Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Mar. 31, 2015 | 1-May-15 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | FALSE | |
Document Period End Date | 31-Mar-15 | |
Document Fiscal Year Focus | 2015 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | WMIH | |
Entity Registrant Name | WMI HOLDINGS CORP. | |
Entity Central Index Key | 933136 | |
Current Fiscal Year End Date | -19 | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 202,612,479 |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (Unaudited) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
Investments held in trust, at fair value: | ||
Fixed-maturity securities | $45,816,000 | $52,578,000 |
Cash equivalents held in trust | 8,838,000 | 11,122,000 |
Total investments held in trust | 54,654,000 | 63,700,000 |
Cash and cash equivalents | 2,765,000 | 78,009,000 |
Fixed-maturity securities, at fair value | 74,183,000 | 8,063,000 |
Restricted cash | 599,588,000 | 2,447,000 |
Accrued investment income | 371,000 | 476,000 |
Deferred offering costs | 2,568,000 | |
Other assets | 1,069,000 | 876,000 |
Total assets | 732,630,000 | 156,139,000 |
Liabilities: | ||
Notes payable – principal | 29,838,000 | 31,220,000 |
Notes payable – interest | 323,000 | 338,000 |
Losses and loss adjustment reserves | 8,287,000 | 18,947,000 |
Losses payable | 411,000 | 696,000 |
Unearned premiums | 934,000 | 1,094,000 |
Accrued ceding commissions | 39,000 | 44,000 |
Loss contract fair market value reserve | 12,549,000 | 12,549,000 |
Derivative liability - embedded conversion feature | 58,967,000 | |
Other liabilities | 29,202,000 | 3,021,000 |
Total liabilities | 140,550,000 | 67,909,000 |
Commitments and contingencies | ||
Shareholders’ equity: | ||
Common stock, $0.00001 par value; 500,000,000 authorized; 202,343,245 shares issued and outstanding as of March 31, 2015 and December 31, 2014 | 2,000 | 2,000 |
Additional paid-in capital | 107,012,000 | 106,628,000 |
Accumulated (deficit) | -17,147,000 | -18,400,000 |
Total shareholders’ equity | 89,867,000 | 88,230,000 |
Total liabilities, redeemable convertible preferred stock and shareholders’ equity | 732,630,000 | 156,139,000 |
Redeemable Convertible Preferred Stock | ||
Liabilities: | ||
Redeemable convertible series B preferred stock, $0.00001 par value; 600,000 and zero shares issued and outstanding as of March 31, 2015 and December 31, 2014, respectively; aggregate liquidation preference of $600,000,000 and zero as of March 31, 2015 and December 31, 2014, respectively | 502,213,000 | |
Convertible Series A | ||
Shareholders’ equity: | ||
Convertible preferred stock value |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
Convertible preferred stock, par value | $0.00 | $0.00 |
Common stock, par value | $0.00 | $0.00 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 202,343,245 | 202,343,245 |
Common stock, shares outstanding | 202,343,245 | 202,343,245 |
Redeemable Convertible Preferred Stock | ||
Redeemable Convertible preferred stock, par value | $0.00 | $0.00 |
Redeemable Convertible preferred stock, shares issued | 600,000 | 0 |
Redeemable Convertible preferred stock, shares outstanding | 600,000 | 0 |
Redeemable Convertible preferred stock, liquidation value | $600,000,000 | $0 |
Convertible Series A | ||
Convertible preferred stock, par value | $0.00 | $0.00 |
Convertible preferred stock, shares issued | 1,000,000 | 1,000,000 |
Convertible preferred stock, shares outstanding | 1,000,000 | 1,000,000 |
Convertible preferred stock, liquidation value | $10 | $10 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Operations (Unaudited) (USD $) | 3 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Revenues: | ||
Premiums earned | $1,349 | $2,166 |
Net investment income | 401 | 668 |
Total revenues | 1,750 | 2,834 |
Expenses: | ||
Losses and loss adjustment (benefit) expense | -541 | 1,104 |
Ceding commission expense | 123 | 213 |
General and administrative expense | 2,973 | 1,447 |
Unrealized gain on change in fair value of derivative liability - embedded conversion feature | -7,260 | |
Interest expense | 954 | 3,450 |
Total (benefit) expenses | -3,751 | 6,214 |
Income (loss) before federal income taxes | 5,501 | -3,380 |
Net income (loss) | 5,501 | -3,380 |
Series B preferred stock dividends | -4,248 | |
Preferred deemed dividend | -9,455 | |
Net income (loss) attributable to common shareholders | $1,253 | ($12,835) |
Basic net income (loss) per share attributable to common shareholders | $0.01 | ($0.06) |
Shares used in computing basic net income (loss) per share | 201,146,565 | 200,474,070 |
Diluted net income (loss) per share attributable to common shareholders | $0 | ($0.06) |
Shares used in computing diluted net income (loss) per share | 502,438,861 | 200,474,070 |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements of Changes in Shareholders' Equity (Unaudited) (USD $) | Total | Redeemable Convertible Preferred Stock | Convertible Series A | Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated earnings (deficit) [Member] |
In Thousands, except Share data | ||||||
Beginning Balance at Dec. 31, 2013 | $65,129 | $2 | $77,142 | ($12,015) | ||
Beginning Balance, Shares at Dec. 31, 2013 | 201,842,351 | |||||
Net income | 3,070 | 3,070 | ||||
Issuance of preferred stock and warrants to purchase common stock, net of offering costs | 19,224 | 1,000,000 | 19,224 | |||
Issuance of preferred stock and warrants to purchase common stock, net of offering costs, Shares | 1,000,000 | |||||
Series B preferred stock dividends | 9,455 | -9,455 | ||||
Issuance of common stock under restricted share compensation arrangement, Shares | 500,894 | |||||
Equity-based compensation | 807 | 807 | ||||
Convertible preferred stock, shares issued | 1,000,000 | |||||
Ending Balance at Dec. 31, 2014 | 88,230 | 2 | 106,628 | -18,400 | ||
Ending Balance, Shares at Dec. 31, 2014 | 202,343,245 | 202,343,245 | ||||
Net income | 5,501 | 5,501 | ||||
Series B preferred stock dividends | -4,248 | -4,248 | ||||
Issuance of preferred stock (par value as net proceeds treated as mezzanine) | 600,000 | |||||
Equity-based compensation | 384 | 384 | ||||
Preferred Stock Issued Shares Issued Value | 502,213 | |||||
Preferred Stock Value, Ending Balance | 502,213 | |||||
Redeemable Convertible preferred stock, shares outstanding | 600,000 | |||||
Ending Balance at Mar. 31, 2015 | $89,867 | $2 | $107,012 | ($17,147) | ||
Ending Balance, Shares at Mar. 31, 2015 | 202,343,245 | 1,000,000 | 202,343,245 |
Condensed_Consolidated_Stateme2
Condensed Consolidated Statements of Cash Flows (Unaudited) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Cash flows from operating activities: | ||
Net income (loss) | $5,501 | ($3,380) |
Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities: | ||
Amortization of premium or discount on fixed maturity securities | 179 | 529 |
Net realized (gain) loss on sale of investments | -186 | -27 |
Unrealized (gain) loss on trading securities | 76 | -66 |
Unrealized (gain) loss on derivative liability - embedded conversion feature | -7,260 | |
Equity-based compensation expense | 384 | 129 |
Changes in assets and liabilities: | ||
Accrued investment income | 105 | 10 |
Other assets | -193 | 391 |
Change in cash equivalents held in trust | 2,284 | -4,798 |
Change in restricted cash | -597,141 | 9 |
Losses and loss adjustment reserves | -10,660 | -9,477 |
Losses payable | -285 | -1,091 |
Unearned premiums | -160 | -127 |
Accrued ceding commission expense | -5 | -52 |
Accrued interest on notes payable | -15 | 21 |
Other liabilities | 715 | -698 |
Total adjustments | -612,162 | -15,247 |
Net cash (used in) provided by operating activities: | -606,661 | -18,627 |
Cash flows from investing activities: | ||
Purchase of investments | -100,472 | -249,770 |
Proceeds from sales and maturities of investments | 41,045 | 251,655 |
Net cash (used in) provided by investing activities: | -59,427 | 1,885 |
Cash flows from financing activities: | ||
Proceeds from issuance of preferred stock and warrants to purchase common stock | 600,000 | 22,572 |
Fees incurred and paid relating to preferred stock and warrant issuance | -4,276 | -3,234 |
Series B preferred stock dividends paid in cash | -3,498 | |
Deferred offering costs | -12,048 | |
Notes payable b principal repayments | -2,300 | |
Notes payable b principal issued | 918 | 1,929 |
Net cash provided by (used in) financing activities: | 590,844 | 9,219 |
(Decrease) increase in cash and cash equivalents | -75,244 | -7,523 |
Cash and cash equivalents, beginning of period | 78,009 | 78,009 |
Cash and cash equivalents, end of period | 2,765 | |
Cash paid during the period: | ||
Interest | 51 | 1,500 |
Supplementary disclosure of non-cash investing and financing activities: | ||
Embedded derivatives on preferred stock issuances | 66,227 | |
Notes payable issued in lieu of cash interest payments | 918 | 1,929 |
Non-cash preferred series B dividends accreted | 750 | |
Accrued fees relating to series B preferred stock issuance | 27,284 | |
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, 2015 | |
Accounting Policies [Abstract] | |
The Company and its Subsidiaries | Note 1: The Company and its Subsidiaries |
WMI Holdings Corp. | |
WMI Holdings Corp. (“WMIHC”), is a corporation duly organized and existing under the laws of the State of Washington. WMIHC is the direct parent of WM Mortgage Reinsurance Company, Inc. (“WMMRC”), a Hawaii corporation, and WMI Investment Corp. (“WMIIC”), a Delaware corporation. | |
On March 19, 2012, (the “Effective Date”), WMIHC emerged from bankruptcy proceedings as the successor to Washington Mutual, Inc. (“WMI”). Upon emergence from bankruptcy, 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. We continue to operate WMMRC’s business in runoff mode and we are actively seeking acquisition opportunities across a broad array of industries. | |
As of March 31, 2015, WMIHC was 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. As of March 31, 2015, 202,343,245 shares of WMIHC’s common stock were issued and outstanding. On March 31, 2015 and December 31, 2014, 1,000,000 shares of WMIHC’s Series A Convertible Preferred Stock were issued and outstanding. As of March 31, 2015 and December 31, 2014, 600,000 and zero shares, respectively, of WMIHC’s Series B Convertible Preferred Stock (the “Series B Preferred Stock”) were issued and outstanding. | |
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 Washington Mutual Bank (“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 the then 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, as of September 26, 2008 WMMRC’s continuing operations consisted 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, PMI and UGRIC were commuted on August 31, 2009, October 2, 2012 and April 3, 2014, respectively. As a result, WMMRC’s continuing operations consist solely of the runoff of coverage associated with mortgages placed with 4 remaining carriers, GMIC, MGIC, Radian and RMIC. | |
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 have been liquidated and the value thereof distributed in connection with implementing the Company’s Seventh Amended Joint Plan of Affiliated Debtors Pursuant to Chapter 11 of the United States Bankruptcy Code (as modified, the “Plan”). |
Significant_Accounting_Policie
Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2015 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Note 2: Significant Accounting Policies |
Basis of Presentation | |
WMIHC resumed filing all periodic reports for a reporting company under the Exchange Act for all periods after the Effective Date. 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 Securities and Exchange Commission (“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 appropriate. The condensed consolidated balance sheet as of December 31, 2014, included herein, was derived from the audited consolidated financial statements as of that date. | |
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 February 27, 2015. 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 period ended March 31, 2015 are not necessarily indicative of the results to be expected for the full year ending December 31, 2015. | |
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 fixed-maturity investments as trading securities, which are recorded at 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 the derivative liability - embedded conversion feature of the Series B Preferred Stock is adjusted to its fair value as determined using level 3 inputs described below under fair value measurements. | |
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 Accounting Standards Codification (“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 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 paper and domestic and foreign 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 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, are subject to the restrictions on distribution of net assets of subsidiaries as described below. | |
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 $0.9 million and $1.1 million as of March 31, 2015 and December 31, 2014, 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 expected future unearned premiums and anticipated investment income. Premium deficiency reserves have been recorded totaling $2.3 million and $2.3 million as of March 31, 2015 and December 31, 2014, 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 overnight 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 includes (i) amounts held for the express purposes of paying principal, interest, issuer secondary amounts and related fees on the Runoff Notes (as defined in Note 7: Notes Payable) pursuant to the terms of the Indentures (as defined in Note 7: Notes Payable) and (ii) proceeds of the Series B Preferred Stock offering held in escrow. | |
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 Reserve | |
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, 2015 and December 31, 2014, respectively. Management believes that the recorded aggregate liability for unpaid losses and loss adjustment expenses at period end represents the Company’s 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 the Company’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 Reserve | |
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. | |
Net Income (Loss) Per Common Share | |
Basic income (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 after subtracting the weighted average of any unvested restricted shares outstanding, as these are subject to repurchase. Diluted net income (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 after subtracting the weighted average of any unvested restricted shares outstanding, as these are subject to repurchase and the effect of all dilutive common stock equivalents. 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. | |
Equity-Based Compensation | |
On May 22, 2012, WMIHC’s Board of Directors (the “Board”) approved the Company’s 2012 Long-Term Incentive Plan (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 2012 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 2.0 million shares to 3.0 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. On February 25, 2015, the number of shares authorized and available for awards under the 2012 Plan was increased from 3.0 million to 12.0 million shares of WMIHC’s common stock, subject to approval of shareholders of WMIHC. This approval was received at the Company’s Annual Meeting of Shareholders on April 28, 2015. The 2012 Plan provides for the granting of restricted shares, stock options and other cash and share based awards. The value of restricted stock is determined using the fair market value determined to be the trading price at the close of business on the respective date the awards were granted. | |
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. | |
Reclassification | |
Certain prior period balances have been reclassified to conform with the basis of presentation used as of March 31, 2015. | |
Dividend Policy | |
WMIHC has paid no dividends on its common stock on or after the Effective Date and currently has no plans to pay a dividend on its common stock. The Note Purchase Agreement (as such is defined in Note 8: Financing Arrangements) includes restrictions related to the payment of dividends. | |
WMIHC has declared and paid $3.5 million of dividends on its Series B Preferred Stock and has accreted an additional $0.7 million of dividends based on the 3% interest rate during the three months ended March 31, 2015. The Series B Preferred Stock was issued on January 5, 2015, therefore no dividends were due or paid for any prior period. | |
New Accounting Pronouncements | |
In April 2015 the FASB issued Accounting Standards Update 2015-03, Interest—Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs. This update, requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. 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, 2015 | ||||||||
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, PMI and UGRIC were commuted on August 31, 2009, October 2, 2012 and April 3, 2014, respectively. | ||||||||
All agreements between WMMRC and the primary mortgage insurers 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, 2015 and 2014, respectively: | ||||||||
Three Months ended March 31, 2015 | Three Months ended March 31, 2014 | |||||||
Premiums assumed | $ | 1,189 | $ | 2,039 | ||||
Change in unearned premiums | 160 | 127 | ||||||
Premiums earned | $ | 1,349 | $ | 2,166 | ||||
The components of the liability for losses and loss adjustment reserves are as follows as of March 31, 2015 and December 31, 2014, respectively: | ||||||||
March 31, 2015 | December 31, 2014 | |||||||
Case-basis reserves | $ | 5,888 | $ | 16,538 | ||||
IBNR reserves | 100 | 110 | ||||||
Premium deficiency reserves | 2,299 | 2,299 | ||||||
Total losses and loss adjustment reserves | $ | 8,287 | $ | 18,947 | ||||
Losses and loss adjustment reserve activity are as follows for the three months ended March 31, 2015 and the year ended December 31, 2014, respectively: | ||||||||
March 31, 2015 | December 31, 2014 | |||||||
Balance at beginning of period | $ | 18,947 | $ | 44,314 | ||||
Incurred (released) - prior periods | (541 | ) | 3,281 | |||||
Paid - prior periods | (10,119 | ) | (28,648 | ) | ||||
Total losses and loss adjustment reserves | $ | 8,287 | $ | 18,947 | ||||
The loss contract fair market reserve balance is analyzed and adjusted quarterly. The balance in the reserve was $12.5 million at March 31, 2015 and $12.5 million at December 31, 2014. The fair market value of this reserve remained unchanged during the three months ended March 31, 2015 and March 31, 2014, respectively. As a result, no corresponding increase or decrease in expense resulted. |
Investment_Securities
Investment Securities | 3 Months Ended | |||||||||||||||||
Mar. 31, 2015 | ||||||||||||||||||
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 total fixed-maturity securities and total fixed-maturity securities held in trust at March 31, 2015, are as follows: | ||||||||||||||||||
March 31, 2015 | ||||||||||||||||||
Amortized Cost | Gross Unrealized Gains | Gross Unrealized Losses | Estimated Fair Value | |||||||||||||||
Obligations of U.S. government sponsored enterprises | $ | 75,474 | $ | 6 | $ | (16 | ) | $ | 75,464 | |||||||||
Corporate debt securities | 28,264 | 331 | (8 | ) | 28,587 | |||||||||||||
Commercial paper | 4,998 | 1 | — | 4,999 | ||||||||||||||
Foreign corporate debt securities | 10,899 | 57 | (7 | ) | 10,949 | |||||||||||||
Total fixed-maturity securities | 119,635 | 395 | (31 | ) | 119,999 | |||||||||||||
Less total unrestricted fixed-maturity securities | 74,041 | 147 | (5 | ) | 74,183 | |||||||||||||
Total fixed-maturity securities held in trust | $ | 45,594 | $ | 248 | $ | (26 | ) | $ | 45,816 | |||||||||
The amortized cost, gross unrealized gains, gross unrealized losses and estimated fair values of total fixed-maturity securities and total fixed-maturity securities held in trust at December 31, 2014, are as follows: | ||||||||||||||||||
December 31, 2014 | ||||||||||||||||||
Amortized Cost | Gross Unrealized Gains | Gross Unrealized Losses | Estimated Fair Value | |||||||||||||||
Obligations of U.S. government sponsored enterprises | $ | 6,491 | $ | 12 | $ | (28 | ) | $ | 6,475 | |||||||||
Corporate debt securities | 41,018 | 531 | (65 | ) | 41,484 | |||||||||||||
Commercial paper | — | — | — | — | ||||||||||||||
Foreign corporate debt securities | 12,693 | 47 | (58 | ) | 12,682 | |||||||||||||
Total fixed-maturity securities | 60,202 | 590 | (151 | ) | 60,641 | |||||||||||||
Less total unrestricted fixed-maturity securities | 7,895 | 179 | (11 | ) | 8,063 | |||||||||||||
Total fixed-maturity securities held in trust | $ | 52,307 | $ | 411 | $ | (140 | ) | $ | 52,578 | |||||||||
Amortized cost and estimated fair value of fixed-maturity securities at March 31, 2015 by contractual maturity are as follows: | ||||||||||||||||||
Amortized | Estimated | |||||||||||||||||
Cost | Fair Value | |||||||||||||||||
Maturity in: | ||||||||||||||||||
2015 | $ | 85,087 | $ | 85,122 | ||||||||||||||
2016-2019 | 34,548 | 34,877 | ||||||||||||||||
Total fixed-maturity securities | $ | 119,635 | $ | 119,999 | ||||||||||||||
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 (loss) for the periods ended March 31, 2015 and 2014, respectively, is summarized as follows: | ||||||||||||||||||
Three Months ended March 31, 2015 | Three Months ended March 31, 2014 | |||||||||||||||||
Investment income (loss): | ||||||||||||||||||
Amortization of premium or discount on fixed-maturity securities | $ | (179 | ) | $ | (529 | ) | ||||||||||||
Investment income on fixed-maturity securities | 413 | 1,102 | ||||||||||||||||
Interest income on cash and equivalents | 57 | 2 | ||||||||||||||||
Realized net gain (loss) from sale of investments | 186 | 27 | ||||||||||||||||
Unrealized (losses) gains on trading securities held at period end | (76 | ) | 66 | |||||||||||||||
Net investment income (loss) | $ | 401 | $ | 668 | ||||||||||||||
The following table shows how the Company’s investments are categorized in accordance with fair value measurement, as of March 31, 2015: | ||||||||||||||||||
March 31, 2015 | ||||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | |||||||||||||||
Class of Securities: | ||||||||||||||||||
Obligations of U.S. government sponsored enterprises | $ | 71,979 | $ | 3,485 | $ | — | $ | 75,464 | ||||||||||
Corporate debt securities | 9,071 | 19,516 | — | 28,587 | ||||||||||||||
Commercial paper | 4,999 | — | — | 4,999 | ||||||||||||||
Foreign corporate debt securities | 1,072 | 9,877 | — | 10,949 | ||||||||||||||
Total fixed-maturity securities | 87,121 | 32,878 | — | 119,999 | ||||||||||||||
Money market funds | 11,292 | — | — | 11,292 | ||||||||||||||
Total | $ | 98,413 | $ | 32,878 | $ | — | $ | 131,291 | ||||||||||
The following table shows how the Company’s investments are categorized in accordance with fair value measurement, as of December 31, 2014: | ||||||||||||||||||
December 31, 2014 | ||||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | |||||||||||||||
Class of Securities: | ||||||||||||||||||
Obligations of U.S. government sponsored enterprises | $ | 3,009 | $ | 3,466 | $ | — | $ | 6,475 | ||||||||||
Corporate debt securities | 14,939 | 26,545 | 41,484 | |||||||||||||||
Commercial paper | — | — | — | — | ||||||||||||||
Foreign corporate debt securities | 2,822 | 9,860 | — | 12,682 | ||||||||||||||
Total fixed-maturity securities | 20,770 | 39,871 | — | 60,641 | ||||||||||||||
Money market funds | 88,851 | — | — | 88,851 | ||||||||||||||
Total | $ | 109,621 | $ | 39,871 | $ | — | $ | 149,492 | ||||||||||
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, 2015 and the year ended December 31, 2014, $0.0 million and $15.8 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, 2015 to March 31, 2015 | January 1, 2014 to December 31, 2014 | |||||||||||||||||
Transfers | Transfers | Transfers | Transfers | |||||||||||||||
from Level 1 to | from Level 2 | from Level 1 to | from Level 2 | |||||||||||||||
Level 2 | to Level 1 | Level 2 | to Level 1 | |||||||||||||||
Class of Securities: | ||||||||||||||||||
Corporate securities | $ | — | $ | — | $ | — | $ | 13,941 | ||||||||||
Foreign corporate debt securities | — | — | — | 1,810 | ||||||||||||||
Total transfers | $ | — | $ | — | $ | — | $ | 15,751 | ||||||||||
Income_Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 5: Income Taxes |
For the three months ended March 31, 2015, the Company recorded net income of approximately $5.5 million. Due to projected tax losses for the year ended December 31, 2015 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, 2015. The Company recorded no income tax expense or benefit for the year ended December 31, 2014 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 Internal Revenue Code (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, 2015 or the year ended December 31, 2014 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, 2015 and December 31, 2014, 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 gave 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, 2014 is approximately $6.00 billion. At March 31, 2015 there was no limitation on the use of these NOLs. These NOLs will begin to expire in 2031. 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 2011 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, 2015 and December 31, 2014. |
Service_Agreements_and_Related
Service Agreements and Related Party Transactions | 3 Months Ended |
Mar. 31, 2015 | |
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 $0.4 million and $0.4 million for the three months ended March 31, 2015 and 2014, 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 22, 2012, WMIHC and the WMI Liquidating Trust (the “Trust”) entered into a Transition Services Agreement (the “TSA”). Pursuant to the TSA, the Trust 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, as amended, extends the term of the agreement through July 31, 2015, 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. | |
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 the court order confirming the Plan. | |
WMIHC is aware that on or about October 14, 2014, the Trust filed a lawsuit in King County Superior Court in the State of Washington against 16 former directors and officers of WMI (the “D&O Litigation”). The Trust’s complaint alleges, among other things, that the defendants named therein breached their fiduciary duties to WMI and committed corporate waste and fraud by squandering WMI’s financial resources. | |
In connection with the D&O Litigation, on December 1, 2014, the Trust filed its Motion for an Order, Pursuant to Sections 105(a) and 362 of the Bankruptcy Code and Rule 9019 of the Federal Rules of Bankruptcy Procedure, (A) Approving Settlement Agreement Between WMI Liquidating Trust, Certain Directors and Officer and Insurers and (B) Authorizing and Directing the Consummation Thereof (as amended, modified or supplemented prior to the date hereof, the (“D&O Settlement Motion”). Among other things, the D&O Settlement Motion sought approval of a settlement among the Trust, certain former directors and officers of WMI and certain insurance carriers that underwrote director and officer liability insurance policies for the benefit of WMI and its affiliates (including such former directors and officers). At a hearing held on December 23, 2014, the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”) granted the Trust’s D&O Settlement Motion. On January 5, 2015, certain non-settling officers appealed the Bankruptcy Court’s order granting the D&O Settlement Motion and, as a result, such settlement has not yet been consummated. If the Bankruptcy Court’s order is affirmed on appeal, then such settlement will, among other things, result in a payment by such insurance carriers to the Trust of $37.0 million. It is expected that such payment will constitute Litigation Proceeds (as described above). In its Quarterly Summary Report for the period ended December 31, 2014, a copy of which was filed by the Trust under Form 8-K on or about January 30, 2015, the Trust estimated that WMIHC would be entitled to receive approximately $9.0 million out of the $37.0 million. The foregoing notwithstanding, this litigation is managed and controlled by the Trust and WMIHC is not involved in the D&O Litigation. Unless and until the Bankruptcy Court’s order approving the D&O Settlement Order is affirmed and such settlement is consummated, there can be no assurance that WMIHC will recover any amounts on account of the D&O Litigation. | |
The Trust’s Litigation Subcommittee disclosed in its Form 10-K for the period ended December 31, 2013 that it 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 such investigation, the Litigation Subcommittee 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 unlikely that it will realize any value on account of recovery claims, other than as described above. Indeed, as of March 31, 2015, WMIHC had not received any Litigation Proceeds in connection with the foregoing and, there can be no assurance that WMIHC will receive any value or distributions on account of Litigation Proceeds. |
Notes_Payable
Notes Payable | 3 Months Ended |
Mar. 31, 2015 | |
Debt Disclosure [Abstract] | |
Notes Payable | Note 7: Notes Payable |
On the Effective Date, WMIHC issued $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. Additionally, WMIHC issued $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. 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 is required to 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 payments 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 payments in cash. The aggregate face amount of PIK Notes issued as of March 31, 2015 and December 31, 2014 totals approximately $19.4 million and $18.5 million, respectively. Outstanding amounts under these notes totaled approximately $29.8 million and $31.2 million as of March 31, 2015 and December 31, 2014, respectively. Approximately $2.3 million and $78.9 million of First Lien Notes principal was paid during the three months ended March 31, 2015, and the year ended December 31, 2014, respectively. Interest on First Lien Notes paid in cash totaled approximately $0.1 million and $1.5 million during the three months ended March 31, 2015 and 2014, respectively. | |
As of March 31, 2015 and December 31, 2014, the Collateral Account contained $3.1 million and $2.4 million, respectively, of cash received from WMMRC which were or will be ultimately used for future administrative expenses, reductions of issuer secondary amounts, interest and principal payments. |
Financing_Arrangements
Financing Arrangements | 3 Months Ended |
Mar. 31, 2015 | |
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. | |
Pursuant to the terms and conditions of the Financing Agreement, the commitment of the Lenders to extend credit under the Financing Agreement would have terminated no later than March 19, 2015. However, on January 5, 2015, the Company entered into an agreement for termination of the Financing Agreement, (the “Financing Agreement Termination”). Pursuant to the Financing Agreement Termination, the Financing Agreement automatically terminated on January 5, 2015 and the Company no longer has or will have access to the funds thereunder. As of January 5, 2015, there were no loans outstanding under the Financing Agreement. | |
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 committed to purchase up to $150.0 million aggregate principal amount (at issuance) of subordinated 7.50% PIK notes from the Company. On January 5, 2015, the Company, as a result of affiliates of KKR purchasing 200,000 shares of Series B Preferred Stock, and other parties to the Note Purchase Agreement executed an amendment to the Note Purchase Agreement that will have the effect of terminating the Note Purchase Agreement as of the planned reincorporation of WMIHC from Washington to Delaware as more fully described in Note 14: Subsequent Events. The amendment to the Note Purchase Agreement also waives any and all defaults, events of default and rights to terminate the Note Purchase Agreement arising as a result of the offering of Series B Preferred Stock and permits the performance of, and compliance with, all of the terms of the Series B Preferred Stock. Until the reincorporation is finalized, the Note Purchase Agreement remains in effect, subject to its terms as amended. For further information on the reincorporation, see Note 14: Subsequent Events. |
Capital_Stock
Capital Stock | 3 Months Ended | ||||||||||||
Mar. 31, 2015 | |||||||||||||
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 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. On January 30, 2014, pursuant to an investment agreement, WMIHC issued 1,000,000 shares of its Series A Convertible Preferred Stock (the “Series A Preferred Stock”) having the terms, rights, obligations and preferences contained in the Articles of Amendment of WMIHC dated January 30, 2014 for a purchase price equal to $11.1 million and issued to KKR Fund warrants to purchase, in the aggregate, 61.4 million shares of WMIHC’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 Series A 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 Series A Preferred Stock has a liquidation preference equal to the greater of (i) $10.00 per one million shares of Series A 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 Series A Preferred Stock been converted to common stock of WMIHC. The Series A 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 resulted in an increase to our accumulated deficit, and as an increase in additional paid in capital. Further, KKR Fund, as the holder of the Series A 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 Series A Preferred Stock and the Warrants, and the rights of any subsequent holder that is an affiliate of KKR Fund (together with KKR Fund, the “Series A Holders”) are governed by the Investor Rights Agreement. Pursuant to the Investor Rights Agreement, for so long as the Series A Holders own 50% of the Series A Preferred Stock issued as of January 30, 2014 (or the underlying common stock of WMIHC), the Series A Holders will have the right to appoint one of seven directors to the Board. | |||||||||||||
Additionally, until January 30, 2017, the Series A 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 Series A 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 Series A 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 Series A Preferred Stock and the Warrants, KKR Fund and its affiliates 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 Series A 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 Series A 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 Series A Preferred Stock and the Warrants), subject to certain minimum thresholds, customary blackout periods and lockups of 180 days. | |||||||||||||
For as long as the Series A 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 Series A Holders with regular audited and unaudited financial statements and to allow the Series A Holders or their representatives to inspect WMIHC’s books and records. | |||||||||||||
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 Series A Preferred Stock is qualified in its entirety by reference to the Articles of Amendment of Articles of Incorporation Containing the Designation of Rights and Preferences of the Series A Convertible Preferred Stock, which were filed with the SEC as Exhibit 4.5 on Form 8-K on January 31, 2014, and incorporated by reference, 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. | |||||||||||||
On January 5, 2015, WMIHC in connection with an offering of 600,000 shares of its 3.00% Series B Preferred Stock, par value $0.00001, liquidation preference $1,000 per share (the “Series B Preferred Stock”) filed with the Secretary of State of Washington Articles of Amendment of Articles of Incorporation (the “Articles of Amendment”) containing the Designation of Rights and Preferences of the 3.00% Series B Preferred Stock (the “Certificate of Designation”) creating the Series B Preferred Stock and designating the rights and preferences of the Series B Preferred Stock. | |||||||||||||
The foregoing descriptions of the Articles of Amendment and the Certificate of Designation are qualified in their entirety by the provisions of the Articles of Amendment and the Certificate of Designation, filed as Exhibits 3.1 and 4.1 of a Form 8-K on January 5, 2015, respectively, and incorporated by reference herein. | |||||||||||||
On January 5, 2015, in connection with the offering and pursuant to that certain Purchase Agreement, dated December 19, 2014 (the “Purchase Agreement”), by and among WMIHC, Citigroup Global Markets Inc. (“Citi”) and KKR Capital Markets LLC (“KCM” and, together with Citi, the “Initial Purchasers”), WMIHC entered into a Registration Rights Agreement with the Initial Purchasers (the “Registration Rights Agreement”), pursuant to which WMIHC has agreed that, subject to certain conditions, WMIHC will use its reasonable efforts to (i) file a shelf registration statement covering resales of common stock issuable upon mandatory conversion of the Series B Preferred Stock pursuant to Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”) no later than six months after January 5, 2015 (the “Issue Date”); (ii) file a shelf registration statement covering resales of the Series B Preferred Stock pursuant to Rule 415 under the Securities Act no later than one year after the Issue Date; and (iii) cause each of these shelf registration statements to be declared effective under the Securities Act. | |||||||||||||
The foregoing description of the Registration Rights Agreement is qualified in its entirety by the provisions of the Registration Rights Agreement, filed on Form 8-K on January 5, 2015, as Exhibit 10.1 and incorporated by reference herein. | |||||||||||||
On January 5, 2015, in connection with the offering and pursuant to the Purchase Agreement, WMIHC entered into an Escrow Agreement (the “Escrow Agreement”) with Citibank, N.A., as Escrow Agent (the “Escrow Agent”), pursuant to which WMIHC caused to be deposited with the Escrow Agent the amount of $598,500,000, representing the proceeds of the offering of Series B Preferred Stock less offering fees payable on the Issue Date but before payment of other offering fees and expenses (including fees contingent upon future events). These net proceeds will be released from escrow from time to time to WMIHC as instructed by WMIHC in amounts necessary to (i) pay certain fees related to the offering that may become payable to the Initial Purchasers, (ii) finance WMIHC’s efforts to explore and/or fund, in whole or in part, acquisitions whether completed or not, including reasonable attorney fees and expenses, accounting expenses, due diligence and financial advisor fees and expenses, (iii) pay certain amounts that may become payable to the holders of the Series B Preferred Stock upon the occurrence of certain put events, (iv) pay certain amounts that would become payable to the holders of the Series B Preferred Stock upon a mandatory redemption of the Series B Preferred Stock, and (v) pay certain expenses related to the offering. The entire net proceeds will be released from escrow as instructed by WMIHC upon a Qualified Acquisition (as defined in the Escrow Agreement). The foregoing description of the Escrow Agreement is qualified in its entirety by the provisions of the Escrow Agreement, filed on Form 8-K on January 5, 2015, as Exhibit 10.2 and incorporated by reference herein. | |||||||||||||
The Series B Preferred Stock are hybrid financial instruments that blend characteristics of both equity and debt securities. The terms of the Series B Preferred Stock provide for either redemption of the principal and interest for cash at maturity or in the event of certain predetermined circumstances (“Forward Component”) or mandatory conversion into WMIHC’s common stock (“Embedded Conversion Feature” or “ECF”). The Series B Preferred Stock also embody contingent equity-linked share price protections on the ECF in the form of a variable conversion price based on a 20 trading day average of volume weighted average price. The Series B Preferred Stock shall convert based on the outstanding principal and accrued interest, subject to a floor of $1.75 per share of common stock and a maximum of $2.25 per share. As a result, the Company determined that the Series B Preferred Stock contain certain embedded derivative features. Management’s evaluation resulted in the conclusion that the compound derivative financial instrument required bifurcation and separately accounted for the embedded conversion feature option as a derivative liability. The aggregate fair value of the embedded conversion feature was $66.2 million on the date of issuance of the Series B Preferred Stock. At March 31, 2015 and December 31, 2014 the fair value of the embedded conversion feature was $59.0 million and zero, respectively. The change in fair value between December 31, 2014, and March 15, 2015 of $7.2 million is included in the condensed consolidated statement of operations for the period ended March 31, 2015. The Series B Preferred Stock was not issued until January 5, 2015, therefore there was no embedded conversion feature outstanding as of December 31, 2014 and, consequently no change in embedded conversion feature for any quarterly or annual period prior to the period ended March 31, 2015. | |||||||||||||
WMIHC issued no restricted stock grants during the three months ended March 31, 2015. During the year ended December 31, 2014, WMIHC issued restricted stock grants to members of our Corporate Strategy and Development Committee and our Chairman, Michael Willingham, totaling $0.6 million of aggregate intrinsic value and additionally issued restricted stock grants to members of the Board totaling $0.7 million of aggregate intrinsic value. The restricted shares vest over a three year period and the resulting unamortized value related to the unvested restricted share grants totals $0.8 million and $1.2 million at March 31, 2015 and December 31, 2014, respectively. | |||||||||||||
The unamortized value of $0.8 million at March 31, 2015, if all are ultimately vested, would be amortized according to the following schedule. | |||||||||||||
Amortization Schedule | March 31, 2015 Unvested $ value | ||||||||||||
(in thousands) | |||||||||||||
2nd quarter 2015 | $ | 130 | |||||||||||
3rd quarter 2015 | 130 | ||||||||||||
4th quarter 2015 | 130 | ||||||||||||
1st quarter 2016 | 125 | ||||||||||||
2nd quarter 2016 | 92 | ||||||||||||
3rd quarter 2016 | 92 | ||||||||||||
4th quarter 2016 | 92 | ||||||||||||
1st quarter 2017 | 57 | ||||||||||||
Total unamortized value | $ | 848 | |||||||||||
Net equity-based compensation totaled $384 thousand and $129 thousand for the three months ended March 31, 2015 and 2014, respectively. The restricted stock awards were issued at the fair market value determined to be the trading price at the close of business on the respective date the awards were granted. | |||||||||||||
A summary of WMIHC’s restricted stock award activity for the three months ended March 31, 2015 and year ended December 31, 2014 is presented below: | |||||||||||||
Number of restricted stock awards outstanding | Weighted-average grant date fair value | Aggregate intrinsic value | |||||||||||
(in thousands) | |||||||||||||
Outstanding—January 1, 2014 | 1,842,351 | $ | 0.6787 | $ | 1,250 | ||||||||
Restricted stock awards granted during 2014 | 500,894 | 2.6602 | 1,332 | ||||||||||
Restricted stock awards released or forfeited during 2014 | — | — | — | ||||||||||
Outstanding—December 31, 2014 | 2,343,245 | 1.1023 | 2,582 | ||||||||||
Restricted stock awards granted during 2015 | — | — | — | ||||||||||
Restricted stock awards released or forfeited during 2015 | — | — | — | ||||||||||
Outstanding—March 31, 2015 | 2,343,245 | $ | 1.1023 | $ | 2,582 | ||||||||
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 562,676 on March 31, 2015 and 1,343,764 on December 31, 2014. The shares subject to repurchase at March 31, 2015 will vest according to the following schedule: | |||||||||||||
Vesting schedule of shares subject to repurchase | March 31, 2015 Unvested Shares | ||||||||||||
2nd quarter 2015 | — | ||||||||||||
3rd quarter 2015 | — | ||||||||||||
4th quarter 2015 | — | ||||||||||||
1st quarter 2016 | 395,717 | ||||||||||||
2nd quarter 2016 | — | ||||||||||||
3rd quarter 2016 | — | ||||||||||||
4th quarter 2016 | — | ||||||||||||
1st quarter 2017 | 166,959 | ||||||||||||
Total | 562,676 | ||||||||||||
Pursuant to a restricted stock agreement, 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, 2015 and year ended December 31, 2014 is presented below: | |||||||||||||
Vesting schedule of shares subject to repurchase | Unvested Shares | ||||||||||||
Shares subject to repurchase—January 1, 2014 | 1,456,987 | ||||||||||||
Shares issued subject to vesting during 2014 | 500,894 | ||||||||||||
Unvested shares repurchased during 2014 | — | ||||||||||||
Shares vested during 2014 | (614,117 | ) | |||||||||||
Shares subject to repurchase—December 31, 2014 | 1,343,764 | ||||||||||||
Shares issued subject to vesting during 2015 | — | ||||||||||||
Unvested shares repurchased during 2015 | — | ||||||||||||
Shares vested during 2015 | (781,088 | ) | |||||||||||
Shares subject to repurchase—March 31, 2015 | 562,676 | ||||||||||||
On April 28, 2015, WMIHC issued 269,234 restricted stock grants to members of the Board totaling $0.7 million of aggregate intrinsic value. The share price was determined based on the closing sales price of $2.60 on the date of the award. | |||||||||||||
Contingent on the reincorporation of WMIHC from Washington to Delaware as more fully described in Note 14: Subsequent Events, and as a condition of voluntarily tendering their resignations from the WMIHC Board of Directors and WMIHC accepting the resignation of Mark E. Holliday and Timothy R. Graham as Directors, all restricted shares held by Mr. Holliday and Mr. Graham issued but unvested on the date of reincorporation will be immediately vested. A total of 190,070 shares, which were previously scheduled to vest over the next three years, would vest early (“Early Vesting”). Of the Early Vesting shares 113,146 were outstanding as of March 31, 2015 and the balance were issued in conjunction with the annual meeting of shareholders on April 28, 2015 as more fully described in Note 14: Subsequent Events. This Early Vesting resulted in a one-time charge to compensation and a corresponding increase in additional paid in capital totaling $182 thousand during the three months ended March 31, 2015. | |||||||||||||
As of March 31, 2015 and December 31, 2014, 202,343,245 shares of WMIHC’s common stock were issued and outstanding. As of March 31, 2015 and December 31, 2014, 1,000,000 shares of WMIHC’s Series A Convertible Preferred Stock were issued and outstanding. As of March 31, 2015 and December 31, 2014, 600,000 shares and zero shares of WMIHC’s Series B Preferred Stock were issued and outstanding, respectively. As of March 31, 2015 and December 31, 2014, 61,400,000 warrants to purchase WMIHC’s common stock were issued and outstanding. | |||||||||||||
See Note 12: Net Income (Loss) Per Common Share for further information on shares used for EPS calculations. |
Pending_Litigation
Pending Litigation | 3 Months Ended |
Mar. 31, 2015 | |
Commitments And Contingencies Disclosure [Abstract] | |
Pending Litigation | Note 10: Pending Litigation |
As of March 31, 2015, 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, 2015 | |
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 $53.4 million and $54.9 million as of March 31, 2015 and December 31, 2014, 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_Income_Loss_Per_Common_Sha
Net Income (Loss) Per Common Share | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Earnings Per Share [Abstract] | ||||||||
Net Income (Loss) Per Common Share | Note 12: Net Income (Loss) Per Common Share | |||||||
Basic and diluted net income (loss) per share attributable to common shareholders is computed by dividing net income (loss) by the weighted average number of common shares outstanding after subtracting the weighted average of unvested restricted shares outstanding, as these shares are subject to repurchase. There were no dilutive effects from any equity instruments for periods presented which did not have net income, therefore diluted net income (loss) per share was the same as basic net income (loss) for periods that reflect a net loss. | ||||||||
Diluted net income per share is computed by dividing the net income for the period by the weighted average number of common shares outstanding after subtracting the weighted average of any unvested restricted shares outstanding and adding any potentially dilutive common equivalent shares outstanding during the period, if dilutive. Potentially dilutive common equivalent shares are composed of the incremental common shares issuable upon the exercise of warrants for common stock and the potential conversion of preferred shares to common shares, none of which were outstanding prior to January 30, 2014. There were no dilutive effects for the three months ended March 31, 2014 or for the year ended December 31, 2014 as the Company reported a net loss attributable to common shareholders for the periods. | ||||||||
The following table presents the calculation of basic net income (loss) per share for periods presented: | ||||||||
(in thousands, except per share data): | ||||||||
Three Months ended March 31, 2015 | Three Months ended March 31, 2014 | |||||||
Numerator for basic and diluted net income (loss) per share: | ||||||||
Net income (loss) | $ | 5,501 | $ | (3,380 | ) | |||
Preferred deemed dividend | — | (9,455 | ) | |||||
Series B preferred stock dividends | (4,248 | ) | — | |||||
Net income (loss) attributable to common shareholders | $ | 1,253 | $ | (12,835 | ) | |||
Denominator for basic net income (loss) per share: | ||||||||
Weighted-average shares outstanding | 202,343,245 | 201,978,462 | ||||||
Weighted-average unvested restricted shares outstanding | (1,196,680 | ) | (1,504,392 | ) | ||||
Denominator for basic net income (loss) per share: | 201,146,565 | 200,474,070 | ||||||
Basic net income (loss) per share attributable to common shareholders | $ | 0.01 | $ | (0.06 | ) | |||
The following table presents the calculation of diluted net income (loss) per share for periods presented: | ||||||||
(in thousands, except per share data): | ||||||||
Three Months ended March 31, 2015 | Three Months ended March 31, 2014 | |||||||
Numerator for basic and diluted net income (loss) per share: | ||||||||
Net income (loss) | $ | 5,501 | $ | (3,380 | ) | |||
Preferred deemed dividend | — | (9,455 | ) | |||||
Series B preferred stock dividends | (4,248 | ) | — | |||||
Net income (loss) attributable to common shareholders | $ | 1,253 | $ | (12,835 | ) | |||
Denominator for diluted net income (loss) per share: | ||||||||
Weighted-average shares outstanding | 202,343,245 | 201,978,462 | ||||||
Weighted-average unvested restricted shares outstanding | (1,196,680 | ) | (1,504,392 | ) | ||||
Effect of dilutive potential shares * | 301,292,296 | — | ||||||
Denominator for diluted net income (loss) per share: | 502,438,861 | 200,474,070 | ||||||
Diluted net income (loss) per share attributable to common shareholders | $ | 0 | $ | (0.06 | ) | |||
*There were no dilutive effects from any equity instruments for periods presented which did not have net income, therefore diluted net income (loss) per share was the same as basic net income (loss) for periods presented which reflect a net loss. |
Fair_Value_Measurement
Fair Value Measurement | 3 Months Ended | ||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||
Fair Value Disclosures [Abstract] | |||||||||||||||||
Fair Value Measurements | Note 13: Fair Value Measurement | ||||||||||||||||
We use a fair-value approach to value certain liabilities. Fair value is 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. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. We use a fair value hierarchy, which distinguishes between assumptions based on market data (observable inputs) and an entity’s own assumptions (unobservable inputs). The hierarchy consists of three levels: | |||||||||||||||||
• | Level one — Quoted market prices in active markets for identical assets or liabilities; | ||||||||||||||||
• | Level two — Inputs other than level one inputs that are either directly or indirectly observable; and | ||||||||||||||||
• | Level three — Unobservable inputs developed using estimates and assumptions, which are developed by the reporting entity and reflect those assumptions that a market participant would use. | ||||||||||||||||
Determining which category an asset or liability falls within the hierarchy requires significant judgment. We evaluate our hierarchy disclosures each quarter. Assets and liabilities measured at fair value on a recurring basis are summarized as follows: | |||||||||||||||||
The financial instrument that is measured at fair value on a recurring basis is summarized as follows as of March 31, 2015: | |||||||||||||||||
Liabilities | Level 1 | Level 2 | Level 3 | 31-Mar-15 | |||||||||||||
Derivative liability - embedded conversion feature | $ | — | $ | — | $ | 58,967 | $ | 58,967 | |||||||||
At December 31, 2014 we had no Level 3 liabilities measured at fair value. | |||||||||||||||||
The following table shows the change in Level 3 liability measured at fair value on a recurring basis for the period ended March 31, 2015: | |||||||||||||||||
Derivative liability embedded conversion feature | |||||||||||||||||
Balance, December 31, 2014 | $ | — | |||||||||||||||
Issuance during 2015 | 66,227 | ||||||||||||||||
Unrealized gain on change in fair value | (7,260 | ) | |||||||||||||||
Balance, March 31, 2015 | $ | 58,967 | |||||||||||||||
On January 5, 2015, WMIHC raised $600 million of capital (less transaction costs) through the issuance of 600,000 Series B Preferred Shares. The shares carry a liquidation preference of $1,000 per share, equal to their initial purchase price. In addition, they have a mandatory redemption right three years from issuance date at a price equal to the initial investment amount, and accrue dividends at 3.00% per annum. | |||||||||||||||||
The purpose of the capital raise was principally to pursue strategic acquisitions of operating companies that fit the Company’s desired business model. Management intends to pursue such an acquisition or acquisitions with the proceeds of the capital raise, and should it occur during the three year term of the Series B Preferred Stock, there is a mandatory conversion of these shares into common stock of WMIHC. Mandatory conversion occurs at a price that is the lesser of: | |||||||||||||||||
i) | $2.25 per share of WMIHC common stock (the “Initial Conversion Price”); and | ||||||||||||||||
ii) | the arithmetic average of daily volume weighted average prices of WMIHC’s common stock during the 20 trading day period ending on the trading day immediately preceding the public announcement by WMIHC of its entry into a definitive agreement for such acquisition, subject to a floor of $1.75 per share of common stock (the “Floor Price”). | ||||||||||||||||
We use a binomial lattice option pricing model to value the embedded conversion feature that is subject to fair value liability accounting. The key inputs which we utilize in the determination of the fair value as of the reporting date include our stock price as well as assumptions regarding a number of complex and subjective variables. These variables include, but are not limited to, expected stock price volatility over the term of the convertible preferred securities and risk-free interest rate. In addition, the model requires the input of an expected probability of occurrence and the timing of a Qualified Acquisition which initiates the mandatory conversion. The fair value of the embedded conversion feature liability is revalued each balance sheet date utilizing our model computations with the decrease or increase in fair value being reported in the statement of operations as unrealized gain or (loss) on change in fair value of derivative liability - embedded conversion feature, respectively. The primary factors affecting the fair value of the embedded conversion feature liability are the probability of occurrence and timing of a Qualified Acquisition, our stock price and our stock price volatility. In addition, the use of a model requires the input of subjective assumptions, and changes to these assumptions could provide differing results. | |||||||||||||||||
Our reported net income was approximately $5.5 million for the three months ended March 31, 2015. If the closing stock price of our common stock had been 10% lower, our net income would have been approximately $37.1 million higher. If the closing stock price of our common stock had been 10% higher, our net income would have been approximately $37.2 million lower. If our volatility assumption on March 31, 2015 had been 10% lower, our net income would have been approximately $11.5 million higher and if our volatility assumption had been 10% higher, our net income would have been approximately $11.3 million lower. If our probability of a transaction occurring assumption on March 31, 2015 had been 10% lower, our net income would have been approximately $6.6 million higher and if our probability of a transaction occurring assumption had been 10% higher, our net income would have been approximately $6.6 million lower. |
Subsequent_Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 14: Subsequent Events |
At March 31, 2015, WMIHC held $3.1 million in restricted cash which had been received from WMMRC prior to March 31, 2015. Prior to this transfer the use of these assets was restricted as described in Note 11: Restriction on Distribution of Net Assets from Subsidiary. This cash was transferred to WMIHC as restricted cash upon approval for distribution by the Insurance Commissioner of the State of Hawaii. On April 15, 2015, WMIHC fully redeemed the First Lien Notes which included the remaining principal outstanding of $665 thousand of principal and $11 thousand of interest which represented accrued interest through April 14, 2015. The restricted cash remaining in the Collateral Account will be used to reduce the issuer secondary amount in accordance with the Second Lien Indenture, which totals $9.0 million at March 31, 2015 and continues to earn interest at a coupon rate of 13%. The issuer secondary amount is required to be paid (payments of issuer secondary amounts occur by transfer from restricted cash to unrestricted cash) prior to any payment of interest and principal on the Second Lien Notes. The principal balance of the Second Lien Notes totaled $29.2 million at April 30, 2015. | |
The Company has made its annual restricted stock grants to members of our Board of Directors, totaling $0.7 million of aggregate intrinsic value on April 28, 2015, the date of our Annual Meeting of Shareholders, under the Company’s 2012 Plan in connection with the Company’s director compensation program. | |
On April 28, 2015, WMIHC’s shareholders approved the planned reincorporation from the State of Washington to the State of Delaware. As a result of this reincorporation, WMI Holdings Corp. name will change to WMIH Corp., (“WMIH”), WMIH’s Board of Directors will be increased from 7 to up to a maximum of 11 members and WMIH will be authorized to issue up to 3,500,000,000 shares of common stock and up to 10,000,000 shares of preferred stock, each with a par value of $0.00001 per share. |
Significant_Accounting_Policie1
Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2015 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation |
WMIHC resumed filing all periodic reports for a reporting company under the Exchange Act for all periods after the Effective Date. 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 Securities and Exchange Commission (“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 appropriate. The condensed consolidated balance sheet as of December 31, 2014, included herein, was derived from the audited consolidated financial statements as of that date. | |
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 February 27, 2015. 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 period ended March 31, 2015 are not necessarily indicative of the results to be expected for the full year ending December 31, 2015. | |
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 fixed-maturity investments as trading securities, which are recorded at 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 the derivative liability - embedded conversion feature of the Series B Preferred Stock is adjusted to its fair value as determined using level 3 inputs described below under fair value measurements. | |
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 Accounting Standards Codification (“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 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 paper and domestic and foreign 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 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, are subject to the restrictions on distribution of net assets of subsidiaries as described below. | |
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 $0.9 million and $1.1 million as of March 31, 2015 and December 31, 2014, 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 expected future unearned premiums and anticipated investment income. Premium deficiency reserves have been recorded totaling $2.3 million and $2.3 million as of March 31, 2015 and December 31, 2014, 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 overnight 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 includes (i) amounts held for the express purposes of paying principal, interest, issuer secondary amounts and related fees on the Runoff Notes (as defined in Note 7: Notes Payable) pursuant to the terms of the Indentures (as defined in Note 7: Notes Payable) and (ii) proceeds of the Series B Preferred Stock offering held in escrow. | |
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 Reserve |
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, 2015 and December 31, 2014, respectively. Management believes that the recorded aggregate liability for unpaid losses and loss adjustment expenses at period end represents the Company’s 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 the Company’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 Reserve |
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. | |
Net (Loss) Per Common Share | Net Income (Loss) Per Common Share |
Basic income (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 after subtracting the weighted average of any unvested restricted shares outstanding, as these are subject to repurchase. Diluted net income (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 after subtracting the weighted average of any unvested restricted shares outstanding, as these are subject to repurchase and the effect of all dilutive common stock equivalents. 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. | |
Equity Based Compensation | Equity-Based Compensation |
On May 22, 2012, WMIHC’s Board of Directors (the “Board”) approved the Company’s 2012 Long-Term Incentive Plan (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 2012 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 2.0 million shares to 3.0 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. On February 25, 2015, the number of shares authorized and available for awards under the 2012 Plan was increased from 3.0 million to 12.0 million shares of WMIHC’s common stock, subject to approval of shareholders of WMIHC. This approval was received at the Company’s Annual Meeting of Shareholders on April 28, 2015. The 2012 Plan provides for the granting of restricted shares, stock options and other cash and share based awards. The value of restricted stock is determined using the fair market value determined to be the trading price at the close of business on the respective date the awards were granted. | |
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. | |
Reclassification | Reclassification |
Certain prior period balances have been reclassified to conform with the basis of presentation used as of March 31, 2015. | |
Dividend Policy | Dividend Policy |
WMIHC has paid no dividends on its common stock on or after the Effective Date and currently has no plans to pay a dividend on its common stock. The Note Purchase Agreement (as such is defined in Note 8: Financing Arrangements) includes restrictions related to the payment of dividends. | |
WMIHC has declared and paid $3.5 million of dividends on its Series B Preferred Stock and has accreted an additional $0.7 million of dividends based on the 3% interest rate during the three months ended March 31, 2015. The Series B Preferred Stock was issued on January 5, 2015, therefore no dividends were due or paid for any prior period. | |
New Accounting Pronouncements | New Accounting Pronouncements |
In April 2015 the FASB issued Accounting Standards Update 2015-03, Interest—Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs. This update, requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. 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, 2015 | ||||||||
Insurance [Abstract] | ||||||||
Schedule of Premiums Assumed and Earned | Premiums assumed and earned are as follows for the periods ended March 31, 2015 and 2014, respectively: | |||||||
Three Months ended March 31, 2015 | Three Months ended March 31, 2014 | |||||||
Premiums assumed | $ | 1,189 | $ | 2,039 | ||||
Change in unearned premiums | 160 | 127 | ||||||
Premiums earned | $ | 1,349 | $ | 2,166 | ||||
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, 2015 and December 31, 2014, respectively: | |||||||
March 31, 2015 | December 31, 2014 | |||||||
Case-basis reserves | $ | 5,888 | $ | 16,538 | ||||
IBNR reserves | 100 | 110 | ||||||
Premium deficiency reserves | 2,299 | 2,299 | ||||||
Total losses and loss adjustment reserves | $ | 8,287 | $ | 18,947 | ||||
Summary of Losses and Loss Adjustment Reserve Activity | Losses and loss adjustment reserve activity are as follows for the three months ended March 31, 2015 and the year ended December 31, 2014, respectively: | |||||||
March 31, 2015 | December 31, 2014 | |||||||
Balance at beginning of period | $ | 18,947 | $ | 44,314 | ||||
Incurred (released) - prior periods | (541 | ) | 3,281 | |||||
Paid - prior periods | (10,119 | ) | (28,648 | ) | ||||
Total losses and loss adjustment reserves | $ | 8,287 | $ | 18,947 | ||||
Investment_Securities_Tables
Investment Securities (Tables) | 3 Months Ended | |||||||||||||||||
Mar. 31, 2015 | ||||||||||||||||||
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 total fixed-maturity securities and total fixed-maturity securities held in trust at March 31, 2015, are as follows: | |||||||||||||||||
March 31, 2015 | ||||||||||||||||||
Amortized Cost | Gross Unrealized Gains | Gross Unrealized Losses | Estimated Fair Value | |||||||||||||||
Obligations of U.S. government sponsored enterprises | $ | 75,474 | $ | 6 | $ | (16 | ) | $ | 75,464 | |||||||||
Corporate debt securities | 28,264 | 331 | (8 | ) | 28,587 | |||||||||||||
Commercial paper | 4,998 | 1 | — | 4,999 | ||||||||||||||
Foreign corporate debt securities | 10,899 | 57 | (7 | ) | 10,949 | |||||||||||||
Total fixed-maturity securities | 119,635 | 395 | (31 | ) | 119,999 | |||||||||||||
Less total unrestricted fixed-maturity securities | 74,041 | 147 | (5 | ) | 74,183 | |||||||||||||
Total fixed-maturity securities held in trust | $ | 45,594 | $ | 248 | $ | (26 | ) | $ | 45,816 | |||||||||
The amortized cost, gross unrealized gains, gross unrealized losses and estimated fair values of total fixed-maturity securities and total fixed-maturity securities held in trust at December 31, 2014, are as follows: | ||||||||||||||||||
December 31, 2014 | ||||||||||||||||||
Amortized Cost | Gross Unrealized Gains | Gross Unrealized Losses | Estimated Fair Value | |||||||||||||||
Obligations of U.S. government sponsored enterprises | $ | 6,491 | $ | 12 | $ | (28 | ) | $ | 6,475 | |||||||||
Corporate debt securities | 41,018 | 531 | (65 | ) | 41,484 | |||||||||||||
Commercial paper | — | — | — | — | ||||||||||||||
Foreign corporate debt securities | 12,693 | 47 | (58 | ) | 12,682 | |||||||||||||
Total fixed-maturity securities | 60,202 | 590 | (151 | ) | 60,641 | |||||||||||||
Less total unrestricted fixed-maturity securities | 7,895 | 179 | (11 | ) | 8,063 | |||||||||||||
Total fixed-maturity securities held in trust | $ | 52,307 | $ | 411 | $ | (140 | ) | $ | 52,578 | |||||||||
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, 2015 by contractual maturity are as follows: | ||||||||||||||||||
Amortized | Estimated | |||||||||||||||||
Cost | Fair Value | |||||||||||||||||
Maturity in: | ||||||||||||||||||
2015 | $ | 85,087 | $ | 85,122 | ||||||||||||||
2016-2019 | 34,548 | 34,877 | ||||||||||||||||
Total fixed-maturity securities | $ | 119,635 | $ | 119,999 | ||||||||||||||
Summary of Net Investment Income (Loss) | Net investment income (loss) for the periods ended March 31, 2015 and 2014, respectively, is summarized as follows: | |||||||||||||||||
Three Months ended March 31, 2015 | Three Months ended March 31, 2014 | |||||||||||||||||
Investment income (loss): | ||||||||||||||||||
Amortization of premium or discount on fixed-maturity securities | $ | (179 | ) | $ | (529 | ) | ||||||||||||
Investment income on fixed-maturity securities | 413 | 1,102 | ||||||||||||||||
Interest income on cash and equivalents | 57 | 2 | ||||||||||||||||
Realized net gain (loss) from sale of investments | 186 | 27 | ||||||||||||||||
Unrealized (losses) gains on trading securities held at period end | (76 | ) | 66 | |||||||||||||||
Net investment income (loss) | $ | 401 | $ | 668 | ||||||||||||||
Schedule of Investments in Accordance with Fair Value Measurement | The following table shows how the Company’s investments are categorized in accordance with fair value measurement, as of March 31, 2015: | |||||||||||||||||
March 31, 2015 | ||||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | |||||||||||||||
Class of Securities: | ||||||||||||||||||
Obligations of U.S. government sponsored enterprises | $ | 71,979 | $ | 3,485 | $ | — | $ | 75,464 | ||||||||||
Corporate debt securities | 9,071 | 19,516 | — | 28,587 | ||||||||||||||
Commercial paper | 4,999 | — | — | 4,999 | ||||||||||||||
Foreign corporate debt securities | 1,072 | 9,877 | — | 10,949 | ||||||||||||||
Total fixed-maturity securities | 87,121 | 32,878 | — | 119,999 | ||||||||||||||
Money market funds | 11,292 | — | — | 11,292 | ||||||||||||||
Total | $ | 98,413 | $ | 32,878 | $ | — | $ | 131,291 | ||||||||||
The following table shows how the Company’s investments are categorized in accordance with fair value measurement, as of December 31, 2014: | ||||||||||||||||||
December 31, 2014 | ||||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | |||||||||||||||
Class of Securities: | ||||||||||||||||||
Obligations of U.S. government sponsored enterprises | $ | 3,009 | $ | 3,466 | $ | — | $ | 6,475 | ||||||||||
Corporate debt securities | 14,939 | 26,545 | 41,484 | |||||||||||||||
Commercial paper | — | — | — | — | ||||||||||||||
Foreign corporate debt securities | 2,822 | 9,860 | — | 12,682 | ||||||||||||||
Total fixed-maturity securities | 20,770 | 39,871 | — | 60,641 | ||||||||||||||
Money market funds | 88,851 | — | — | 88,851 | ||||||||||||||
Total | $ | 109,621 | $ | 39,871 | $ | — | $ | 149,492 | ||||||||||
Summary of Transfers between Level 1 and Level 2 | ||||||||||||||||||
January 1, 2015 to March 31, 2015 | January 1, 2014 to December 31, 2014 | |||||||||||||||||
Transfers | Transfers | Transfers | Transfers | |||||||||||||||
from Level 1 to | from Level 2 | from Level 1 to | from Level 2 | |||||||||||||||
Level 2 | to Level 1 | Level 2 | to Level 1 | |||||||||||||||
Class of Securities: | ||||||||||||||||||
Corporate securities | $ | — | $ | — | $ | — | $ | 13,941 | ||||||||||
Foreign corporate debt securities | — | — | — | 1,810 | ||||||||||||||
Total transfers | $ | — | $ | — | $ | — | $ | 15,751 | ||||||||||
Capital_Stock_Tables
Capital Stock (Tables) | 3 Months Ended | ||||||||||||
Mar. 31, 2015 | |||||||||||||
Equity [Abstract] | |||||||||||||
Schedule of Unamortized Value of Restricted Stock | The unamortized value of $0.8 million at March 31, 2015, if all are ultimately vested, would be amortized according to the following schedule. | ||||||||||||
Amortization Schedule | March 31, 2015 Unvested $ value | ||||||||||||
(in thousands) | |||||||||||||
2nd quarter 2015 | $ | 130 | |||||||||||
3rd quarter 2015 | 130 | ||||||||||||
4th quarter 2015 | 130 | ||||||||||||
1st quarter 2016 | 125 | ||||||||||||
2nd quarter 2016 | 92 | ||||||||||||
3rd quarter 2016 | 92 | ||||||||||||
4th quarter 2016 | 92 | ||||||||||||
1st quarter 2017 | 57 | ||||||||||||
Total unamortized value | $ | 848 | |||||||||||
Summary of Company's Restricted Stock Award Activity | A summary of WMIHC’s restricted stock award activity for the three months ended March 31, 2015 and year ended December 31, 2014 is presented below: | ||||||||||||
Number of restricted stock awards outstanding | Weighted-average grant date fair value | Aggregate intrinsic value | |||||||||||
(in thousands) | |||||||||||||
Outstanding—January 1, 2014 | 1,842,351 | $ | 0.6787 | $ | 1,250 | ||||||||
Restricted stock awards granted during 2014 | 500,894 | 2.6602 | 1,332 | ||||||||||
Restricted stock awards released or forfeited during 2014 | — | — | — | ||||||||||
Outstanding—December 31, 2014 | 2,343,245 | 1.1023 | 2,582 | ||||||||||
Restricted stock awards granted during 2015 | — | — | — | ||||||||||
Restricted stock awards released or forfeited during 2015 | — | — | — | ||||||||||
Outstanding—March 31, 2015 | 2,343,245 | $ | 1.1023 | $ | 2,582 | ||||||||
Schedule of Vesting Shares Subject to Repurchase | The shares subject to repurchase at March 31, 2015 will vest according to the following schedule: | ||||||||||||
Vesting schedule of shares subject to repurchase | March 31, 2015 Unvested Shares | ||||||||||||
2nd quarter 2015 | — | ||||||||||||
3rd quarter 2015 | — | ||||||||||||
4th quarter 2015 | — | ||||||||||||
1st quarter 2016 | 395,717 | ||||||||||||
2nd quarter 2016 | — | ||||||||||||
3rd quarter 2016 | — | ||||||||||||
4th quarter 2016 | — | ||||||||||||
1st quarter 2017 | 166,959 | ||||||||||||
Total | 562,676 | ||||||||||||
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, 2015 and year ended December 31, 2014 is presented below: | ||||||||||||
Vesting schedule of shares subject to repurchase | Unvested Shares | ||||||||||||
Shares subject to repurchase—January 1, 2014 | 1,456,987 | ||||||||||||
Shares issued subject to vesting during 2014 | 500,894 | ||||||||||||
Unvested shares repurchased during 2014 | — | ||||||||||||
Shares vested during 2014 | (614,117 | ) | |||||||||||
Shares subject to repurchase—December 31, 2014 | 1,343,764 | ||||||||||||
Shares issued subject to vesting during 2015 | — | ||||||||||||
Unvested shares repurchased during 2015 | — | ||||||||||||
Shares vested during 2015 | (781,088 | ) | |||||||||||
Shares subject to repurchase—March 31, 2015 | 562,676 | ||||||||||||
On April 28, 2015, WMIHC issued 269,234 restricted stock grants to members of the Board totaling $0.7 million of aggregate intrinsic value. The share price was determined based on the closing sales price of $2.60 on the date of the award. | |||||||||||||
Contingent on the reincorporation of WMIHC from Washington to Delaware as more fully described in Note 14: Subsequent Events, and as a condition of voluntarily tendering their resignations from the WMIHC Board of Directors and WMIHC accepting the resignation of Mark E. Holliday and Timothy R. Graham as Directors, all restricted shares held by Mr. Holliday and Mr. Graham issued but unvested on the date of reincorporation will be immediately vested. A total of 190,070 shares, which were previously scheduled to vest over the next three years, would vest early (“Early Vesting”). Of the Early Vesting shares 113,146 were outstanding as of March 31, 2015 and the balance were issued in conjunction with the annual meeting of shareholders on April 28, 2015 as more fully described in Note 14: Subsequent Events. This Early Vesting resulted in a one-time charge to compensation and a corresponding increase in additional paid in capital totaling $182 thousand during the three months ended March 31, 2015. |
Net_Income_Loss_Per_Common_Sha1
Net Income (Loss) Per Common Share (Tables) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Earnings Per Share [Abstract] | ||||||||
Calculation of Basic Net Income (Loss) Per Share | The following table presents the calculation of basic net income (loss) per share for periods presented: | |||||||
(in thousands, except per share data): | ||||||||
Three Months ended March 31, 2015 | Three Months ended March 31, 2014 | |||||||
Numerator for basic and diluted net income (loss) per share: | ||||||||
Net income (loss) | $ | 5,501 | $ | (3,380 | ) | |||
Preferred deemed dividend | — | (9,455 | ) | |||||
Series B preferred stock dividends | (4,248 | ) | — | |||||
Net income (loss) attributable to common shareholders | $ | 1,253 | $ | (12,835 | ) | |||
Denominator for basic net income (loss) per share: | ||||||||
Weighted-average shares outstanding | 202,343,245 | 201,978,462 | ||||||
Weighted-average unvested restricted shares outstanding | (1,196,680 | ) | (1,504,392 | ) | ||||
Denominator for basic net income (loss) per share: | 201,146,565 | 200,474,070 | ||||||
Basic net income (loss) per share attributable to common shareholders | $ | 0.01 | $ | (0.06 | ) | |||
Calculation of Diluted Net Income (Loss) Per Share | The following table presents the calculation of diluted net income (loss) per share for periods presented: | |||||||
(in thousands, except per share data): | ||||||||
Three Months ended March 31, 2015 | Three Months ended March 31, 2014 | |||||||
Numerator for basic and diluted net income (loss) per share: | ||||||||
Net income (loss) | $ | 5,501 | $ | (3,380 | ) | |||
Preferred deemed dividend | — | (9,455 | ) | |||||
Series B preferred stock dividends | (4,248 | ) | — | |||||
Net income (loss) attributable to common shareholders | $ | 1,253 | $ | (12,835 | ) | |||
Denominator for diluted net income (loss) per share: | ||||||||
Weighted-average shares outstanding | 202,343,245 | 201,978,462 | ||||||
Weighted-average unvested restricted shares outstanding | (1,196,680 | ) | (1,504,392 | ) | ||||
Effect of dilutive potential shares * | 301,292,296 | — | ||||||
Denominator for diluted net income (loss) per share: | 502,438,861 | 200,474,070 | ||||||
Diluted net income (loss) per share attributable to common shareholders | $ | 0 | $ | (0.06 | ) | |||
*There were no dilutive effects from any equity instruments for periods presented which did not have net income, therefore diluted net income (loss) per share was the same as basic net income (loss) for periods presented which reflect a net loss. |
Fair_Value_Measurement_Tables
Fair Value Measurement (Tables) | 3 Months Ended | ||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||
Fair Value Disclosures [Abstract] | |||||||||||||||||
Summary of Fair Value Measured on Recurring Basis | The financial instrument that is measured at fair value on a recurring basis is summarized as follows as of March 31, 2015: | ||||||||||||||||
Liabilities | Level 1 | Level 2 | Level 3 | 31-Mar-15 | |||||||||||||
Derivative liability - embedded conversion feature | $ | — | $ | — | $ | 58,967 | $ | 58,967 | |||||||||
Summary of Change in Level 3 Liability Measured at Fair Value on Recurring Basis | The following table shows the change in Level 3 liability measured at fair value on a recurring basis for the period ended March 31, 2015: | ||||||||||||||||
Derivative liability embedded conversion feature | |||||||||||||||||
Balance, December 31, 2014 | $ | — | |||||||||||||||
Issuance during 2015 | 66,227 | ||||||||||||||||
Unrealized gain on change in fair value | (7,260 | ) | |||||||||||||||
Balance, March 31, 2015 | $ | 58,967 | |||||||||||||||
The_Company_and_its_Subsidiari1
The Company and its Subsidiaries - Additional Information (Detail) (USD $) | 3 Months Ended | |||
Mar. 31, 2015 | Dec. 31, 2014 | Jan. 30, 2014 | Jan. 05, 2015 | |
Related Party Transaction [Line Items] | ||||
Plan Effective Date | 19-Mar-12 | |||
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 | 202,343,245 | 202,343,245 | ||
Common stock, shares outstanding | 202,343,245 | 202,343,245 | ||
WMMRC [Member] | ||||
Related Party Transaction [Line Items] | ||||
Number of primary mortgage insurers | 7 | |||
Series A Convertible Preferred Stock [Member] | ||||
Related Party Transaction [Line Items] | ||||
Preferred stock, shares issued | 1,000,000 | 1,000,000 | 1,000,000 | |
Preferred stock, shares outstanding | 1,000,000 | 1,000,000 | ||
Series B Preferred Stock [Member] | ||||
Related Party Transaction [Line Items] | ||||
Common stock, par value | $1.75 | |||
Preferred stock, par value | $0.00 | |||
Preferred stock, shares issued | 600,000 | 0 | 600,000 | |
Preferred stock, shares outstanding | 600,000 | 0 |
Significant_Accounting_Policie2
Significant Accounting Policies - Additional Information (Detail) (USD $) | 3 Months Ended | 0 Months Ended | ||||||
Share data in Millions, unless otherwise specified | Mar. 31, 2015 | Jan. 05, 2015 | Feb. 25, 2015 | Jan. 30, 2015 | Dec. 31, 2014 | Feb. 10, 2014 | 22-May-12 | Mar. 19, 2012 |
Significant Accounting Policies [Line Items] | ||||||||
Unearned premiums | $934,000 | $1,094,000 | ||||||
Premium deficiency reserves | 2,300,000 | 2,300,000 | ||||||
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 | |||||||
Common stock reserved for future issuance | 12 | 3 | 2 | |||||
Amount of dividends paid on or after Effective Date | 0 | |||||||
Preferred stock dividends | 700,000 | |||||||
Preferred stock dividend rate | 3.00% | |||||||
Series B Preferred Stock [Member] | ||||||||
Significant Accounting Policies [Line Items] | ||||||||
Preferred stock dividends | $3,500,000 | |||||||
Preferred stock dividend rate | 3.00% |
Insurance_Activity_Additional_
Insurance Activity - Additional Information (Detail) (USD $) | 3 Months Ended | |||
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | Aug. 31, 2009 | |
Effects of Reinsurance [Line Items] | ||||
Quoted percentage to share base | 50.00% | |||
Balances in the fair market reserve | $12,500,000 | $12,500,000 | ||
Decrease in expense | $0 | $0 | ||
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, 2015 | Mar. 31, 2014 |
Insurance [Abstract] | ||
Premiums assumed | $1,189 | $2,039 |
Change in unearned premiums | 160 | 127 |
Premiums earned | $1,349 | $2,166 |
Insurance_Activity_Components_
Insurance Activity - Components of Liability for Losses and Loss Adjustment Reserves (Detail) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | |||
Effects of Reinsurance [Line Items] | |||
Total losses and loss adjustment reserves | $8,287 | $18,947 | $44,314 |
Case-basis reserves [Member] | |||
Effects of Reinsurance [Line Items] | |||
Total losses and loss adjustment reserves | 5,888 | 16,538 | |
IBNR reserves [Member] | |||
Effects of Reinsurance [Line Items] | |||
Total losses and loss adjustment reserves | 100 | 110 | |
Premium deficiency reserves [Member] | |||
Effects of Reinsurance [Line Items] | |||
Total losses and loss adjustment reserves | $2,299 | $2,299 |
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, 2015 | Dec. 31, 2014 | Mar. 31, 2015 |
Insurance [Abstract] | |||
Balance at beginning of period | $18,947 | $44,314 | $8,287 |
Incurred (released) - prior periods | -541 | 3,281 | |
Paid - prior periods | -10,119 | -28,648 | |
Total losses and loss adjustment reserves | $8,287 | $18,947 |
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, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Schedule of Trading Securities and Other Trading Assets [Line Items] | ||
Total fixed-maturity securities, Amortized Cost | $119,635 | $60,202 |
Total fixed-maturity securities, Gross Unrealized Gains | 395 | 590 |
Total fixed-maturity securities, Gross Unrealized Losses | -31 | -151 |
Total fixed-maturity securities, Estimated Fair Value | 119,999 | 60,641 |
Less total unrestricted fixed-maturity securities, Amortized Cost | 74,041 | 7,895 |
Less total unrestricted fixed-maturity securities, Gross Unrealized Gains | 147 | 179 |
Less total unrestricted fixed-maturity securities, Gross Unrealized Losses | -5 | -11 |
Less total unrestricted fixed-maturity securities, Estimated Fair Value | 74,183 | 8,063 |
Total fixed-maturity securities held in trust, Amortized Cost | 45,594 | 52,307 |
Total fixed-maturity securities held in trust, Gross Unrealized Gains | 248 | 411 |
Total fixed-maturity securities held in trust, Gross Unrealized Losses | -26 | -140 |
Total fixed-maturity securities held in trust, Estimated Fair Value | 45,816 | 52,578 |
Obligations of U.S. Government Sponsored Enterprises [Member] | ||
Schedule of Trading Securities and Other Trading Assets [Line Items] | ||
Total fixed-maturity securities, Amortized Cost | 75,474 | 6,491 |
Total fixed-maturity securities, Gross Unrealized Gains | 6 | 12 |
Total fixed-maturity securities, Gross Unrealized Losses | -16 | -28 |
Total fixed-maturity securities, Estimated Fair Value | 75,464 | 6,475 |
Corporate Debt Securities [Member] | ||
Schedule of Trading Securities and Other Trading Assets [Line Items] | ||
Total fixed-maturity securities, Amortized Cost | 28,264 | 41,018 |
Total fixed-maturity securities, Gross Unrealized Gains | 331 | 531 |
Total fixed-maturity securities, Gross Unrealized Losses | -8 | -65 |
Total fixed-maturity securities, Estimated Fair Value | 28,587 | 41,484 |
Foreign Corporate Debt Securities [Member] | ||
Schedule of Trading Securities and Other Trading Assets [Line Items] | ||
Total fixed-maturity securities, Amortized Cost | 10,899 | 12,693 |
Total fixed-maturity securities, Gross Unrealized Gains | 57 | 47 |
Total fixed-maturity securities, Gross Unrealized Losses | -7 | -58 |
Total fixed-maturity securities, Estimated Fair Value | 10,949 | 12,682 |
Commercial Paper [Member] | ||
Schedule of Trading Securities and Other Trading Assets [Line Items] | ||
Total fixed-maturity securities, Amortized Cost | 4,998 | |
Total fixed-maturity securities, Gross Unrealized Gains | 1 | |
Total fixed-maturity securities, Estimated Fair Value | $4,999 |
Investment_Securities_Schedule1
Investment Securities - Schedule of Amortized Cost and Estimated Fair Value of Fixed-Maturity Securities by Contractual Maturity (Detail) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Maturity in: | ||
Amortized Cost, 2015 | $85,087 | |
Amortized Cost, 2016-2019 | 34,548 | |
Total fixed-maturity securities, Amortized Cost | 119,635 | 60,202 |
Estimated Fair Value, 2015 | 85,122 | |
Estimated Fair Value, 2016-2019 | 34,877 | |
Total fixed-maturity securities, Estimated Fair Value | $119,999 | $60,641 |
Investment_Securities_Summary_
Investment Securities - Summary of Net Investment Income (Loss) (Detail) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Investment income (loss): | ||
Amortization of premium or discount on fixed-maturity securities | ($179) | ($529) |
Investment income on fixed-maturity securities | 413 | 1,102 |
Interest income on cash and equivalents | 57 | 2 |
Realized net gain (loss) from sale of investments | 186 | 27 |
Unrealized (losses) gains on trading securities held at period end | -76 | 66 |
Net investment income (loss) | $401 | $668 |
Investment_Securities_Schedule2
Investment Securities - Schedule of Investments in Accordance with Fair Value Measurement (Detail) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Class of Securities: | ||
Total fixed-maturity securities | $119,999 | $60,641 |
Total investments fair value | 131,291 | 149,492 |
Level 1 | ||
Class of Securities: | ||
Total fixed-maturity securities | 87,121 | 20,770 |
Total investments fair value | 98,413 | 109,621 |
Level 2 | ||
Class of Securities: | ||
Total fixed-maturity securities | 32,878 | 39,871 |
Total investments fair value | 32,878 | 39,871 |
Obligations of U.S. Government Sponsored Enterprises [Member] | ||
Class of Securities: | ||
Total fixed-maturity securities | 75,464 | 6,475 |
Obligations of U.S. Government Sponsored Enterprises [Member] | Level 1 | ||
Class of Securities: | ||
Total fixed-maturity securities | 71,979 | 3,009 |
Obligations of U.S. Government Sponsored Enterprises [Member] | Level 2 | ||
Class of Securities: | ||
Total fixed-maturity securities | 3,485 | 3,466 |
Corporate Debt Securities [Member] | ||
Class of Securities: | ||
Total fixed-maturity securities | 28,587 | 41,484 |
Corporate Debt Securities [Member] | Level 1 | ||
Class of Securities: | ||
Total fixed-maturity securities | 9,071 | 14,939 |
Corporate Debt Securities [Member] | Level 2 | ||
Class of Securities: | ||
Total fixed-maturity securities | 19,516 | 26,545 |
Commercial Paper [Member] | ||
Class of Securities: | ||
Total fixed-maturity securities | 4,999 | |
Commercial Paper [Member] | Level 1 | ||
Class of Securities: | ||
Total fixed-maturity securities | 4,999 | |
Foreign Corporate Debt Securities [Member] | ||
Class of Securities: | ||
Total fixed-maturity securities | 10,949 | 12,682 |
Foreign Corporate Debt Securities [Member] | Level 1 | ||
Class of Securities: | ||
Total fixed-maturity securities | 1,072 | 2,822 |
Foreign Corporate Debt Securities [Member] | Level 2 | ||
Class of Securities: | ||
Total fixed-maturity securities | 9,877 | 9,860 |
Money Market Funds [Member] | ||
Class of Securities: | ||
Total investments fair value | 11,292 | 88,851 |
Money Market Funds [Member] | Level 1 | ||
Class of Securities: | ||
Total investments fair value | $11,292 | $88,851 |
Investment_Securities_Addition
Investment Securities - Additional Information (Detail) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Fair Value Disclosures [Abstract] | ||
Transfers from Level 2 to Level 1 | $0 | $15,751 |
Investment_Securities_Summary_1
Investment Securities - Summary of Transfers between Level 1 and Level 2 (Detail) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Transfers from Level 2 to Level 1 | $0 | $15,751 |
Corporate Securities [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Transfers from Level 2 to Level 1 | 13,941 | |
Foreign Corporate Debt Securities [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Transfers from Level 2 to Level 1 | $1,810 |
Income_Taxes_Additional_Inform
Income Taxes - Additional Information (Detail) (USD $) | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | Jan. 30, 2015 | Mar. 19, 2012 | |
Income Tax Disclosure [Abstract] | |||||
Net income | $5,501,000 | ($3,380,000) | $3,070,000 | ||
Percentage of net operating loss carry forwards | 100.00% | ||||
Valuation allowance recorded to be reduce to | 0.00% | ||||
Income tax expense or benefit | 0 | ||||
Income tax at the federal statutory rate of 35% | 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 | ||||
Change in equity ownership | 50.00% | 42.50% | 50.00% | ||
Available and utilizable NOL | 6,000,000,000 | ||||
NOLs expiration date | 2031 | ||||
Reserves for uncertain federal income tax positions | 0 | ||||
Income tax interest income, expense or penalties | $0 | $0 | |||
Income tax examination, year under examination | 2011 |
Service_Agreements_and_Related1
Service Agreements and Related Party Transactions - Additional Information (Detail) (WMMRC [Member], USD $) | 0 Months Ended | 3 Months Ended | ||
Jan. 05, 2015 | Oct. 14, 2014 | Mar. 31, 2015 | Mar. 31, 2014 | |
Directors | ||||
Related Party Transaction [Line Items] | ||||
Pro Rata Share of the Common Stock Allotment | 10,000,000 | |||
Percentage of Pro Rata Share of the Common Stock Election | 5.00% | |||
Percentage of interest in Litigation Proceeds | 50.00% | |||
Principal amount of Runoff Notes | $1 | |||
Lawsuit against number of former directors | 16 | |||
Litigation settlement amount | $37,000,000 | |||
Proceeds from litigation settlement amount | 9,000,000 | |||
Investment Management Agreement And Administrative Services Agreement [Member] | ||||
Related Party Transaction [Line Items] | ||||
Expenses incurred under the agreements | 400,000 | 400,000 | ||
Investment Management Agreement [Member] | ||||
Related Party Transaction [Line Items] | ||||
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 [Member] | ||||
Related Party Transaction [Line Items] | ||||
Administrative services agreement fee | $110,000 |
Notes_Payable_Additional_Infor
Notes Payable - Additional Information (Detail) (USD $) | 3 Months Ended | 12 Months Ended | 3 Months Ended |
In Millions, unless otherwise specified | Mar. 31, 2015 | Dec. 31, 2014 | Mar. 31, 2014 |
Debt Instrument [Line Items] | |||
Collateral Account used for future payments | $3.10 | $2.40 | |
Principal and interest payments | 3.1 | 2.4 | |
13% Senior First Lien Notes [Member] | |||
Debt Instrument [Line Items] | |||
Issued aggregate principal amount | 110 | ||
Notes maturity date | 19-Mar-30 | ||
Principal payments | 2.3 | 78.9 | |
Cash interest paid on Notes | 0.1 | 1.5 | |
13% Senior Second Lien Notes [Member] | |||
Debt Instrument [Line Items] | |||
Issued aggregate principal amount | 20 | ||
Notes maturity date | 19-Mar-30 | ||
PIK Notes [Member] | |||
Debt Instrument [Line Items] | |||
Issued aggregate principal amount | 19.4 | 18.5 | |
Runoff Notes [Member] | |||
Debt Instrument [Line Items] | |||
Outstanding amounts of notes | $29.80 | $31.20 |
Financing_Arrangements_Additio
Financing Arrangements - Additional Information (Detail) (USD $) | Jan. 05, 2015 | Jan. 30, 2014 | Mar. 31, 2015 | Dec. 31, 2014 |
Debt Instrument [Line Items] | ||||
Loans outstanding | $0 | |||
7.50% Subordinated Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Principal available | $150,000,000 | |||
Debt instrument, interest rate, stated percentage | 7.50% | |||
Series B Preferred Stock [Member] | ||||
Debt Instrument [Line Items] | ||||
Preferred stock, shares issued | 600,000 | 600,000 | 0 | |
Affiliates of KKR [Member] | Series B Preferred Stock [Member] | ||||
Debt Instrument [Line Items] | ||||
Preferred stock, shares issued | 200,000 |
Capital_Stock_Additional_Infor
Capital Stock - Additional Information (Detail) (USD $) | 3 Months Ended | 12 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | 3 Months Ended | ||||
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | Apr. 28, 2015 | Jan. 30, 2015 | Jan. 05, 2015 | Mar. 15, 2015 | Mar. 19, 2012 | Jan. 30, 2014 | Dec. 31, 2013 | |
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 | ||||||||
Common stock, par value | $0.00 | $0.00 | ||||||||
Preferred stock, par value | $0.00 | $0.00 | ||||||||
Warrants to purchase in aggregate, shares | 61,400,000 | |||||||||
Convertible preferred stock conversion price | $1.10 | |||||||||
Preferred stock liquidation preference per share | $10 | |||||||||
Preferred deemed dividend | $9,455,000 | |||||||||
Warrants expiration period | 5 years | |||||||||
Maximum percent of the voting shares of the emerging entity immediately prior to the confirmation of reorganization | 50.00% | 42.50% | 50.00% | |||||||
Registration right period | 180 days | |||||||||
Preferred stock dividend rate | 3.00% | |||||||||
Escrow deposit | 598,500,000 | |||||||||
Amount of restricted stock grants | 0 | 600,000 | ||||||||
Amount of additional restricted stock grants issued | 700,000 | |||||||||
Award vesting period | 3 years | |||||||||
Unamortized value of unvested restricted share grant | 848,000 | 1,200,000 | ||||||||
Equity-based compensation | 384,000 | 129,000 | ||||||||
Per share of unvested shares of common stock | $0.00 | |||||||||
Vested number of shares | 190,070 | |||||||||
Vested number of shares, outstanding | 113,146 | |||||||||
Expected increase in additional paid in capital due to early vesting of equity shares | 182,000 | |||||||||
Expected increase in share based compensation due to early vesting of equity shares | 182,000 | |||||||||
Common stock, shares outstanding | 202,343,245 | 202,343,245 | ||||||||
Warrants to purchase common stock, outstanding | 61,400,000 | 61,400,000 | ||||||||
Subsequent Event [Member] | ||||||||||
Capital Stock Distribution [Line Items] | ||||||||||
Common stock, par value | $0.00 | |||||||||
Preferred stock, par value | $0.00 | |||||||||
Amount of restricted stock grants | 269,234 | |||||||||
Amount of additional restricted stock grants issued | 700,000 | |||||||||
Restricted shares subject to repurchase [Member] | ||||||||||
Capital Stock Distribution [Line Items] | ||||||||||
Unvested shares | 562,676 | 1,343,764 | 1,456,987 | |||||||
Series A Convertible Preferred Stock [Member] | ||||||||||
Capital Stock Distribution [Line Items] | ||||||||||
Preferred stock, shares issued | 1,000,000 | 1,000,000 | 1,000,000 | |||||||
Purchase price of convertible preferred stock maximum limit | 11,100,000 | |||||||||
Preferred stock liquidation preference | The Series A 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 Series A Preferred Stock has a liquidation preference equal to the greater of (i) $10.00 per one million shares of Series A 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 Series A Preferred Stock been converted to common stock of WMIHC. | |||||||||
Preferred stock, shares outstanding | 1,000,000 | 1,000,000 | ||||||||
Convertible Preferred Stock [Member] | ||||||||||
Capital Stock Distribution [Line Items] | ||||||||||
Expiration of right to participating into future offering | 30-Jan-17 | |||||||||
Preferred stock participation right | Additionally, until January 30, 2017, the Series A 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 | |||||||||
Convertible Preferred Stock [Member] | Maximum [Member] | ||||||||||
Capital Stock Distribution [Line Items] | ||||||||||
Maximum percent of the voting shares of the emerging entity immediately prior to the confirmation of reorganization | 50.00% | |||||||||
Percentage of rights vest with preferred shareholders to future offering | 50.00% | |||||||||
Preferred stock participation value | 1,000,000,000 | |||||||||
Series B Preferred Stock [Member] | ||||||||||
Capital Stock Distribution [Line Items] | ||||||||||
Common stock, par value | $1.75 | |||||||||
Preferred stock, par value | $0.00 | |||||||||
Preferred stock, shares issued | 600,000 | 0 | 600,000 | |||||||
Preferred stock liquidation preference per share | $1,000 | |||||||||
Preferred stock dividend rate | 3.00% | |||||||||
Number of trading periods | 20 days | |||||||||
Aggregate fair value | 59,000,000 | 0 | 66,200,000 | |||||||
Changes in Fair Value | $7,200,000 | |||||||||
Preferred stock, shares outstanding | 600,000 | 0 | ||||||||
Series B Preferred Stock [Member] | Maximum [Member] | ||||||||||
Capital Stock Distribution [Line Items] | ||||||||||
Common stock, par value | $2.25 | |||||||||
Series B Convertible Preferred Stock [Member] | ||||||||||
Capital Stock Distribution [Line Items] | ||||||||||
Preferred stock, shares outstanding | 600,000 | 0 | ||||||||
Common Stock [Member] | ||||||||||
Capital Stock Distribution [Line Items] | ||||||||||
Issuance of common stock, Shares | 200,000,000 | |||||||||
Common stock, shares outstanding | 202,343,245 | 202,343,245 | 201,842,351 | |||||||
Warrant One [Member] | ||||||||||
Capital Stock Distribution [Line Items] | ||||||||||
Warrants to purchase common stock | 30,700,000 | |||||||||
Warrants to purchase common stock, exercise price | 1.32 | |||||||||
Warrant Two [Member] | ||||||||||
Capital Stock Distribution [Line Items] | ||||||||||
Warrants to purchase common stock | 30,700,000 | |||||||||
Warrants to purchase common stock, exercise price | 1.43 |
Capital_Stock_Schedule_of_Unam
Capital Stock - Schedule of Unamortized Value of Restricted Stock (Detail) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Amortization Expense [Line Items] | ||
Total unamortized value | $848 | $1,200 |
2nd quarter 2015 [Member] | ||
Amortization Expense [Line Items] | ||
Total unamortized value | 130 | |
3rd quarter 2015 [Member] | ||
Amortization Expense [Line Items] | ||
Total unamortized value | 130 | |
4th quarter 2015 [Member] | ||
Amortization Expense [Line Items] | ||
Total unamortized value | 130 | |
1st quarter 2016 [Member] | ||
Amortization Expense [Line Items] | ||
Total unamortized value | 125 | |
2nd quarter 2016 [Member] | ||
Amortization Expense [Line Items] | ||
Total unamortized value | 92 | |
3rd quarter 2016 [Member] | ||
Amortization Expense [Line Items] | ||
Total unamortized value | 92 | |
4th quarter 2016 [Member] | ||
Amortization Expense [Line Items] | ||
Total unamortized value | 92 | |
1st quarter 2017 [Member] | ||
Amortization Expense [Line Items] | ||
Total unamortized value | $57 |
Capital_Stock_Summary_of_Compa
Capital Stock - Summary of Company's Restricted Stock Award Activity (Detail) (Restricted stock award [Member], USD $) | 12 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2014 | Mar. 31, 2015 |
Restricted stock award [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Number of Restricted Stock Awards Outstanding, Beginning balance | 1,842,351 | 2,343,245 |
Number of Restricted Stock Awards Outstanding, Restricted stock awards granted | 500,894 | |
Number of Restricted Stock Awards Outstanding, Ending balance | 2,343,245 | 2,343,245 |
Weighted Average Grant Date Fair Value, Beginning balance | $0.68 | $1.10 |
Weighted Average Grant Date Fair Value, Restricted stock awards granted | $2.66 | |
Weighted Average Grant Date Fair Value, Ending balance | $1.10 | $1.10 |
Aggregate Intrinsic Value, Beginning balance | $1,250 | $2,582 |
Aggregate Intrinsic Value, Restricted stock awards granted | 1,332 | |
Aggregate Intrinsic Value, Ending balance | $2,582 | $2,582 |
Capital_Stock_Schedule_of_Vest
Capital Stock - Schedule of Vesting Shares Subject to Repurchase (Detail) (Restricted shares subject to repurchase [Member]) | Mar. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Amortization Expense [Line Items] | |||
Unvested shares | 562,676 | 1,343,764 | 1,456,987 |
1st quarter 2016 [Member] | |||
Amortization Expense [Line Items] | |||
Unvested shares | 395,717 | ||
1st quarter 2017 [Member] | |||
Amortization Expense [Line Items] | |||
Unvested shares | 166,959 |
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, 2015 | Dec. 31, 2014 | |
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 | 1,343,764 | 1,456,987 |
Shares issued subject to vesting during the period | 500,894 | |
Shares vested during the period | -781,088 | -614,117 |
Number of Restricted Stock Awards Outstanding, Ending balance | 562,676 | 1,343,764 |
Pending_Litigation_Additional_
Pending Litigation - Additional Information (Detail) | Mar. 31, 2015 |
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, 2015 | Dec. 31, 2014 |
In Millions, unless otherwise specified | ||
WMMRC [Member] | ||
Financial Receivables Impaired Or Restructured [Line Items] | ||
Total net assets | $53.40 | $54.90 |
Net_Income_Loss_Per_Common_Sha2
Net Income (Loss) Per Common Share - Additional Information (Detail) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | |
Earnings Per Share [Abstract] | |||
Dilutive effects from equity instruments | 0 | 0 | 0 |
Net_Income_Loss_Per_Common_Sha3
Net Income (Loss) Per Common Share - Calculation of Basic Net Income (Loss) Per Share (Details) (USD $) | 3 Months Ended | 12 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 |
Numerator for basic and diluted net income (loss) per share: | |||
Net income (loss) | $5,501 | ($3,380) | $3,070 |
Preferred deemed dividend | -9,455 | ||
Series B preferred stock dividends | -4,248 | ||
Net income (loss) attributable to common shareholders | $1,253 | ($12,835) | |
Denominator for basic net income (loss) per share: | |||
Weighted-average shares outstanding | 202,343,245 | 201,978,462 | |
Weighted-average unvested restricted shares outstanding | -1,196,680 | -1,504,392 | |
Denominator for basic net income (loss) per share: | 201,146,565 | 200,474,070 | |
Basic net income (loss) per share attributable to common shareholders | $0.01 | ($0.06) |
Net_Income_Loss_Per_Common_Sha4
Net Income (Loss) Per Common Share - Calculation of Diluted Net Income (Loss) Per Share (Details) (USD $) | 3 Months Ended | 12 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 |
Numerator for basic and diluted net income (loss) per share: | |||
Net income (loss) | $5,501 | ($3,380) | $3,070 |
Preferred deemed dividend | -9,455 | ||
Series B preferred stock dividends | -4,248 | ||
Net income (loss) attributable to common shareholders | $1,253 | ($12,835) | |
Denominator for diluted net income (loss) per share: | |||
Weighted-average shares outstanding | 202,343,245 | 201,978,462 | |
Weighted-average unvested restricted shares outstanding | -1,196,680 | -1,504,392 | |
Effect of dilutive potential shares | 301,292,296 | ||
Denominator for diluted net income (loss) per share: | 502,438,861 | 200,474,070 | |
Diluted net income (loss) per share attributable to common shareholders | $0 | ($0.06) |
Net_Income_Loss_Per_Common_Sha5
Net Income (Loss) Per Common Share - Calculation of Diluted Net Income (Loss) Per Share (Parenthetical) (Detail) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | |
Earnings Per Share [Abstract] | |||
Dilutive effects from equity instruments | 0 | 0 | 0 |
Fair_Value_Measurement_Summary
Fair Value Measurement - Summary of Fair Value Measured on Recurring Basis (Detail) (USD $) | Mar. 31, 2015 |
In Thousands, unless otherwise specified | |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |
Derivative liability - embedded conversion feature | $58,967 |
Level 3 | |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |
Derivative liability - embedded conversion feature | $58,967 |
Fair_Value_Measurement_Summary1
Fair Value Measurement - Summary of Change in Level 3 Liability Measured at Fair Value on Recurring Basis (Detail) (USD $) | 3 Months Ended |
In Thousands, unless otherwise specified | Mar. 31, 2015 |
Fair Value Disclosures [Abstract] | |
Issuance during 2015 | $66,227 |
Unrealized gain on change in fair value | -7,260 |
Balance, March 31, 2015 | $58,967 |
Fair_Value_Measurement_Additio
Fair Value Measurement - Additional Information (Detail) (USD $) | 3 Months Ended | 12 Months Ended | 0 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | Jan. 05, 2015 | |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||||
Preferred stock liquidation preference per share | $10 | |||
Preferred stock dividend rate | 3.00% | |||
Common stock, par value | $0.00 | $0.00 | ||
Net income (loss) | $5,501,000 | ($3,380,000) | $3,070,000 | |
Minimum [Member] | ||||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||||
Percentage of closing stock price | 10.00% | |||
Estimated net income | 37,200,000 | |||
Maximum [Member] | ||||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||||
Percentage of closing stock price | 10.00% | |||
Estimated net income | 37,100,000 | |||
Initial Conversion Price | ||||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||||
Common stock, par value | $2.25 | |||
Floor Price | ||||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||||
Common stock, par value | $1.75 | |||
Volatility Assumption [Member] | Minimum [Member] | ||||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||||
Percentage of closing stock price | 10.00% | |||
Estimated net income | 11,300,000 | |||
Volatility Assumption [Member] | Maximum [Member] | ||||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||||
Percentage of closing stock price | 10.00% | |||
Estimated net income | 11,500,000 | |||
Transaction Occurring Assumption [Member] | Minimum [Member] | ||||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||||
Percentage of closing stock price | 10.00% | |||
Estimated net income | 6,600,000 | |||
Transaction Occurring Assumption [Member] | Maximum [Member] | ||||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||||
Percentage of closing stock price | 10.00% | |||
Estimated net income | 6,600,000 | |||
Series B Preferred Stock [Member] | ||||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||||
Capital | $600,000,000 | |||
Convertible preferred stock, shares issued | 600,000 | 0 | 600,000 | |
Preferred stock liquidation preference per share | $1,000 | |||
Preferred stock dividend rate | 3.00% | |||
Common stock, par value | $1.75 | |||
Series B Preferred Stock [Member] | Maximum [Member] | ||||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||||
Common stock, par value | $2.25 |
Subsequent_Events_Additional_I
Subsequent Events - Additional Information (Detail) (USD $) | 0 Months Ended | ||||
Apr. 28, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Apr. 15, 2014 | Apr. 30, 2015 | |
Subsequent Event [Line Items] | |||||
Restricted cash received from WMMRC | $599,588,000 | $2,447,000 | |||
Notes payable b principal | 29,838,000 | 31,220,000 | |||
Common stock, par value | $0.00 | $0.00 | |||
Preferred stock, par value | $0.00 | $0.00 | |||
First Lien Runoff Notes [Member] | |||||
Subsequent Event [Line Items] | |||||
Repayment of notes payable-principal | 665,000 | ||||
Repayment of notes payable-interest | 11,000 | ||||
Second Lien Runoff Notes [Member] | |||||
Subsequent Event [Line Items] | |||||
Issued aggregate principal amount | 9,000,000 | ||||
Interest rate | 13.00% | ||||
Subsequent Event [Member] | |||||
Subsequent Event [Line Items] | |||||
Aggregate intrinsic value for restricted shares issued to members by board of directors | 700,000 | ||||
Common stock, par value | $0.00 | ||||
Preferred stock, par value | $0.00 | ||||
Subsequent Event [Member] | Minimum [Member] | |||||
Subsequent Event [Line Items] | |||||
Number of member of board of directors | 7 | ||||
Subsequent Event [Member] | Maximum [Member] | |||||
Subsequent Event [Line Items] | |||||
Number of member of board of directors | 11 | ||||
Subsequent Event [Member] | Maximum [Member] | Common Stock [Member] | |||||
Subsequent Event [Line Items] | |||||
Number of shares authorized to issue | 3,500,000,000 | ||||
Subsequent Event [Member] | Maximum [Member] | Preferred Stock [Member] | |||||
Subsequent Event [Line Items] | |||||
Number of shares authorized to issue | 10,000,000 | ||||
Subsequent Event [Member] | Second Lien Runoff Notes [Member] | |||||
Subsequent Event [Line Items] | |||||
Notes payable b principal | 29,200,000 | ||||
WMMRC [Member] | |||||
Subsequent Event [Line Items] | |||||
Restricted cash received from WMMRC | $3,100,000 |