated Subsidiaries can literally be worth tens of billions of dollars right now, yet be reported on Consolidated financial statements under historical cost or purchase price.
When you look at what legacy WMI shares and DTC tracking markers are worth then and now, historical price is really nil.
WMIH trading as COOP has been able to literally sweep the entire value of legacy WMI, under the rug.
Interesting quote in PR
"The Company utilizes non-GAAP financial measures as the measures provide additional information to assist investors in understanding and assessing the Company’s and our business segments’ ongoing performance and financial results, as well as assessing our prospects for future performance. The adjusted operating financial measures facilitate a meaningful analysis and allow more accurate comparisons of our ongoing business operations because they exclude items that may not be indicative of or are unrelated to the Company’s and our business segments’ core operating performance"
All but admitting there are legacy WMI/WMIH not being accounted for.....in other words, its like their saying it'd be too complicated and confusing right now to include that info so we just leave that legacy stuff out for now, to just focus our core ongoing forward movements.
LOL
I get that.....But look a bit deeper....WMIH/COOP as an SPAC for KKR, WMIH/COOP claims interests in VIEs which are liability sheltered income earning vehicles to protect WMIH/COOP, by which that company can still use it as collateral to raise bonds or even as guarantees for future merger acquisitions.
sound familiar? How did WMIH qualify for loans to buy Nationstar? I think COOP/KKR is playing fast and loose (one more time to come) with the situation our legacy assets have been sheltered within. Time must be running out, hence the 8-k. Maybe these WMIH/COOP VIEs are going to be collateral for one last big KKR masterminded Merger/Acquistion by COOP within the next 60 days?
In a way, they are admitting some proof of life in these VIEs we knew had to always be there. Its just they aren't done using them yet.
Couple that with 382 ownership limitations (so the NOLs would no longer be in jeopardy) expiring in August 2021? I think another M/A is coming this spring
from google: SPE versus VIE. Mr Cooper Group uses GAAP if I'm not mistaken.
"SPE is a special purpose entity…under GAAP, if the SPE meets certain criteria (given below) then it is supposed to be consolidated (as opposed to before (pre-Enron) when SPEs were off balance sheet items) and the SPE is called a VIE if it would be consolidated.
VIE - co’s equity isn't enough to finance the co…OR…the investors/share holders dont make any decisions OR dont bear the risk OR dont recieve any capital gain…
ok now lets move on to IFRS (International Financial Reporting Standards)…IFRS still calls an SPE an SPE, if it meets the criteria for consolidation or not…and the criteria is - the parent gets the benefits from the SPE, parent makes the decisions, parent absorbs the risk as well as the reward and parent has residual interest in the SPE…
so its just a difference in the name as i said in their definitions… practically the same thing, and yet they’re not…"
So WMIH, now call Mr Cooper Group, says it has VIE investments on or off balance sheet. So, since we as shareholders don't make the decisions for the VIE investment trusts......because the appointed Trustees do for these various VIEs........kinda makes it sound like we are ALL still waiting on these independant 3rd party trustees under certain legal and fiduciary duties to disperse when appropriate.
Some technicality is still holding things up at the various VIE trustees, IMHO. Maybe its waiting on the WMILT last official breath for BK to really be over, over... Maybe its AG scotus appeal window period...Maybe its?
limitations to ownership: limitations to ownership protect the existence of NOLS to use against future income, and now they expect those limitations to end August 2021 ?
What can we infer by the dissapearance of those limitations?
1) that WMIH/Mr Coop is trying to run the clock out on retail until August 2021, by which they can wrest as many COOP shares from tired retail as possible going forward from September on? Seems unlikely as they can't affect DTC tracking markers in any way.
Or
2) Is a near future 'profitable' income event going to occur prior to August 2021, by which the Billions in NOLS are used up against this income event, by which said limitations to ownership are logically no longer even necessary?
Why is August 2021 the limit to 382 ownership issues?
I still think back to REIT's do have until June of any following tax year to report income with some small financial penalty. But with Billions in NOLS to use up......who cares about a few penalty bucks in a sense. If the legacy REITs report out to June 2021, then August 2021 as the end of '382 limitations to ownership', makes sense to me chronologically
What you highlighted is interesting to me, thanks. I think what needs to be defined first is who/what is "successor" and "predecessor" to really understand this.
Prior to merger, Both WMIH/legacy WMI and Nationstar had interests in securitization income. So when referencing the consolidation of financial statements, are they still just referring to Nationstar? to WMIH? to Both?
I'm away from desk, and haven't had a chance to read and absorb all this yet. On one hand, I could see this being the same old delay and usage of Nationstar's books, as a temporary cover-up for 'everything' legacy WMI......and on the other hand, I could see this quoted statement as correct for both Nationstar and WMIH reading between the lines as a double entendre.
So to me, defining the context of Predecessor and Successor in this financial statement up to 12/31/20, is the key to unlocking that door.
However, a lot has happened since 1/1/2020, and this financial statement is over 45 days old
Why does she waste her time here? + Why do hedgholes waste their time here? = She/They one and the same
That Note 6 is like Swiss Cheese. Full of holes, lol
no kidding! I've noticed that as well.
Exactly.
On a job site where I can't sit on the phone to wait. I did post what Schwab states in quotes about the delay out to Feb 19, 2021.
From Schwab: "In mid-February 2021, 1099s will be sent out for accounts that contain at least one investment for which the issuer can't provide information on time for the earlier mailing. Examples include ETFs and mutual funds, fixed income, REITs, UITs, WHFITs, and U.S. and foreign stocks that have been reclassified in the past. We expect these 1099s to be available on Schwab.com on Friday, February 19"
UQ = WMI Capital Trusts = REIT income
FYI EDIT: I'm think I'm at IHUB max post limit, so I can't further respond today
For me Schwab has always been mid January at the latest, for all accounts. And again, Schwab was on time in January for accounts without UQs....only
The Feb 19 delay on reporting, is only for accounts with my UQs. For the first time ever. For 10 years, tax statements for these same UQ accounts were always ready before mid January
Nope, if you read my posts completely. I have multiple accounts across multiple trading firms. Only the Cash/Brokerage accounts holding DTCC issued UQ tracking markers that I released to obtain.
All other accounts holding just COOP, or any other flavor, these tax documents were available weeks ago in January.
Something is up. Feb 12-19
tic toc
Ok, that slots in nicely chronologically with Schwab saying they anticipate posting 2020 tax statements on Feb 19, 2021.
tic toc
Thanks AZ! thanks for clarifying what I am seeing as well. Dang, imo - lol, we are close to seeing some major action before Febuary 19th!
Again no offense new poster, but you're publicly stating you have UQ dtcc tracking markers in your brokerage account and you have received your 2020 tax statement from TD and they are not delayed?
Thx AZ, to clarify... you're agreeing that 2020 tax information is delayed in your accounts holding UQs also?
Its quite interesting. I've never had to wait this long to get tax information from this account like this.
No offense, but can anyone else with a recognizable ID verify that they've received 2020 tax statements from their brokerage account that DOES contain UQ dtcc tracking markers?
TD provided you what specifically?
You're saying here, that you have exactly, a 2020 tax statement from TD Brokerage account that 'for real' holds UQ dtcc markers?
I find it compelling when I compare one brokerage account at Fidelity holding COOP only that had tax documents ready in January. Yet, Schwab Brokerage holds Both COOP and UQ dtcc markers, and it has delayed my tax liability documents for things like REIT investments (UQs) till Feb 19.
hmmm. My dates to eyeball are Feb 12-19.
From Schwab: "In mid-February 2021, 1099s will be sent out for accounts that contain at least one investment for which the issuer can't provide information on time for the earlier mailing. Examples include ETFs and mutual funds, fixed income, REITs, UITs, WHFITs, and U.S. and foreign stocks that have been reclassified in the past. We expect these 1099s to be available on Schwab.com on Friday, February 19"
Even more intriguing, is that my Fidelity Brokerage which holds only COOP, and no UQs markers... the 2020 tax statement was ready in January.
Clearly, something is upcoming with the UQ tracking markers issued by the DTC, IMO. Tax information for these REIT income based markers (WAMUQ), has never been delayed since 2008.
Yet for the first time, they are exercising the lawful right to report last years 2020 REIT income, in 2021 - late? Must've been a distribution made and on the way....
Yes thanks for correction. but either way the point I'm trying to make stands. In that what intrigues me, is that Schwab accounts where there is no future tax implication, I've received tax docs weeks ago, as I have for the past 10 years.
Yet, the Brokerage account that would have tax liabilities for 2020, due to a lawfully late REIT filing (WMI Capital Trusts), is delayed now for the first time since the collapse of WMI in 2008.
I hold many UQs, and COOP equally in both Brokerage and ROTH.
Make me wonder and anticipate about the the week between Feb 12 -19....
An interesting Schwab observation, and a WAG 8-ball IMO about when things get started here.... Somewhere between February 12th - 19th.
AZ mentioned the 10 days SEC required notification period upon completion of the 3 year 2nd Ownership Change, which 'should' be Febuary 12th 2021 at the latest. Which brings 2 simultaneous actions that can't be taken without the other at the same time. 2020 WMI/WMIH/COOP consolidated IRS tax filings for the entire legacy and newco business as a whole for the first time since 2007,....as well as the fiscal year 2020 release of legacy BK held-back interest income funds (2008-2020) through DTC markers for those who released. (Remember! I posted the link weeks ago, stating that REITs can lawfully delay year end reporting beyond 12/31 for 30-60 days without much penalty).
So, Today while gathering year end documents from Schwab for 2020 taxes, I noticed that my tax documents for ROTH IRAs were already done weeks ago and ready to print, as in every year prior.
However, my Brokerage account tax statement for 2020, won't be available until Feb 19. In years past it was available on 12/31, 1/16, 1/10....you get the picture. sure, it could be COVID related....
Now the 8-ball...wondering if the delayed tax documents for brokerage accounts are delayed just enough due to an upcoming corporate action from COOP and the DTC?
Why? What makes this interesting to me, is that I have UQ markers in ROTH and Brokerage Schwab accounts. And in a ROTH, IRS taxation isn't an IRS 1099 liability until I retire, so Schwab can produce the tax document instantly as they did, regardless of any future Corporate event or income impact for the account. However, my Brokerage account would have IRS tax implications for year 2020 if a last minute Corporate action for fiscal 2020 was about to occur (remember late tax filings by REITs are lawful), and I find it interesting that tax reporting in a tax liable account is coincidently delayed to just after a major COOP event to come. And as mentioned, my UQs in the ROTH, had tax statements issued weeks ago....2020 is long gone, there is no reason to postpone my Brokerage tax docs, when they already produced weeks ago my Roth tax documents - - and they BOTH hold the same flavors of COOP and UQs.
hmmmmm, I didn't have these Brokerage account tax statement delays or notifications in any prior year since 2008? So if nothing is changing and no money is coming, Why the delay now? Why now? Unless as AZ has explained so well, that the time is open us.
From Schwab: "In mid-February 2021, 1099s will be sent out for accounts that contain at least one investment for which the issuer can't provide information on time for the earlier mailing. Examples include ETFs and mutual funds, fixed income, REITs, UITs, WHFITs, and U.S. and foreign stocks that have been reclassified in the past. We expect these 1099s to be available on Schwab.com on Friday, February 19"
Thanks for your observations here, and the critical timeline analysis. It is definitely looking like a grand possibility, if not incredibly coincidental timing at the worst.
Yes AZ! Thanks for the clarification! Have a great day. Good times a' coming.
Ooops my bad. Sorry to have misread what you posted. "Asset Values".... not income from the assets. Didn't have glasses on.
so WOW, yes, most of the asset portfolio that generated the income has diminished over time. Thus leaving a tiny basis by which to generate some income over the last couple years.
Maybe? That’d be a nice thought... $57 B is an awful lot to churn through. Quite possible, in a (as of today) non reporting , soon to be consolidated sub!
Thx John! I needed that
Amazing they churned through $57B...holy moly. Nationstar wasn’t a cheap purchase, nor was running money for WMIH/COOP all these years.
It’s a crying shame for my Ps.
REITS can legally delay notification up to January 31st without penalty. Sort of a grace period if needed. Its not common.
They can can even postpone up to June, however, the financial and tangible costs associated make it extremely unlikely this will be go beyond January 31, 2021. Otherwise the REITS have to pay taxes,, and other penalties etc.if they go beyond Jan 31.
boarddork Tuesday, 12/29/20 06:10:35 PM
Re: None 0
Post # of 645612
Q4 2020 hasn't ended yet, but after all these years where retail is hated so much, I had to poke around a bit with regards to REIT distributions. I am not an expert, and maybe AZ can correct me as to whether the WMI Capital Trusts are REITS by this definition, as it may not be entirely applicable. But I did find it interesting amongst a cacophony of new IDs pushing hard against a 2020 year end distribution. I agree with AZ's research and I know he has adequately stated what should happen regarding the 90% Rule under the spotlight of Q4 ending.
I found a Tax Director, who lists some rare instances where a REIT Trustee 'could' postpone disbursements, but not with consequences, or ignoring the mandatory requirement to declare a dividend before Dec 31 - even if money comes later. I believe AZ has already mentioned this to some degree.
What is bothersome in reading this is numbers 1-3. As legacy retail is hated, some sadist might like #1 to delay paying retail another month - or this same sadist might like #2 by filing taxes late and tax extensions to postpone paying till June (although #2 costs the REIT excise taxes). The only thing about #3 that is bothersome is if by "consent of the shareholders"......it might mean that legacy WMI being the only shareholder, could it direct the REIT to not distribute the dividend income and leave it in the REIT while sticking us with the taxes?
Here are the highlights:
"What if Your REIT Doesn’t Meet Its Distribution Requirement?
JUNE 17, 2020
By David Nigliazzo
But what happens if the REIT fails to meet the distribution requirement? Are there any remedies?
Dividends must be pro rata and without “preference” within a single class of stock. There are three provisions that will remedy the situation when a REIT fails to meet its distribution test:
1) Declare the Dividend in the Current Tax Year and Pay in January of the Subsequent Year
If a REIT declares a dividend in Q4 of a taxable year (October, November, December) to shareholders of record in such quarter, but does not pay the dividend until January of the following year, the distribution is deemed to have been paid on the last day of the taxable year (i.e., December 31.) The REIT will include the distribution in the current taxable year; however, the shareholder will need to also include the dividend in their taxable income for the current tax year. These dividends are deemed paid on the last day of the taxable year. The REIT must have earnings and profits in the tax year in order to classify these distributions as dividends.
2) Declare and Pay the Dividend in the Subsequent Year Exposes REIT to excise taxes
If a REIT does not declare the dividend in the prior tax year, there is still a remedy. The REIT can deduct dividends in the prior tax year if the dividend is declared prior to the due date of the REIT’s tax return, including extension, and the dividend is paid in the 12-month period following the close of the REIT tax year. Once the dividend is declared with regard to the prior tax year, it must be paid no later than the next regularly scheduled dividend.
For example, assume that a REIT typically makes distributions on June 30 and December 31 each year. On May 15 of the current year—the year subsequent to the tax year—the REIT declares a dividend related to the prior tax year to solve its distribution requirement. The dividend related to the prior tax year must be distributed no later than June 30. The distribution must be from the earnings and profits of the prior tax year. Under this scenario, the REIT will deduct the dividend in the prior tax year; however, the shareholder will be taxed on the REIT in the year in which it was paid. This option may cause the REIT to be subject to the excise tax for the prior tax year.
3) Declare a Consent Dividend Requires shareholder WMI (and others?) consent prior (maybe someone research the IRS form 972, 973)
A “consent dividend” is a constructive distribution from the REITs earnings and profits. From a shareholder’s perspective, it is treated as a taxable dividend on the federal income tax return in the current year. It is considered as if the shareholder immediately reinvested the dividend back into the REIT, increasing the paid-in capital of the REIT and increasing the shareholders basis in the REIT stock. This will allow the REIT to keep the cash in the REIT and increase the shareholders’ investment in the REIT. All shareholders must consent to the dividend by completing and signing Form 972, and the REIT will complete Form 973. Both forms must be submitted with the REIT’s tax return and by the REIT’s tax filing due date, including extensions. If a shareholder does not consent and is not distributed cash, then there is a preferential dividend with regard to the class of stock having the consent dividend, and no amounts with regard to that stock are eligible for the dividends paid deduction.
4) None of the Above REIT status would be canceled - I doubt they'd risk this
If a REIT fails to meet the distribution requirement and does not elect one of the three aforementioned solutions, it will fail to be a REIT and will be taxed as a C corporation. Some practitioners believe if an entity continues to pass all other REIT requirements, the REIT will be taxed as a REIT in the subsequent tax year. Others view that the five-year prohibition on re-election applies, and the REIT will be taxed as a C corporation for the five-year period. Given the uncertainty of the application of this rule, it is critical for a REIT to meet its dividend distribution requirement.
5) SALT Issues a REITs primary objective is to avoid taxes, I doubt it comes to this.
A REIT should also be aware of potential state and local tax issues. While some jurisdictions comply with federal law for REITs, some do not, specifically regarding consent dividends. This could cause the REIT to have an income tax liability in state and local jurisdictions, even if there is no federal taxable income. State adjustments can also cause a REIT to have state income and, therefore, state income tax liability. Furthermore, some states have a franchise, excise, or net worth tax to which the REIT will be subject.
A best practice is to monitor the REIT’s estimated taxable income and distributions paid throughout the year in order to comply with REIT distribution requirements and avoid a potential shortfall. An essential part of REIT compliance is ensuring the REIT meets distribution requirements. If there is a deficiency in the REIT’s distributions at year-end, contact your tax advisor to discuss and assess your best options to ensure the REIT’s compliance with the distribution requirement.
https://www.eisneramper.com/reit-distribution-requirement-0620/
COOP and Washington Federal trading price been pretty similar lately. Maybe COOP needs a bank?
My Schwab still has P escrow in Bonds.
FDIC balance sheet has been inaccessible for a few days now.. Maybe this small amount is LIBOR FDIC related....
the timing is odd, but certainly not proof
try to CLICK on "Balance sheet" or "P&AA". Why do I have to keep repeating what the exact issue is? Of course I can access the main menu.
Try clicking Balance Sheet, P&AA, and Amendments to P&AA........I still can't access any of those pages !! Maybe its just me, lol, and I've been 8-balled.
I get error page "405 Not Allowed. nginx"
I'm using FDIC link https://www.fdic.gov/Bank/individual/failed/wamu.html
The fact that the FDIC Wamu site is/has been down (for pending updates?), does make me wonder if such a small amount as $.26 could be more aligned with LIBOR settlements, or such?
for days now, you still cannot access:
WAMU's
1) P&AA
2) Amendments to the P&AA. this contained POA for JPM, Wells Fargo, etc.
and most importantly
3) receivership 'Balance Sheet Summary', is an error code.
hmm
To note: There are multiple Trustees, with different fiduciary duties to both large and small pools of assets. I would expect to see multiple and variable amounts trickle and flood in when the time is right.
What's interesting here, is that many bond cusips the Trustees manage are overseas issue. So in a way it maybe makes sense to see the first indicator ripple start over there.
The Austrian poster's cusip wasn't removed from his account after the deposit, so there is hopefully more to come.
hopefully this is the start of something big.