Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Mar. 31, 2014 | 8-May-14 | |
Document And Entity Information [Abstract] | ' | ' |
Document Type | '10-Q | ' |
Amendment Flag | 'false | ' |
Document Period End Date | 31-Mar-14 | ' |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q1 | ' |
Trading Symbol | 'WMIH | ' |
Entity Registrant Name | 'WMI HOLDINGS CORP. | ' |
Entity Central Index Key | '0000933136 | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Filer Category | 'Accelerated Filer | ' |
Entity Common Stock, Shares Outstanding | ' | 202,092,351 |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Investments held in trust, at fair value: | ' | ' |
Fixed-maturity securities | $130,317 | $145,904 |
Cash equivalents held in trust | 37,891 | 33,093 |
Total investments held in trust | 168,208 | 178,997 |
Cash and cash equivalents | 4,463 | 11,986 |
Fixed-maturity securities, at fair value | 86,163 | 72,897 |
Restricted cash | 106 | 115 |
Accrued investment income | 1,100 | 1,110 |
Deferred offering costs | 13,119 | 1,071 |
Other assets | 1,071 | 1,462 |
Total assets | 274,230 | 267,638 |
Liabilities: | ' | ' |
Notes payable - principal | 107,431 | 105,502 |
Notes payable - interest | 1,164 | 1,143 |
Losses and loss adjustment reserves | 34,837 | 44,314 |
Losses payable | 1,426 | 2,517 |
Unearned premiums | 1,267 | 1,394 |
Accrued ceding commissions | 50 | 102 |
Loss contract fair market value reserve | 46,319 | 46,319 |
Other liabilities | 520 | 1,218 |
Total liabilities | 193,014 | 202,509 |
Commitments and contingencies | ' | ' |
Shareholders' equity: | ' | ' |
Common stock, $0.00001 par value, 500,000,000 authorized; 202,092,351 and 201,842,351 shares issued and outstanding as of March 31, 2014 and December 31, 2013, respectively | 2 | 2 |
Additional paid-in capital | 106,064 | 77,142 |
Accumulated deficit | -24,850 | -12,015 |
Total shareholders' equity | 81,216 | 65,129 |
Convertible preferred stock, $0.00001 par value, 5,000,000 authorized; 1,000,000 and zero shares issued and outstanding as of March 31, 2014 and December 31, 2013, respectively | ' | ' |
Total liabilities and shareholders' equity | $274,230 | $267,638 |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets (Parenthetical) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
Statement Of Financial Position [Abstract] | ' | ' |
Convertible preferred stock, par value | $0.00 | $0.00 |
Convertible preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Convertible preferred stock, shares issued | 1,000,000 | 0 |
Convertible preferred stock, shares outstanding | 1,000,000 | 0 |
Common stock, par value | $0.00 | $0.00 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 202,092,351 | 201,842,351 |
Common stock, shares outstanding | 202,092,351 | 201,842,351 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Operations (USD $) | 3 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Revenues: | ' | ' |
Premiums earned | $2,166 | $3,405 |
Net investment income | 668 | 696 |
Total revenues | 2,834 | 4,101 |
Expenses: | ' | ' |
Losses and loss adjustment expense | 1,104 | 2,914 |
Ceding commission expense | 213 | 364 |
General and administrative expense | 1,447 | 1,420 |
Loss contract reserve fair market value change | ' | -987 |
Interest expense | 3,450 | 4,206 |
Total expense | 6,214 | 7,917 |
Loss before federal income taxes | -3,380 | -3,816 |
Income tax expense (benefit) | ' | ' |
Net loss | -3,380 | -3,816 |
Preferred deemed dividend | -9,455 | ' |
Net loss attributable to common shareholders | ($12,835) | ' |
Basic and diluted net (loss) per share attributable to common shareholders | ($0.06) | ($0.02) |
Shares used in computing basic and diluted net (loss) per share | 200,474,070 | 200,055,664 |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements of Changes in Shareholders' Equity (USD $) | Total | Common Stock [Member] | Preferred Stock [Member] | Additional Paid-In Capital [Member] | Accumulated (deficit) [Member] |
In Thousands, except Share data | |||||
Beginning Balance at Dec. 31, 2012 | $64,390 | $2 | ' | $76,741 | ($12,353) |
Beginning Balance, Shares at Dec. 31, 2012 | ' | 201,156,078 | ' | ' | ' |
Net income (loss) | 338 | ' | ' | ' | 338 |
Issuance of common stock under restricted share compensation arrangement | ' | ' | ' | ' | ' |
Issuance of common stock, Shares | ' | 686,273 | ' | ' | ' |
Issuance of preferred stock, net of offering costs, Shares | 0 | ' | ' | ' | ' |
Stock based compensation | 401 | ' | ' | 401 | ' |
Ending Balance at Dec. 31, 2013 | 65,129 | 2 | ' | 77,142 | -12,015 |
Ending Balance, Shares at Dec. 31, 2013 | 201,842,351 | 201,842,351 | ' | ' | ' |
Net income (loss) | -3,380 | ' | ' | ' | -3,380 |
Issuance of common stock under restricted share compensation arrangement | ' | ' | ' | ' | ' |
Issuance of common stock, Shares | ' | 250,000 | ' | ' | ' |
Issuance of preferred stock, net of offering costs | 9,455 | ' | ' | 9,455 | ' |
Issuance of preferred stock, net of offering costs, Shares | 1,000,000 | ' | 1,000,000 | ' | ' |
Preferred deemed dividend | -9,455 | ' | ' | 9,455 | -9,455 |
Issuance of warrants to purchase common stock, net of offering costs | 9,883 | ' | ' | 9,883 | ' |
Stock based compensation | -129 | ' | ' | 129 | ' |
Ending Balance at Mar. 31, 2014 | $81,216 | $2 | $0 | $106,064 | ($24,850) |
Ending Balance, Shares at Mar. 31, 2014 | 202,092,351 | 202,092,351 | 1,000,000 | ' | ' |
Condensed_Consolidated_Stateme2
Condensed Consolidated Statements of Cash Flows (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Cash flows from operating activities: | ' | ' |
Net income (loss) | ($3,380) | ($3,816) |
Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities: | ' | ' |
Amortization of bond premium or discount | 529 | 488 |
Net realized (gain) loss on sale of investments | -27 | -134 |
Unrealized (gain) loss on trading securities | -66 | 812 |
Equity-based compensation expense | 129 | 46 |
Changes in assets and liabilities: | ' | ' |
Accrued investment income | 10 | 89 |
Other assets | 391 | 35 |
Change in cash held in trust | -4,798 | 1,140 |
Change in restricted cash | 9 | 25,005 |
Losses and loss adjustment reserves | -9,477 | -4,125 |
Losses payable | -1,091 | 244 |
Unearned premiums | -127 | -31 |
Accrued ceding commission expense | -52 | -18 |
Accrued interest on notes payable | 21 | -223 |
Loss contract fair market value reserve | ' | -987 |
Other liabilities | -698 | 63 |
Total adjustments | -15,247 | 22,404 |
Net cash (used in) provided by operating activities | -18,627 | 18,588 |
Cash flows from investing activities: | ' | ' |
Purchase of investments | -249,770 | -76,895 |
Proceeds from sales and maturities of investments | 251,655 | 71,651 |
Net cash provided by (used in) investing activities | 1,885 | -5,244 |
Cash flows from financing activities: | ' | ' |
Proceeds from issuance of preferred stock | 11,072 | ' |
Fees incurred preferred stock issuance | -1,617 | ' |
Proceeds from sale of warrants to purchase common stock | 11,500 | ' |
Fees incurred relating to warrants issued | -1,617 | ' |
Deferred offering costs | -12,048 | ' |
Notes payable - principal repayments | ' | -21,282 |
Notes payable - principal issued | 1,929 | 711 |
Net cash provided by (used in) financing activities | 9,219 | -20,571 |
Increase (decrease) in cash and cash equivalents | -7,523 | -7,227 |
Cash and cash equivalents, beginning of period | 11,986 | 16,761 |
Cash and cash equivalents, end of period | 4,463 | 9,534 |
Cash paid during the period: | ' | ' |
Interest | 1,500 | 3,718 |
Supplementary disclosure of non-cash investing and financing activities: | ' | ' |
Notes payable issued in lieu of cash interest payments | 1,929 | 711 |
Preferred deemed dividend recorded due to beneficial conversion feature | $9,455 | ' |
The_Company_and_its_Subsidiari
The Company and its Subsidiaries | 3 Months Ended | |||
Mar. 31, 2014 | ||||
Accounting Policies [Abstract] | ' | |||
The Company and its Subsidiaries | ' | |||
Note 1: The Company and its Subsidiaries | ||||
WMI Holdings Corp. | ||||
WMI Holdings Corp. (“WMIHC”) is a holding company organized and existing under the law of the State of Washington. WMIHC, formerly known as Washington Mutual, Inc. (“WMI”), is the direct parent of WM Mortgage Reinsurance Company, Inc. (“WMMRC”), a Hawaii corporation, and WMI Investment Corp. (“WMIIC”), a Delaware corporation. As described below, WMIHC is a successor to WMI, as and to the extent described in the Plan (defined below). | ||||
Prior to September 26, 2008 (the “Petition Date”), WMI was a multiple savings and loan holding company that owned Washington Mutual Bank (“WMB”) and, indirectly, WMB’s subsidiaries, including Washington Mutual Bank fsb (“FSB”). As of the Petition Date, WMI also owned, directly or indirectly, several non-banking, non-debtor subsidiaries. Prior to the Petition Date, WMI was subject to regulation and examination by the Office of Thrift Supervision (the “OTS”). WMB and FSB, in turn, as depository institutions with federal thrift charters, were subject to regulation and examination by the OTS. In addition, WMI’s banking and non-banking subsidiaries were overseen by various federal and state authorities, including the Federal Deposit Insurance Corporation (“FDIC”). | ||||
On September 25, 2008, the OTS, by order number 2008-36, closed WMB, appointed the FDIC as receiver for WMB (the “FDIC Receiver”) and advised that the FDIC Receiver was immediately taking possession of WMB’s assets. Immediately after its appointment as receiver, the FDIC Receiver sold substantially all the assets of WMB, including the stock of FSB, to JPMorgan Chase Bank, National Association (“JPMC”), pursuant to that certain Purchase and Assumption Agreement, Whole Bank, effective September 25, 2008, in exchange for payment of $1.88 billion and the assumption of all of WMB’s deposit liabilities. As a result of this transaction, substantially all of the business and accounting records of WMI became the property of JPMC and WMIHC had extremely limited access to such records. The foregoing notwithstanding, over time, limited access to such records was obtained through information sharing arrangements. Access to WMMRC’s historical records was not significantly affected by WMB’s closure and receivership. | ||||
On the Petition Date, WMI and WMIIC (together, referred to herein as the “Debtors”) each filed voluntary petitions for relief under Chapter 11 of Title 11 of the United States Code in the Bankruptcy Court for the District of Delaware (the “Court”) (Case No.08-12229 (MFW)). | ||||
On December 12, 2011, the Debtors filed with the Court the Seventh Amended Joint Plan of Affiliated Debtors Pursuant to Chapter 11 of the United States Bankruptcy Code (the “Filed Plan”) and a related disclosure statement. The Filed Plan was subsequently modified and, on February 24, 2012, the Court entered an order (the “Confirmation Order”) confirming the Filed Plan as modified by such modifications (the “Plan”). On March 19, 2012 (the “Effective Date”), the Plan became effective and we emerged from bankruptcy with a new board of directors and certain new officers. | ||||
In connection with the Plan becoming effective, among other things: | ||||
• | approximately $6.5 billion was distributed to parties-in-interest on account of their allowed claims; | |||
• | WMIHC received $75.0 million in cash from certain creditors; | |||
• | WMIHC obtained access to a $125.0 million senior credit facility, approximately $25.0 million of which can be used for working capital and $100.0 million of which can be utilized in addition to the amount available for working capital for certain acquisitions and originations, subject to certain criteria and conditions set forth in the Financing Agreement (see Note 8: Financing Arrangements); | |||
• | WMIHC issued: (a) $110.0 million aggregate principal amount of its 13% Senior First Lien Notes due 2030 (the “First Lien Notes”) under an indenture, dated as of March 19, 2012 (the “First Lien Indenture”), between WMIHC and Wilmington Trust, National Association, as Trustee; and (b) $20.0 million aggregate principal amount of its 13% Senior Second Lien Notes due 2030 (the “Second Lien Notes” and, together with the First Lien Notes, the “Runoff Notes”) under an indenture, dated as of March 19, 2012 (the “Second Lien Indenture” and, together with the First Lien Indenture, the “Indentures”), between WMIHC and Law Debenture Trust Company of New York, as Trustee; and with limited exceptions the Runoff Notes are solely payable from Runoff Proceeds Distributions (as defined in the Indentures) received by WMIHC from WMMRC, and therefore are generally nonrecourse to WMIHC (see Note 7: Notes Payable); | |||
• | WMIHC issued 200,000,000 shares of common stock, of which 194,670,501 shares were issued to new WMIHC shareholders and 5,329,499 shares of common stock were issued and deposited into a Disputed Equity Escrow (as defined in the Plan); and | |||
• | based on our analysis, we believe WMIHC experienced an ownership change under Section 382 of the Internal Revenue Code (the “Code”). Prior to emergence, WMI abandoned the stock of WMB, thereby generating a worthless stock deduction of approximately $8.37 billion, which gives rise to a net operating loss (“NOL”) carry forward for the year ended December 31, 2012. We believe that the total available and utilizable NOL carry forward at December 31, 2013 was approximately $5.96 billion and at March 31, 2014 we believe that there was no limit under Section 382 of the Code on the use of these NOLs (see Note 5: Income Taxes). | |||
Upon emergence from bankruptcy on March 19, 2012, we had limited operations other than WMMRC’s legacy reinsurance business which is being operated in runoff and has not written any new business since September 26, 2008. | ||||
WMIHC is authorized to issue up to 500,000,000 shares of common stock, and up to 5,000,000 shares of preferred stock (in one or more series), in each case with a par value of $0.00001 per share. On the Effective Date of the Plan and pursuant to its terms, WMIHC issued 200,000,000 shares of common stock, with 194,670,501 shares issued to WMIHC’s new shareholders and 5,329,499 shares issued and deposited into the Disputed Equity Escrow. As of March 31, 2014, 2,922,037 shares of common stock remain on deposit in the Disputed Equity Escrow. On October 18, 2012, 1,156,078 restricted shares of WMIHC’s common stock were issued under the Company’s 2012 Long-Term Incentive Plan (the “2012 Plan”) to our outside directors. On August 13, 2013, 686,273 restricted shares of WMIHC’s common stock were issued under the 2012 Plan to our directors. On February 10, 2014, 250,000 restricted shares of WMIHC’s common stock were issued under the 2012 Plan to members of our Corporate Strategy and Development Committee and our Chairman, Michael Willingham. As of March 31, 2014, 202,092,351 shares of WMIHC’s common stock were issued and outstanding. On January 30, 2014, 1,000,000 shares of WMIHC’s preferred stock were issued in conjunction with the KKR Transaction, described in Note 8: Financing Arrangements, and remain outstanding as of March 31, 2014. | ||||
WMMRC | ||||
WMMRC is a wholly-owned subsidiary of WMIHC. Prior to August 2008 (at which time WMMRC became a direct subsidiary of WMI), WMMRC was a wholly-owned subsidiary of FA Out-of-State Holdings, Inc., a second-tier subsidiary of WMB and third-tier subsidiary of WMI. WMMRC is a pure captive insurance company domiciled in the State of Hawaii. WMMRC was incorporated on February 25, 2000, and received a Certificate of Authority, dated March 2, 2000, from the Insurance Commissioner of the State of Hawaii. | ||||
WMMRC was originally organized to reinsure private mortgage insurance risk for seven primary mortgage insurers then offering private mortgage insurance on loans originated or purchased by former subsidiaries of WMI. The seven primary mortgage insurers are United Guaranty Residential Insurance Company (“UGRIC”), Genworth Mortgage Insurance Corporation (“GMIC”), Mortgage Guaranty Insurance Corporation (“MGIC”), PMI Mortgage Insurance Company (“PMI”), Radian Guaranty Incorporated (“Radian”), Republic Mortgage Insurance Company (“RMIC”) and Triad Guaranty Insurance Company (“Triad”). | ||||
Due to deteriorating performance in the mortgage guarantee markets and the closure and receivership of WMB, the reinsurance agreements with each of the primary mortgage insurers were terminated or placed into runoff during 2008. The agreements with UGRIC and Triad were placed into runoff effective May 31, 2008. The agreements with all other primary mortgage insurers were placed into runoff effective September 26, 2008. As a result, effective September 26, 2008, WMMRC ceased assuming new mortgage risks from the primary carriers. Consequently, WMMRC’s continuing operations consist solely of the runoff of coverage associated with mortgages placed with the primary mortgage carriers prior to September 26, 2008. In runoff, an insurer generally writes no new business but continues to service its obligations under in force policies and otherwise continues as a licensed insurer. Management does not believe any additional adjustments to the carrying values of assets and liabilities which were recorded at fair market value as a result of fresh start accounting as of March 19, 2012 are required as a result of WMMRC’s runoff status. | ||||
The reinsurance agreements with Triad and PMI were commuted on August 31, 2009 and October 2, 2012, respectively. As more fully described in Note 13: Subsequent Events, on April 3, 2014, WMMRC and UGRIC entered into a Commutation Agreement and Mutual Release which is subject to a number of conditions including obtaining all necessary consents, approvals and waivers. | ||||
WMIIC | ||||
WMIIC does not currently have any operations and is fully eliminated upon consolidation. Prior to September 26, 2008, WMIIC held a variety of securities and investments; however, such securities and investments were liquidated and the value thereof distributed in connection with implementing the Plan. |
Significant_Accounting_Policie
Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2014 | |
Accounting Policies [Abstract] | ' |
Significant Accounting Policies | ' |
Note 2: Significant Accounting Policies | |
Basis of Presentation | |
During the bankruptcy, WMI adopted so-called “Modified Exchange Act Reporting” under the Securities and Exchange Commission (the “SEC”) Staff’s Legal Bulletin No. 2 (“SLB 2”). Following the Effective Date, WMIHC continues to rely upon the guidance set forth in SLB 2 and we filed as of the Effective Date a Form 8-K pertaining to emergence from bankruptcy and subsequently filed a Form 8-K/A, which included WMIHC’s audited balance sheet as of the Effective Date. As provided under the SLB 2 Modified Exchange Act Reporting framework, WMIHC resumed filing periodic reports under the Exchange Act for all periods after the Effective Date of the Plan. Subsequent to the Effective Date, we have timely filed our Exchange Act periodic reports. | |
The accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the SEC for quarterly reporting. Certain information and footnote disclosures normally included in the financial statements and prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) have been condensed or omitted pursuant to such rules and regulations; however, the Company believes that the disclosures included are adequate. | |
These interim unaudited condensed consolidated financial statements and notes thereto should be read in conjunction with the Company’s consolidated financial statements and notes thereto filed in the Company’s Annual Report on Form 10-K, filed with the SEC on March 14, 2014. Interim information presented in the unaudited condensed consolidated financial statements has been prepared by management. In the opinion of management, the financial statements include all adjustments necessary for a fair presentation and that all such adjustments are of a normal, recurring nature and necessary for the fair statement of the financial position, results of operations and cash flows for the periods presented in accordance with GAAP. The results of operations for the three months ended March 31, 2014 are not necessarily indicative of the results to be expected for the full year ending December 31, 2014. | |
All significant intercompany transactions and balances have been eliminated in preparing the condensed consolidated financial statements. | |
Use of Estimates | |
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Management has made significant estimates in certain areas, including valuing certain financial instruments and other assets, the determination of the contingent risk liabilities, and in determining appropriate insurance reserves. Actual results could differ substantially from those estimates. | |
Fair Value of Certain Financial Instruments | |
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Generally, for assets that are reported at fair value, the Company uses quoted market prices or valuation models to estimate their fair value. These models incorporate inputs such as forward yield curves, market volatilities and pricing spreads, utilizing market-based inputs where readily available. The degree of management judgment involved in estimating the fair value of a financial instrument or other asset is dependent upon the availability of quoted market prices or observable market inputs. For financial instruments that are actively traded in the marketplace or whose values are based on readily available market value data, little judgment is necessary when estimating the instrument’s fair value. When observable market prices and data are not readily available, significant management judgment often is necessary to estimate fair value. In those cases, different assumptions could result in significant changes in valuation. | |
The Company classifies certain fixed-maturity investments as trading securities, which are recorded at fair value. The remaining fixed-maturity investments treated as “hold-to-maturity” investments are recorded at amortized cost which, in the case of much of our investment holdings, approximates fair value. As such, changes in unrealized gains and losses on investments held at the balance sheet date are recognized and reported as a component of net investment income on the statement of operations. The Company believes fair value provides better matching of investment earnings to potential cash flow generated from the investment portfolio and reduces subjectivity related to evaluating other-than-temporary impairment on the Company’s investment portfolio. | |
The carrying value of cash and cash equivalents, restricted cash, accounts payable and accrued liabilities approximates their fair value because of their short term nature. | |
The carrying value of notes payable approximates fair value based on time to maturity, underlying collateral, and prevailing interest rates. | |
Fair Value Option | |
The Company has recorded a liability related to a loss contract fair market value reserve (the “Reserve”) and applies Financial Accounting Standards Board (“FASB”) Fair Value Option accounting guidance to this liability. The Reserve was initially established in compliance with ASC 805-10-55-21(b)(1) which defines a loss contract as a “contract in which the unavoidable costs of meeting the obligations under the contract exceed the economic benefits expected to be received under it.” The Company recorded this Reserve to properly value the net economic value of the WMMRC subsidiary. At each reporting date, the Company reassesses the loss contract reserve which may result in a change to this line item in the balance sheet and a corresponding contra-expense which is reflected in the statement of operations. Accordingly, any changes in the loss contract reserve at the balance sheet date are recognized and reported within the loss contract reserve fair market value change in the statement of operations. The Company believes Fair Value Option accounting provides better matching of earnings to potential cash flow generated from the WMMRC operating business. | |
Fair Value Measurement | |
The Company’s estimates of fair value for financial assets and financial liabilities are based on the framework established in the FASB Fair Value Measurements and Disclosures accounting guidance. The framework is based on the inputs used in valuation and requires that observable inputs be used in the valuations when available. The disclosure of fair value estimates in the fair value accounting guidance hierarchy is based on whether the significant inputs into the valuation are observable. In determining the level of the hierarchy in which the estimate is disclosed, the highest priority is given to unadjusted quoted prices in active markets and the lowest priority to unobservable inputs that reflect the Company’s significant market assumptions. | |
The three levels of the hierarchy are as follows: | |
Level 1–Inputs to the valuation methodology are quoted prices for identical assets or liabilities traded in active markets. | |
Level 2–Inputs to the valuation methodology include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability and market corroborated inputs. | |
Level 3–Valuations based on models where significant inputs are not observable. The unobservable inputs reflect the Company’s own assumptions about the inputs that market participants would use. | |
Fair values are based on quoted market prices when available (Level 1). The Company receives the quoted market prices from a third party, nationally recognized pricing service. When market prices are not available, the Company utilizes a pricing service to determine an estimate of fair value. The fair value is generally estimated using current market inputs for similar financial instruments with comparable terms and credit quality, commonly referred to as matrix pricing (Level 2). These valuation techniques involve some level of management estimation and judgment. The Company recognizes transfers between levels in the fair value hierarchy at the end of the reporting period. | |
Fixed-Maturity Securities | |
Fixed-maturity securities consist of U.S. Treasury securities, obligations of U.S. government agencies, commercial mortgage-backed securities and corporate debt securities. Fixed-maturity securities held in trust are for the benefit of the primary insurers as more fully described in Note 3: Insurance Activity. Investments in fixed-maturity securities are reported at their estimated fair values or amortized cost (as the case may be) and are classified as trading securities in accordance with applicable accounting guidance. Realized gains and losses on the sale of fixed-maturity securities are determined using the specific identification method and are reported as a component of net investment income within the statement of operations. | |
Cash Equivalents and Investments Held in Trust | |
Cash equivalents, which include highly liquid overnight money market instruments, and fixed-maturity securities are held in trust for the benefit of the primary insurers as more fully described in Note 3: Insurance Activity and the following information regarding restrictions on distribution of net assets of subsidiaries. | |
Third Party Restrictions on Distribution of Net Assets of Wholly-Owned Subsidiaries | |
The net assets of WMMRC are subject to restrictions from distribution from multiple sources including the primary insurers who have approval control of distribution from the trust, the Insurance Commissioner of the State of Hawaii who has approval control prior to distributions or intercompany advances, and additional restrictions as described in Note 7: Notes Payable. | |
Premium Recognition | |
Premiums assumed are earned on a daily pro-rata basis over the underlying policy terms. Premiums assumed relating to the unexpired portion of policies in force at the balance sheet date are recorded as unearned premiums. Unearned premiums also include a reserve for post default premium reserves. Post default premium reserves occur when a loan is in a default position and the servicer continues to advance the premiums. If the loan ultimately goes to claim, the premiums advanced during the period of default are subject to recapture. The Company records a default premium reserve based on information provided by the underlying mortgage insurers when they provide information on the default premium reserve separately from other reserves. The change in the default premium reserve is reflected as a reduction or increase, as the case may be, in premiums assumed. The Company has recorded unearned premiums totaling $1.3 million and $1.4 million as of March 31, 2014 and December 31, 2013, respectively. | |
The Company recognizes premium deficiencies when there is a probable loss on an insurance contract. Premium deficiencies are recognized if the sum of the present value of expected losses and loss adjustment expenses, unamortized deferred acquisition costs, and maintenance costs exceed unearned premiums and anticipated investment income. Premium deficiency reserves have been recorded totaling $2.0 million and $2.4 million as of March 31, 2014 and December 31, 2013, respectively. | |
The Company’s premium deficiency analysis was performed on a single book basis and includes all book years and reinsurance treaties aggregated together using assumptions based on the actuarial best estimates at the balance sheet date. The calculation for premium deficiency requires significant judgment and includes estimates of future expected premiums, claims, loss adjustment expenses and investment income as of the balance sheet date. To the extent ultimate losses are higher or premiums are lower than estimated, additional premium deficiency reserves may be required in the future. | |
Cash and Cash Equivalents | |
Cash and cash equivalents include cash on hand, amounts due from banks, U.S. Treasury bills and overnight investments. Except as described above in Cash Equivalents and Investments Held in Trust, the Company considers all amounts that are invested in highly liquid over-night money market instruments to be cash equivalents. The FDIC insures amounts on deposit with each financial institution up to limits as prescribed by law. The Company may hold funds with financial institutions in excess of the FDIC insured amount, however, the Company has not experienced any losses in such accounts and management believes it is not exposed to any significant credit risk on cash and cash equivalents. | |
Restricted Cash | |
Restricted cash consists of amounts held for the express purposes of paying principal and interest and related fees on the Runoff Notes pursuant to the terms of the Indentures. | |
Ceding Commission Expense | |
The Company is required to pay a ceding commission to certain primary insurers pursuant to certain reinsurance agreements. | |
Losses and Loss Adjustment Reserves | |
The losses and loss adjustment reserve includes case basis estimates of reported losses and supplemental amounts for incurred but not reported losses (“IBNR”). A default is considered the incident (e.g., the failure to make timely payment of mortgage payments) that may give rise to a claim for mortgage insurance. In establishing the losses and loss adjustment reserve, the Company utilizes the findings of an independent consulting actuary. The consulting actuary estimates ultimate loss rates based upon industry data and claims and exposure data provided by the primary mortgage insurance carriers and assumptions of prepayment speed relative to loans reinsured by the Company. The fully developed ultimate loss rates are then applied to cumulative earned premium and reduced for cumulative losses and loss adjustment expenses paid to arrive at the liability for unpaid losses and loss adjustment expenses. Actuarial methods utilized by the consulting actuary to derive the ultimate loss rates include the loss development method, simulated loss development method, Bornhuetter-Ferguson method and simulated Bornhuetter-Ferguson method on a paid and incurred basis. Due to the current condition of the mortgage insurance market, WMMRC has recorded reserves at the higher of (x) reserves estimated by the consulting actuary for each primary mortgage guaranty carrier and (y) ceded case reserves and IBNR levels reported by the primary mortgage guaranty carriers as of March 31, 2014 and December 31, 2013, respectively. Management believes that its aggregate liability for unpaid losses and loss adjustment expenses at period end represents its best estimate, based upon the available data, of the amount necessary to cover the current cost of losses. However, due to the inherent uncertainty arising from fluctuations in the persistency rate of mortgage insurance claims, the Company’s size and lack of prior operating history, external factors such as future changes in regional or national economic conditions, judicial decisions, federal and state legislation related to mortgage restructuring and foreclosure restrictions, claims denials and coverage rescissions by primary carriers and other factors beyond management’s control, it is not presently possible to determine whether actual loss experience will conform to the assumptions used in determining the estimated amounts for such liability at the balance sheet date. Accordingly, the ultimate liability could be significantly higher or lower, as the case may be, of the amount indicated in the financial statements and there can be no assurance that the reserve amounts recorded will be sufficient. As adjustments to these estimates become necessary, such adjustments are reflected in current operations. | |
Loss Contract Fair Market Value Reserves | |
A loss contract fair market value reserve relating to contractual obligations of WMMRC was established at March 19, 2012 as a result of applying Fresh Start Accounting and in compliance with ASC 805-10-55-21(b)(1) which defines a loss contract as a “contract in which the unavoidable costs of meeting the obligations under the contract exceed the economic benefits expected to be received under it.” The fair market value of this reserve is analyzed quarterly and is adjusted accordingly. This adjustment to the reserve produces an expense or contra-expense in the statement of operations. | |
Fresh Start Accounting | |
The Company adopted fresh start accounting in accordance with ASC 852 (Reorganizations) (“ASC 852”) upon emergence from bankruptcy on March 19, 2012. Under ASC 852, the application of fresh start accounting results in the allocation of reorganization value to the fair value of assets, and is required when (a) the reorganization value of assets immediately prior to confirmation of a plan of reorganization is less than the total of all post-petition liabilities and allowed claims and (b) the holders of voting shares immediately prior to the confirmation of the plan of reorganization receive less than 50 percent of the voting shares of the emerging entity. The Company adopted fresh start accounting as of the Effective Date, which represents the date on which all material conditions precedent to the effectiveness of the Plan were satisfied or waived. As of the Effective Date, the Company believes that it satisfied both of the aforementioned conditions. | |
The Company’s reorganization value (“Equity Value”), upon emergence from bankruptcy, was determined to be $76.6 million, which represented management’s best estimate of fair value based on a calculation of the present value of the Company’s consolidated assets and liabilities as at March 19, 2012. As part of our fresh start reporting, we applied various valuation methodologies to calculate the reorganization value of the Company. These methods included (a) the comparable company analysis, (b) the precedent transactions analysis and (c) the discounted cash flow analysis. The application of these methodologies requires certain key estimates, judgments and assumptions, including financial projections, the amount of cash available to fund operations and current market conditions. Such projections, judgments and assumptions are inherently subject to significant uncertainties and there can be no assurance that such estimates, assumptions and projections reflected in the valuation will be realized and actual results may vary materially. The Company filed a Form 8-K pertaining to emergence from bankruptcy and subsequently filed a Form 8-K/A, which included WMIHC’s audited balance sheet as of the Effective Date. | |
Comprehensive Income (Loss) | |
The Company has no comprehensive income (loss) other than the net income (loss) disclosed in the condensed consolidated statement of operations. | |
Earnings (Loss) Per Common Share | |
Basic earnings (loss) per common share is computed by dividing net income (loss) applicable to the Company’s common shareholders by the weighted average number of common shares outstanding for the period. Diluted earnings (loss) per common share is computed by dividing net income (loss) applicable to the Company’s common shareholders by the weighted average number of common shares outstanding during the period and the effect of all dilutive common stock equivalents (of which we had zero prior to the current quarter). If common share equivalents exist, in periods where there is a net loss, diluted loss per common share would be equal to or less than basic loss per common share, since the effect of including any common share equivalents would be antidilutive. | |
Share Based Compensation | |
On May 22, 2012, WMIHC’s board of directors (the “Board”) approved the 2012 Plan to award restricted stock to its non-employee directors and to have a plan in place for awards to executives and others in connection with the Company’s operations and future strategic plans. A total of 2 million shares of common stock were initially reserved for future issuance under the Plan, which became effective upon the Board approval on May 22, 2012. On February 10, 2014, the Board approved and adopted a First Amendment to the 2012 Plan, pursuant to which the number of shares of WMIHC’s common stock reserved and available for grants under the 2012 Plan was increased from 2 million shares to 3 million shares, and that modified the terms under which the 2012 Plan may be amended to permit such an increase through action of the Board except when shareholder approval is necessary to comply with any applicable law, regulation or rule of any stock exchange on which WMIHC’s shares are listed, quoted or traded. The 2012 Plan provides for the granting of restricted shares and other cash and share based awards. The value of restricted stock is determined using the fair market value of the shares on the issuance date. | |
Income Taxes | |
The Company follows the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for the future income tax consequences attributable to differences between the carrying amounts and tax bases of assets and liabilities and losses carried forward and tax credits. Deferred tax assets and liabilities are measured using enacted tax rates and laws applicable to the years in which the differences are expected to reverse. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is provided to the extent that it is more likely than not that deferred tax assets will not be realized. | |
The Company recognizes the financial statement effects of a tax position when it is more likely than not, based on the technical merits, that the position will be sustained upon examination. Penalties and interest, of which there are none, would be reflected in income tax expense. Tax years are open to the extent the Company has net operating loss carry-forwards available to be utilized currently. | |
Dividend Policy | |
WMIHC has paid no dividends on or after the Effective Date and currently has no plans to pay a dividend. The Financing Agreement and the Note Purchase Agreement (as such are defined in Note 8: Financing Arrangements) includes restrictions related to the payment of dividends. | |
New Accounting Pronouncements | |
In March 2014 the FASB issued Accounting Standards Update 2014-06, Technical Corrections and Improvements Related to Glossary Terms — amendments in this update relate to glossary terms and cover a wide range of topics in the codification. The Company has reviewed this standard and determined it has no material impact on the Company’s consolidated financial position, results of operations or disclosure requirements. |
Insurance_Activity
Insurance Activity | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Insurance [Abstract] | ' | ||||||||
Insurance Activity | ' | ||||||||
Note 3: Insurance Activity | |||||||||
The Company, through WMMRC, reinsures mortgage guaranty risks of mortgage loans originated by affiliates of the Company during the period from 1997 through 2008. WMMRC is (or was) a party to reinsurance agreements with UGRIC, GMIC, MGIC, PMI, Radian, RMIC and Triad. The agreements with UGRIC and Triad were placed into runoff effective May 31, 2008. The agreements with all other primary mortgage insurers were placed into runoff effective September 26, 2008. The reinsurance agreements with Triad and PMI were commuted on August 31, 2009 and October 2, 2012, respectively. On April 3, 2014, WMMRC and UGRIC entered into a Commutation Agreement and Mutual Release which is subject to a number of conditions including obtaining all necessary consents, approvals and waivers as more fully described in Note 13: Subsequent Events. | |||||||||
All agreements are on an excess of loss basis, except for certain reinsurance treaties with GMIC and Radian during 2007 and 2008, which are reinsured on a 50 percent quota share basis. Pursuant to the excess of loss reinsurance treaties, WMMRC reinsures a second loss layer which ranges from 5 percent to 10 percent of the risk in force in excess of the primary mortgage insurer’s first loss percentage which range from 4 percent to 5 percent. Each calendar year, or book year, is treated separately from other years when calculating losses. In return for accepting a portion of the risk, WMMRC receives, net of ceding commission, a percentage of the premium that ranges from 25 to 40 percent. | |||||||||
As security for the ceding insurers, WMMRC has entered into separate trust agreements with each of the primary mortgage insurance companies whereby a portion of the funds from premiums assumed are held in trust accounts for the benefit of each separate insurer. Pursuant to the terms of the reinsurance agreements, WMMRC is required to keep such assets in trust for a minimum of five (5) years and are subject to claims for up to ten (10) years from termination of obligations arising from the last year in which insurance business was written prior to runoff. Release of funds from the trust by WMMRC requires approval from the primary mortgage guaranty companies. | |||||||||
Premiums assumed and earned are as follows for the periods ended March 31, 2014 and 2013, respectively: | |||||||||
Three Months | Three Months | ||||||||
Ended March 31, | Ended March 31, | ||||||||
2014 | 2013 | ||||||||
Premiums assumed | $ | 2,039 | $ | 3,374 | |||||
Change in unearned premiums | 127 | 31 | |||||||
Premiums earned | $ | 2,166 | $ | 3,405 | |||||
The components of the liability for losses and loss adjustment reserves are as follows as of March 31, 2014 and December 31, 2013, respectively: | |||||||||
March 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
Case-basis reserves | $ | 32,133 | $ | 41,159 | |||||
IBNR reserves | 668 | 713 | |||||||
Premium deficiency reserves | 2,036 | 2,442 | |||||||
Total losses and loss adjustment reserves | $ | 34,837 | $ | 44,314 | |||||
Losses and loss adjustment reserve activity are as follows for the three months ended March 31, 2014 and the year ended December 31, 2013, respectively: | |||||||||
March 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
Balance at beginning of period | $ | 44,314 | $ | 82,524 | |||||
Incurred - prior periods | 1,104 | (6,159 | ) | ||||||
Paid - prior periods | (10,581 | ) | (32,051 | ) | |||||
Total losses and loss adjustment reserves | $ | 34,837 | $ | 44,314 | |||||
The loss contract fair market reserve balance is analyzed and adjusted quarterly. The balance in the reserve was $46.3 million at March 31, 2014 and $46.3 million at December 31, 2013. The fair market value of this reserve remained unchanged during the three months ended March 31, 2014 and decreased by $1.0 million during the three months ended March 31, 2013, resulting in no impact on expense at March 31, 2014 and a decrease in expense of $1.0 million for the three months ended March 31, 2013. |
Investment_Securities
Investment Securities | 3 Months Ended | ||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||
Investments Debt And Equity Securities [Abstract] | ' | ||||||||||||||||
Investment Securities | ' | ||||||||||||||||
Note 4: Investment Securities | |||||||||||||||||
The amortized cost, gross unrealized gains, gross unrealized losses and estimated fair values of fixed-maturity securities held in trust at March 31, 2014, are as follows: | |||||||||||||||||
Amortized | Gross | Gross | Estimated | ||||||||||||||
Cost | Unrealized | Unrealized | Fair Value | ||||||||||||||
Gains | Losses | ||||||||||||||||
Obligations of U.S. government sponsored enterprises | $ | 8,491 | $ | 46 | $ | (40 | ) | $ | 8,497 | ||||||||
Corporate debt securities | 89,529 | 1,306 | (104 | ) | 90,731 | ||||||||||||
Commercial paper | 96,115 | — | — | 96,115 | |||||||||||||
Foreign corporate debt securities | 21,064 | 178 | (105 | ) | 21,137 | ||||||||||||
Total fixed-maturity securities | 215,199 | 1,530 | (249 | ) | 216,480 | ||||||||||||
Less total unrestricted fixed-maturity securities – trading | 7,303 | 234 | (12 | ) | 7,525 | ||||||||||||
Less total unrestricted fixed-maturity securities – held to maturity | 78,638 | — | — | 78,638 | |||||||||||||
Total fixed-maturity securities held in trust | $ | 129,258 | $ | 1,296 | $ | (237 | ) | $ | 130,317 | ||||||||
The amortized cost, gross unrealized gains, gross unrealized losses and estimated fair values of fixed-maturity securities held in trust at December 31, 2013, are as follows: | |||||||||||||||||
Amortized | Gross | Gross | Estimated | ||||||||||||||
Cost | Unrealized | Unrealized | Fair Value | ||||||||||||||
Gains | Losses | ||||||||||||||||
Obligations of U.S. government sponsored enterprises | $ | 15,868 | $ | 127 | $ | (163 | ) | $ | 15,832 | ||||||||
Corporate debt securities | 80,624 | 1,450 | (182 | ) | 81,892 | ||||||||||||
Commercial paper | 98,929 | 4 | (1 | ) | 98,932 | ||||||||||||
Foreign corporate debt securities | 22,166 | 149 | (170 | ) | 22,145 | ||||||||||||
Total fixed-maturity securities | 217,587 | 1,730 | (516 | ) | 218,801 | ||||||||||||
Less total unrestricted fixed-maturity securities – trading | 7,326 | 232 | (13 | ) | 7,545 | ||||||||||||
Less total unrestricted fixed-maturity securities – held to maturity | 65,352 | — | — | 65,352 | |||||||||||||
Total fixed-maturity securities held in trust | $ | 144,909 | $ | 1,498 | $ | (503 | ) | $ | 145,904 | ||||||||
Amortized cost and estimated fair value of fixed-maturity securities at March 31, 2014 by contractual maturity are as follows: | |||||||||||||||||
Amortized | Estimated | ||||||||||||||||
Cost | Fair Value | ||||||||||||||||
Maturity in: | |||||||||||||||||
2014 | $ | 120,156 | $ | 120,186 | |||||||||||||
2015-2019 | 94,040 | 95,265 | |||||||||||||||
2020-2023 | 1,003 | 1,029 | |||||||||||||||
Thereafter | — | — | |||||||||||||||
Total fixed-maturity securities | $ | 215,199 | $ | 216,480 | |||||||||||||
Actual maturities may differ from contractual maturities because certain borrowers have the right to call or prepay obligations with or without call or prepayment penalties. | |||||||||||||||||
Net investment income for the three months ended March 31, 2014 and 2013, respectively, is summarized as follows: | |||||||||||||||||
Three Months | Three Months | ||||||||||||||||
Ended March 31, | Ended March 31, | ||||||||||||||||
2014 | 2013 | ||||||||||||||||
Investment income: | |||||||||||||||||
Amortization of premium or discount on fixed-maturity securities | $ | (529 | ) | $ | (488 | ) | |||||||||||
Investment income on fixed-maturity securities | 1,102 | 1,858 | |||||||||||||||
Interest income on cash and equivalents | 2 | 4 | |||||||||||||||
Realized net gain from sale of investments | 27 | 134 | |||||||||||||||
Unrealized (losses) gains on trading securities held at period end | 66 | (812 | ) | ||||||||||||||
Net investment income | $ | 668 | $ | 696 | |||||||||||||
The following tables show how the Company’s investments are categorized in accordance with fair value measurement, as of March 31, 2014 and December 31, 2013, respectively: | |||||||||||||||||
March 31, 2014 | |||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | ||||||||||||||
Class of Security: | |||||||||||||||||
Obligations of U.S. government sponsored enterprises | $ | 3,042 | $ | 5,455 | $ | — | $ | 8,497 | |||||||||
Corporate debt securities | 29,813 | 60,918 | — | 90,731 | |||||||||||||
Commercial paper | 96,115 | — | — | 96,115 | |||||||||||||
Foreign corporate debt securities | 6,842 | 14,295 | — | 21,137 | |||||||||||||
Total fixed-maturity securities | 135,812 | 80,668 | — | 216,480 | |||||||||||||
Money market funds | 42,019 | — | — | 42,019 | |||||||||||||
Total | $ | 177,831 | $ | 80,668 | $ | — | $ | 258,499 | |||||||||
31-Dec-13 | |||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | ||||||||||||||
Class of Security: | |||||||||||||||||
Obligations of U.S. government sponsored enterprises | $ | 6,299 | $ | 9,533 | $ | — | $ | 15,832 | |||||||||
Corporate debt securities | 11,891 | 70,001 | — | 81,892 | |||||||||||||
Commercial paper | 98,932 | — | — | 98,932 | |||||||||||||
Foreign corporate debt securities | 7,652 | 14,493 | — | 22,145 | |||||||||||||
Total fixed-maturity securities | 124,774 | 94,027 | — | 218,801 | |||||||||||||
Money market funds | 44,863 | — | — | 44,863 | |||||||||||||
Total | $ | 169,637 | $ | 94,027 | $ | — | $ | 263,664 | |||||||||
A review of the fair value hierarchy classifications of the Company’s investments is conducted quarterly. Changes in the observability of valuation inputs may result in a reclassification for certain financial assets or liabilities. Reclassifications are reported as transfers in or transfers out of the applicable Level at the end of the calendar quarter in which the reclassifications occur. During the three months ended March 31, 2014 and the year ended December 31, 2013, $12.1 million and $7.1 million, respectively, of investments were transferred from Level 2 to Level 1 as a result of improving market conditions for short-term and investment grade corporate securities. | |||||||||||||||||
January 1, 2014 to March 31, 2014 | January 1, 2013 to December 31, 2013 | ||||||||||||||||
Transfers | Transfers | Transfers | Transfers | ||||||||||||||
from | from Level 2 | from | from Level 2 | ||||||||||||||
Level 1 to | to Level 1 | Level 1 to | to Level 1 | ||||||||||||||
Level 2 | Level 2 | ||||||||||||||||
Class of securities: | |||||||||||||||||
Corporate securities | $ | — | $ | 11,299 | $ | — | $ | 4,598 | |||||||||
Foreign corporate debt securities | — | 768 | — | 2,537 | |||||||||||||
Total transfers | $ | — | $ | 12,067 | $ | — | $ | 7,135 | |||||||||
Income_Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2014 | |
Income Tax Disclosure [Abstract] | ' |
Income Taxes | ' |
Note 5: Income Taxes | |
For the three months ended March 31, 2014, the Company recorded a net loss of approximately $3.4 million. Due to projected tax losses for the year ended December 31, 2014 and the existence of net operating loss carry forwards which have a 100% valuation allowance recorded to reduce them to zero, the Company has not recorded an income tax expense or benefit for the three months ended March 31, 2014. The Company recorded no income tax expense or benefit for the year ended December 31, 2013 due to tax losses in that period. | |
The Company files a consolidated federal income tax return. Pursuant to a tax sharing agreement, WMMRC’s federal income tax liability is calculated on a separate return basis determined by applying 35 percent to taxable income, in accordance with the provisions of the Code that apply to property and casualty insurance companies. WMIHC, as WMMRC’s parent, pays federal income taxes on behalf of WMMRC and settles the federal income tax obligation on a current basis in accordance with the tax sharing agreement. WMMRC made no tax payments to WMIHC during the three months ended March 31, 2014 or the year ended December 31, 2013 associated with the Company’s tax liability from the preceding year. | |
Deferred federal income taxes arise from temporary differences between the valuation of assets and liabilities as determined for financial reporting purposes and income tax purposes. Temporary differences principally relate to discounting of loss reserves, accruals, net operating losses and unrealized gains and losses on investments. As of March 31, 2014 and December 31, 2013, the Company recorded a valuation allowance equal to 100 percent of the net deferred federal income tax asset due to uncertainty regarding the Company’s ability to realize these benefits in the future. | |
On March 19, 2012, WMIHC emerged from bankruptcy. Prior to emergence, WMI abandoned the stock of WMB, thereby generating a worthless stock deduction of approximately $8.37 billion which gives rise to a NOL for the year ended December 31, 2012. Under Section 382 of the Code, and based on the Company’s analysis, we believe that the Company experienced an “ownership change” (generally defined as a greater than 50 percent change (by value) in our equity ownership over a three-year period) on March 19, 2012, and our ability to use our pre-change of control NOLs and other pre-change tax attributes against our post-change income was limited. The Section 382 limitation is applied annually so as to limit the use of our pre-change NOLs to an amount that generally equals the value of our stock immediately before the ownership change multiplied by a designated federal long-term tax-exempt rate. Due to applicable limitations under Section 382 and a reduction of tax attributes due to cancellation of indebtedness, a portion of these NOLs were limited and will expire unused. We believe that the total available and utilizable NOL carry forward at December 31, 2013 is approximately $5.96 billion. At March 31, 2014 there was no limitation on the use of these NOLs. These NOLs will begin to expire in 2029. The Company’s ability to utilize the NOLs or realize any benefits related to the NOLs is subject to a number of risks. | |
The Company accounts for uncertain tax positions in accordance with the income taxes accounting guidance. The Company has analyzed filing positions in the federal and state jurisdictions where it is required to file tax returns, as well as the open tax years in these jurisdictions. Tax years 2008 to present are subject to examination by the Internal Revenue Service. The Company believes that its federal income tax filing positions and deductions will be sustained on audit and does not anticipate any adjustments that will result in a material change to its financial position. Therefore, no reserves for uncertain federal income tax positions have been recorded. The Company recognizes interest and penalties related to unrecognized tax benefits as a component of the provision for federal income taxes. The Company did not incur any federal income tax related interest income, interest expense or penalties for the periods ended March 31, 2014 and December 31, 2013. |
Service_Agreements_and_Related
Service Agreements and Related Party Transactions | 3 Months Ended |
Mar. 31, 2014 | |
Related Party Transactions [Abstract] | ' |
Service Agreements and Related Party Transactions | ' |
Note 6: Service Agreements and Related Party Transactions | |
WMMRC has engaged a Hawaiian-based service provider, Marsh Management Services, Inc., to provide accounting and related management services for its operations. In exchange for performing these services, WMMRC pays such service provider a management fee. | |
WMIHC entered into an Investment Management Agreement and an Administrative Services Agreement with WMMRC on March 19, 2012. Each of these agreements was approved by WMMRC’s primary regulator. Total amounts incurred under these agreements totaled $421 thousand and $443 thousand for the three months ended March 31, 2014 and 2013, respectively. The expense and related income eliminate on consolidation. These agreements are described below. | |
Under the terms of such Investment Management Agreement, WMIHC receives from WMMRC a fee equal to the product of (x) the ending dollar amount of assets under management during the calendar month in question and (y) .002 divided by 12. WMIHC is responsible for investing the funds of WMMRC based on applicable investment criteria and subject to rules and regulations to which WMMRC is subject. | |
Under the terms of such Administrative Services Agreement, WMIHC receives from WMMRC a fee of $110 thousand per month. WMIHC is responsible for providing administrative services to support, among other things, supervision, governance, financial administration and reporting, risk management and claims management as may be necessary, together with such other general or specific administrative services that may be reasonably required or requested by WMMRC in the ordinary course of its business. | |
On March 23, 2012, WMIHC and the WMI Liquidating Trust (the “Trust”) entered into a Transition Services Agreement (the “TSA”). Pursuant to the TSA, each party makes available certain services and employees. The TSA provides the Company with office space for its current employees and basic infrastructure and support services to allow the Company to operate. The TSA provides the Trust with access to certain of the Company’s employees and, initially, limited use of the Company’s health insurance plan for its employees. The TSA was amended on September 18, 2012 and the term of the agreement was initially extended through March 31, 2013 with automatic renewals thereafter for successive additional three-month terms, subject to non-renewal at the end of any additional term upon written notice by either party at least 30 days prior to the expiration of the additional term. The agreement has automatically renewed per its terms and is currently in place through September 30, 2014, subject to additional renewals. Either party may terminate one or more of the services offered upon ten (10) days’ written notice to the other party. | |
In connection with implementing the Plan, certain holders of specified “Allowed Claims” had the right to elect to receive such holder’s “Pro Rata Share of the Common Stock Allotment.” Essentially, the Plan defines the “Pro Rata Share of the Common Stock Allotment” as a pro rata share of ten million (10,000,000) shares of WMIHC’s common stock (i.e. five percent (5%)) issued and outstanding on the Effective Date. Holders exercising the foregoing election did so in lieu of receiving (i) 50% of such holder’s interest in and to certain litigation proceeds that could be realized by the Trust on account of certain claims and causes of action asserted by the Trust as contemplated by the Plan (“Litigation Proceeds”), and (ii) some or all of the Runoff Notes to which such holder may be entitled (if such holder elected to receive Runoff Notes in accordance with the terms of the Plan). | |
If a holder exercised the election described above and, as a result of such election, received shares of WMIHC’s common stock, then such holder’s share of Runoff Notes to which the election was effective (i.e., One Dollar ($1.00) of original principal amount of Runoff Notes for each share of WMIHC’s common stock) were not issued. In addition, as a result of making the aforementioned election, such holders conveyed to WMIHC, and WMIHC retains an economic interest in, the Litigation Proceeds equal to fifty percent (50%) of the Litigation Proceeds to which the electing holder otherwise would have been entitled and such holder’s rights in respect of distributions from the Trust will be adjusted to the extent Litigation Proceeds are received by WMIHC). Distributions, if any, to WMIHC on account of the foregoing will be effected in accordance with the Plan and Confirmation Order. | |
As of March 31, 2014, WMIHC had not received any Litigation Proceeds in connection with the foregoing. Given the speculative nature of litigation, there can be no assurance that WMIHC will receive any value or distributions on account of Litigation Proceeds. The Trust’s Litigation Subcommittee recently disclosed in its Form 10-K for the period ended December 31, 2013 that it has investigated potential claims against various third parties, including breach of contract claims, breach of fiduciary duty claims, professional malpractice claims and business tort and antitrust claims. Based on this investigation, the Litigation Subcommittee has determined not to assert claims against such third parties, other than those which are currently pending and being litigated. As a result of the Trust’s public disclosures on these matters, at this time WMIHC believes it is increasingly unlikely that it will realize any value on account of Litigation Proceeds. |
Notes_Payable
Notes Payable | 3 Months Ended |
Mar. 31, 2014 | |
Debt Disclosure [Abstract] | ' |
Notes Payable | ' |
Note 7: Notes Payable | |
On the Effective Date, WMIHC issued $110.0 million aggregate principal amount of its First Lien Notes under the First Lien Indenture, between WMIHC and Wilmington Trust, National Association, as Trustee. Additionally, WMIHC issued $20.0 million aggregate principal amount of its Second Lien Notes under the Second Lien Indenture, between WMIHC and Law Debenture Trust Company of New York, as Trustee. The Runoff Notes are scheduled to mature on March 19, 2030 and pay interest quarterly. | |
The Runoff Notes are secured by, and have a specified priority in right of payment in, a securities or deposit account into which WMIHC will deposit distributions it receives of Runoff Proceeds (as defined in the Indentures) (the “Collateral Account”). | |
WMIHC will, and has agreed to cause WMMRC to, deposit all distributions, dividends or other receipts in respect of Runoff Proceeds Distributions (as defined in the Indentures) on the date paid to WMIHC in the Collateral Account established in accordance with the terms of the Indentures. On any interest payment date, payments are made from the Collateral Account and from any other Runoff Proceeds Distributions in the priority set forth in the Indentures. The obligations created by the Runoff Notes are nonrecourse to WMIHC (except for certain actions for specific performance) and, except in certain limited circumstances as more fully described in Section 7.16 of the Indentures with respect to Runoff Proceeds Distributions in the Collateral Account or for failure to comply with certain specified covenants relating to (i) the deposit of Runoff Proceeds in the Collateral Account, (ii) payment of Runoff Proceeds in the Collateral Account in accordance with the order of priority established in the Indentures, (iii) failure to seek to obtain the appropriate regulatory approval to permit the dividend of Runoff Proceeds to WMIHC and (iv) the failure to cause WMMRC to deposit Runoff Proceeds into a segregated account. | |
In connection with certain interest payments due and payable in respect of the First Lien Notes, WMIHC elected, consistent with the terms of the Indentures, to issue PIK Notes (as defined in the Indentures) in lieu of making such interest payment in cash when no cash was available. In connection with interest payments due and payable in respect of the Second Lien Notes since inception, WMIHC elected, consistent with the terms of the Indentures, to issue PIK Notes (as defined in the Indentures) in lieu of making such interest payment in cash. The aggregate face amount of PIK Notes issued as of March 31, 2014 and December 31, 2013 totals approximately $15.8 million and $13.9 million, respectively. Outstanding amounts under these notes totaled approximately $107.4 million and $105.5 million as of March 31, 2014 and December 31, 2013, respectively. No First Lien Notes principal was paid during the three months ended March 31, 2014, and approximately $36.3 million of First Lien Notes principal was paid during the year ended December 31, 2013. Interest on First Lien Notes paid in cash totaled approximately $1.5 million and $3.7 million during the three months ended March 31, 2014 and 2013, respectively. | |
As of March 31, 2014 and December 31, 2013, the Collateral Account contained $0.1 million and $0.1 million, respectively, of cash received from WMMRC which were or will be ultimately used for future administrative expenses, interest and principal payments. |
Financing_Arrangements
Financing Arrangements | 3 Months Ended | ||||
Mar. 31, 2014 | |||||
Condensed Financial Information Of Parent Company Only Disclosure [Abstract] | ' | ||||
Financing Arrangements | ' | ||||
Note 8: Financing Arrangements | |||||
As of March 19, 2012, a Financing Agreement (the “Financing Agreement”) was entered into by and among WMIHC, WMIIC, the lenders, severally and not jointly, party thereto (each a “Lender” and collectively, the “Lenders”) and U.S. Bank National Association, a national banking association, as administrative agent for the Lenders. The credit facility established by the Financing Agreement may be used for only certain specific purposes. | |||||
The facility consists of (a) a tranche A term loan commitment and a tranche A-1 term loan commitment in the aggregate principal amount of $25 million and (b) a tranche B term loan commitment in the aggregate principal amount of $100.0 million. The proceeds of (a) the tranche A term loan and tranche A-1 term loan can be used to fund working capital and for general corporate purposes, and (b) the tranche B term loan can be used to fund certain permitted acquisitions and permitted originations (as these terms are defined in the Financing Agreement) which are limited to acquisitions and originations of business in the financial services or insurance sectors. The Lenders are severally, and not jointly, obligated to extend such credit to WMIHC. | |||||
As of March 31, 2014 and December 31, 2013, no loans were outstanding under the Financing Agreement. The facility is secured by substantially all of WMIHC’s assets and the Lenders must have an additional first priority lien on any new business and assets acquired. Pursuant to the terms and conditions of the Financing Agreement, the commitment of the Lenders to extend credit under the Financing Agreement will terminate no later than March 19, 2015. | |||||
On January 30, 2014, WMIHC entered into (i) a note purchase agreement, dated as of January 30, 2014 (the “Note Purchase Agreement”), with the guarantors party thereto and KKR Management Holdings L.P. (“KKR Management”), (ii) an investment agreement, dated as of January 30, 2014 (the “Investment Agreement”), with KKR Fund Holdings L.P. (“KKR Fund” and, together with KKR Management, “KKR”) and, for limited purposes, KKR Management and (iii) an investor rights agreement, dated as of January 30, 2014 (the “Investor Rights Agreement”), with KKR Fund (together, the “KKR Transaction”). | |||||
Pursuant to the terms and conditions of the Note Purchase Agreement, KKR Management has committed to purchase up to $150 million aggregate principal amount (at issuance) of subordinated 7.50% PIK notes (the “Subordinated Notes”) from the Company. | |||||
The Subordinated Notes may be issued by WMIHC, at WMIHC’s option, in one or more tranches over a three year period, subject to certain terms and conditions, including the conditions that (i) all or substantially all of the proceeds from the issuance of the Subordinated Notes are used by WMIHC to fund the acquisition of the assets of, or equity interests of, or a business line, unit or division of, any entity that has been approved by the Board, (ii) no defaults or events of default shall have occurred under the Note Purchase Agreement and (iii) no violation of certain provisions of the Investor Rights Agreement shall have occurred. KKR Management may refuse to purchase Subordinated Notes from WMIHC in the event that a third party (other than KKR or any of its affiliates) (i) has completed a successful proxy contest against WMIHC or (ii) has publicly initiated or threatened to initiate a proxy contest and, in connection therewith, such third party is granted the right to designate more than one nominee to the Board. Upon such refusal, KKR Management will automatically forfeit a percentage of warrants described below in Note 9: Capital Stock. | |||||
Additionally, WMIHC’s ability to issue the Subordinated Notes is subject to no default or event of default under the Financing Agreement, and limited by the Financing Agreement to the greater of (i) $25 million and (ii) 25% of consolidated tangible assets, as defined in the Financing Agreement. The lenders under the Financing Agreement have provided their consent to the subordination provisions of the Note Purchase Agreement, in accordance with the terms of the Financing Agreement. | |||||
Each Subordinated Note will mature on the date that is seven years from the date that the initial Subordinated Note is first issued (the “Initial Issue Date”). Interest on the Subordinated Notes is due semi-annually and will be paid entirely by capitalizing accrued and unpaid interest on each interest payment date and adding the same to the principal amount of the Subordinated Notes then outstanding. Following an increase in the principal amount of the outstanding Subordinated Notes as a result of the capitalization of accrued interest, interest will accrue on such increased principal amount from and after the date of such interest capitalization. | |||||
The Subordinated Notes will be unsecured obligations of WMIHC that rank junior to WMIHC’s existing and future senior indebtedness. The payment of all obligations owing in respect of the Subordinated Notes is expressly subordinated in right of payment to the prior payment in full of all existing and future senior indebtedness. The Subordinated Notes will be irrevocably and unconditionally guaranteed, on a joint and several basis, by certain of WMIHC’s existing and future subsidiaries. | |||||
On and after the date that is three years after the Initial Issue Date, the Subordinated Notes may be redeemed by WMIHC, in whole or in part, at the redemption prices (expressed as a percentage of principal amount of the Subordinated Notes to be redeemed) set forth below, plus accrued and unpaid interest thereon, if any, to the applicable redemption date, if redeemed during the 12-month period beginning on the dates specified below: | |||||
Date | Percentage | ||||
3rd anniversary of the Initial Issue Date | 103.75 | % | |||
4th anniversary of the Initial Issue Date | 101.875 | % | |||
5th anniversary of the Initial Issue Date and thereafter | 100 | % | |||
Prior to the date that is three years after the Initial Issue Date, the Subordinated Notes may be redeemed by the Company, in whole or in part, at a redemption price equal to 100% of the principal amount of Subordinated Notes redeemed plus a “make whole” premium calculated in the manner set forth in the Note Purchase Agreement. | |||||
The Note Purchase Agreement contains covenants that, among other things, limit WMIHC and WMIHC’s restricted subsidiaries ability to: | |||||
• | incur additional indebtedness; | ||||
• | (i) pay dividends or make other distributions, (ii) purchase, redeem or retire the capital stock of WMIHC, (iii) pay, purchase or redeem, prior to scheduled maturity, certain subordinated obligations and (iv) make certain restricted investments; | ||||
• | incur or suffer to exist liens; | ||||
• | allow to exist certain restrictions on the ability of WMIHC’s restricted subsidiaries to pay dividends or make other payments to the Company; | ||||
• | designate WMIHC’s subsidiaries as unrestricted subsidiaries; | ||||
• | enter into transactions with affiliates; | ||||
• | dispose of assets; and | ||||
• | consolidate, merge or sell all or substantially all of WMIHC’s assets. | ||||
Additionally, the Note Purchase Agreement contains covenants that require WMIHC to: | |||||
• | file reports with the SEC within certain time periods; | ||||
• | cause certain future restricted subsidiaries to guarantee the Subordinated Notes; and | ||||
• | make an offer to purchase Subordinated Notes from holders in the event of certain types of change of control of WMIHC or in certain circumstances related to the sale of WMIHC’s or a restricted subsidiary’s assets. | ||||
The covenants are subject to a number of important exceptions, limitations and qualifications set forth in the Note Purchase Agreement. | |||||
The Subordinated Notes have not been registered under the Securities Act and may not be sold or transferred in the United States without registration or an applicable exemption from the registration requirements. As of March 31, 2014, no Subordinated Notes were outstanding under the Note Purchase Agreement. | |||||
The foregoing description of the Note Purchase Agreement is qualified in its entirety by reference to the Note Purchase Agreement, which was filed with the SEC as Exhibit 4.1 on Form 8-K on January 31, 2014, and incorporated by reference. |
Capital_Stock
Capital Stock | 3 Months Ended | ||||||||||||
Mar. 31, 2014 | |||||||||||||
Equity [Abstract] | ' | ||||||||||||
Capital Stock | ' | ||||||||||||
Note 9: Capital Stock | |||||||||||||
On the Effective Date, all shares of common and preferred equity securities previously issued by WMI were cancelled and extinguished. As of the Effective Date, and pursuant to WMIHC’s Amended and Restated Articles of Incorporation (the “Articles”), WMIHC is authorized to issue up to 500,000,000 shares of common stock and up to 5,000,000 shares of blank check preferred stock, each with a par value of $0.00001 per share. 200,000,000 shares of common stock were issued by WMIHC pursuant to the Court approved Plan and in reliance on Section 1145 of the Bankruptcy Code on the Effective Date. | |||||||||||||
As described in Note 8: Financing Arrangements, WMIHC entered into (i) the Note Purchase Agreement, (ii) the Investment Agreement and (iii) the Investor Rights Agreement on January 30, 2014. | |||||||||||||
Pursuant to the terms and conditions of the Investment Agreement, the Company has sold to KKR Fund 1,000,000 shares of the Series A Convertible Preferred Stock (the “Convertible Preferred Stock”) having the terms, rights, obligations and preferences contained in the Articles of Amendment of the Company dated January 30, 2014 (the “Articles of Amendment”) for a purchase price equal to $11.1 million and has issued to KKR Fund warrants to purchase, in the aggregate, 61.4 million shares of the Company’s common stock, 30.7 million of which have an exercise price of $1.32 per share and 30.7 million of which have an exercise price of $1.43 per share (together, the “Warrants”). | |||||||||||||
The Convertible Preferred Stock has rights substantially similar to those associated with WMIHC’s common stock, with the exception of a liquidation preference, conversion rights and customary anti-dilution protections. The Convertible Preferred Stock has a liquidation preference equal to the greater of (i) $10.00 per one million shares of Convertible Preferred Stock plus declared but unpaid dividends on such shares and (ii) the amount that the holder would be entitled to in a relevant transaction had the Convertible Preferred Stock been converted to common stock of WMIHC. The Convertible Preferred Stock is convertible at a conversion price of $1.10 per share into shares of common stock of WMIHC either at the option of the holder or automatically upon transfer by KKR Fund to a non-affiliated party. As a result of the calculation of a beneficial conversion feature as required by ASC 470 a preferred deemed dividend of $9.5 million was recorded in conjunction with the issuance of the preferred stock. This preferred deemed dividend is reflected as an increase to our accumulated deficit, and as an increase in additional paid in capital. Further, KKR Fund, as the holder of the Convertible Preferred Stock and the Warrants, has received other rights pursuant to the Investor Rights Agreement as described below. | |||||||||||||
The Warrants have a five-year term from the date of issuance and are subject to customary structural adjustment provisions for stock splits, combinations, recapitalizations and other similar transactions. | |||||||||||||
KKR Fund’s rights as a holder of the Convertible Preferred Stock and the Warrants, and the rights of any subsequent holder that is an affiliate of KKR Fund (together with KKR Fund, the “Holders”) are governed by the Investor Rights Agreement. Pursuant to the Investor Rights Agreement, for so long as the Holders own 50% of the Convertible Preferred Stock issued as of January 30, 2014 (or the underlying common stock of WMIHC), the Holders will have the right to appoint one of seven directors to the Board. As of May 8, 2014, the Holders have not exercised this right of appointment. | |||||||||||||
Additionally, until January 30, 2017, the Holders will have the right to purchase up to 50% of any future equity rights offerings or other equity issuance by WMIHC on the same terms as the equity issued to other investors in such transactions, in an aggregate amount of such offerings and issuances by WMIHC of up to $1.0 billion (the “Participation Rights”). The foregoing Participation Rights do not include any issuances of securities by WMIHC constituting any part of the consideration payable by it in connection with any acquisitions or investments (including any rollover equity) or in respect of any employee options or other income compensation. The aggregate beneficial ownership by Holders of equity securities of WMIHC after giving effect to any equity issuances (and on a pro forma basis after taking into account any acquisitions) shall at no time exceed 42.5% of the equity securities of WMIHC without the prior written consent of WMIHC. Any such rights to acquire equity securities are subject to limitation to the extent they would cause a loss of all or substantially all of the benefit of the Company’s tax benefits (as such term is defined in the Articles). Except for the foregoing Participation Rights and the issuance of common stock in respect of the Warrants and the Convertible Preferred Stock, KKR Fund and its affiliates shall not purchase or acquire any equity securities of WMIHC or its subsidiaries without WMIHC’s prior written consent, subject to certain exceptions. | |||||||||||||
In connection with the issuance of the Convertible Preferred Stock and the Warrants, KKR Fund and its affiliates have agreed that, until December 31, 2016, they will not: | |||||||||||||
• | request the call of a special meeting of the shareholders of WMIHC; seek to make, or make, a shareholder proposal at any meeting of the shareholders of WMIHC; seek the removal of any director from the Board; or make any “solicitation” of “proxies” (as such terms are used in the proxy rules of the SEC) or solicit any written consents of shareholders with respect to any matter; | ||||||||||||
• | form or join or participate in a “partnership, limited partnership, syndicate or other group” within the meaning of Section 13(d)(3) of the Exchange Act, with respect to any voting securities of WMIHC; | ||||||||||||
• | make or issue, or cause to be made or issued, any public disclosure, statement or announcement (including filing reports with the SEC) (x) in support of any solicitation described above, or (y) negatively commenting upon WMIHC; | ||||||||||||
• | except pursuant to any exercise of any Warrant, the conversion of the Convertible Preferred Stock, or the exercise of the Participation Rights, acquire, agree or seek to acquire, beneficially or otherwise, any voting securities of the Company (other than securities issued pursuant to a plan established by the Board for members of the Board, a stock split, stock dividend distribution, spin-off, combination, reclassification or recapitalization of WMIHC and its common stock or other similar corporate action initiated by WMIHC); | ||||||||||||
• | enter into any discussions, negotiations, agreements or undertakings with any person with respect to the foregoing or advise, assist, encourage or seek to persuade others to take any action with respect to the foregoing, except pursuant to mandates granted by WMIHC to raise capital by WMIHC to KKR Capital Markets LLC and its affiliates; or | ||||||||||||
• | short any of WMIHC’s common stock or acquire any derivative or hedging instrument or contract relating to WMIHC’s common stock. | ||||||||||||
In the event that any shareholder or group of shareholders other than KKR Fund calls a shareholder meeting or seeks to nominate nominees to the Board, then KKR Fund shall not be restricted from calling a shareholder meeting in order to nominate directors as an alternative to the nominees nominated by such shareholder or group, provided that KKR Fund shall not nominate or propose a number of directors to the Board that is greater than the number of directors nominated or proposed by such shareholder or group. | |||||||||||||
The Investor Rights Agreement also provides the Holders with registration rights, including three long form demand registration rights, unlimited short form demand registration rights and customary piggyback registration rights with respect to common stock (and common stock underlying the Convertible Preferred Stock and the Warrants), subject to certain minimum thresholds, customary blackout periods and lockups of 180 days. | |||||||||||||
For as long as the Holders beneficially own any shares of common stock of WMIHC or Convertible Preferred Stock or any of the Warrants, WMIHC has agreed to provide customary Rule 144A information rights, to provide the Holders with regular audited and unaudited financial statements and to allow the Holders or their representatives to inspect WMIHC’s books and records. | |||||||||||||
As described above in “Note Purchase Agreement,” in certain circumstances KKR Management may refuse to purchase Subordinated Notes. Upon the occurrence of KKR Management’s refusal, pursuant to and in accordance with the terms and conditions of the Note Purchase Agreement, to purchase Subordinated Notes, Holders will automatically forfeit a percentage of the Warrants. | |||||||||||||
The foregoing description of (i) the Investor Rights Agreement is qualified in its entirety by reference to the Investor Rights Agreement, which was filed with the SEC as Exhibit 4.2 on Form 8-K on January 31, 2014, and incorporated by reference, (ii) the Warrants are qualified in their entirety by reference to the Form of Tranche A Warrant and Form of Tranche B Warrant, which were filed with the SEC as Exhibits 4.3 and 4.4, respectively, on Form 8-K on January 31, 2014, and incorporated by reference, (iii) the Convertible Preferred Stock is qualified in its entirety by reference to the Articles of Amendment, which were filed with the SEC as Exhibit 4.5 on Form 8-K on January 31, 2014, and incorporated by reference, and the Form of Series A Convertible Preferred Stock Certificate, which was filed with the SEC as Exhibit 4.6 on Form 8-K on January 31, 2014, and incorporated by reference and (iv) the Investment Agreement is qualified in its entirety by reference to the Investment Agreement, which was filed with the SEC as Exhibit 10.1 on Form 8-K on January 31, 2014, and incorporated by reference. | |||||||||||||
WMIHC issued restricted share grants to members of our Corporate Strategy and Development Committee and our Chairman, Michael Willingham, totaling $0.6 million of aggregate intrinsic value during the three months ended March 31, 2014, and to members of the Board totaling $0.7 million of aggregate intrinsic value during the year ended December 31, 2013. The restricted shares vest over a three year period and the resulting unamortized value related to the unvested restricted share grant totals $1.2 million and $0.7 million at March 31, 2014 and December 31, 2013, respectively. The unamortized value of $1.2 million at March 31, 2014, if all are ultimately vested will be amortized according to the following schedule. | |||||||||||||
Amortization Schedule (in thousands) | |||||||||||||
2nd quarter 2014 | $ | 153 | |||||||||||
3rd quarter 2014 | 153 | ||||||||||||
4th quarter 2014 | 153 | ||||||||||||
1st quarter 2015 | 146 | ||||||||||||
2nd quarter 2015 | 107 | ||||||||||||
3rd quarter 2015 | 107 | ||||||||||||
4th quarter 2015 | 107 | ||||||||||||
1st quarter 2016 | 100 | ||||||||||||
2nd quarter 2016 | 53 | ||||||||||||
3rd quarter 2016 | 53 | ||||||||||||
4th quarter 2016 | 53 | ||||||||||||
1st quarter 2017 | 23 | ||||||||||||
Total Unamortized value | $ | 1,208 | |||||||||||
Net stock-based compensation totaled $129 thousand and $46 thousand for the three months ended March 31, 2014 and 2013, respectively. The share grants were issued at the fair market value determined to be the trading price at the close of business on the respective date the grants were approved by the Board. | |||||||||||||
A summary of WMIHC’s restricted share award activity for the three months ended March 31, 2014 and year ended December 31, 2013 is presented below: | |||||||||||||
Number | Weighted | Aggregate | |||||||||||
of Restricted | Average Grant | Intrinsic | |||||||||||
Stock Awards | Date Fair | Value | |||||||||||
Outstanding | Value | (in thousands) | |||||||||||
Outstanding—January 1, 2013 | 1,156,078 | $ | 0.4761 | $ | 550 | ||||||||
Restricted stock awards granted during 2013 | 686,273 | 1.02 | 700 | ||||||||||
Restricted stock awards released or forfeited during 2013 | — | — | — | ||||||||||
Outstanding—December 31, 2013 | 1,842,351 | 0.6787 | 1,250 | ||||||||||
Restricted stock awards granted during 2014 | 250,000 | 2.53 | 633 | ||||||||||
Restricted stock awards released or forfeited during 2014 | — | — | — | ||||||||||
Outstanding—March 31, 2014 | 2,092,351 | $ | 0.8999 | $ | 1,883 | ||||||||
WMIHC has issued the total number of shares subject to the restricted stock grants, however, until vested they are subject to repurchase. Shares subject to repurchase totaled 1,092,870 on March 31, 2014 and 1,456,987 on December 31, 2013. The shares subject to repurchase at March 31, 2014 will vest according to the following schedule. | |||||||||||||
Vesting schedule of shares subject to repurchase | |||||||||||||
2nd quarter 2014 | — | ||||||||||||
3rd quarter 2014 | — | ||||||||||||
4th quarter 2014 | — | ||||||||||||
1st quarter 2015 | 697,451 | ||||||||||||
2nd quarter 2015 | — | ||||||||||||
3rd quarter 2015 | — | ||||||||||||
4th quarter 2015 | — | ||||||||||||
1st quarter 2016 | 312,087 | ||||||||||||
2nd quarter 2016 | — | ||||||||||||
3rd quarter 2016 | — | ||||||||||||
4th quarter 2016 | — | ||||||||||||
1st quarter 2017 | 83,332 | ||||||||||||
Total | 1,092,870 | ||||||||||||
WMIHC has the right, but not the obligation, to repurchase any unvested (but issued) shares of common stock at $0.0001 per share upon the termination of service in the case of a director. | |||||||||||||
A summary of the Company’s restricted shares issued and subject to repurchase as of the three months ended March 31, 2014 and year ended December 31, 2013 is presented below: | |||||||||||||
Shares subject to repurchase—January 1, 2013 | 1,156,078 | ||||||||||||
Shares issued subject to vesting during 2013 | 686,273 | ||||||||||||
Unvested shares repurchased during 2013 | — | ||||||||||||
Shares vested during 2013 | (385,364 | ) | |||||||||||
Unvested shares—December 31, 2013 | 1,456,987 | ||||||||||||
Shares issued subject to vesting during 2014 | 250,000 | ||||||||||||
Unvested shares repurchased during 2014 | — | ||||||||||||
Shares vested during 2014 | (614,117 | ) | |||||||||||
Unvested shares—March 31, 2014 | 1,092,870 | ||||||||||||
As of March 31, 2014 and December 31, 2013, 202,092,351 and 201,842,351 shares, respectively, of WMIHC’s common stock were issued and outstanding. As of March 31, 2014, 1,000,000 shares of WMIHC’s preferred stock were issued and outstanding. As of December 31, 2013, no shares of WMIHC’s preferred stock were issued or outstanding. As of March 31, 2014, 61,400,000 Warrants to purchase WMIHC’s common stock were issued and outstanding. No warrants were issued and outstanding at December 31, 2013. | |||||||||||||
See Note 12: Net (loss) Income Per Common Share for further information on shares used for EPS calculations. |
Pending_Litigation
Pending Litigation | 3 Months Ended |
Mar. 31, 2014 | |
Commitments And Contingencies Disclosure [Abstract] | ' |
Pending Litigation | ' |
Note 10: Pending Litigation | |
As of March 31, 2014, the Company was not a party to, or aware of, any pending legal proceedings or investigations requiring disclosure at this time. |
Restriction_on_Distribution_of
Restriction on Distribution of Net Assets from Subsidiary | 3 Months Ended |
Mar. 31, 2014 | |
Receivables [Abstract] | ' |
Restriction on Distribution of Net Assets from Subsidiary | ' |
Note 11: Restriction on Distribution of Net Assets from Subsidiary | |
WMMRC has net assets totaling $144.6 million and $145.8 million as of March 31, 2014 and December 31, 2013, respectively. These net assets are not immediately available for distribution to WMIHC due to restrictions imposed by trust agreements, and the requirement that the Insurance Commissioner of the State of Hawaii must approve dividends from WMMRC. Distributions from WMMRC to WMIHC are further restricted by the terms of the Runoff Notes described in Note 7: Notes Payable. |
Net_loss_Income_Per_Common_Sha
Net (loss) Income Per Common Share | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Earnings Per Share [Abstract] | ' | ||||||||
Net (loss) Income Per Common Share | ' | ||||||||
Note 12: Net (loss) Income Per Common Share | |||||||||
Basic net (loss) income per share attributable to common shareholders is computed by dividing net (loss) income, excluding net (loss) income allocated to participating securities, by the weighted average number of shares outstanding less the weighted average of unvested restricted shares outstanding. | |||||||||
There were no dilutive effects from any equity instruments for any of the periods presented, therefore diluted net (loss) income per share was the same as basic net (loss) income for all periods presented. | |||||||||
The following table sets forth the computation of basic and diluted net (loss) per share: | |||||||||
(in thousands, except per share data) | |||||||||
Three months | Three months | ||||||||
ended March 31, | ended March 31, | ||||||||
2014 | 2013 | ||||||||
Numerator for basic and diluted net (loss) per share: | |||||||||
Net (loss) | $ | (3,380 | ) | $ | (3,816 | ) | |||
Preferred deemed dividend | (9,455 | ) | — | ||||||
Less: Net (loss) allocated to participating securities | (96 | ) | (21 | ) | |||||
Net (loss) attributable to common shareholders, net of loss attributable to participating securities | $ | (12,739 | ) | $ | (3,795 | ) | |||
Denominator for basic and diluted net (loss) per share: | |||||||||
Weighted average shares outstanding | 201,978,462 | 201,156,078 | |||||||
Weighted average unvested restricted shares outstanding | (1,504,392 | ) | (1,100,414 | ) | |||||
Denominator for basic and diluted net (loss) per share: | 200,474,070 | 200,055,664 | |||||||
Basic and diluted net (loss) per share attributable to common shareholders | $ | (0.06 | ) | $ | (0.02 | ) |
Subsequent_Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2014 | |
Subsequent Events [Abstract] | ' |
Subsequent Events | ' |
Note 13: Subsequent Events | |
On April 3, 2014, WMMRC and UGRIC entered into a Commutation Agreement and Mutual Release (the “Commutation Agreement”). Pursuant to the Commutation Agreement, WMMRC and UGRIC agreed to the commutation and termination of the (i) trust and trust account (the “Trust Account”) established by that certain trust agreement dated December 31, 1998 between WMMRC, UGRIC and US Bank, National Association, as trustee (the “Trust Agreement”), pursuant to which WMMRC established a Trust Account for the benefit of UGRIC, in order to secure obligations of WMMRC and (ii) the reinsurance agreements and related arrangements described more specifically in the Commutation Agreement (the “Commutation”). In accordance with the terms of the Commutation Agreement and upon the consummation of the Commutation, UGRIC will be paid $17.7 million in cash and WMMRC will be paid all remaining cash and assets remaining in the Trust Account, which is estimated to be approximately $65.4 million (the “WMMRC Amount”) from the Commutation. | |
The effectiveness of the Commutation Agreement and the consummation of the Commutation thereunder is subject to a number of conditions including obtaining all necessary consents, approvals and waivers including the approval of the Commutation by the State of Hawaii, Insurance Division, approval of a limited waiver by the requisite holders of 13% Senior First and Second Lien Notes issued by the Company pursuant to the Indentures, dated March 19, 2012 and approval of the requisite lenders under the Company’s Financing Agreement, dated March 19, 2012 ( the “ Financing Agreement”). In the event these conditions are not satisfied, the Commutation Agreement will be null and void. The “Indentures” mean: (a) the Senior First Lien Notes Indenture dated as of March 19, 2012 by and between the Company and Wilmington Trust, National Association, as trustee (“First Indenture Trustee”) (the “First Lien Indenture”) and (b) the Senior Second Lien Notes Indenture dated as of March 19, 2012 by and between the Company and Law Debenture Trust Company of New York, as Trustee (“Second Indenture Trustee”) (the “Second Lien Indenture”). | |
The State of Hawaii, Insurance Division has approved the Commutation Agreement and the Company is seeking to enter into Limited Waiver Agreements with the First Indenture Trustee and Second Indenture Trustee in order to permit the Commutation under the terms of the First Lien Indenture and Second Lien Indenture. WMI Liquidating Trust, the beneficial owner of at least two-thirds in aggregate principal amount of the notes outstanding under the First Lien Indenture and the Second Lien Indenture, and Cede & Co., the registered holder of at least two-thirds in aggregate principal amount of the notes outstanding under the First and Second Lien Indentures, have consented to the limited waiver under the First and Second Lien Indentures. The Company is also seeking to enter into a Consent Agreement with the lenders and agent under the Financing Agreement in order to permit the Commutation under the Financing Agreement, which consent had not been obtained as of May 8, 2014. | |
Provided that the necessary consents, approvals and waivers are obtained and following the consummation of Commutation, the WMMRC Amount will be deposited into WMMRC’s custodial account. WMMRC requested and received approval from the State of Hawaii, Insurance Division to declare a dividend or distribution of all or a portion of the WMMRC Amount to the Company. Upon consummation of the Commutation and after we have obtained the necessary consents and waivers, the Company will deposit such dividend or distribution to the extent constituting Runoff Proceeds (as defined in the Indentures) directly into the Collateral Account (as defined in the Indentures) for distribution to the note holders in accordance with the Indentures. | |
Under the Commutation Agreement and upon consummation of the Commutation, the parties to the Commutation Agreement will be released from all liabilities and obligations under (i) the Trust Agreement, by and between UGRIC, as beneficiary, WMMRC, as grantor and U.S. Bank, National Association, as trustee and (ii) the reinsurance and related arrangements, described more specifically in the Commutation Agreement (the “Reinsurance Agreements”) and the Trust Agreement and Reinsurance Agreements will be terminated. |
Significant_Accounting_Policie1
Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2014 | |
Accounting Policies [Abstract] | ' |
Basis of Presentation | ' |
Basis of Presentation | |
During the bankruptcy, WMI adopted so-called “Modified Exchange Act Reporting” under the Securities and Exchange Commission (the “SEC”) Staff’s Legal Bulletin No. 2 (“SLB 2”). Following the Effective Date, WMIHC continues to rely upon the guidance set forth in SLB 2 and we filed as of the Effective Date a Form 8-K pertaining to emergence from bankruptcy and subsequently filed a Form 8-K/A, which included WMIHC’s audited balance sheet as of the Effective Date. As provided under the SLB 2 Modified Exchange Act Reporting framework, WMIHC resumed filing periodic reports under the Exchange Act for all periods after the Effective Date of the Plan. Subsequent to the Effective Date, we have timely filed our Exchange Act periodic reports. | |
The accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the SEC for quarterly reporting. Certain information and footnote disclosures normally included in the financial statements and prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) have been condensed or omitted pursuant to such rules and regulations; however, the Company believes that the disclosures included are adequate. | |
These interim unaudited condensed consolidated financial statements and notes thereto should be read in conjunction with the Company’s consolidated financial statements and notes thereto filed in the Company’s Annual Report on Form 10-K, filed with the SEC on March 14, 2014. Interim information presented in the unaudited condensed consolidated financial statements has been prepared by management. In the opinion of management, the financial statements include all adjustments necessary for a fair presentation and that all such adjustments are of a normal, recurring nature and necessary for the fair statement of the financial position, results of operations and cash flows for the periods presented in accordance with GAAP. The results of operations for the three months ended March 31, 2014 are not necessarily indicative of the results to be expected for the full year ending December 31, 2014. | |
All significant intercompany transactions and balances have been eliminated in preparing the condensed consolidated financial statements. | |
Use of Estimates | ' |
Use of Estimates | |
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Management has made significant estimates in certain areas, including valuing certain financial instruments and other assets, the determination of the contingent risk liabilities, and in determining appropriate insurance reserves. Actual results could differ substantially from those estimates. | |
Fair Value of Certain Financial Instruments | ' |
Fair Value of Certain Financial Instruments | |
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Generally, for assets that are reported at fair value, the Company uses quoted market prices or valuation models to estimate their fair value. These models incorporate inputs such as forward yield curves, market volatilities and pricing spreads, utilizing market-based inputs where readily available. The degree of management judgment involved in estimating the fair value of a financial instrument or other asset is dependent upon the availability of quoted market prices or observable market inputs. For financial instruments that are actively traded in the marketplace or whose values are based on readily available market value data, little judgment is necessary when estimating the instrument’s fair value. When observable market prices and data are not readily available, significant management judgment often is necessary to estimate fair value. In those cases, different assumptions could result in significant changes in valuation. | |
The Company classifies certain fixed-maturity investments as trading securities, which are recorded at fair value. The remaining fixed-maturity investments treated as “hold-to-maturity” investments are recorded at amortized cost which, in the case of much of our investment holdings, approximates fair value. As such, changes in unrealized gains and losses on investments held at the balance sheet date are recognized and reported as a component of net investment income on the statement of operations. The Company believes fair value provides better matching of investment earnings to potential cash flow generated from the investment portfolio and reduces subjectivity related to evaluating other-than-temporary impairment on the Company’s investment portfolio. | |
The carrying value of cash and cash equivalents, restricted cash, accounts payable and accrued liabilities approximates their fair value because of their short term nature. | |
The carrying value of notes payable approximates fair value based on time to maturity, underlying collateral, and prevailing interest rates. | |
Fair Value Option | ' |
Fair Value Option | |
The Company has recorded a liability related to a loss contract fair market value reserve (the “Reserve”) and applies Financial Accounting Standards Board (“FASB”) Fair Value Option accounting guidance to this liability. The Reserve was initially established in compliance with ASC 805-10-55-21(b)(1) which defines a loss contract as a “contract in which the unavoidable costs of meeting the obligations under the contract exceed the economic benefits expected to be received under it.” The Company recorded this Reserve to properly value the net economic value of the WMMRC subsidiary. At each reporting date, the Company reassesses the loss contract reserve which may result in a change to this line item in the balance sheet and a corresponding contra-expense which is reflected in the statement of operations. Accordingly, any changes in the loss contract reserve at the balance sheet date are recognized and reported within the loss contract reserve fair market value change in the statement of operations. The Company believes Fair Value Option accounting provides better matching of earnings to potential cash flow generated from the WMMRC operating business. | |
Fair Value Measurement | ' |
Fair Value Measurement | |
The Company’s estimates of fair value for financial assets and financial liabilities are based on the framework established in the FASB Fair Value Measurements and Disclosures accounting guidance. The framework is based on the inputs used in valuation and requires that observable inputs be used in the valuations when available. The disclosure of fair value estimates in the fair value accounting guidance hierarchy is based on whether the significant inputs into the valuation are observable. In determining the level of the hierarchy in which the estimate is disclosed, the highest priority is given to unadjusted quoted prices in active markets and the lowest priority to unobservable inputs that reflect the Company’s significant market assumptions. | |
The three levels of the hierarchy are as follows: | |
Level 1–Inputs to the valuation methodology are quoted prices for identical assets or liabilities traded in active markets. | |
Level 2–Inputs to the valuation methodology include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability and market corroborated inputs. | |
Level 3–Valuations based on models where significant inputs are not observable. The unobservable inputs reflect the Company’s own assumptions about the inputs that market participants would use. | |
Fair values are based on quoted market prices when available (Level 1). The Company receives the quoted market prices from a third party, nationally recognized pricing service. When market prices are not available, the Company utilizes a pricing service to determine an estimate of fair value. The fair value is generally estimated using current market inputs for similar financial instruments with comparable terms and credit quality, commonly referred to as matrix pricing (Level 2). These valuation techniques involve some level of management estimation and judgment. The Company recognizes transfers between levels in the fair value hierarchy at the end of the reporting period. | |
Fixed-Maturity Securities | ' |
Fixed-Maturity Securities | |
Fixed-maturity securities consist of U.S. Treasury securities, obligations of U.S. government agencies, commercial mortgage-backed securities and corporate debt securities. Fixed-maturity securities held in trust are for the benefit of the primary insurers as more fully described in Note 3: Insurance Activity. Investments in fixed-maturity securities are reported at their estimated fair values or amortized cost (as the case may be) and are classified as trading securities in accordance with applicable accounting guidance. Realized gains and losses on the sale of fixed-maturity securities are determined using the specific identification method and are reported as a component of net investment income within the statement of operations. | |
Cash Equivalents and Investments Held in Trust | ' |
Cash Equivalents and Investments Held in Trust | |
Cash equivalents, which include highly liquid overnight money market instruments, and fixed-maturity securities are held in trust for the benefit of the primary insurers as more fully described in Note 3: Insurance Activity and the following information regarding restrictions on distribution of net assets of subsidiaries. | |
Third Party Restrictions on Distribution of Net Assets of Wholly-Owned Subsidiaries | ' |
Third Party Restrictions on Distribution of Net Assets of Wholly-Owned Subsidiaries | |
The net assets of WMMRC are subject to restrictions from distribution from multiple sources including the primary insurers who have approval control of distribution from the trust, the Insurance Commissioner of the State of Hawaii who has approval control prior to distributions or intercompany advances, and additional restrictions as described in Note 7: Notes Payable. | |
Premium Recognition | ' |
Premium Recognition | |
Premiums assumed are earned on a daily pro-rata basis over the underlying policy terms. Premiums assumed relating to the unexpired portion of policies in force at the balance sheet date are recorded as unearned premiums. Unearned premiums also include a reserve for post default premium reserves. Post default premium reserves occur when a loan is in a default position and the servicer continues to advance the premiums. If the loan ultimately goes to claim, the premiums advanced during the period of default are subject to recapture. The Company records a default premium reserve based on information provided by the underlying mortgage insurers when they provide information on the default premium reserve separately from other reserves. The change in the default premium reserve is reflected as a reduction or increase, as the case may be, in premiums assumed. The Company has recorded unearned premiums totaling $1.3 million and $1.4 million as of March 31, 2014 and December 31, 2013, respectively. | |
The Company recognizes premium deficiencies when there is a probable loss on an insurance contract. Premium deficiencies are recognized if the sum of the present value of expected losses and loss adjustment expenses, unamortized deferred acquisition costs, and maintenance costs exceed unearned premiums and anticipated investment income. Premium deficiency reserves have been recorded totaling $2.0 million and $2.4 million as of March 31, 2014 and December 31, 2013, respectively. | |
The Company’s premium deficiency analysis was performed on a single book basis and includes all book years and reinsurance treaties aggregated together using assumptions based on the actuarial best estimates at the balance sheet date. The calculation for premium deficiency requires significant judgment and includes estimates of future expected premiums, claims, loss adjustment expenses and investment income as of the balance sheet date. To the extent ultimate losses are higher or premiums are lower than estimated, additional premium deficiency reserves may be required in the future. | |
Cash and Cash Equivalents | ' |
Cash and Cash Equivalents | |
Cash and cash equivalents include cash on hand, amounts due from banks, U.S. Treasury bills and overnight investments. Except as described above in Cash Equivalents and Investments Held in Trust, the Company considers all amounts that are invested in highly liquid over-night money market instruments to be cash equivalents. The FDIC insures amounts on deposit with each financial institution up to limits as prescribed by law. The Company may hold funds with financial institutions in excess of the FDIC insured amount, however, the Company has not experienced any losses in such accounts and management believes it is not exposed to any significant credit risk on cash and cash equivalents. | |
Restricted Cash | ' |
Restricted Cash | |
Restricted cash consists of amounts held for the express purposes of paying principal and interest and related fees on the Runoff Notes pursuant to the terms of the Indentures. | |
Ceding Commission Expense | ' |
Ceding Commission Expense | |
The Company is required to pay a ceding commission to certain primary insurers pursuant to certain reinsurance agreements. | |
Losses and Loss Adjustment Reserves | ' |
Losses and Loss Adjustment Reserves | |
The losses and loss adjustment reserve includes case basis estimates of reported losses and supplemental amounts for incurred but not reported losses (“IBNR”). A default is considered the incident (e.g., the failure to make timely payment of mortgage payments) that may give rise to a claim for mortgage insurance. In establishing the losses and loss adjustment reserve, the Company utilizes the findings of an independent consulting actuary. The consulting actuary estimates ultimate loss rates based upon industry data and claims and exposure data provided by the primary mortgage insurance carriers and assumptions of prepayment speed relative to loans reinsured by the Company. The fully developed ultimate loss rates are then applied to cumulative earned premium and reduced for cumulative losses and loss adjustment expenses paid to arrive at the liability for unpaid losses and loss adjustment expenses. Actuarial methods utilized by the consulting actuary to derive the ultimate loss rates include the loss development method, simulated loss development method, Bornhuetter-Ferguson method and simulated Bornhuetter-Ferguson method on a paid and incurred basis. Due to the current condition of the mortgage insurance market, WMMRC has recorded reserves at the higher of (x) reserves estimated by the consulting actuary for each primary mortgage guaranty carrier and (y) ceded case reserves and IBNR levels reported by the primary mortgage guaranty carriers as of March 31, 2014 and December 31, 2013, respectively. Management believes that its aggregate liability for unpaid losses and loss adjustment expenses at period end represents its best estimate, based upon the available data, of the amount necessary to cover the current cost of losses. However, due to the inherent uncertainty arising from fluctuations in the persistency rate of mortgage insurance claims, the Company’s size and lack of prior operating history, external factors such as future changes in regional or national economic conditions, judicial decisions, federal and state legislation related to mortgage restructuring and foreclosure restrictions, claims denials and coverage rescissions by primary carriers and other factors beyond management’s control, it is not presently possible to determine whether actual loss experience will conform to the assumptions used in determining the estimated amounts for such liability at the balance sheet date. Accordingly, the ultimate liability could be significantly higher or lower, as the case may be, of the amount indicated in the financial statements and there can be no assurance that the reserve amounts recorded will be sufficient. As adjustments to these estimates become necessary, such adjustments are reflected in current operations. | |
Loss Contract Fair Market Value Reserves | ' |
Loss Contract Fair Market Value Reserves | |
A loss contract fair market value reserve relating to contractual obligations of WMMRC was established at March 19, 2012 as a result of applying Fresh Start Accounting and in compliance with ASC 805-10-55-21(b)(1) which defines a loss contract as a “contract in which the unavoidable costs of meeting the obligations under the contract exceed the economic benefits expected to be received under it.” The fair market value of this reserve is analyzed quarterly and is adjusted accordingly. This adjustment to the reserve produces an expense or contra-expense in the statement of operations. | |
Fresh Start Accounting | ' |
Fresh Start Accounting | |
The Company adopted fresh start accounting in accordance with ASC 852 (Reorganizations) (“ASC 852”) upon emergence from bankruptcy on March 19, 2012. Under ASC 852, the application of fresh start accounting results in the allocation of reorganization value to the fair value of assets, and is required when (a) the reorganization value of assets immediately prior to confirmation of a plan of reorganization is less than the total of all post-petition liabilities and allowed claims and (b) the holders of voting shares immediately prior to the confirmation of the plan of reorganization receive less than 50 percent of the voting shares of the emerging entity. The Company adopted fresh start accounting as of the Effective Date, which represents the date on which all material conditions precedent to the effectiveness of the Plan were satisfied or waived. As of the Effective Date, the Company believes that it satisfied both of the aforementioned conditions. | |
The Company’s reorganization value (“Equity Value”), upon emergence from bankruptcy, was determined to be $76.6 million, which represented management’s best estimate of fair value based on a calculation of the present value of the Company’s consolidated assets and liabilities as at March 19, 2012. As part of our fresh start reporting, we applied various valuation methodologies to calculate the reorganization value of the Company. These methods included (a) the comparable company analysis, (b) the precedent transactions analysis and (c) the discounted cash flow analysis. The application of these methodologies requires certain key estimates, judgments and assumptions, including financial projections, the amount of cash available to fund operations and current market conditions. Such projections, judgments and assumptions are inherently subject to significant uncertainties and there can be no assurance that such estimates, assumptions and projections reflected in the valuation will be realized and actual results may vary materially. The Company filed a Form 8-K pertaining to emergence from bankruptcy and subsequently filed a Form 8-K/A, which included WMIHC’s audited balance sheet as of the Effective Date. | |
Comprehensive Income (Loss) | ' |
Comprehensive Income (Loss) | |
The Company has no comprehensive income (loss) other than the net income (loss) disclosed in the condensed consolidated statement of operations. | |
Earnings (Loss) Per Common Share | ' |
Earnings (Loss) Per Common Share | |
Basic earnings (loss) per common share is computed by dividing net income (loss) applicable to the Company’s common shareholders by the weighted average number of common shares outstanding for the period. Diluted earnings (loss) per common share is computed by dividing net income (loss) applicable to the Company’s common shareholders by the weighted average number of common shares outstanding during the period and the effect of all dilutive common stock equivalents (of which we had zero prior to the current quarter). If common share equivalents exist, in periods where there is a net loss, diluted loss per common share would be equal to or less than basic loss per common share, since the effect of including any common share equivalents would be antidilutive. | |
Share Based Compensation | ' |
Share Based Compensation | |
On May 22, 2012, WMIHC’s board of directors (the “Board”) approved the 2012 Plan to award restricted stock to its non-employee directors and to have a plan in place for awards to executives and others in connection with the Company’s operations and future strategic plans. A total of 2 million shares of common stock were initially reserved for future issuance under the Plan, which became effective upon the Board approval on May 22, 2012. On February 10, 2014, the Board approved and adopted a First Amendment to the 2012 Plan, pursuant to which the number of shares of WMIHC’s common stock reserved and available for grants under the 2012 Plan was increased from 2 million shares to 3 million shares, and that modified the terms under which the 2012 Plan may be amended to permit such an increase through action of the Board except when shareholder approval is necessary to comply with any applicable law, regulation or rule of any stock exchange on which WMIHC’s shares are listed, quoted or traded. The 2012 Plan provides for the granting of restricted shares and other cash and share based awards. The value of restricted stock is determined using the fair market value of the shares on the issuance date. | |
Income Taxes | ' |
Income Taxes | |
The Company follows the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for the future income tax consequences attributable to differences between the carrying amounts and tax bases of assets and liabilities and losses carried forward and tax credits. Deferred tax assets and liabilities are measured using enacted tax rates and laws applicable to the years in which the differences are expected to reverse. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is provided to the extent that it is more likely than not that deferred tax assets will not be realized. | |
The Company recognizes the financial statement effects of a tax position when it is more likely than not, based on the technical merits, that the position will be sustained upon examination. Penalties and interest, of which there are none, would be reflected in income tax expense. Tax years are open to the extent the Company has net operating loss carry-forwards available to be utilized currently. | |
Dividend Policy | ' |
Dividend Policy | |
WMIHC has paid no dividends on or after the Effective Date and currently has no plans to pay a dividend. The Financing Agreement and the Note Purchase Agreement (as such are defined in Note 8: Financing Arrangements) includes restrictions related to the payment of dividends. | |
New Accounting Pronouncements | ' |
New Accounting Pronouncements | |
In March 2014 the FASB issued Accounting Standards Update 2014-06, Technical Corrections and Improvements Related to Glossary Terms — amendments in this update relate to glossary terms and cover a wide range of topics in the codification. The Company has reviewed this standard and determined it has no material impact on the Company’s consolidated financial position, results of operations or disclosure requirements. |
Insurance_Activity_Tables
Insurance Activity (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Insurance [Abstract] | ' | ||||||||
Schedule of Premiums Assumed and Earned | ' | ||||||||
Premiums assumed and earned are as follows for the periods ended March 31, 2014 and 2013, respectively: | |||||||||
Three Months | Three Months | ||||||||
Ended March 31, | Ended March 31, | ||||||||
2014 | 2013 | ||||||||
Premiums assumed | $ | 2,039 | $ | 3,374 | |||||
Change in unearned premiums | 127 | 31 | |||||||
Premiums earned | $ | 2,166 | $ | 3,405 | |||||
Components of Liability for Losses and Loss Adjustment Reserves | ' | ||||||||
The components of the liability for losses and loss adjustment reserves are as follows as of March 31, 2014 and December 31, 2013, respectively: | |||||||||
March 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
Case-basis reserves | $ | 32,133 | $ | 41,159 | |||||
IBNR reserves | 668 | 713 | |||||||
Premium deficiency reserves | 2,036 | 2,442 | |||||||
Total losses and loss adjustment reserves | $ | 34,837 | $ | 44,314 | |||||
Summary of Losses and Loss Adjustment Reserve Activity | ' | ||||||||
Losses and loss adjustment reserve activity are as follows for the three months ended March 31, 2014 and the year ended December 31, 2013, respectively: | |||||||||
March 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
Balance at beginning of period | $ | 44,314 | $ | 82,524 | |||||
Incurred - prior periods | 1,104 | (6,159 | ) | ||||||
Paid - prior periods | (10,581 | ) | (32,051 | ) | |||||
Total losses and loss adjustment reserves | $ | 34,837 | $ | 44,314 | |||||
Investment_Securities_Tables
Investment Securities (Tables) | 3 Months Ended | ||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||
Investments Debt And Equity Securities [Abstract] | ' | ||||||||||||||||
Schedule of Amortized Cost, Gross Unrealized Gains, Gross Unrealized Losses and Estimated Fair Values of Fixed-Maturity Securities | ' | ||||||||||||||||
The amortized cost, gross unrealized gains, gross unrealized losses and estimated fair values of fixed-maturity securities held in trust at March 31, 2014, are as follows: | |||||||||||||||||
Amortized | Gross | Gross | Estimated | ||||||||||||||
Cost | Unrealized | Unrealized | Fair Value | ||||||||||||||
Gains | Losses | ||||||||||||||||
Obligations of U.S. government sponsored enterprises | $ | 8,491 | $ | 46 | $ | (40 | ) | $ | 8,497 | ||||||||
Corporate debt securities | 89,529 | 1,306 | (104 | ) | 90,731 | ||||||||||||
Commercial paper | 96,115 | — | — | 96,115 | |||||||||||||
Foreign corporate debt securities | 21,064 | 178 | (105 | ) | 21,137 | ||||||||||||
Total fixed-maturity securities | 215,199 | 1,530 | (249 | ) | 216,480 | ||||||||||||
Less total unrestricted fixed-maturity securities – trading | 7,303 | 234 | (12 | ) | 7,525 | ||||||||||||
Less total unrestricted fixed-maturity securities – held to maturity | 78,638 | — | — | 78,638 | |||||||||||||
Total fixed-maturity securities held in trust | $ | 129,258 | $ | 1,296 | $ | (237 | ) | $ | 130,317 | ||||||||
The amortized cost, gross unrealized gains, gross unrealized losses and estimated fair values of fixed-maturity securities held in trust at December 31, 2013, are as follows: | |||||||||||||||||
Amortized | Gross | Gross | Estimated | ||||||||||||||
Cost | Unrealized | Unrealized | Fair Value | ||||||||||||||
Gains | Losses | ||||||||||||||||
Obligations of U.S. government sponsored enterprises | $ | 15,868 | $ | 127 | $ | (163 | ) | $ | 15,832 | ||||||||
Corporate debt securities | 80,624 | 1,450 | (182 | ) | 81,892 | ||||||||||||
Commercial paper | 98,929 | 4 | (1 | ) | 98,932 | ||||||||||||
Foreign corporate debt securities | 22,166 | 149 | (170 | ) | 22,145 | ||||||||||||
Total fixed-maturity securities | 217,587 | 1,730 | (516 | ) | 218,801 | ||||||||||||
Less total unrestricted fixed-maturity securities – trading | 7,326 | 232 | (13 | ) | 7,545 | ||||||||||||
Less total unrestricted fixed-maturity securities – held to maturity | 65,352 | — | — | 65,352 | |||||||||||||
Total fixed-maturity securities held in trust | $ | 144,909 | $ | 1,498 | $ | (503 | ) | $ | 145,904 | ||||||||
Schedule of Amortized Cost and Estimated Fair Value of Fixed-Maturity Securities by Contractual Maturity | ' | ||||||||||||||||
Amortized cost and estimated fair value of fixed-maturity securities at March 31, 2014 by contractual maturity are as follows: | |||||||||||||||||
Amortized | Estimated | ||||||||||||||||
Cost | Fair Value | ||||||||||||||||
Maturity in: | |||||||||||||||||
2014 | $ | 120,156 | $ | 120,186 | |||||||||||||
2015-2019 | 94,040 | 95,265 | |||||||||||||||
2020-2023 | 1,003 | 1,029 | |||||||||||||||
Thereafter | — | — | |||||||||||||||
Total fixed-maturity securities | $ | 215,199 | $ | 216,480 | |||||||||||||
Summary of Net Investment Income | ' | ||||||||||||||||
Net investment income for the three months ended March 31, 2014 and 2013, respectively, is summarized as follows: | |||||||||||||||||
Three Months | Three Months | ||||||||||||||||
Ended March 31, | Ended March 31, | ||||||||||||||||
2014 | 2013 | ||||||||||||||||
Investment income: | |||||||||||||||||
Amortization of premium or discount on fixed-maturity securities | $ | (529 | ) | $ | (488 | ) | |||||||||||
Investment income on fixed-maturity securities | 1,102 | 1,858 | |||||||||||||||
Interest income on cash and equivalents | 2 | 4 | |||||||||||||||
Realized net gain from sale of investments | 27 | 134 | |||||||||||||||
Unrealized (losses) gains on trading securities held at period end | 66 | (812 | ) | ||||||||||||||
Net investment income | $ | 668 | $ | 696 | |||||||||||||
Schedule of Investments in Accordance with Fair Value Measurement | ' | ||||||||||||||||
The following tables show how the Company’s investments are categorized in accordance with fair value measurement, as of March 31, 2014 and December 31, 2013, respectively: | |||||||||||||||||
March 31, 2014 | |||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | ||||||||||||||
Class of Security: | |||||||||||||||||
Obligations of U.S. government sponsored enterprises | $ | 3,042 | $ | 5,455 | $ | — | $ | 8,497 | |||||||||
Corporate debt securities | 29,813 | 60,918 | — | 90,731 | |||||||||||||
Commercial paper | 96,115 | — | — | 96,115 | |||||||||||||
Foreign corporate debt securities | 6,842 | 14,295 | — | 21,137 | |||||||||||||
Total fixed-maturity securities | 135,812 | 80,668 | — | 216,480 | |||||||||||||
Money market funds | 42,019 | — | — | 42,019 | |||||||||||||
Total | $ | 177,831 | $ | 80,668 | $ | — | $ | 258,499 | |||||||||
31-Dec-13 | |||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | ||||||||||||||
Class of Security: | |||||||||||||||||
Obligations of U.S. government sponsored enterprises | $ | 6,299 | $ | 9,533 | $ | — | $ | 15,832 | |||||||||
Corporate debt securities | 11,891 | 70,001 | — | 81,892 | |||||||||||||
Commercial paper | 98,932 | — | — | 98,932 | |||||||||||||
Foreign corporate debt securities | 7,652 | 14,493 | — | 22,145 | |||||||||||||
Total fixed-maturity securities | 124,774 | 94,027 | — | 218,801 | |||||||||||||
Money market funds | 44,863 | — | — | 44,863 | |||||||||||||
Total | $ | 169,637 | $ | 94,027 | $ | — | $ | 263,664 | |||||||||
Summary of Transfers between Level 1 and Level 2 | ' | ||||||||||||||||
January 1, 2014 to March 31, 2014 | January 1, 2013 to December 31, 2013 | ||||||||||||||||
Transfers | Transfers | Transfers | Transfers | ||||||||||||||
from | from Level 2 | from | from Level 2 | ||||||||||||||
Level 1 to | to Level 1 | Level 1 to | to Level 1 | ||||||||||||||
Level 2 | Level 2 | ||||||||||||||||
Class of securities: | |||||||||||||||||
Corporate securities | $ | — | $ | 11,299 | $ | — | $ | 4,598 | |||||||||
Foreign corporate debt securities | — | 768 | — | 2,537 | |||||||||||||
Total transfers | $ | — | $ | 12,067 | $ | — | $ | 7,135 | |||||||||
Financing_Arrangements_Tables
Financing Arrangements (Tables) | 3 Months Ended | ||||
Mar. 31, 2014 | |||||
Condensed Financial Information Of Parent Company Only Disclosure [Abstract] | ' | ||||
Schedule of Subordinate Note Redemption | ' | ||||
Date | Percentage | ||||
3rd anniversary of the Initial Issue Date | 103.75 | % | |||
4th anniversary of the Initial Issue Date | 101.875 | % | |||
5th anniversary of the Initial Issue Date and thereafter | 100 | % |
Capital_Stock_Tables
Capital Stock (Tables) | 3 Months Ended | ||||||||||||
Mar. 31, 2014 | |||||||||||||
Equity [Abstract] | ' | ||||||||||||
Schedule of Unamortized Value of Restricted Stock | ' | ||||||||||||
The unamortized value of $1.2 million at March 31, 2014, if all are ultimately vested will be amortized according to the following schedule. | |||||||||||||
Amortization Schedule (in thousands) | |||||||||||||
2nd quarter 2014 | $ | 153 | |||||||||||
3rd quarter 2014 | 153 | ||||||||||||
4th quarter 2014 | 153 | ||||||||||||
1st quarter 2015 | 146 | ||||||||||||
2nd quarter 2015 | 107 | ||||||||||||
3rd quarter 2015 | 107 | ||||||||||||
4th quarter 2015 | 107 | ||||||||||||
1st quarter 2016 | 100 | ||||||||||||
2nd quarter 2016 | 53 | ||||||||||||
3rd quarter 2016 | 53 | ||||||||||||
4th quarter 2016 | 53 | ||||||||||||
1st quarter 2017 | 23 | ||||||||||||
Total Unamortized value | $ | 1,208 | |||||||||||
Summary of Company's Restricted Share Award Activity | ' | ||||||||||||
A summary of WMIHC’s restricted share award activity for the three months ended March 31, 2014 and year ended December 31, 2013 is presented below: | |||||||||||||
Number | Weighted | Aggregate | |||||||||||
of Restricted | Average Grant | Intrinsic | |||||||||||
Stock Awards | Date Fair | Value | |||||||||||
Outstanding | Value | (in thousands) | |||||||||||
Outstanding—January 1, 2013 | 1,156,078 | $ | 0.4761 | $ | 550 | ||||||||
Restricted stock awards granted during 2013 | 686,273 | 1.02 | 700 | ||||||||||
Restricted stock awards released or forfeited during 2013 | — | — | — | ||||||||||
Outstanding—December 31, 2013 | 1,842,351 | 0.6787 | 1,250 | ||||||||||
Restricted stock awards granted during 2014 | 250,000 | 2.53 | 633 | ||||||||||
Restricted stock awards released or forfeited during 2014 | — | — | — | ||||||||||
Outstanding—March 31, 2014 | 2,092,351 | $ | 0.8999 | $ | 1,883 | ||||||||
Schedule of Vesting Shares Subject to Repurchase | ' | ||||||||||||
The shares subject to repurchase at March 31, 2014 will vest according to the following schedule. | |||||||||||||
Vesting schedule of shares subject to repurchase | |||||||||||||
2nd quarter 2014 | — | ||||||||||||
3rd quarter 2014 | — | ||||||||||||
4th quarter 2014 | — | ||||||||||||
1st quarter 2015 | 697,451 | ||||||||||||
2nd quarter 2015 | — | ||||||||||||
3rd quarter 2015 | — | ||||||||||||
4th quarter 2015 | — | ||||||||||||
1st quarter 2016 | 312,087 | ||||||||||||
2nd quarter 2016 | — | ||||||||||||
3rd quarter 2016 | — | ||||||||||||
4th quarter 2016 | — | ||||||||||||
1st quarter 2017 | 83,332 | ||||||||||||
Total | 1,092,870 | ||||||||||||
Summary of Company's Restricted Shares Issued and Subject to Repurchase | ' | ||||||||||||
A summary of the Company’s restricted shares issued and subject to repurchase as of the three months ended March 31, 2014 and year ended December 31, 2013 is presented below: | |||||||||||||
Shares subject to repurchase—January 1, 2013 | 1,156,078 | ||||||||||||
Shares issued subject to vesting during 2013 | 686,273 | ||||||||||||
Unvested shares repurchased during 2013 | — | ||||||||||||
Shares vested during 2013 | (385,364 | ) | |||||||||||
Unvested shares—December 31, 2013 | 1,456,987 | ||||||||||||
Shares issued subject to vesting during 2014 | 250,000 | ||||||||||||
Unvested shares repurchased during 2014 | — | ||||||||||||
Shares vested during 2014 | (614,117 | ) | |||||||||||
Unvested shares—March 31, 2014 | 1,092,870 | ||||||||||||
Net_loss_Income_Per_Common_Sha1
Net (loss) Income Per Common Share (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Earnings Per Share [Abstract] | ' | ||||||||
Computation of Basic and Diluted Net (Loss) Per Share | ' | ||||||||
The following table sets forth the computation of basic and diluted net (loss) per share: | |||||||||
(in thousands, except per share data) | |||||||||
Three months | Three months | ||||||||
ended March 31, | ended March 31, | ||||||||
2014 | 2013 | ||||||||
Numerator for basic and diluted net (loss) per share: | |||||||||
Net (loss) | $ | (3,380 | ) | $ | (3,816 | ) | |||
Preferred deemed dividend | (9,455 | ) | — | ||||||
Less: Net (loss) allocated to participating securities | (96 | ) | (21 | ) | |||||
Net (loss) attributable to common shareholders, net of loss attributable to participating securities | $ | (12,739 | ) | $ | (3,795 | ) | |||
Denominator for basic and diluted net (loss) per share: | |||||||||
Weighted average shares outstanding | 201,978,462 | 201,156,078 | |||||||
Weighted average unvested restricted shares outstanding | (1,504,392 | ) | (1,100,414 | ) | |||||
Denominator for basic and diluted net (loss) per share: | 200,474,070 | 200,055,664 | |||||||
Basic and diluted net (loss) per share attributable to common shareholders | $ | (0.06 | ) | $ | (0.02 | ) |
The_Company_and_its_Subsidiari1
The Company and its Subsidiaries - Additional Information (Detail) (USD $) | 3 Months Ended | 3 Months Ended | 3 Months Ended | ||||||||||||
Mar. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Mar. 19, 2012 | Sep. 25, 2008 | Mar. 31, 2014 | Feb. 10, 2014 | Aug. 13, 2013 | Oct. 18, 2012 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | |
Operations | Two Thousand And Twelve Restricted Stock Unit Plan [Member] | Two Thousand And Twelve Restricted Stock Unit Plan [Member] | Two Thousand And Twelve Restricted Stock Unit Plan [Member] | Two Thousand And Twelve Restricted Stock Unit Plan [Member] | New WMI Shareholders [Member] | Escrow Deposit [Member] | 13% Senior First Lien Notes [Member] | 13% Senior Second Lien Notes [Member] | WMI Holdings Corp. [Member] | WMMRC [Member] | |||||
Insurers | |||||||||||||||
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of operations | 1 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Assets sold of WMB in exchange for payment | ' | ' | ' | ' | $1,880,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debtors field plan | 12-Dec-11 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Plan Effective Date | 19-Mar-12 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Claims distributed to parties-in-interest | 6,500,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash received from creditors | 75,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Senior credit facility | 125,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Senior credit facility for working capital | 25,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Senior credit facility for acquisitions and originations | 100,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issued aggregate principal amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 110,000,000 | 20,000,000 | ' | ' |
Debt amount percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 13.00% | 13.00% | ' | ' |
Common stock, shares issued | 202,092,351 | 201,842,351 | ' | ' | ' | ' | 250,000 | 686,273 | 1,156,078 | 194,670,501 | 5,329,499 | ' | ' | 200,000,000 | ' |
Abandoned stock | ' | ' | 8,370,000,000 | 8,370,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Available and utilizable NOL | ' | $5,960,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock, shares authorized | 500,000,000 | 500,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock, par value | $0.00 | $0.00 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred stock, par value | $0.00 | $0.00 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock shares issued on effective date | ' | ' | ' | ' | ' | 200,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock shares issued to new shareholders | 194,670,501 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Disputed equity escrow shares | 5,329,499 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares remained in disputed equity escrow | 2,922,037 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred stock, shares issued | 1,000,000 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock, shares outstanding | 202,092,351 | 201,842,351 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred stock, shares outstanding | 1,000,000 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of primary mortgage insurers | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 7 |
Significant_Accounting_Policie2
Significant Accounting Policies - Additional Information (Detail) (USD $) | 3 Months Ended | ||||||
Mar. 31, 2014 | Jan. 30, 2014 | Dec. 31, 2013 | Mar. 31, 2013 | 22-May-12 | Mar. 19, 2012 | Feb. 10, 2014 | |
As Amended [Member] | |||||||
Significant Accounting Policies [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Unearned premiums | $1,267,000 | ' | $1,394,000 | ' | ' | ' | ' |
Premium deficiency reserves | 2,000,000 | ' | ' | 2,400,000 | ' | ' | ' |
Maximum percent of the voting shares of the emerging entity immediately prior to the confirmation of reorganization | 50.00% | 42.50% | ' | ' | ' | 50.00% | ' |
Company's reorganization value | ' | ' | ' | ' | ' | 76,600,000 | ' |
Comprehensive income (loss) | 0 | ' | ' | ' | ' | ' | ' |
Number of dilutive effect of common stock equivalents | 0 | ' | ' | ' | ' | ' | ' |
Common stock reserved for future issuance | ' | ' | ' | ' | 2,000,000 | ' | 3,000,000 |
Amount of dividends paid on or after Effective Date | $0 | ' | ' | ' | ' | ' | ' |
Insurance_Activity_Additional_
Insurance Activity - Additional Information (Detail) (USD $) | 3 Months Ended | |||
In Millions, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 | Aug. 31, 2009 |
Effects of Reinsurance [Line Items] | ' | ' | ' | ' |
Quoted percentage to share base | ' | ' | ' | 50.00% |
Balances in the fair market reserve | $46.30 | ' | $46.30 | ' |
Decreased value of fair market reserve | $1 | $1 | ' | ' |
WMMRC [Member] | ' | ' | ' | ' |
Effects of Reinsurance [Line Items] | ' | ' | ' | ' |
Second loss layer risk percentage of range minimum | ' | ' | ' | 5.00% |
Second loss layer risk percentage of range maximum | ' | ' | ' | 10.00% |
First loss layer risk percentage of range minimum | ' | ' | ' | 4.00% |
First loss layer risk percentage of range maximum | ' | ' | ' | 5.00% |
Minimum period of reinsurance agreements | '5 years | ' | ' | ' |
Maximum period of reinsurance agreements | '10 years | ' | ' | ' |
WMMRC [Member] | Minimum [Member] | ' | ' | ' | ' |
Effects of Reinsurance [Line Items] | ' | ' | ' | ' |
Net of ceding commission, percentage | ' | ' | ' | 25.00% |
WMMRC [Member] | Maximum [Member] | ' | ' | ' | ' |
Effects of Reinsurance [Line Items] | ' | ' | ' | ' |
Net of ceding commission, percentage | ' | ' | ' | 40.00% |
Insurance_Activity_Schedule_of
Insurance Activity - Schedule of Premiums Assumed and Earned (Detail) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Insurance [Abstract] | ' | ' |
Premiums assumed | $2,039 | $3,374 |
Change in unearned premiums | 127 | 31 |
Premiums earned | $2,166 | $3,405 |
Insurance_Activity_Components_
Insurance Activity - Components of Liability for Losses and Loss Adjustment Reserves (Detail) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | |||
Effects of Reinsurance [Line Items] | ' | ' | ' |
Losses and loss adjustment reserves | $34,837 | $44,314 | $82,524 |
Case-basis reserves [Member] | ' | ' | ' |
Effects of Reinsurance [Line Items] | ' | ' | ' |
Losses and loss adjustment reserves | 32,133 | 41,159 | ' |
IBNR reserves [Member] | ' | ' | ' |
Effects of Reinsurance [Line Items] | ' | ' | ' |
Losses and loss adjustment reserves | 668 | 713 | ' |
Premium deficiency reserves [Member] | ' | ' | ' |
Effects of Reinsurance [Line Items] | ' | ' | ' |
Losses and loss adjustment reserves | $2,036 | $2,442 | ' |
Insurance_Activity_Summary_of_
Insurance Activity - Summary of Losses and Loss Adjustment Reserve Activity (Detail) (USD $) | 3 Months Ended | 12 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 |
Insurance [Abstract] | ' | ' | ' |
Balance at beginning of period | $44,314 | $82,524 | $34,837 |
Incurred - prior periods | 1,104 | -6,159 | ' |
Paid - prior periods | -10,581 | -32,051 | ' |
Total | $34,837 | $44,314 | ' |
Investment_Securities_Schedule
Investment Securities - Schedule of Amortized Cost, Gross Unrealized Gains, Gross Unrealized Losses and Estimated Fair Values of Fixed-Maturity Securities (Detail) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Schedule of Trading Securities and Other Trading Assets [Line Items] | ' | ' |
Total fixed-maturity securities, Amortized Cost | $215,199 | $217,587 |
Total fixed-maturity securities, Gross Unrealized Gains | 1,530 | 1,730 |
Total fixed-maturity securities, Gross Unrealized Losses | -249 | -516 |
Total fixed-maturity securities, Estimated Fair Value | 216,480 | 218,801 |
Total fixed-maturity securities held in trust, Amortized Cost | 129,258 | 144,909 |
Total fixed-maturity securities held in trust, Gross Unrealized Gains | 1,296 | 1,498 |
Total fixed-maturity securities held in trust, Gross Unrealized Losses | -237 | -503 |
Total fixed-maturity securities held in trust, Estimated Fair Value | 130,317 | 145,904 |
Obligations of U.S. Government Sponsored Enterprises [Member] | ' | ' |
Schedule of Trading Securities and Other Trading Assets [Line Items] | ' | ' |
Total fixed-maturity securities, Amortized Cost | 8,491 | 15,868 |
Total fixed-maturity securities, Gross Unrealized Gains | 46 | 127 |
Total fixed-maturity securities, Gross Unrealized Losses | -40 | -163 |
Total fixed-maturity securities, Estimated Fair Value | 8,497 | 15,832 |
Corporate Debt Securities [Member] | ' | ' |
Schedule of Trading Securities and Other Trading Assets [Line Items] | ' | ' |
Total fixed-maturity securities, Amortized Cost | 89,529 | 80,624 |
Total fixed-maturity securities, Gross Unrealized Gains | 1,306 | 1,450 |
Total fixed-maturity securities, Gross Unrealized Losses | -104 | -182 |
Total fixed-maturity securities, Estimated Fair Value | 90,731 | 81,892 |
Commercial Paper [Member] | ' | ' |
Schedule of Trading Securities and Other Trading Assets [Line Items] | ' | ' |
Total fixed-maturity securities, Amortized Cost | 96,115 | 98,929 |
Total fixed-maturity securities, Gross Unrealized Gains | ' | 4 |
Total fixed-maturity securities, Gross Unrealized Losses | ' | -1 |
Total fixed-maturity securities, Estimated Fair Value | 96,115 | 98,932 |
Foreign Corporate Debt Securities [Member] | ' | ' |
Schedule of Trading Securities and Other Trading Assets [Line Items] | ' | ' |
Total fixed-maturity securities, Amortized Cost | 21,064 | 22,166 |
Total fixed-maturity securities, Gross Unrealized Gains | 178 | 149 |
Total fixed-maturity securities, Gross Unrealized Losses | -105 | -170 |
Total fixed-maturity securities, Estimated Fair Value | 21,137 | 22,145 |
Trading [Member] | ' | ' |
Schedule of Trading Securities and Other Trading Assets [Line Items] | ' | ' |
Less total unrestricted fixed-maturity securities, Amortized Cost | 7,303 | 7,326 |
Less total unrestricted fixed-maturity securities, Gross Unrealized Gains | 234 | 232 |
Less total unrestricted fixed-maturity securities, Gross Unrealized Losses | -12 | -13 |
Less total unrestricted fixed-maturity securities, Estimated Fair Value | 7,525 | 7,545 |
Held to Maturity [Member] | ' | ' |
Schedule of Trading Securities and Other Trading Assets [Line Items] | ' | ' |
Less total unrestricted fixed-maturity securities, Amortized Cost | 78,638 | 65,352 |
Less total unrestricted fixed-maturity securities, Gross Unrealized Gains | ' | ' |
Less total unrestricted fixed-maturity securities, Gross Unrealized Losses | ' | ' |
Less total unrestricted fixed-maturity securities, Estimated Fair Value | $78,638 | $65,352 |
Investment_Securities_Schedule1
Investment Securities - Schedule of Amortized Cost and Estimated Fair Value of Fixed-Maturity Securities by Contractual Maturity (Detail) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Maturity in: | ' | ' |
Amortized Cost, 2014 | $120,156 | ' |
Amortized Cost, 2015-2019 | 94,040 | ' |
Amortized Cost, 2020-2023 | 1,003 | ' |
Amortized Cost, Thereafter | ' | ' |
Total fixed-maturity securities, Amortized Cost | 215,199 | 217,587 |
Estimated Fair Value, 2014 | 120,186 | ' |
Estimated Fair Value, 2015-2019 | 95,265 | ' |
Estimated Fair Value, 2020-2023 | 1,029 | ' |
Estimated Fair Value, Thereafter | ' | ' |
Total fixed-maturity securities, Estimated Fair Value | $216,480 | $218,801 |
Investment_Securities_Summary_
Investment Securities - Summary of Net Investment Income (Detail) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Investment income: | ' | ' |
Amortization of premium or discount on fixed-maturity securities | ($529) | ($488) |
Investment income on fixed-maturity securities | 1,102 | 1,858 |
Interest income on cash and equivalents | 2 | 4 |
Realized net gain from sale of investments | 27 | 134 |
Unrealized (losses) gains on trading securities held at period end | 66 | -812 |
Net investment income | $668 | $696 |
Investment_Securities_Schedule2
Investment Securities - Schedule of Investments in Accordance with Fair Value Measurement (Detail) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Class of Security: | ' | ' |
Total fixed maturity securities | $216,480 | $218,801 |
Total investments fair value | 258,499 | 263,664 |
Obligations of U.S. Government Sponsored Enterprises [Member] | ' | ' |
Class of Security: | ' | ' |
Total fixed maturity securities | 8,497 | 15,832 |
Corporate Debt Securities [Member] | ' | ' |
Class of Security: | ' | ' |
Total fixed maturity securities | 90,731 | 81,892 |
Commercial Paper [Member] | ' | ' |
Class of Security: | ' | ' |
Total fixed maturity securities | 96,115 | 98,932 |
Foreign Corporate Debt Securities [Member] | ' | ' |
Class of Security: | ' | ' |
Total fixed maturity securities | 21,137 | 22,145 |
Money Market Funds [Member] | ' | ' |
Class of Security: | ' | ' |
Total investments fair value | 42,019 | 44,863 |
Level 1 [Member] | ' | ' |
Class of Security: | ' | ' |
Total fixed maturity securities | 135,812 | 124,774 |
Total investments fair value | 177,831 | 169,637 |
Level 1 [Member] | Obligations of U.S. Government Sponsored Enterprises [Member] | ' | ' |
Class of Security: | ' | ' |
Total fixed maturity securities | 3,042 | 6,299 |
Level 1 [Member] | Corporate Debt Securities [Member] | ' | ' |
Class of Security: | ' | ' |
Total fixed maturity securities | 29,813 | 11,891 |
Level 1 [Member] | Commercial Paper [Member] | ' | ' |
Class of Security: | ' | ' |
Total fixed maturity securities | 96,115 | 98,932 |
Level 1 [Member] | Foreign Corporate Debt Securities [Member] | ' | ' |
Class of Security: | ' | ' |
Total fixed maturity securities | 6,842 | 7,652 |
Level 1 [Member] | Money Market Funds [Member] | ' | ' |
Class of Security: | ' | ' |
Total investments fair value | 42,019 | 44,863 |
Level 2 [Member] | ' | ' |
Class of Security: | ' | ' |
Total fixed maturity securities | 80,668 | 94,027 |
Total investments fair value | 80,668 | 94,027 |
Level 2 [Member] | Obligations of U.S. Government Sponsored Enterprises [Member] | ' | ' |
Class of Security: | ' | ' |
Total fixed maturity securities | 5,455 | 9,533 |
Level 2 [Member] | Corporate Debt Securities [Member] | ' | ' |
Class of Security: | ' | ' |
Total fixed maturity securities | 60,918 | 70,001 |
Level 2 [Member] | Commercial Paper [Member] | ' | ' |
Class of Security: | ' | ' |
Total fixed maturity securities | ' | ' |
Level 2 [Member] | Foreign Corporate Debt Securities [Member] | ' | ' |
Class of Security: | ' | ' |
Total fixed maturity securities | 14,295 | 14,493 |
Level 2 [Member] | Money Market Funds [Member] | ' | ' |
Class of Security: | ' | ' |
Total investments fair value | ' | ' |
Level 3 [Member] | ' | ' |
Class of Security: | ' | ' |
Total fixed maturity securities | ' | ' |
Total investments fair value | ' | ' |
Level 3 [Member] | Obligations of U.S. Government Sponsored Enterprises [Member] | ' | ' |
Class of Security: | ' | ' |
Total fixed maturity securities | ' | ' |
Level 3 [Member] | Corporate Debt Securities [Member] | ' | ' |
Class of Security: | ' | ' |
Total fixed maturity securities | ' | ' |
Level 3 [Member] | Commercial Paper [Member] | ' | ' |
Class of Security: | ' | ' |
Total fixed maturity securities | ' | ' |
Level 3 [Member] | Foreign Corporate Debt Securities [Member] | ' | ' |
Class of Security: | ' | ' |
Total fixed maturity securities | ' | ' |
Level 3 [Member] | Money Market Funds [Member] | ' | ' |
Class of Security: | ' | ' |
Total investments fair value | ' | ' |
Investment_Securities_Addition
Investment Securities - Additional Information (Detail) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Fair Value Disclosures [Abstract] | ' | ' |
Transfers from Level 2 to Level 1 | $12,067 | $7,135 |
Investment_Securities_Summary_1
Investment Securities - Summary of Transfers between Level 1 and Level 2 (Detail) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Transfers from Level 1 to Level 2 | ' | ' |
Transfers from Level 2 to Level 1 | 12,067 | 7,135 |
Corporate Securities [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Transfers from Level 1 to Level 2 | ' | ' |
Transfers from Level 2 to Level 1 | 11,299 | 4,598 |
Foreign Corporate Debt Securities [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Transfers from Level 1 to Level 2 | ' | ' |
Transfers from Level 2 to Level 1 | $768 | $2,537 |
Income_Taxes_Additional_Inform
Income Taxes - Additional Information (Detail) (USD $) | 3 Months Ended | 12 Months Ended | ||||
Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 | Jan. 30, 2014 | Dec. 31, 2012 | Mar. 19, 2012 | |
Income Tax Disclosure [Abstract] | ' | ' | ' | ' | ' | ' |
Net income (loss) | ($3,380,000) | ($3,816,000) | $338,000 | ' | ' | ' |
Percentage of net operating loss carry forwards | 100.00% | ' | ' | ' | ' | ' |
Valuation allowance recorded to be reduce to | 0.00% | ' | ' | ' | ' | ' |
Income tax expense or benefit | 0 | ' | 0 | ' | ' | ' |
Income tax rate | 35.00% | ' | ' | ' | ' | ' |
Income tax paid | 0 | ' | 0 | ' | ' | ' |
Valuation allowance equal to net deferred federal income tax asset | 100.00% | ' | 100.00% | ' | ' | ' |
Abandoned stock | ' | ' | ' | ' | 8,370,000,000 | 8,370,000,000 |
Change in equity ownership | 50.00% | ' | ' | 42.50% | ' | 50.00% |
Available and utilizable NOL | ' | ' | 5,960,000,000 | ' | ' | ' |
NOLs expiration date | '2029 | ' | ' | ' | ' | ' |
Reserves for uncertain federal income tax positions | 0 | ' | ' | ' | ' | ' |
Income tax interest income, expense or penalties | $0 | ' | $0 | ' | ' | ' |
Service_Agreements_and_Related1
Service Agreements and Related Party Transactions - Additional Information (Detail) (USD $) | 3 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 | Jul. 30, 2013 |
Related Party Transactions [Abstract] | ' | ' | ' |
Expenses incurred under the agreements | $421 | $443 | ' |
Description of fee | ' | ' | 'Fee equal to the product of (x) the ending dollar amount of assets under management during the calendar month in question and (y) .002 divided by 12. |
Administrative services agreement fee | $110 | ' | ' |
Pro Rata Share of the Common Stock allotment | 10,000,000 | ' | ' |
Percentage of Pro Rata Share of the Common Stock Election | 5.00% | ' | ' |
Principal amount of Runoff Notes | $1 | ' | ' |
Percentage of interest in Litigation Proceeds | 50.00% | ' | ' |
Notes_Payable_Additional_Infor
Notes Payable - Additional Information (Detail) (USD $) | 3 Months Ended | 12 Months Ended | 3 Months Ended | 3 Months Ended | ||||||
Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | |
13% Senior First Lien Notes [Member] | 13% Senior First Lien Notes [Member] | 13% Senior First Lien Notes [Member] | 13% Senior Second Lien Notes [Member] | PIK Notes [Member] | PIK Notes [Member] | Runoff Notes [Member] | Runoff Notes [Member] | |||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Note issued | ' | ' | $110,000,000 | ' | ' | $20,000,000 | $15,800,000 | $13,900,000 | ' | ' |
Notes maturity date | ' | ' | 19-Mar-30 | ' | ' | 19-Mar-30 | ' | ' | ' | ' |
Cash interest paid on Notes | ' | ' | 1,500,000 | 3,700,000 | ' | ' | ' | ' | ' | ' |
Outstanding amounts of notes | 0 | ' | ' | ' | ' | ' | ' | ' | 107,400,000 | 105,500,000 |
Principal payments | ' | ' | 0 | ' | 36,300,000 | ' | ' | ' | ' | ' |
Collateral Account used for future payments | 100,000 | 100,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Principal and interest payments | $100,000 | $100,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Financing_Arrangements_Additio
Financing Arrangements - Additional Information (Detail) (USD $) | 1 Months Ended | 3 Months Ended | ||||||
Jan. 30, 2014 | Mar. 31, 2014 | Jan. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Jan. 30, 2014 | |
Maximum [Member] | Tranche A and Tranche A-1 Term Loan [Member] | Tranche A and Tranche A-1 Term Loan [Member] | Tranche B Term Loan [Member] | Tranche B Term Loan [Member] | 7.50% Subordinated Notes [Member] | |||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Principal available | ' | ' | $25,000,000 | $25,000,000 | $25,000,000 | $100,000,000 | $100,000,000 | $150,000,000 |
Loans outstanding | ' | ' | ' | 0 | 0 | 0 | 0 | ' |
Interest rate on debt | ' | ' | ' | ' | ' | ' | ' | 7.50% |
Subordinate note issuance terms and conditions | 'Subordinated Notes may be issued by WMIHC, at WMIHCbs option, in one or more tranches over a three year period, subject to certain terms and conditions, including the conditions that (i) all or substantially all of the proceeds from the issuance of the Subordinated Notes are used by WMIHC to fund the acquisition of the assets of, or equity interests of, or a business line, unit or division of, any entity that has been approved by the Board, (ii) no defaults or events of default shall have occurred under the Note Purchase Agreement and (iii) no violation of certain provisions of the Investor Rights Agreement shall have occurred. KKR Management may refuse to purchase Subordinated Notes from WMIHC in the event that a third party (other than KKR or any of its affiliates) (i) has completed a successful proxy contest against WMIHC or (ii) has publicly initiated or threatened to initiate a proxy contest and, in connection therewith, such third party is granted the right to designate more than one nominee to the Board. Upon such refusal, KKR Management will automatically forfeit a percentage of warrants | ' | ' | ' | ' | ' | ' | ' |
Maximum percentage of borrowing available on tangible assets | 25.00% | ' | ' | ' | ' | ' | ' | ' |
Debt instrument maturity description | 'Each Subordinated Note will mature on the date that is seven years from the date that the initial Subordinated Note is first issued (the "Initial Issue Date"). | ' | ' | ' | ' | ' | ' | ' |
Debt instrument maturity period | '7 years | ' | ' | ' | ' | ' | ' | ' |
Due interest on note | 'Interest on the Subordinated Notes is due semi-annually | ' | ' | ' | ' | ' | ' | ' |
Prior maturity date subordinate note redemption percentage | ' | 100.00% | ' | ' | ' | ' | ' | ' |
Notes outstanding | ' | $0 | ' | ' | ' | ' | ' | ' |
Financing_Arrangements_Schedul
Financing Arrangements - Schedule of Subordinate Note Redemption (Detail) | 3 Months Ended |
Mar. 31, 2014 | |
Debt Instrument, Redemption [Line Items] | ' |
Subordinated note redemption percentage | 100.00% |
3rd anniversary of the Initial Issue Date [Member] | ' |
Debt Instrument, Redemption [Line Items] | ' |
Subordinated note redemption percentage | 103.75% |
4th anniversary of the Initial Issue Date [Member] | ' |
Debt Instrument, Redemption [Line Items] | ' |
Subordinated note redemption percentage | 101.88% |
Debt Instrument, Redemption, Period Five [Member] | ' |
Debt Instrument, Redemption [Line Items] | ' |
Subordinated note redemption percentage | 100.00% |
Capital_Stock_Additional_Infor
Capital Stock - Additional Information (Detail) (USD $) | 1 Months Ended | 3 Months Ended | 12 Months Ended | 3 Months Ended | 1 Months Ended | |||||||||
Jan. 30, 2014 | Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 | Mar. 19, 2012 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Mar. 31, 2014 | Jan. 30, 2014 | Jan. 30, 2014 | Mar. 19, 2012 | |
Warrant One [Member] | Warrant Two [Member] | Restricted shares subject to repurchase [Member] | Restricted shares subject to repurchase [Member] | Restricted shares subject to repurchase [Member] | Series A Convertible Preferred Stock [Member] | Convertible Preferred Stock [Member] | Convertible Preferred Stock [Member] | Reorganization Adjustments [Member] | ||||||
Maximum [Member] | ||||||||||||||
Capital Stock Distribution [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock, shares authorized | ' | 500,000,000 | ' | 500,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred stock, shares authorized | ' | 5,000,000 | ' | 5,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred stock, par value | ' | $0.00 | ' | $0.00 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock, par value | ' | $0.00 | ' | $0.00 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock, shares issued | ' | 202,092,351 | ' | 201,842,351 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 200,000,000 |
Number convertible preferred stock issued | ' | 1,000,000 | ' | 0 | ' | ' | ' | ' | ' | ' | 1,000,000 | ' | ' | ' |
Purchase price of convertible preferred stock maximum limit | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $11,100,000 | ' | ' | ' |
Warrants to purchase in aggregate, shares | ' | 61,400,000 | ' | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Warrants to purchase common stock | ' | ' | ' | ' | ' | 30,700,000 | 30,700,000 | ' | ' | ' | ' | ' | ' | ' |
Warrants to purchase common stock, exercise price | ' | ' | ' | ' | ' | 1.32 | 1.43 | ' | ' | ' | ' | ' | ' | ' |
Preferred stock liquidation preference | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'The Convertible Preferred Stock has rights substantially similar to those associated with WMIHCbs common stock, with the exception of a liquidation preference, conversion rights and customary anti-dilution protections. The Convertible Preferred Stock has a liquidation preference equal to the greater of (i) $10.00 per one million shares of Convertible Preferred Stock plus declared but unpaid dividends on such shares and (ii) the amount that the holder would be entitled to in a relevant transaction had the Convertible Preferred Stock been converted to common stock of WMIHC. | ' | ' | ' |
Convertible preferred stock conversion price | ' | $1.10 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred stock liquidation preference per share | ' | $10 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Convertible Preferred Stock, shares | ' | 1,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred deemed dividend | ' | 9,455,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Warrants expiration period | ' | '5 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Investment holding of preference shareholders | 42.50% | 50.00% | ' | ' | 50.00% | ' | ' | ' | ' | ' | ' | ' | 50.00% | ' |
Percentage of rights vest with preferred shareholders to future offering | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 50.00% | ' |
Expiration of right to participating into future offering | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 30-Jan-17 | ' | ' |
Preferred stock participation value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,000,000,000 | ' |
Preferred stock participation right | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'Additionally, until January 30, 2017, the Holders will have the right to purchase up to 50% of any future equity rights offerings or other equity issuance by WMIHC on the same terms as the equity issued to other investors in such transactions, in an aggregate amount of such offerings and issuances by WMIHC of up to $1.0 billion | ' | ' |
Registration right period | '180 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amount of restricted share grants | ' | 600,000 | ' | 700,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Unamortized value of unvested restricted share grant | ' | 1,208,000 | ' | 700,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock-based compensation | ' | $129,000 | $46,000 | ($401,000) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Unvested shares | ' | ' | ' | ' | ' | ' | ' | 1,092,870 | 1,456,987 | 1,156,078 | ' | ' | ' | ' |
Per share of unvested shares of common stock | ' | $0.00 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock, shares outstanding | ' | 202,092,351 | ' | 201,842,351 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred stock, shares outstanding | ' | 1,000,000 | ' | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Warrants to purchase common stock, outstanding | ' | 61,400,000 | ' | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Capital_Stock_Schedule_of_Unam
Capital Stock - Schedule of Unamortized Value of Restricted Stock (Detail) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Amortization Expense [Line Items] | ' | ' |
Total Unamortized value | $1,208 | $700 |
2nd quarter 2014 [Member] | ' | ' |
Amortization Expense [Line Items] | ' | ' |
Total Unamortized value | 153 | ' |
3rd quarter 2014 [Member] | ' | ' |
Amortization Expense [Line Items] | ' | ' |
Total Unamortized value | 153 | ' |
4th quarter 2014 [Member] | ' | ' |
Amortization Expense [Line Items] | ' | ' |
Total Unamortized value | 153 | ' |
1st quarter 2015 [Member] | ' | ' |
Amortization Expense [Line Items] | ' | ' |
Total Unamortized value | 146 | ' |
2nd quarter 2015 [Member] | ' | ' |
Amortization Expense [Line Items] | ' | ' |
Total Unamortized value | 107 | ' |
3rd quarter 2015 [Member] | ' | ' |
Amortization Expense [Line Items] | ' | ' |
Total Unamortized value | 107 | ' |
4th quarter 2015 [Member] | ' | ' |
Amortization Expense [Line Items] | ' | ' |
Total Unamortized value | 107 | ' |
1st quarter 2016 [Member] | ' | ' |
Amortization Expense [Line Items] | ' | ' |
Total Unamortized value | 100 | ' |
2nd quarter 2016 [Member] | ' | ' |
Amortization Expense [Line Items] | ' | ' |
Total Unamortized value | 53 | ' |
3rd quarter 2016 [Member] | ' | ' |
Amortization Expense [Line Items] | ' | ' |
Total Unamortized value | 53 | ' |
4th quarter 2016 [Member] | ' | ' |
Amortization Expense [Line Items] | ' | ' |
Total Unamortized value | 53 | ' |
1st quarter 2017 [Member] | ' | ' |
Amortization Expense [Line Items] | ' | ' |
Total Unamortized value | $23 | ' |
Capital_Stock_Summary_of_Compa
Capital Stock - Summary of Company's Restricted Share Award Activity (Detail) (Restricted share award [Member], USD $) | 3 Months Ended | 12 Months Ended |
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2014 | Dec. 31, 2013 |
Restricted share award [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Number of Restricted Stock Awards Outstanding, Beginning balance | 1,842,351 | 1,156,078 |
Number of Restricted Stock Awards Outstanding, Restricted stock awards granted | 250,000 | 686,273 |
Number of Restricted Stock Awards Outstanding, Restricted stock awards released or forfeited | ' | ' |
Number of Restricted Stock Awards Outstanding, Ending balance | 2,092,351 | 1,842,351 |
Weighted Average Grant Date Fair Value, Beginning balance | $0.68 | $0.48 |
Weighted Average Grant Date Fair Value, Restricted stock awards granted | $2.53 | $1.02 |
Weighted Average Grant Date Fair Value, Restricted stock awards released or forfeited | ' | ' |
Weighted Average Grant Date Fair Value, Ending balance | $0.90 | $0.68 |
Aggregate Intrinsic Value, Beginning balance | $1,250 | $550 |
Aggregate Intrinsic Value, Restricted stock awards granted | 633 | 700 |
Aggregate Intrinsic Value, Restricted stock awards released or forfeited | ' | ' |
Aggregate Intrinsic Value, Ending balance | $1,883 | $1,250 |
Capital_Stock_Schedule_of_Vest
Capital Stock - Schedule of Vesting Shares Subject to Repurchase (Detail) (Restricted shares subject to repurchase [Member]) | Mar. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Amortization Expense [Line Items] | ' | ' | ' |
Total | 1,092,870 | 1,456,987 | 1,156,078 |
2nd quarter 2014 [Member] | ' | ' | ' |
Amortization Expense [Line Items] | ' | ' | ' |
Total | ' | ' | ' |
3rd quarter 2014 [Member] | ' | ' | ' |
Amortization Expense [Line Items] | ' | ' | ' |
Total | ' | ' | ' |
4th quarter 2014 [Member] | ' | ' | ' |
Amortization Expense [Line Items] | ' | ' | ' |
Total | ' | ' | ' |
1st quarter 2015 [Member] | ' | ' | ' |
Amortization Expense [Line Items] | ' | ' | ' |
Total | 697,451 | ' | ' |
2nd quarter 2015 [Member] | ' | ' | ' |
Amortization Expense [Line Items] | ' | ' | ' |
Total | ' | ' | ' |
3rd quarter 2015 [Member] | ' | ' | ' |
Amortization Expense [Line Items] | ' | ' | ' |
Total | ' | ' | ' |
4th quarter 2015 [Member] | ' | ' | ' |
Amortization Expense [Line Items] | ' | ' | ' |
Total | ' | ' | ' |
1st quarter 2016 [Member] | ' | ' | ' |
Amortization Expense [Line Items] | ' | ' | ' |
Total | 312,087 | ' | ' |
2nd quarter 2016 [Member] | ' | ' | ' |
Amortization Expense [Line Items] | ' | ' | ' |
Total | ' | ' | ' |
3rd quarter 2016 [Member] | ' | ' | ' |
Amortization Expense [Line Items] | ' | ' | ' |
Total | ' | ' | ' |
4th quarter 2016 [Member] | ' | ' | ' |
Amortization Expense [Line Items] | ' | ' | ' |
Total | ' | ' | ' |
1st quarter 2017 [Member] | ' | ' | ' |
Amortization Expense [Line Items] | ' | ' | ' |
Total | 83,332 | ' | ' |
Capital_Stock_Summary_of_Compa1
Capital Stock - Summary of Company's Restricted Shares Issued and Subject to Repurchase (Detail) (Restricted shares subject to repurchase [Member]) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2014 | Dec. 31, 2013 | |
Restricted shares subject to repurchase [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Number of Restricted Stock Awards Outstanding, Beginning balance | 1,456,987 | 1,156,078 |
Shares issued subject to vesting during the period | 250,000 | 686,273 |
Unvested shares repurchased during the period | ' | ' |
Shares vested during the period | -614,117 | -385,364 |
Number of Restricted Stock Awards Outstanding, Ending balance | 1,092,870 | 1,456,987 |
Pending_Litigation_Additional_
Pending Litigation - Additional Information (Detail) | Mar. 31, 2014 |
Litigation | |
Loss Contingency [Abstract] | ' |
Pending legal proceedings or investigations | 0 |
Restriction_on_Distribution_of1
Restriction on Distribution of Net Assets from Subsidiary - Additional Information (Detail) (WMMRC [Member], USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Millions, unless otherwise specified | ||
WMMRC [Member] | ' | ' |
Financial Receivables Impaired Or Restructured [Line Items] | ' | ' |
Total net assets | $144.60 | $145.80 |
Recovered_Sheet1
Net (Loss) Income Per Common Share - Additional Information (Detail) | 3 Months Ended |
Mar. 31, 2014 | |
Earnings Per Share [Abstract] | ' |
Dilutive effects from equity instruments | 0 |
Recovered_Sheet2
Net (Loss) Income Per Common Share - Computation of Basic and Diluted Net (Loss) Per Share (Detail) (USD $) | 3 Months Ended | 12 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 |
Numerator for basic and diluted net income (loss) per share: | ' | ' | ' |
Net (loss) | ($3,380) | ($3,816) | $338 |
Preferred deemed dividend | -9,455 | ' | ' |
Less: Net income (loss) allocated to participating securities | -96 | -21 | ' |
Net (loss) attributable to common shareholders, net of loss attributable to participating securities | ($12,739) | ($3,795) | ' |
Denominator for basic and diluted net income (loss) per share: | ' | ' | ' |
Weighted average shares outstanding | 201,978,462 | 201,156,078 | ' |
Weighted average unvested restricted shares outstanding | -1,504,392 | -1,100,414 | ' |
Denominator for basic and diluted net income (loss) per share: | 200,474,070 | 200,055,664 | ' |
Basic and diluted net (loss) per share attributable to common shareholders | ($0.06) | ($0.02) | ' |
Subsequent_Events_Additional_I
Subsequent Events - Additional Information (Detail) (Subsequent Events [Member], USD $) | 0 Months Ended |
In Millions, unless otherwise specified | Apr. 03, 2014 |
Subsequent Event [Line Items] | ' |
Debt amount percentage | 13.00% |
United Guaranty [Member] | ' |
Subsequent Event [Line Items] | ' |
Amount paid by UGRIC | $17.70 |
WMMRC [Member] | ' |
Subsequent Event [Line Items] | ' |
Amount paid by UGRIC | $65.40 |