Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2017 | May 01, 2017 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | WMIH | |
Entity Registrant Name | WMIH CORP. | |
Entity Central Index Key | 933,136 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 206,380,800 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 | ||
Investments held in trust: | ||||
Fixed-maturity securities | $ 49,280 | $ 76,831 | ||
Cash equivalents held in trust | 3,205 | 2,176 | [1] | |
Total investments held in trust | 30,363 | 31,382 | [1] | |
Cash and cash equivalents | 21,728 | 2,491 | [1] | |
Restricted cash | 573,942 | 573,347 | [1] | |
Derivative asset - embedded conversion feature | 98,680 | 80,651 | [1] | |
Accrued investment income | 215 | 187 | [1] | |
Other assets | 581 | 507 | [1] | |
Total assets | 747,631 | 736,190 | [1] | |
Liabilities: | ||||
Notes payable - principal | 18,423 | 18,774 | [1] | |
Notes payable - interest | 200 | 203 | [1] | |
Losses and loss adjustment reserves | 623 | 811 | [1] | |
Losses payable | [1] | 53 | ||
Unearned premiums | 45 | 270 | [1] | |
Accrued ceding commissions | 16 | 22 | [1] | |
Loss contract reserve | 4,729 | 5,645 | [1] | |
Other liabilities | 13,817 | 14,063 | [1] | |
Total liabilities | 37,853 | 39,841 | [1] | |
Commitments and contingencies | [1] | |||
Redeemable convertible series B preferred stock, $0.00001 par value; 600,000 shares issued and outstanding as of March 31, 2017 and December 31, 2016; aggregate liquidation preference of $600,000,000 as of March 31, 2017 and December 31, 2016 | 502,213 | 502,213 | [1] | |
Stockholders’ equity: | ||||
Common stock, $0.00001 par value; 3,500,000,000 authorized; 206,380,800 shares issued and outstanding as of March 31, 2017 and December 31, 2016 | 2 | 2 | [1] | |
Additional paid-in capital | 108,555 | 108,415 | [1] | |
Accumulated earnings | 99,008 | 85,719 | [1] | |
Total stockholders’ equity | 207,565 | 194,136 | [1] | |
Total liabilities, redeemable convertible preferred stock and stockholders’ equity | 747,631 | 736,190 | [1] | |
Convertible Series A Preferred Stock [Member] | ||||
Stockholders’ equity: | ||||
Convertible preferred stock value | [1] | |||
Fixed-Maturity Securities Held in Trust [Member] | ||||
Investments held in trust: | ||||
Fixed-maturity securities | 27,158 | 29,206 | [1] | |
Unrestricted Fixed-Maturity Securities [Member] | ||||
Investments held in trust: | ||||
Fixed-maturity securities | $ 22,122 | $ 47,625 | [1] | |
[1] | Balances derived from audited financial statements as of December 31, 2016. |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
Convertible preferred stock, par value | $ 0.00001 | |
Common stock, par value | $ 0.00001 | $ 0.00001 |
Common stock, shares authorized | 3,500,000,000 | 3,500,000,000 |
Common stock, shares issued | 206,380,800 | 206,380,800 |
Common stock, shares outstanding | 206,380,800 | 206,380,800 |
Redeemable Convertible Series B Preferred Stock [Member] | ||
Redeemable Convertible preferred stock, par value | $ 0.00001 | $ 0.00001 |
Redeemable Convertible preferred stock, shares issued | 600,000 | 600,000 |
Redeemable Convertible preferred stock, shares outstanding | 600,000 | 600,000 |
Redeemable Convertible preferred stock, liquidation value | $ 600,000,000 | $ 600,000,000 |
Convertible Series A Preferred Stock [Member] | ||
Convertible preferred stock, par value | $ 0.00001 | $ 0.00001 |
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 Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Revenues: | ||
Premiums earned | $ 430 | $ 849 |
Net investment income | 1,180 | 651 |
Total revenues | 1,610 | 1,500 |
Operating expenses: | ||
Losses and loss adjustment expense | 94 | 387 |
Ceding commission expense | 50 | 78 |
General and administrative expense | 2,012 | 2,029 |
Loss contract reserve change | (916) | (1,362) |
Interest expense | 610 | 693 |
Total operating expense | 1,850 | 1,825 |
Net operating (loss) | (240) | (325) |
Other (income): | ||
Unrealized (gain) on change in fair value of derivative embedded conversion feature | (18,029) | (55,875) |
Total other (income) | (18,029) | (55,875) |
Income before income taxes | 17,789 | 55,550 |
Net income | 17,789 | 55,550 |
Redeemable convertible series B preferred stock dividends | (4,500) | (4,500) |
Net income attributable to common and participating stockholders | $ 13,289 | $ 51,050 |
Basic net income per share attributable to common stockholders (Note 12) | $ 0.02 | $ 0.11 |
Shares used in computing basic net income per share | 202,423,969 | 202,058,377 |
Diluted net income per share attributable to common stockholders (Note 12) | $ 0.02 | $ 0.10 |
Shares used in computing diluted net income per share | 213,623,959 | 237,999,718 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Changes in Redeemable Convertible Preferred Stock and Shareholders' Equity (Unaudited) - USD ($) $ in Thousands | Total | Series B Redeemable Convertible Preferred Stock [Member] | Convertible Series A Preferred Stock [Member] | Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated earnings [Member] | |
Beginning Balance at Dec. 31, 2015 | $ 9,778 | $ 2 | $ 107,757 | $ (97,981) | |||
Beginning Balance, Shares at Dec. 31, 2015 | 1,000,000 | 206,168,035 | |||||
Preferred Stock Value, Beginning Balance at Dec. 31, 2015 | $ 502,213 | ||||||
Preferred Stock Beginning Balance, Shares at Dec. 31, 2015 | 600,000 | ||||||
Net income | 201,700 | 201,700 | |||||
Redeemable convertible series B preferred stock dividends | (18,000) | $ (18,000) | (18,000) | ||||
Issuance of common stock under restricted stock compensation arrangement, Shares | 212,765 | ||||||
Equity-based compensation | 658 | 658 | |||||
Ending Balance at Dec. 31, 2016 | 194,136 | [1] | $ 2 | 108,415 | 85,719 | ||
Ending Balance, Shares at Dec. 31, 2016 | 1,000,000 | 206,380,800 | |||||
Preferred Stock Value, Ending Balance at Dec. 31, 2016 | $ 502,213 | ||||||
Preferred Stock Ending Balance ,Shares at Dec. 31, 2016 | 600,000 | ||||||
Net income | 17,789 | 17,789 | |||||
Redeemable convertible series B preferred stock dividends | (4,500) | $ (4,500) | (4,500) | ||||
Equity-based compensation | 140 | 140 | |||||
Ending Balance at Mar. 31, 2017 | $ 207,565 | $ 2 | $ 108,555 | $ 99,008 | |||
Ending Balance, Shares at Mar. 31, 2017 | 1,000,000 | 206,380,800 | |||||
Preferred Stock Value, Ending Balance at Mar. 31, 2017 | $ 502,213 | ||||||
Preferred Stock Ending Balance ,Shares at Mar. 31, 2017 | 600,000 | ||||||
[1] | Balances derived from audited financial statements as of December 31, 2016. |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | ||
Cash flows from operating activities: | |||
Net income | $ 17,789 | $ 55,550 | |
Adjustments to reconcile net income to net cash (used in) operating activities: | |||
Amortization of premium or discount on fixed maturity securities | 31 | 122 | |
Net realized loss on sale of investments | 2 | 4 | |
Unrealized gain on trading securities | (21) | (131) | |
Unrealized (gain) on change in fair value of derivative embedded conversion feature | (18,029) | (55,875) | |
Equity-based compensation | 140 | 164 | |
Changes in assets and liabilities: | |||
Accrued investment income | (28) | (31) | |
Other assets | (74) | (6) | |
Cash equivalents held in trust | (1,029) | 1,611 | |
Restricted cash | (595) | (299) | |
Losses and loss adjustment reserves | (188) | (2,793) | |
Losses payable | (53) | (197) | |
Unearned premiums | (225) | (251) | |
Accrued ceding commission expense | (6) | (5) | |
Accrued interest on notes payable | (3) | (14) | |
Loss contract reserve | (916) | (1,362) | |
Other liabilities | (246) | (367) | |
Total adjustments | (21,240) | (59,430) | |
Net cash used in operating activities | (3,451) | (3,880) | |
Cash flows from investing activities: | |||
Purchase of investments | (19,974) | (9,989) | |
Proceeds from sales and maturities of investments | 47,513 | 10,923 | |
Net cash provided by investing activities | 27,539 | 934 | |
Cash flows from financing activities: | |||
Redeemable convertible series B preferred stock dividends | (4,500) | (4,500) | |
Notes payable – principal repayments | (351) | (1,293) | |
Net cash used in financing activities | (4,851) | (5,793) | |
Increase (decrease) in cash and cash equivalents | 19,237 | (8,739) | |
Cash and cash equivalents, beginning of period | 2,491 | [1] | 9,924 |
Cash and cash equivalents, end of period | 21,728 | 1,185 | |
Supplementary disclosure of cash flow information: | |||
Cash paid during the period, Interest | $ 610 | $ 707 | |
[1] | Balances derived from audited financial statements as of December 31, 2016. |
The Company and its Subsidiarie
The Company and its Subsidiaries | 3 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
The Company and its Subsidiaries | Note 1: The Company and its Subsidiaries WMIH Corp. WMIH Corp. (“WMIH”) is a corporation duly organized and existing under the laws of the State of Delaware. On May 11, 2015, WMIH merged with its parent corporation, WMI Holdings Corp., a Washington corporation (“WMIHC”), with WMIH as the surviving corporation in the merger (the “Merger”). The Merger occurred as part of the reincorporation of WMIHC from the State of Washington to the State of Delaware effective May 11, 2015 (the “Reincorporation Date”). WMIH, formerly known as WMIHC and Washington Mutual, Inc. (“WMI”), is the direct parent of WM Mortgage Reinsurance Company, Inc., a Hawaii corporation (“WMMRC”), and WMI Investment Corp., a Delaware corporation (“WMIIC”). Since the emergence from bankruptcy on March 19, 2012, our business activities consist of operating WMMRC’s legacy reinsurance business in runoff mode. In addition, we are actively seeking acquisition opportunities across a broad array of industries with a specific focus in the financial services industry, including targets with consumer finance, specialty finance, leasing and insurance operations. As of March 31, 2017, WMIH was authorized to issue up to 3,500,000,000 shares of common stock, and up to 10,000,000 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, 2017 and December 31, 2016, 206,380,800 shares of WMIH’s common stock were issued and outstanding. As of March 31, 2017 and December 31, 2016, 1,000,000 shares of WMIH’s Series A Convertible Preferred Stock (the “Series A Preferred Stock”) were issued and outstanding. As of March 31, 2017 and December 31, 2016, 600,000 shares of WMIH’s 3% Series B Convertible Preferred Stock (the “Series B Preferred Stock”) were issued and outstanding. WMMRC WMMRC is a wholly-owned subsidiary of WMIH. 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 Division 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’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. The reinsurance agreements with Triad, PMI and UGRIC were commuted on August 31, 2009, October 2, 2012 and April 3, 2014, respectively, and the related trust assets were distributed in accordance with the commutation agreements. As a result, WMMRC’s current continuing operations consist solely of the runoff of coverage associated with mortgages placed with the following four remaining carriers, GMIC, MGIC, Radian and RMIC. WMIIC WMIIC does not currently have any operations and is fully eliminated upon consolidation. |
Significant Accounting Policies
Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Note 2: Significant Accounting Policies Basis of Presentation WMIH resumed timely filing of all periodic reports for a reporting company under the Exchange Act for all periods after emergence from bankruptcy on March 19, 2012 (the “Effective Date”). 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, 2016, 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 audited consolidated financial statements and notes thereto filed in the Company’s Annual Report on Form 10-K, filed with the SEC on March 14, 2017. Interim information presented in the unaudited condensed consolidated financial statements has been prepared by management. In the opinion of management, the financial statements include all adjustments necessary for a fair presentation and that all such adjustments are of a normal, recurring nature and necessary for the fair statement of the financial position, results of operations and cash flows for the periods presented in accordance with GAAP. The results of operations for the three months ended March 31, 2017 are not necessarily indicative of the results to be expected for the full year ending December 31, 2017. 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, other assets and liabilities, 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 condensed consolidated 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 approximate their respective fair values because of their short-term nature. The carrying value of the loss contract reserve approximates its fair value and is based on valuation methodologies using discounted cash flows at interest rates which approximate the Company’s weighted-average cost of capital. The carrying value of the d erivative embedded conversion feature is adjusted to its fair value as determined using Level 3 inputs described below under fair value measurement. The carrying value of notes payable approximates fair value based on time to maturity, underlying collateral, and prevailing interest rates. Fair Value Measurement The Company’s estimates of fair value for financial assets and financial liabilities are based on the framework established in the Financial Accounting Standards Board 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 prices in active markets when available (Level 1). The Company receives the quoted prices from a third party, nationally recognized pricing service. When quoted 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 sponsored agencies 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 condensed consolidated statement of operations. Investments Held in Trust Investments held in trust consist of cash equivalents, which include highly liquid overnight money market instruments, and fixed-maturity securities which are held in trust for the benefit of the primary insurers, as more fully described in Note 3: Insurance Activity and Note 4: Investment Securities, and 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 on distribution from multiple sources, including the primary insurers who have approval control of distributions from the trust, the Insurance Division of the State of Hawaii who has approval authority over 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 post 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 $45 thousand and $0.3 million as of March 31, 2017 and December 31, 2016, 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, excluding intercompany charges, exceed expected future unearned premiums and anticipated investment income. Premium deficiency reserves have been recorded totaling $0.4 million and $0.3 million as of March 31, 2017 and December 31, 2016, respectively. Due to the runoff nature of the WMMRC business, the intercompany maintenance costs were excluded from the computation of premium deficiencies during the current period and will also be excluded during future periods. 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 Investments Held in Trust, the Company considers all amounts that are invested in highly liquid overnight money market instruments to be cash equivalents. The Federal Deposit Insurance Corporation (“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 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 Reserves The losses and loss adjustment reserves include 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 based its estimates primarily on the ceded loss and loss adjustment reserves as provided by the primary mortgage guaranty carriers. WMMRC has recorded reserves at the ceded case reserves and IBNR levels established and reported by the primary mortgage guaranty carriers as of March 31, 2017 and December 31, 2016, 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, than 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 Reserve A loss contract 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 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 obligation under the contract exceed the economic benefits expected to be received under it.” The value of this reserve is analyzed quarterly and is adjusted accordingly. The adjustment (if any) to the reserve produces an expense or contra-expense in the condensed consolidated statements of operations. Derivative Embedded Conversion Feature The Company has recorded a derivative embedded conversion feature of the Series B Preferred Stock which is adjusted to its fair value as determined using Level 3 inputs described above under Fair Value Measurement. The change in fair value of the derivative embedded conversion feature is calculated at each reporting date and recorded as other income or other expense on the condensed consolidated statement of operations. Other liabilities At March 31, 2017, the total balance of $13.8 million of other liabilities is comprised of $12.3 million of accrued fees relating to the Series B Preferred Stock offering, an accrual for professional fees and recurring business expenses currently payable of approximately $0.8 million and $0.7 million of accrued dividends relating to the Series B Preferred Stock. The accrued fees would be paid in the event of a Qualified Acquisition, as more fully described in Note 6: Service Agreements and Related Party Transactions. Comprehensive Income The Company has no comprehensive income other than the net income disclosed in the condensed consolidated statement of operations. Net Income Per Common Share In calculating earnings per share, the Company follows the two-class method, which distinguishes between the classes of securities based on the proportionate participation rights of each security type in the Company's undistributed income. The Series A Preferred Stock and the Series B Preferred Stock are treated as one class for purposes of applying the two-class method, because they have substantially equal rights and share equally on an as converted basis with respect to income available to WMIH common stockholders. Basic net income per WMIH common share is computed by dividing net income attributable to WMIH’s common stockholders 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. Basic net income attributable to common stockholders is computed by deducting preferred dividends and the basic calculation of undistributed earnings attributable to participating securities from net income. Diluted net income per WMIH common share is computed by dividing net income attributable to WMIH’s common stockholders 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 adding any potentially dilutive WMIH common stock equivalents outstanding during the period. Diluted net income attributable to common stockholders is computed by deducting preferred dividends and the diluted calculation of undistributed earnings attributable to participating securities from net income. If common stock equivalents exist, in periods where there is a net loss, diluted net loss per common share would be equal to or less than basic net loss per common share, since the effect of including any common stock equivalents would be antidilutive. Equity-Based Compensation On May 22, 2012, WMIH’s Board of Directors (the “Board” or “Board of Directors”) approved the Company’s 2012 Long-Term Incentive Plan (the “2012 Plan”) so that awards of restricted stock could be made to its non-employee directors and to have a plan in place for awards of equity based compensation to executives and others in connection with the Company’s operations and future strategic plans. A total of 2.0 million shares of WMIH’s 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 WMIH’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 the terms of the 2012 Plan were modified to permit such an increase through action of the Board, except when stockholder approval is necessary to comply with any applicable law, regulation or rule of any stock exchange on which WMIH’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 WMIH’s common stock, subject to approval of stockholders of WMIH. This approval was received at the Company’s Annual Meeting of Stockholders on April 28, 2015. The 2012 Plan provides for the granting of restricted shares and other cash and share based awards. The value of restricted stock is generally 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 (“NOL”) carry-forwards available to be utilized currently. Dividend Policy WMIH 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. WMIH has declared and paid $4.5 million and $18.0 million of dividends on its Series B Preferred Stock for the three months ended March 31, 2017 and the year ended December 31, 2016, respectively. Additionally, WMIH has accrued unpaid and undeclared dividends of $0.7 million, based on the Series B Preferred Stock 3% interest rate, as of both March 31, 2017 and December 31, 2016. New Accounting Pronouncements On March 30, 2017, the Financial Accounting Standards Board issued Accounting Standards update 2017-08 — Receivables – Nonrefundable Fees and Other Costs ( Subtopic 310-20 The Company has reviewed this standard and determined that it is not expected to have a material impact on the Company’s consolidated financial position, results of operations or disclosure requirements. |
Insurance Activity
Insurance Activity | 3 Months Ended |
Mar. 31, 2017 | |
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% quota share basis. Pursuant to the excess of loss reinsurance treaties, WMMRC reinsures a second loss layer which ranges from 5% to 10% of the risk in force in excess of the primary mortgage insurer’s first loss percentage which range from 4% to 5%. 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%. 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 years and is subject to claims for up to ten 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 insurance companies. Premiums assumed and earned are as follows for the periods ended March 31, 2017 and 2016, respectively: Three months ended March 31, 2017 Three months ended March 31, 2016 Premiums assumed $ 205 $ 598 Change in unearned premiums 225 251 Premiums earned $ 430 $ 849 The components of the liability for losses and loss adjustment reserves are as follows as of March 31, 2017 and December 31, 2016, respectively: March 31, 2017 December 31, 2016 Case-basis reserves $ 202 $ 553 Premium deficiency reserves 421 258 Total losses and loss adjustment reserves $ 623 $ 811 Losses and loss adjustment reserve activity are as follows for the three months ended March 31, 2017 and the year ended December 31, 2016, respectively: Three months ended March 31, 2017 Year ended December 31, 2016 Balance at beginning of period $ 811 $ 5,063 Released - prior periods 94 (669 ) Paid or terminated - prior periods (282 ) (3,583 ) Total losses and loss adjustment reserves $ 623 $ 811 The loss contract reserve balance is analyzed and adjusted quarterly. The balance in the reserve was $4.7 million and $5.6 million at March 31, 2017 and December 31, 2016, respectively. The value of this reserve decreased by $0.9 million during the three months ended March 31, 2017 and decreased by $1.3 million during the three months ended March 31, 2016. In periods during which a reduction in the loss contract reserve occurs, a corresponding decrease in expense is reflected in the condensed consolidated statement of operations for the respective period. |
Investment Securities
Investment Securities | 3 Months Ended |
Mar. 31, 2017 | |
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, 2017, are as follows: March 31, 2017 Class of securities: Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value U.S. government treasury securities $ 249 $ — $ — $ 249 Obligations of U.S. government sponsored enterprises 34,469 1 (54 ) 34,416 Corporate debt securities 9,851 7 (10 ) 9,848 Foreign corporate debt securities 4,770 2 (5 ) 4,767 Total fixed-maturity securities 49,339 10 (69 ) 49,280 Less total unrestricted fixed-maturity securities 22,128 — (6 ) 22,122 Total fixed-maturity securities held in trust $ 27,211 $ 10 $ (63 ) $ 27,158 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, 2016, are as follows: December 31, 2016 Class of securities: Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value U.S. government treasury securities $ 249 $ — $ — $ 249 Obligations of U.S. government sponsored enterprises 59,450 1 (80 ) 59,371 Corporate debt securities 11,415 9 (9 ) 11,415 Foreign corporate debt securities 5,798 5 (7 ) 5,796 Total fixed-maturity securities 76,912 15 (96 ) 76,831 Less total unrestricted fixed-maturity securities 47,635 — (10 ) 47,625 Total fixed-maturity securities held in trust $ 29,277 $ 15 $ (86 ) $ 29,206 Amortized cost and estimated fair value of fixed-maturity securities at March 31, 2017 by contractual maturity are as follows: Amortized Cost Estimated Fair Value Maturity in: 2017 $ 30,994 $ 30,991 2018 15,319 15,281 2019 3,026 3,008 Total fixed-maturity securities $ 49,339 $ 49,280 Actual maturities may differ from contractual maturities because certain borrowers have the right to call or prepay obligations with or without call or prepayment penalties. Net investment income for the three months ended March 31, 2017 and 2016, respectively, is summarized as follows: Three months ended March 31, 2017 Three months ended March 31, 2016 Investment income: Amortization of premium or discount on fixed-maturity securities $ (31 ) $ (122 ) Investment income on fixed-maturity securities 178 318 Interest income on cash and cash equivalents 1,014 328 Realized net loss from sale of investments (2 ) (4 ) Unrealized gain on trading securities held at period end 21 131 Net investment income $ 1,180 $ 651 The following table shows how the Company’s investments are categorized in accordance with fair value measurement, as of March 31, 2017: March 31, 2017 Level 1 Level 2 Level 3 Total Class of securities: U.S. government treasury securities $ 249 $ — $ — $ 249 Obligations of U.S. government sponsored enterprises 24,497 9,919 — 34,416 Corporate debt securities 6,489 3,359 — 9,848 Foreign corporate debt securities 4,767 — — 4,767 Total fixed-maturity securities 36,002 13,278 — 49,280 Money market funds 24,437 — — 24,437 Total $ 60,439 $ 13,278 $ — $ 73,717 The following table shows how the Company’s investments are categorized in accordance with fair value measurement, as of December 31, 2016: December 31, 2016 Level 1 Level 2 Level 3 Total Class of securities: U.S. government treasury securities $ 249 $ — $ — $ 249 Obligations of U.S. government sponsored enterprises 47,489 11,882 — 59,371 Corporate debt securities 7,033 4,382 — 11,415 Foreign corporate debt securities 5,796 — — 5,796 Total fixed-maturity securities 60,567 16,264 — 76,831 Money market funds 4,548 — — 4,548 Total $ 65,115 $ 16,264 $ — $ 81,379 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, 2017 and the year ended December 31, 2016, $1.0 million and $11.0 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, 2017 to March 31, 2017 January 1, 2016 to December 31, 2016 Transfers Transfers Transfers Transfers Class of securities: Corporate debt securities $ — $ 1,000 $ — $ 5,737 Foreign corporate debt securities — — — 5,295 Total transfers $ — $ 1,000 $ — $ 11,032 |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 5: Income Taxes For the three months ended March 31, 2017, the Company recorded net income attributable to common and participating stockholders of approximately $13.3 million. Despite recognizing book net income in the three months ended March 31, 2017, the company projects tax losses for the year ending December 31, 2017. Due to this projected tax loss and the existence of NOL 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, 2017. The Company recorded no income tax expense or benefit for the year ended December 31, 2016 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% to taxable income, in accordance with the provisions of the Internal Revenue Code of 1986, as amended (the “Code”) that apply to property and casualty insurance companies. WMIH, 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 WMIH during the three months ended March 31, 2017 or the year ended December 31, 2016 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, derivate instruments, net operating losses and unrealized gains and losses on investments. As of March 31, 2017 and December 31, 2016, the Company recorded a valuation allowance equal to 100% 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, WMIH 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 (“Section 382”), and based on the Company’s analysis, we believe that the Company experienced an “ownership change” (generally defined as a greater than 50% 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, 2016 was approximately $6.0 billion. At March 31, 2017, 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. (See Part I-Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2016). The Company accounts for uncertain tax positions in accordance with the income tax 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 three months ended March 31, 2017 or for the year ended December 31, 2016. |
Service Agreements and Related
Service Agreements and Related Party Transactions | 3 Months Ended |
Mar. 31, 2017 | |
Related Party Transactions [Abstract] | |
Service Agreements and Related Party Transactions | Note 6: Service Agreements and Related Party Transactions WMMRC has engaged a Hawaii-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. WMIH 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, the Insurance Division of the State of Hawaii. Total amounts incurred under these agreements totaled $0.3 million and $0.3 million for the three months ended March 31, 2017 and 2016, respectively. The expense and related income eliminate on consolidation. These agreements are described below. Under the terms of such Investment Management Agreement, WMIH 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. WMIH 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, WMIH receives from WMMRC a fee of $110 thousand per month. WMIH 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, WMIH 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 basic infrastructure and support services to facilitate the Company’s operations. The TSA, as amended, extends the term of the agreement through July 31, 2017, 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 Company’s Seventh Amended Joint Plan of Affiliated Debtors Pursuant to Chapter 11 of the United States Bankruptcy Code (as modified, 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 WMIH’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 WMIH’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 WMIH’s common stock) were not issued. In addition, as a result of making the aforementioned election, such holders conveyed to WMIH, and WMIH retained an economic interest in Litigation Proceeds, if any, recovered by the Trust in connection with certain litigation brought by the Trust as contemplated by the Plan. Distributions, if any, to WMIH on account of the foregoing will be effected in accordance with the Plan and the court order confirming the Plan. 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 alleged, 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 settlement of the D&O Litigation, during the year ended December 31, 2015, 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), such insurance carriers agreed to pay the Trust $37.0 million, of which $3.0 million would be placed into a segregated reserve account (the “RSA Reserve”) to be administered by a third party pursuant to the terms of a Reserve Settlement Agreement (the “RSA”). During the years ended December 31, 2016 and 2015, WMIH had other income of $123 thousand and $7.8 million, respectively, as a result of its receipt of net Litigation Proceeds related to the D&O Litigation. As of March 31, 2017, $2.0 million remained in the RSA Reserve. Under the RSA, funds are released from the RSA Reserve to the Trust if and when certain designated conditions are satisfied. If and when these funds are released to the Trust, and to the extent WMIH is entitled to receive such funds in accordance with the Plan, it is anticipated the Trust will make payments to WMIH in an amount equal to WMIH’s share of Litigation Proceeds as provided under the Plan. Due to the contingent nature of future distributions from the RSA Reserve, there can be no assurance that WMIH will receive any distributions from the remaining balance in the RSA Reserve in the future. As of March 31, 2017, WMIH has not received any Litigation Proceeds, other than as described above. In preparation for the offering of the Series B Preferred Stock, WMIH engaged KKR Capital Markets LLC (“KCM”), an affiliate of KKR & Co. L.P., to act as a joint book-running manager for the Series B Preferred Stock offering. KCM also acted as an initial purchaser of the Series B Preferred Stock. During the year ended December 31, 2015, as a result of satisfying a post-closing covenant to reincorporate in the State of Delaware within 180 days following the closing of the Series B Preferred Stock offering, we paid $8.25 million to KCM. Upon consummation of a “Qualified Acquisition” (as such term is defined in Article VI of WMIH’s Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”)), we will pay KCM an additional fee (the “KCM Deferred Fee”) of $8.25 million. We have recorded the KCM Deferred Fee in “other liabilities” on our condensed consolidated balance sheet and this amount was included in “accrued fees relating to Series B Preferred Stock issuance” on our condensed consolidated statements of cash flows. |
Notes Payable
Notes Payable | 3 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
Notes Payable | Note 7: Notes Payable On the Effective Date, WMIH 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 WMIH and Wilmington Trust, National Association, as Trustee. Additionally, WMIH 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 WMIH and Law Debenture Trust Company of New York, as Trustee. On January 5, 2017, The Law Debenture Trust Company of New York notified WMIH that it had completed the transfer of substantially all of its corporate trust business to Delaware Trust Company, and that Delaware Trust Company had become the successor trustee under the Second Lien Indenture. 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 WMIH is required to deposit distributions it receives of Runoff Proceeds (as defined in the Indentures) (the “Collateral Account”). WMIH 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 WMIH 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 WMIH except for certain actions for specific performance, and 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 WMIH 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 and Second Lien Notes, WMIH elected, consistent with the terms of the Indentures, to issue payment-in-kind notes (“PIK Notes” as defined in the Indentures) in lieu of making such interest payments in cash when no cash was available. The aggregate face amount of PIK Notes issued as of March 31, 2017 and December 31, 2016 totaled approximately $19.4 million at the end of both periods. Second Lien Note principal outstanding totaled approximately $18.4 million and $18.8 million as of March 31, 2017 and December 31, 2016, respectively. Approximately $0.4 million of Second Lien Note principal was paid during the three months ended March 31, 2017, and $2.9 million of Second Lien Note principal was paid during the year ended December 31, 2016. Interest on Second Lien Notes paid in cash totaled approximately $0.6 million and $0.7 million during the three months ended March 31, 2017 and 2016, respectively. As of March 31, 2017 and December 31, 2016, respectively, the Collateral Account contained less than $1.0 thousand and $0.4 million of cash received from WMMRC which was or will be ultimately used for future administrative expenses and interest and principal payments on the Runoff Notes. |
Financing Arrangements
Financing Arrangements | 3 Months Ended |
Mar. 31, 2017 | |
Condensed Financial Information Of Parent Company Only Disclosure [Abstract] | |
Financing Arrangements | Note 8: Financing Arrangements As of March 31, 2017 and December 31, 2016, the Company had no debt financing arrangements in place other than the Second Lien Notes which are described in Note 7: Notes Payable. |
Capital Stock and Derivative In
Capital Stock and Derivative Instruments | 3 Months Ended |
Mar. 31, 2017 | |
Equity [Abstract] | |
Capital Stock and Derivative Instruments | Note 9: Capital Stock and Derivative Instruments 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 was authorized to issue up to 500,000,000 shares of common stock and up to 5,000,000 shares of blank check preferred stock, in one or more series, 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 United States Bankruptcy Code on the Effective Date. On the Reincorporation Date all shares of common and preferred equity securities previously issued by WMIHC automatically were converted into one share of the substantially similar common stock, Series A Preferred Stock or Series B Preferred Stock, as applicable, of WMIH. At the same time, each outstanding option, right or warrant to acquire shares of WMIH’s common stock was converted into an option, right or warrant to acquire an equal number of shares of WMIH’s common stock under the same terms and conditions as the original options, rights or warrants. As of the Reincorporation Date, and pursuant to the Certificate of Incorporation, WMIH is authorized to issue up to 3,500,000,000 shares of common stock and up to 10,000,000 shares of blank check preferred stock, in one or more series, each with a par value of $0.00001 per share. All of the terms of the agreements described below and attributed to WMIH are also attributable to WMIHC relative to the various agreements and instruments prior to the Reincorporation Date. The references to WMIH are based on the date this Form 10-Q has been filed. The references would have been to WMIHC prior to the Reincorporation Date. On January 30, 2014, WMIH entered into (i) an investment agreement, dated as of January 30, 2014 (the “Investment Agreement”), with KKR Fund Holdings L.P. (“KKR Fund”) and, for limited purposes, KKR Management Holdings L.P., and (ii) an investor rights agreement, dated as of January 30, 2014 (the “Investor Rights Agreement”), with KKR Fund. On January 30, 2014, pursuant to the Investment Agreement, WMIH issued 1,000,000 shares of its Series A Preferred Stock having the terms, rights, obligations and preferences contained in the Articles of Amendment of WMIH dated January 30, 2014 for a purchase price equal to $11.1 million and has issued to KKR Fund warrants to purchase, in the aggregate, 61.4 million shares of WMIH’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 WMIH’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 WMIH. The Series A Preferred Stock is convertible at a conversion price of $1.10 per share into shares of common stock of WMIH 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 “accounting standards codification topic 470, Debt” a preferred deemed dividend of $9.5 million was recorded in conjunction with the issuance of the Series A Preferred Stock. This preferred deemed dividend resulted in an increase to our accumulated deficit, and 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 WMIH), the Series A Holders will have the right to appoint two of the nine directors that currently comprise the Board. In accordance with the Investor Rights Agreement, except for the issuance of WMIH’s 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 WMIH or its subsidiaries without WMIH’s prior written consent, subject to certain exceptions. 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 WMIH’s common stock (and WMIH’s common stock underlying the Series A Preferred Stock and the Warrants), subject to certain minimum thresholds, customary blackout periods and lockups of 180 days. On July 1, 2015, WMIH filed a shelf registration statement (the “Initial Registration Statement”) covering resales of Series B Preferred Stock and WMIH’s common stock issuable upon mandatory conversion of the Series B Preferred Stock. On November 23, 2015, WMIH amended the Initial Registration Statement to cover WMIH’s common stock issuable upon conversion of the Series A Preferred Stock and shares of WMIH’s common stock issuable upon exercise of warrants issued in connection with the issuance of our Series A Preferred Stock currently outstanding (as amended, the “Registration Statement”). The Registration Statement was declared effective under the Securities Act on November 25, 2015. For as long as the Series A Holders beneficially own any shares of common stock of WMIH or Series A Preferred Stock or any of the Warrants, WMIH 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 WMIH’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 WMIH dated January 30, 2014, 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 the Certificate of Incorporation, which was filed with the SEC as Exhibit 3.1 on Form 8-K12G3 on May 13, 2015, 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, WMIH, in connection with an offering of 600,000 shares of its 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% Series B Convertible 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 to a Form 8-K on January 5, 2015, respectively, and incorporated by reference herein , and the Certificate of Incorporation, which was filed with the SEC as Exhibit 3.1 on Form 8-K12G3 on May 13, 2015, and incorporated by reference 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 WMIH, Citigroup Global Markets Inc. (“Citi”) and KCM (KCM and Citi together, the “Initial Purchasers”), WMIH entered into a Registration Rights Agreement with the Initial Purchasers (the “Registration Rights Agreement”), pursuant to which WMIH has agreed that, subject to certain conditions, WMIH will use its reasonable efforts to (i) file a shelf registration statement covering resales of WMIH’s common stock issuable upon mandatory conversion of the Series B Preferred Stock 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 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. On July 1, 2015, WMIH filed the Initial Registration Statement covering resales of Series B Preferred Stock and shares of WMIH’s common stock issuable upon mandatory conversion of the Series B Preferred Stock. On November 23, 2015, WMIH amended the Initial Registration Statement to cover WMIH’s common stock issuable upon conversion of the Series A Preferred Stock and shares of WMIH’s common stock issuable upon exercise of warrants issued in connection with the issuance of our Series A Preferred Stock currently outstanding. The R 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, WMIH entered into an Escrow Agreement (the “Escrow Agreement”) with Citibank, N.A., as Escrow Agent (the “Escrow Agent”), pursuant to which WMIH caused to be deposited with the Escrow Agent the amount of $598.5 million, 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 have been, and will be, released from escrow from time to time to WMIH as instructed by WMIH in amounts necessary to (i) pay certain fees related to the offering that may become payable to the Initial Purchasers, (ii) finance WMIH’s efforts to explore and/or fund, in whole or in part, acquisitions, whether completed or not, including reasonable attorney fees and expenses related thereto, 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 WMIH upon consummation of a Qualified Acquisition (as defined in Article VI of the Certificate of Incorporation). If a Qualified Acquisition is not consummated by January 5, 2018, and no Acquisitions (as defined in Article VI of the Certificate of Incorporation) have been consummated such that all of the Series B Preferred Stock remains outstanding and has not been converted to WMIH’s common stock, the outstanding Series B Preferred Stock becomes redeemable. The aggregate redemption costs, assuming all 600,000 shares remain outstanding, of all of the Series B Preferred Stock is $600.0 million, plus accrued and unpaid dividends, if any, whether or not declared. As of March 31, 2017 and December 31, 2016, the balance remaining in the escrow account totaled approximately $573.9 million and $572.9 million, respectively. 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 WMIH’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. Upon any conversion of Series B Preferred Stock in accordance with its terms, 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 WMIH’s 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. A derivative liability results primarily when the Company average stock price (as defined in the Certificate of Incorporation) exceeds the conversion price, including the ceiling conversion price of $2.25, as defined by the Certificate of Incorporation. A derivative asset results primarily when the Company’s average stock price is less than the conversion price, including the floor price of $1.75. constitute other income or expense, as the case may be, in the applicable reporting period. Upon conversion or redemption of the Series B Preferred Stock, any asset or liability related to the embedded conversion feature would be eliminated. On June 1, 2016, WMIH issued restricted stock grants to members of the Board totaling $0.5 million, of aggregate fair value. The restricted shares noted above vest over a three-year period. On May 15, 2015, WMIH issued restricted stock grants to our Chief Executive Officer, William C. Gallagher, and our Chief Operating Officer, Thomas L. Fairfield, in conjunction with employment agreements totaling $9.8 million of aggregate fair value (“the Exec Grants”) based on the $2.76 trading price of WMIH shares at the close of business on the date issued. WMIH may be required to issue additional shares if the conversion price applicable to the Series B Preferred Stock is less than $2.25 per share. will vest in full and will be recognized as compensation expense upon the consummation of a Qualified Acquisition, subject to the executives continued employment with the Company until such time. The foregoing description of the restricted stock agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Gallagher Restricted Stock Agreement and the Fairfield Restricted Stock Agreement (the “Executive Agreements”), which were filed as Exhibit 10.3 and Exhibit 10.5, respectively, of Form 8-K12G3 filed on May 13, 2015 and incorporated herein by reference. The fair market value of the Exec Grants as of March 31, 2017 approximates $6.6 million as a result of the terms of the Executive Agreements which would result in additional share issuances if the value is below $2.25 per share limited to a maximum of shares based on a minimum conversion price of $1.75 per share. The stock price was $1.45 per share at the close of the market on March 31, 2017 and if the Exec Grants had vested then the minimum conversion price of $1.75 per share would have been utilized, therefore, a total of 1,015,874 additional shares (“Exec Additional Shares”) would have been required to be issued, 507,937 additional shares each to both Mr. Gallagher and Mr. Fairfield. The unamortized value related to the unvested restricted share grants totals $7.1 million and $7.7 million at March 31, 2017 and December 31, 2016, respectively. The unamortized value of $7.1 million at March 31, 2017, if all are ultimately vested, would be amortized according to the following schedule. The fair value of the Exec Grants will vest and be recognized on the date of the consummation of a Qualified Acquisition. Additionally, any Exec Additional Shares required to be issued, would be issued and immediately vest on the date of the consummation of a Qualified Acquisition. Amortization Schedule (in thousands) March 31, 2017 unamortized dollar value 2nd quarter 2017 $ 84 3rd quarter 2017 84 4th quarter 2017 84 1st quarter 2018 77 2nd quarter 2018 45 3rd quarter 2018 44 4th quarter 2018 44 1st quarter 2019 38 Unamortized fair-value - subject to vesting schedule 500 Unamortized fair-value - event dependent 6,629 Total unamortized dollar value $ 7,129 Equity-based compensation totaled $0.1 million and $0.2 million for the three months ended March 31, 2017 and March 31, 2016, 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 WMIH’s restricted stock award activity for the three months ended March 31, 2017 and year ended December 31, 2016 is presented below: Number of restricted stock awards outstanding Weighted-average grant date fair value Aggregate fair value (in thousands) Outstanding—January 1, 2016 6,168,035 2.1230 13,095 Restricted stock awards granted during 2016 212,765 2.3500 500 Restricted stock awards released or forfeited during 2016 — — — Outstanding—December 31, 2016 6,380,800 $ 2.1306 $ 13,595 Restricted stock awards granted during 2017 — — — Restricted stock awards released or forfeited during 2017 — — — Outstanding—March 31, 2017 6,380,800 $ 2.1306 $ 13,595 WMIH 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 3,761,496 on March 31, 2017 and 4,039,591 on December 31, 2016. The Exec Grants vest upon future events, and are not time specific, and for this reason we have used 1st quarter 2018 as the vesting date in the following table as this date corresponds with the Series B Preferred Stock potential redemption date. The shares subject to repurchase at March 31, 2017 will vest, assuming circumstances remain unchanged, according to the following schedule: Vesting schedule of shares subject to repurchase March 31, 2017 unvested shares 2nd quarter 2017 — 3rd quarter 2017 — 4th quarter 2017 — 1st quarter 2018 3,690,576 2nd quarter 2018 — 3rd quarter 2018 — 4th quarter 2018 — 1st quarter 2019 70,920 Total unvested shares 3,761,496 Pursuant to a restricted stock agreement, WMIH has the right, but not the obligation, to repurchase any unvested (but issued) shares of common stock subject to the restricted stock agreement at $0.0001 per share upon the termination of service in the case of a director, or in the case of the Exec Grants, on January 5, 2018 if the Series B Preferred Stock are redeemed or as a result of certain circumstances as defined by the terms of the Exec Grants. A summary of the Company’s restricted shares issued and subject to repurchase as of March 31, 2017 and December 31, 2016 is presented below: Vesting schedule of shares subject to repurchase Unvested shares Shares subject to repurchase—January 1, 2016 4,197,396 Shares issued subject to vesting during 2016 212,765 Unvested shares repurchased during 2016 — Shares vested during 2016 (370,570 ) Shares subject to repurchase—December 31, 2016 4,039,591 Shares issued subject to vesting during 2017 — Unvested shares repurchased during 2017 — Shares vested during 2017 (278,095 ) Shares subject to repurchase—March 31, 2017 3,761,496 On June 1, 2016, WMIH issued 212,765 restricted stock grants to members of the Board totaling $0.5 million of aggregate fair value. The share price was determined based on the closing sales price of $2.35 on the date of the award. As a condition of voluntarily tendering his resignation from the Board and WMIH accepting the resignation of Eugene Davis as our Chairman of the Board, all restricted shares held by Mr. Davis issued but unvested on the effective date of his resignation, June 1, 2017, will be immediately vested. A total of 41,188 shares, which otherwise would have vested over a three-year period from their issuance date, will therefore be vested early (“Early Vesting”). Of the Early Vesting shares, all were outstanding as of March 31, 2017. This Early Vesting will not cause an incremental increase in costs, however, the related unearned compensation totaling $83 thousand will be recorded as compensation and a corresponding increase in additional paid in capital during the period ending June 30, 2017, which otherwise would have been recognized over a three-year period from the issuance date of the restricted shares. As of both March 31, 2017 and December 31, 2016, 206,380,800 of WMIH’s common stock were issued and outstanding. As of March 31, 2017 and December 31, 2016, 1,000,000 shares of the Series A Preferred Stock were issued and outstanding. As of March 31, 2017 and December 31, 2016, 600,000 shares of the Series B Preferred Stock were issued and outstanding. As of March 31, 2017 and December 31, 2016, 61,400,000 warrants to purchase WMIH’s common stock were issued and outstanding. See Note 12: Net Income Per Common Share for further information on shares used for EPS calculations. |
Pending Litigation
Pending Litigation | 3 Months Ended |
Mar. 31, 2017 | |
Commitments And Contingencies Disclosure [Abstract] | |
Pending Litigation | Note 10: Pending Litigation As of March 31, 2017, 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, 2017 | |
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 $32.8 million and $33.8 million as of March 31, 2017 and December 31, 2016, respectively. These net assets are not immediately available for distribution to WMIH due to restrictions imposed by trust agreements, and the requirement that the Insurance Division of the State of Hawaii must approve dividends from WMMRC. Distributions from WMMRC to WMIH are further restricted by the terms of the Runoff Notes and Indentures described in Note 7: Notes Payable. |
Net Income Per Common Share
Net Income Per Common Share | 3 Months Ended |
Mar. 31, 2017 | |
Earnings Per Share [Abstract] | |
Net Income Per Common Share | Note 12: Net Income Per Common Share In calculating earnings per share, the Company follows the two-class method, which distinguishes between the classes of securities based on the proportionate participation rights of each security type in the Company's undistributed income. The Series A Preferred Stock and the Series B Preferred Stock are treated as one class for purposes of applying the two-class method, because they have substantially equal rights and share equally on an as converted basis with respect to income available to WMIH common stockholders. Basic net income per WMIH share attributable to common stockholders is computed by dividing net income attributable to WMIH’s common stockholders 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 shares are subject to repurchase. Basic net income attributable to common stockholders is computed by deducting preferred dividends and the basic calculation of undistributed earnings attributable to participating securities from net income. Diluted net income per WMIH share is computed by dividing net income attributable to WMIH’s common stockholders for the period by the weighted-average number of common shares outstanding after subtracting the weighted-average of any incremental unvested restricted shares outstanding and adding any potentially dilutive common equivalent shares outstanding during the period, if dilutive. Potentially dilutive common equivalent shares are comprised of the incremental common shares issuable upon the exercise of warrants for WMIH’s common stock and the potential conversion of preferred shares to common shares and the dilutive effect of unvested restricted stock. Diluted net income attributable to common stockholders is computed by deducting preferred dividends and the diluted calculation of undistributed earnings attributable to participating securities from net income. The dilutive effect of outstanding warrants and restricted stock subject to repurchase is reflected in diluted earnings per share by application of the treasury stock method. There would be no dilutive effects from any equity instruments for periods presented reflecting a net loss, therefore diluted net loss per share would be the same as basic net loss for periods that reflect a net loss attributable to common stockholders. Certain unvested restricted shares and convertible preferred stock are excluded from the calculation of diluted earnings per share until the non-market based contingency occurs. The following table presents the calculation of basic net income per share for periods presented: (in thousands, except per share data): Three months ended March 31, 2017 Three months ended March 31, 2016 Numerator for basic net income per share: Net income $ 17,789 $ 55,550 Less: Series B preferred stock dividends (4,500 ) (4,500 ) Less: undistributed earnings attributed to participating securities (basic calculation) (8,445 ) (29,506 ) Basic net income attributable to common stockholders $ 4,844 $ 21,544 Denominator for basic net income per share: Weighted-average shares outstanding 206,380,800 206,168,035 Weighted-average unvested restricted shares outstanding (3,956,831 ) (4,109,658 ) Denominator for basic net income per share 202,423,969 202,058,377 Basic net income per share attributable to common stockholders $ 0.02 $ 0.11 The following table presents the calculation of diluted net income per share for periods presented: (in thousands, except per share data): Three months ended March 31, 2017 Three months ended March 31, 2016 Numerator for diluted net income per share: Net income $ 17,789 $ 55,550 Less: Series B preferred stock dividends (4,500 ) (4,500 ) Less: undistributed earnings attributed to participating securities (diluted calculation) (8,428 ) (27,993 ) Diluted net income attributable to common stockholders $ 4,861 $ 23,057 Denominator for diluted net income per share: Weighted-average shares outstanding 206,380,800 206,168,035 Weighted-average unvested restricted shares outstanding (3,956,831 ) (4,109,658 ) Effect of dilutive potential shares 11,199,990 35,941,341 Denominator for diluted net income per share 213,623,959 237,999,718 Diluted net income per share attributable to common stockholders $ 0.02 $ 0.10 The following table summarizes shares subject to exercise or vesting conditions as more fully described in Note 9: Capital Stock and Derivative Instruments. These shares could potentially be dilutive in future periods if we realize net income attributable to common and participating stockholders and the contingent or unvested stock is converted to WMIH common stock. The cash payment of $84.4 million, which would be received upon exercise of the warrants, has not been considered as an offset to the dilutive shares under warrants outstanding below. Potential dilution to common stock Minimum shares Maximum shares Restricted shares subject to vesting 3,761,496 3,761,496 Series A Preferred Stock 10,065,629 10,065,629 Warrants outstanding 61,400,000 61,400,000 Dilutive shares to be issued if Series B Preferred Stock conversion is below $2.25 — 1,015,872 Series B Preferred Stock 266,666,667 342,857,143 Potential dilutive shares if converted to common stock 341,893,792 419,100,140 |
Fair Value Measurement
Fair Value Measurement | 3 Months Ended |
Mar. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | 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 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; and • 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. Determining which category an asset or liability falls within the fair value accounting guidance 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, 2017: (in thousands) Assets Level 1 Level 2 Level 3 March 31, 2017 Derivative embedded conversion feature $ — $ — $ 98,680 $ 98,680 The financial instrument that is measured at fair value on a recurring basis is summarized as follows as of December 31, 2016: (in thousands) Assets Level 1 Level 2 Level 3 December 31, 2016 Derivative embedded conversion feature $ — $ — $ 80,651 $ 80,651 The following table shows the change in Level 3 assets and liabilities measured at fair value on a recurring basis for the year ended December 31, 2016 and the three months ended March 31, 2017: Derivative asset (liability) embedded conversion feature (in thousands) Balance, January 1, 2016 $ (120,848 ) Issuance during 2016 — Unrealized gain on change in fair value 201,499 Balance, December 31, 2016 80,651 Issuance during 2017 — Unrealized gain on change in fair value 18,029 Balance, March 31, 2017 $ 98,680 On January 5, 2015, WMIH raised $600.0 million of capital (less transaction costs) through the issuance of 600,000 shares of Series B Preferred Stock. 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, plus accrued dividends at 3% 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 WMIH. Mandatory conversion occurs at a price that is the lesser of: i) $2.25 per share of WMIH common stock; and ii) the arithmetic average of daily volume weighted-average prices of WMIH’s common stock during the 20 trading day period ending on the trading day immediately preceding the public announcement by WMIH of its entry into a definitive agreement for such acquisition, subject to a floor of $1.75 per share of WMIH common stock. 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 Our reported net income attributable to common and participating stockholders (“First Quarter Net Income”) was approximately $13.3 million for the three months ended March 31, 2017. The change to our net income attributable to common and participating stockholders resulting from the calculation of the fair value of the embedded conversion feature is analyzed at the end of each reporting period to assess the impact of a 10% change to the various inputs and the result of each change to First Quarter Net Income is highlighted in the following scenarios. If the closing stock price of our common stock had been 10% lower, our First Quarter Net Income would have been approximately $23.8 million higher. If the closing stock price of our common stock had been 10% higher, our First Quarter Net Income would have been approximately $26.7 million lower. If our volatility assumption on March 31, 2017 had been 10% lower, our First Quarter Net Income would have been approximately $1.7 million lower and if our volatility assumption had been 10% higher, our First Quarter Net Income would have been approximately $1.8 million lower. If our probability of a transaction occurring assumption on March 31, 2017 had been 10% lower, our First Quarter Net Income would have been approximately $11.0 million lower and if our probability of a transaction occurring assumption had been 10% higher, our First Quarter Net Income would have been approximately $11.0 million higher. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 14: Subsequent Events On May 2, 2017, the Insurance Division of the State of Hawaii approved a distribution of approximately $0.8 million from WMMRC to WMIH. This distribution was deposited in the Collateral Account on May 3, 2017, and will be ultimately used for future administrative expenses and interest and principal payments on the Runoff Notes. |
Significant Accounting Polici21
Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2017 | |
Basis of Presentation | Basis of Presentation WMIH resumed timely filing of all periodic reports for a reporting company under the Exchange Act for all periods after emergence from bankruptcy on March 19, 2012 (the “Effective Date”). 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, 2016, 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 audited consolidated financial statements and notes thereto filed in the Company’s Annual Report on Form 10-K, filed with the SEC on March 14, 2017. Interim information presented in the unaudited condensed consolidated financial statements has been prepared by management. In the opinion of management, the financial statements include all adjustments necessary for a fair presentation and that all such adjustments are of a normal, recurring nature and necessary for the fair statement of the financial position, results of operations and cash flows for the periods presented in accordance with GAAP. The results of operations for the three months ended March 31, 2017 are not necessarily indicative of the results to be expected for the full year ending December 31, 2017. 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, other assets and liabilities, 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 condensed consolidated 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 approximate their respective fair values because of their short-term nature. The carrying value of the loss contract reserve approximates its fair value and is based on valuation methodologies using discounted cash flows at interest rates which approximate the Company’s weighted-average cost of capital. The carrying value of the d erivative embedded conversion feature is adjusted to its fair value as determined using Level 3 inputs described below under fair value measurement. The carrying value of notes payable approximates fair value based on time to maturity, underlying collateral, and prevailing interest rates. |
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 Financial Accounting Standards Board 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 prices in active markets when available (Level 1). The Company receives the quoted prices from a third party, nationally recognized pricing service. When quoted 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. |
Investments Held in Trust | Investments Held in Trust Investments held in trust consist of cash equivalents, which include highly liquid overnight money market instruments, and fixed-maturity securities which are held in trust for the benefit of the primary insurers, as more fully described in Note 3: Insurance Activity and Note 4: Investment Securities, and 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 on distribution from multiple sources, including the primary insurers who have approval control of distributions from the trust, the Insurance Division of the State of Hawaii who has approval authority over 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 post 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 $45 thousand and $0.3 million as of March 31, 2017 and December 31, 2016, 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, excluding intercompany charges, exceed expected future unearned premiums and anticipated investment income. Premium deficiency reserves have been recorded totaling $0.4 million and $0.3 million as of March 31, 2017 and December 31, 2016, respectively. Due to the runoff nature of the WMMRC business, the intercompany maintenance costs were excluded from the computation of premium deficiencies during the current period and will also be excluded during future periods. 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 Investments Held in Trust, the Company considers all amounts that are invested in highly liquid overnight money market instruments to be cash equivalents. The Federal Deposit Insurance Corporation (“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 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 Reserves The losses and loss adjustment reserves include 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 based its estimates primarily on the ceded loss and loss adjustment reserves as provided by the primary mortgage guaranty carriers. WMMRC has recorded reserves at the ceded case reserves and IBNR levels established and reported by the primary mortgage guaranty carriers as of March 31, 2017 and December 31, 2016, 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, than 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 Reserve | Loss Contract Reserve A loss contract 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 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 obligation under the contract exceed the economic benefits expected to be received under it.” The value of this reserve is analyzed quarterly and is adjusted accordingly. The adjustment (if any) to the reserve produces an expense or contra-expense in the condensed consolidated statements of operations. |
Derivative Embedded Conversion Feature | Derivative Embedded Conversion Feature The Company has recorded a derivative embedded conversion feature of the Series B Preferred Stock which is adjusted to its fair value as determined using Level 3 inputs described above under Fair Value Measurement. The change in fair value of the derivative embedded conversion feature is calculated at each reporting date and recorded as other income or other expense on the condensed consolidated statement of operations. |
Other liabilities | Other liabilities At March 31, 2017, the total balance of $13.8 million of other liabilities is comprised of $12.3 million of accrued fees relating to the Series B Preferred Stock offering, an accrual for professional fees and recurring business expenses currently payable of approximately $0.8 million and $0.7 million of accrued dividends relating to the Series B Preferred Stock. The accrued fees would be paid in the event of a Qualified Acquisition, as more fully described in Note 6: Service Agreements and Related Party Transactions. |
Comprehensive Income | Comprehensive Income The Company has no comprehensive income other than the net income disclosed in the condensed consolidated statement of operations. |
Net Income Per Common Share | Net Income Per Common Share In calculating earnings per share, the Company follows the two-class method, which distinguishes between the classes of securities based on the proportionate participation rights of each security type in the Company's undistributed income. The Series A Preferred Stock and the Series B Preferred Stock are treated as one class for purposes of applying the two-class method, because they have substantially equal rights and share equally on an as converted basis with respect to income available to WMIH common stockholders. Basic net income per WMIH common share is computed by dividing net income attributable to WMIH’s common stockholders 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. Basic net income attributable to common stockholders is computed by deducting preferred dividends and the basic calculation of undistributed earnings attributable to participating securities from net income. Diluted net income per WMIH common share is computed by dividing net income attributable to WMIH’s common stockholders 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 adding any potentially dilutive WMIH common stock equivalents outstanding during the period. Diluted net income attributable to common stockholders is computed by deducting preferred dividends and the diluted calculation of undistributed earnings attributable to participating securities from net income. If common stock equivalents exist, in periods where there is a net loss, diluted net loss per common share would be equal to or less than basic net loss per common share, since the effect of including any common stock equivalents would be antidilutive. |
Equity Based Compensation | Equity-Based Compensation On May 22, 2012, WMIH’s Board of Directors (the “Board” or “Board of Directors”) approved the Company’s 2012 Long-Term Incentive Plan (the “2012 Plan”) so that awards of restricted stock could be made to its non-employee directors and to have a plan in place for awards of equity based compensation to executives and others in connection with the Company’s operations and future strategic plans. A total of 2.0 million shares of WMIH’s 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 WMIH’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 the terms of the 2012 Plan were modified to permit such an increase through action of the Board, except when stockholder approval is necessary to comply with any applicable law, regulation or rule of any stock exchange on which WMIH’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 WMIH’s common stock, subject to approval of stockholders of WMIH. This approval was received at the Company’s Annual Meeting of Stockholders on April 28, 2015. The 2012 Plan provides for the granting of restricted shares and other cash and share based awards. The value of restricted stock is generally 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 (“NOL”) carry-forwards available to be utilized currently. |
Dividend Policy | Dividend Policy WMIH 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. WMIH has declared and paid $4.5 million and $18.0 million of dividends on its Series B Preferred Stock for the three months ended March 31, 2017 and the year ended December 31, 2016, respectively. Additionally, WMIH has accrued unpaid and undeclared dividends of $0.7 million, based on the Series B Preferred Stock 3% interest rate, as of both March 31, 2017 and December 31, 2016. |
New Accounting Pronouncements | New Accounting Pronouncements On March 30, 2017, the Financial Accounting Standards Board issued Accounting Standards update 2017-08 — Receivables – Nonrefundable Fees and Other Costs ( Subtopic 310-20 The Company has reviewed this standard and determined that it is not expected to have a material impact on the Company’s consolidated financial position, results of operations or disclosure requirements. |
Fixed Maturities [Member] | |
Fixed-Maturity Securities | Fixed-Maturity Securities Fixed-maturity securities consist of U.S. Treasury securities, obligations of U.S. government sponsored agencies 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 condensed consolidated statement of operations. |
Insurance Activity (Tables)
Insurance Activity (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Insurance [Abstract] | |
Schedule of Premiums Assumed and Earned | Premiums assumed and earned are as follows for the periods ended March 31, 2017 and 2016, respectively: Three months ended March 31, 2017 Three months ended March 31, 2016 Premiums assumed $ 205 $ 598 Change in unearned premiums 225 251 Premiums earned $ 430 $ 849 |
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, 2017 and December 31, 2016, respectively: March 31, 2017 December 31, 2016 Case-basis reserves $ 202 $ 553 Premium deficiency reserves 421 258 Total losses and loss adjustment reserves $ 623 $ 811 |
Summary of Losses and Loss Adjustment Reserve Activity | Losses and loss adjustment reserve activity are as follows for the three months ended March 31, 2017 and the year ended December 31, 2016, respectively: Three months ended March 31, 2017 Year ended December 31, 2016 Balance at beginning of period $ 811 $ 5,063 Released - prior periods 94 (669 ) Paid or terminated - prior periods (282 ) (3,583 ) Total losses and loss adjustment reserves $ 623 $ 811 |
Investment Securities (Tables)
Investment Securities (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
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, 2017, are as follows: March 31, 2017 Class of securities: Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value U.S. government treasury securities $ 249 $ — $ — $ 249 Obligations of U.S. government sponsored enterprises 34,469 1 (54 ) 34,416 Corporate debt securities 9,851 7 (10 ) 9,848 Foreign corporate debt securities 4,770 2 (5 ) 4,767 Total fixed-maturity securities 49,339 10 (69 ) 49,280 Less total unrestricted fixed-maturity securities 22,128 — (6 ) 22,122 Total fixed-maturity securities held in trust $ 27,211 $ 10 $ (63 ) $ 27,158 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, 2016, are as follows: December 31, 2016 Class of securities: Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value U.S. government treasury securities $ 249 $ — $ — $ 249 Obligations of U.S. government sponsored enterprises 59,450 1 (80 ) 59,371 Corporate debt securities 11,415 9 (9 ) 11,415 Foreign corporate debt securities 5,798 5 (7 ) 5,796 Total fixed-maturity securities 76,912 15 (96 ) 76,831 Less total unrestricted fixed-maturity securities 47,635 — (10 ) 47,625 Total fixed-maturity securities held in trust $ 29,277 $ 15 $ (86 ) $ 29,206 |
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, 2017 by contractual maturity are as follows: Amortized Cost Estimated Fair Value Maturity in: 2017 $ 30,994 $ 30,991 2018 15,319 15,281 2019 3,026 3,008 Total fixed-maturity securities $ 49,339 $ 49,280 |
Summary of Net Investment Income | Net investment income for the three months ended March 31, 2017 and 2016, respectively, is summarized as follows: Three months ended March 31, 2017 Three months ended March 31, 2016 Investment income: Amortization of premium or discount on fixed-maturity securities $ (31 ) $ (122 ) Investment income on fixed-maturity securities 178 318 Interest income on cash and cash equivalents 1,014 328 Realized net loss from sale of investments (2 ) (4 ) Unrealized gain on trading securities held at period end 21 131 Net investment income $ 1,180 $ 651 |
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, 2017: March 31, 2017 Level 1 Level 2 Level 3 Total Class of securities: U.S. government treasury securities $ 249 $ — $ — $ 249 Obligations of U.S. government sponsored enterprises 24,497 9,919 — 34,416 Corporate debt securities 6,489 3,359 — 9,848 Foreign corporate debt securities 4,767 — — 4,767 Total fixed-maturity securities 36,002 13,278 — 49,280 Money market funds 24,437 — — 24,437 Total $ 60,439 $ 13,278 $ — $ 73,717 The following table shows how the Company’s investments are categorized in accordance with fair value measurement, as of December 31, 2016: December 31, 2016 Level 1 Level 2 Level 3 Total Class of securities: U.S. government treasury securities $ 249 $ — $ — $ 249 Obligations of U.S. government sponsored enterprises 47,489 11,882 — 59,371 Corporate debt securities 7,033 4,382 — 11,415 Foreign corporate debt securities 5,796 — — 5,796 Total fixed-maturity securities 60,567 16,264 — 76,831 Money market funds 4,548 — — 4,548 Total $ 65,115 $ 16,264 $ — $ 81,379 |
Summary of Transfers between Level 1 and Level 2 | January 1, 2017 to March 31, 2017 January 1, 2016 to December 31, 2016 Transfers Transfers Transfers Transfers Class of securities: Corporate debt securities $ — $ 1,000 $ — $ 5,737 Foreign corporate debt securities — — — 5,295 Total transfers $ — $ 1,000 $ — $ 11,032 |
Capital Stock and Derivative 24
Capital Stock and Derivative Instruments (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Equity [Abstract] | |
Schedule of Unamortized Value of Restricted Stock | The unamortized value of $7.1 million at March 31, 2017, if all are ultimately vested, would be amortized according to the following schedule. The fair value of the Exec Grants will vest and be recognized on the date of the consummation of a Qualified Acquisition. Additionally, any Exec Additional Shares required to be issued, would be issued and immediately vest on the date of the consummation of a Qualified Acquisition. Amortization Schedule (in thousands) March 31, 2017 unamortized dollar value 2nd quarter 2017 $ 84 3rd quarter 2017 84 4th quarter 2017 84 1st quarter 2018 77 2nd quarter 2018 45 3rd quarter 2018 44 4th quarter 2018 44 1st quarter 2019 38 Unamortized fair-value - subject to vesting schedule 500 Unamortized fair-value - event dependent 6,629 Total unamortized dollar value $ 7,129 |
Summary of Company's Restricted Stock Award Activity | A summary of WMIH’s restricted stock award activity for the three months ended March 31, 2017 and year ended December 31, 2016 is presented below: Number of restricted stock awards outstanding Weighted-average grant date fair value Aggregate fair value (in thousands) Outstanding—January 1, 2016 6,168,035 2.1230 13,095 Restricted stock awards granted during 2016 212,765 2.3500 500 Restricted stock awards released or forfeited during 2016 — — — Outstanding—December 31, 2016 6,380,800 $ 2.1306 $ 13,595 Restricted stock awards granted during 2017 — — — Restricted stock awards released or forfeited during 2017 — — — Outstanding—March 31, 2017 6,380,800 $ 2.1306 $ 13,595 |
Schedule of Vesting Shares Subject to Repurchase | The Exec Grants vest upon future events, and are not time specific, and for this reason we have used 1st quarter 2018 as the vesting date in the following table as this date corresponds with the Series B Preferred Stock potential redemption date. The shares subject to repurchase at March 31, 2017 will vest, assuming circumstances remain unchanged, according to the following schedule: Vesting schedule of shares subject to repurchase March 31, 2017 unvested shares 2nd quarter 2017 — 3rd quarter 2017 — 4th quarter 2017 — 1st quarter 2018 3,690,576 2nd quarter 2018 — 3rd quarter 2018 — 4th quarter 2018 — 1st quarter 2019 70,920 Total unvested shares 3,761,496 |
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 March 31, 2017 and December 31, 2016 is presented below: Vesting schedule of shares subject to repurchase Unvested shares Shares subject to repurchase—January 1, 2016 4,197,396 Shares issued subject to vesting during 2016 212,765 Unvested shares repurchased during 2016 — Shares vested during 2016 (370,570 ) Shares subject to repurchase—December 31, 2016 4,039,591 Shares issued subject to vesting during 2017 — Unvested shares repurchased during 2017 — Shares vested during 2017 (278,095 ) Shares subject to repurchase—March 31, 2017 3,761,496 |
Net Income Per Common Share (Ta
Net Income Per Common Share (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Earnings Per Share [Abstract] | |
Calculation of Basic Net Income Per Share | The following table presents the calculation of basic net income per share for periods presented: (in thousands, except per share data): Three months ended March 31, 2017 Three months ended March 31, 2016 Numerator for basic net income per share: Net income $ 17,789 $ 55,550 Less: Series B preferred stock dividends (4,500 ) (4,500 ) Less: undistributed earnings attributed to participating securities (basic calculation) (8,445 ) (29,506 ) Basic net income attributable to common stockholders $ 4,844 $ 21,544 Denominator for basic net income per share: Weighted-average shares outstanding 206,380,800 206,168,035 Weighted-average unvested restricted shares outstanding (3,956,831 ) (4,109,658 ) Denominator for basic net income per share 202,423,969 202,058,377 Basic net income per share attributable to common stockholders $ 0.02 $ 0.11 |
Calculation of Diluted Net Income Per Share | The following table presents the calculation of diluted net income per share for periods presented: Three months ended March 31, 2017 Three months ended March 31, 2016 Numerator for diluted net income per share: Net income $ 17,789 $ 55,550 Less: Series B preferred stock dividends (4,500 ) (4,500 ) Less: undistributed earnings attributed to participating securities (diluted calculation) (8,428 ) (27,993 ) Diluted net income attributable to common stockholders $ 4,861 $ 23,057 Denominator for diluted net income per share: Weighted-average shares outstanding 206,380,800 206,168,035 Weighted-average unvested restricted shares outstanding (3,956,831 ) (4,109,658 ) Effect of dilutive potential shares 11,199,990 35,941,341 Denominator for diluted net income per share 213,623,959 237,999,718 Diluted net income per share attributable to common stockholders $ 0.02 $ 0.10 |
Schedule of Potential Dilutive Common Shares | The following table summarizes shares subject to exercise or vesting conditions as more fully described in Note 9: Capital Stock and Derivative Instruments. These shares could potentially be dilutive in future periods if we realize net income attributable to common and participating stockholders and the contingent or unvested stock is converted to WMIH common stock. The cash payment of $84.4 million, which would be received upon exercise of the warrants, has not been considered as an offset to the dilutive shares under warrants outstanding below. Potential dilution to common stock Minimum shares Maximum shares Restricted shares subject to vesting 3,761,496 3,761,496 Series A Preferred Stock 10,065,629 10,065,629 Warrants outstanding 61,400,000 61,400,000 Dilutive shares to be issued if Series B Preferred Stock conversion is below $2.25 — 1,015,872 Series B Preferred Stock 266,666,667 342,857,143 Potential dilutive shares if converted to common stock 341,893,792 419,100,140 |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
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, 2017: (in thousands) Assets Level 1 Level 2 Level 3 March 31, 2017 Derivative embedded conversion feature $ — $ — $ 98,680 $ 98,680 The financial instrument that is measured at fair value on a recurring basis is summarized as follows as of December 31, 2016: (in thousands) Assets Level 1 Level 2 Level 3 December 31, 2016 Derivative embedded conversion feature $ — $ — $ 80,651 $ 80,651 |
Summary of Change in Level 3 Assets and Liabilities Measured at Fair Value on Recurring Basis | The following table shows the change in Level 3 assets and liabilities measured at fair value on a recurring basis for the year ended December 31, 2016 and the three months ended March 31, 2017: Derivative asset (liability) embedded conversion feature (in thousands) Balance, January 1, 2016 $ (120,848 ) Issuance during 2016 — Unrealized gain on change in fair value 201,499 Balance, December 31, 2016 80,651 Issuance during 2017 — Unrealized gain on change in fair value 18,029 Balance, March 31, 2017 $ 98,680 |
The Company and its Subsidiar27
The Company and its Subsidiaries - Additional Information (Detail) | 3 Months Ended | 12 Months Ended | |||||
Mar. 31, 2017Insurers$ / sharesshares | Dec. 31, 2016$ / sharesshares | Dec. 31, 2015shares | May 11, 2015$ / sharesshares | May 10, 2015$ / sharesshares | Jan. 05, 2015shares | Jan. 30, 2014shares | |
Related Party Transaction [Line Items] | |||||||
Plan Effective Date | Mar. 19, 2012 | ||||||
Common stock, shares authorized | 3,500,000,000 | 3,500,000,000 | 3,500,000,000 | 500,000,000 | |||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | 5,000,000 | ||||
Common stock, par value | $ / shares | $ 0.00001 | $ 0.00001 | $ 0.00001 | $ 0.00001 | |||
Convertible preferred stock, par value | $ / shares | $ 0.00001 | $ 0.00001 | $ 0.00001 | ||||
Common stock, shares issued | 206,380,800 | 206,380,800 | |||||
Common stock, shares outstanding | 206,380,800 | 206,380,800 | |||||
WMMRC [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Number of primary mortgage insurers | Insurers | 7 | ||||||
Convertible Series A Preferred Stock [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Convertible preferred stock, par value | $ / shares | $ 0.00001 | $ 0.00001 | |||||
Convertible preferred stock, shares issued | 1,000,000 | 1,000,000 | 1,000,000 | ||||
Convertible preferred stock, shares outstanding | 1,000,000 | 1,000,000 | |||||
Redeemable Convertible Series B Preferred Stock [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Preferred stock, shares issued | 600,000 | 600,000 | 600,000 | ||||
Preferred stock, shares outstanding | 600,000 | 600,000 | 600,000 | ||||
Preferred stock dividend rate | 3.00% | 3.00% |
Significant Accounting Polici28
Significant Accounting Policies - Additional Information (Detail) - USD ($) shares in Millions | 3 Months Ended | 12 Months Ended | |||||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | Feb. 25, 2015 | Feb. 10, 2014 | May 22, 2012 | ||
Significant Accounting Policies [Line Items] | |||||||
Plan Effective Date | Mar. 19, 2012 | ||||||
Unearned premiums | $ 45,000 | $ 270,000 | [1] | ||||
Premium deficiency reserves | 400,000 | 300,000 | |||||
Other liabilities | 13,817,000 | 14,063,000 | [1] | ||||
Accrued professional fees | 800,000 | ||||||
Comprehensive income | 0 | ||||||
Amount of dividends paid on or after Effective Date | 0 | ||||||
Preferred stock dividends declared | 4,500,000 | 18,000,000 | |||||
Preferred stock dividends paid | 4,500,000 | $ 4,500,000 | |||||
2012 Plan [Member] | |||||||
Significant Accounting Policies [Line Items] | |||||||
Common stock reserved for future issuance | 12 | 3 | 2 | ||||
Redeemable Convertible Series B Preferred Stock [Member] | |||||||
Significant Accounting Policies [Line Items] | |||||||
Accrued fees | 12,300,000 | ||||||
Accrued dividends | 700,000 | ||||||
Preferred stock dividends declared | 4,500,000 | 18,000,000 | |||||
Additional accrued preferred stock dividends | 700,000 | 700,000 | |||||
Preferred stock dividends paid | $ 4,500,000 | $ 18,000,000 | |||||
Preferred stock dividend rate | 3.00% | 3.00% | |||||
[1] | Balances derived from audited financial statements as of December 31, 2016. |
Insurance Activity - Additional
Insurance Activity - Additional Information (Detail) - USD ($) $ in Millions | Aug. 31, 2009 | Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 |
Effects of Reinsurance [Line Items] | ||||
Quoted percentage to share base | 50.00% | |||
Balances in loss contract reserve | $ 4.7 | $ 5.6 | ||
Decreased value of loss contract reserve | $ 0.9 | $ 1.3 | ||
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] | Credit Concentration Risk | Liabilities, Total [Member] | ||||
Effects of Reinsurance [Line Items] | ||||
Net of ceding commission, percentage | 25.00% | |||
WMMRC [Member] | Maximum [Member] | Credit Concentration Risk | Liabilities, Total [Member] | ||||
Effects of Reinsurance [Line Items] | ||||
Net of ceding commission, percentage | 40.00% |
Insurance Activity - Schedule o
Insurance Activity - Schedule of Premiums Assumed and Earned (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Insurance [Abstract] | ||
Premiums assumed | $ 205 | $ 598 |
Change in unearned premiums | 225 | 251 |
Premiums earned | $ 430 | $ 849 |
Insurance Activity - Components
Insurance Activity - Components of Liability for Losses and Loss Adjustment Reserves (Detail) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Effects of Reinsurance [Line Items] | ||||
Total losses and loss adjustment reserves | $ 623 | $ 811 | [1] | $ 5,063 |
Case-basis reserves [Member] | ||||
Effects of Reinsurance [Line Items] | ||||
Total losses and loss adjustment reserves | 202 | 553 | ||
Premium deficiency reserves [Member] | ||||
Effects of Reinsurance [Line Items] | ||||
Total losses and loss adjustment reserves | $ 421 | $ 258 | ||
[1] | Balances derived from audited financial statements as of December 31, 2016. |
Insurance Activity - Summary of
Insurance Activity - Summary of Losses and Loss Adjustment Reserve Activity (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2017 | Dec. 31, 2016 | |||
Liability For Unpaid Claims And Claims Adjustment Expense Net [Abstract] | ||||
Balance at beginning of period | $ 811 | [1] | $ 5,063 | |
Released - prior periods | 94 | (669) | ||
Paid or terminated - prior periods | (282) | (3,583) | ||
Total losses and loss adjustment reserves | $ 623 | $ 811 | [1] | |
[1] | Balances derived from audited financial statements as of December 31, 2016. |
Investment Securities - Schedul
Investment Securities - Schedule of Amortized Cost, Gross Unrealized Gains, Gross Unrealized Losses and Estimated Fair Values of Fixed-Maturity Securities (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2017 | Dec. 31, 2016 | ||
Schedule of Trading Securities and Other Trading Assets [Line Items] | |||
Total fixed-maturity securities, Amortized Cost | $ 49,339 | $ 76,912 | |
Total fixed-maturity securities, Gross Unrealized Gains | 10 | 15 | |
Total fixed-maturity securities, Gross Unrealized Losses | (69) | (96) | |
Total fixed-maturity securities, Estimated Fair Value | 49,280 | 76,831 | |
Unrestricted Fixed-Maturity Securities [Member] | |||
Schedule of Trading Securities and Other Trading Assets [Line Items] | |||
Total fixed-maturity securities, Amortized Cost | 22,128 | 47,635 | |
Total fixed-maturity securities, Gross Unrealized Losses | (6) | (10) | |
Total fixed-maturity securities, Estimated Fair Value | 22,122 | 47,625 | [1] |
Fixed-Maturity Securities Held in Trust [Member] | |||
Schedule of Trading Securities and Other Trading Assets [Line Items] | |||
Total fixed-maturity securities, Amortized Cost | 27,211 | 29,277 | |
Total fixed-maturity securities, Gross Unrealized Gains | 10 | 15 | |
Total fixed-maturity securities, Gross Unrealized Losses | (63) | (86) | |
Total fixed-maturity securities, Estimated Fair Value | 27,158 | 29,206 | [1] |
U.S. Government Treasury Securities [Member] | |||
Schedule of Trading Securities and Other Trading Assets [Line Items] | |||
Total fixed-maturity securities, Amortized Cost | 249 | 249 | |
Total fixed-maturity securities, Estimated Fair Value | 249 | 249 | |
Obligations of U.S. Government Sponsored Enterprises [Member] | |||
Schedule of Trading Securities and Other Trading Assets [Line Items] | |||
Total fixed-maturity securities, Amortized Cost | 34,469 | 59,450 | |
Total fixed-maturity securities, Gross Unrealized Gains | 1 | 1 | |
Total fixed-maturity securities, Gross Unrealized Losses | (54) | (80) | |
Total fixed-maturity securities, Estimated Fair Value | 34,416 | 59,371 | |
Corporate Debt Securities [Member] | |||
Schedule of Trading Securities and Other Trading Assets [Line Items] | |||
Total fixed-maturity securities, Amortized Cost | 9,851 | 11,415 | |
Total fixed-maturity securities, Gross Unrealized Gains | 7 | 9 | |
Total fixed-maturity securities, Gross Unrealized Losses | (10) | (9) | |
Total fixed-maturity securities, Estimated Fair Value | 9,848 | 11,415 | |
Foreign Corporate Debt Securities [Member] | |||
Schedule of Trading Securities and Other Trading Assets [Line Items] | |||
Total fixed-maturity securities, Amortized Cost | 4,770 | 5,798 | |
Total fixed-maturity securities, Gross Unrealized Gains | 2 | 5 | |
Total fixed-maturity securities, Gross Unrealized Losses | (5) | (7) | |
Total fixed-maturity securities, Estimated Fair Value | $ 4,767 | $ 5,796 | |
[1] | Balances derived from audited financial statements as of December 31, 2016. |
Investment Securities - Sched34
Investment Securities - Schedule of Amortized Cost and Estimated Fair Value of Fixed-Maturity Securities by Contractual Maturity (Detail) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Investments Debt And Equity Securities [Abstract] | ||
Amortized Cost, 2017 | $ 30,994 | |
Amortized Cost, 2018 | 15,319 | |
Amortized Cost, 2019 | 3,026 | |
Total fixed-maturity securities, Amortized Cost | 49,339 | $ 76,912 |
Estimated Fair Value, 2017 | 30,991 | |
Estimated Fair Value, 2018 | 15,281 | |
Estimated Fair Value, 2019 | 3,008 | |
Total fixed-maturity securities, Estimated Fair Value | $ 49,280 | $ 76,831 |
Investment Securities - Summary
Investment Securities - Summary of Net Investment Income (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Investment income: | ||
Amortization of premium or discount on fixed-maturity securities | $ (31) | $ (122) |
Realized net loss from sale of investments | (2) | (4) |
Unrealized gain on trading securities held at period end | 21 | 131 |
Net investment income | 1,180 | 651 |
Fixed Maturities [Member] | ||
Investment income: | ||
Amortization of premium or discount on fixed-maturity securities | (31) | (122) |
Investment income on fixed-maturity securities | 178 | 318 |
Cash and Cash Equivalents [Member] | ||
Investment income: | ||
Interest income on cash and cash equivalents | $ 1,014 | $ 328 |
Investment Securities - Sched36
Investment Securities - Schedule of Investments in Accordance with Fair Value Measurement (Detail) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Class of securities: | ||
Total fixed-maturity securities, Estimated Fair Value | $ 49,280 | $ 76,831 |
Total investments fair value | 73,717 | 81,379 |
Money Market Funds [Member] | ||
Class of securities: | ||
Money market funds | 24,437 | 4,548 |
Level 1 | ||
Class of securities: | ||
Total fixed-maturity securities, Estimated Fair Value | 36,002 | 60,567 |
Total investments fair value | 60,439 | 65,115 |
Level 1 | Money Market Funds [Member] | ||
Class of securities: | ||
Money market funds | 24,437 | 4,548 |
Level 2 | ||
Class of securities: | ||
Total fixed-maturity securities, Estimated Fair Value | 13,278 | 16,264 |
Total investments fair value | 13,278 | 16,264 |
U.S. Government Treasury Securities [Member] | ||
Class of securities: | ||
Total fixed-maturity securities, Estimated Fair Value | 249 | 249 |
U.S. Government Treasury Securities [Member] | Level 1 | ||
Class of securities: | ||
Total fixed-maturity securities, Estimated Fair Value | 249 | 249 |
Obligations of U.S. Government Sponsored Enterprises [Member] | ||
Class of securities: | ||
Total fixed-maturity securities, Estimated Fair Value | 34,416 | 59,371 |
Obligations of U.S. Government Sponsored Enterprises [Member] | Level 1 | ||
Class of securities: | ||
Total fixed-maturity securities, Estimated Fair Value | 24,497 | 47,489 |
Obligations of U.S. Government Sponsored Enterprises [Member] | Level 2 | ||
Class of securities: | ||
Total fixed-maturity securities, Estimated Fair Value | 9,919 | 11,882 |
Corporate Debt Securities [Member] | ||
Class of securities: | ||
Total fixed-maturity securities, Estimated Fair Value | 9,848 | 11,415 |
Corporate Debt Securities [Member] | Level 1 | ||
Class of securities: | ||
Total fixed-maturity securities, Estimated Fair Value | 6,489 | 7,033 |
Corporate Debt Securities [Member] | Level 2 | ||
Class of securities: | ||
Total fixed-maturity securities, Estimated Fair Value | 3,359 | 4,382 |
Foreign Corporate Debt Securities [Member] | ||
Class of securities: | ||
Total fixed-maturity securities, Estimated Fair Value | 4,767 | 5,796 |
Foreign Corporate Debt Securities [Member] | Level 1 | ||
Class of securities: | ||
Total fixed-maturity securities, Estimated Fair Value | $ 4,767 | $ 5,796 |
Investment Securities - Additio
Investment Securities - Additional Information (Detail) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Fair Value Disclosures [Abstract] | ||
Transfers from Level 2 to Level 1 | $ 1,000 | $ 11,032 |
Investment Securities - Summa38
Investment Securities - Summary of Transfers between Level 1 and Level 2 (Detail) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Transfers from Level 2 to Level 1 | $ 1,000 | $ 11,032 |
Corporate Debt Securities [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Transfers from Level 2 to Level 1 | $ 1,000 | 5,737 |
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 | $ 5,295 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | Mar. 19, 2012 | |
Income Tax Disclosure [Abstract] | ||||
Net income attributable to common and participating stockholders | $ 13,289,000 | $ 51,050,000 | ||
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 | |||
Available and utilizable NOL carry forward | $ 6,000,000,000 | |||
NOLs expiration date | 2,031 | |||
Reserves for uncertain federal income tax positions | $ 0 | |||
Income tax interest income, expense or penalties | $ 0 | $ 0 | ||
Income tax examination, year under examination | 2,011 |
Service Agreements and Relate40
Service Agreements and Related Party Transactions - Additional Information (Detail) $ / shares in Units, $ in Thousands | Oct. 14, 2014Directors | Mar. 31, 2017USD ($)$ / sharesshares | Mar. 31, 2016USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) |
WMMRC [Member] | |||||
Related Party Transaction [Line Items] | |||||
Administrative services agreement fee | $ 110 | ||||
Pro Rata Share of the Common Stock Allotment | shares | 10,000,000 | ||||
Percentage of Pro Rata Share of the Common Stock Election | 5.00% | ||||
Percentage of interest in litigation proceeds | 50.00% | ||||
Lawsuit against number of former directors | Directors | 16 | ||||
Litigation settlement amount | $ 37,000 | ||||
Litigation settlement reserve for reimbursement of contingent fees and expenses | 3,000 | ||||
WMMRC [Member] | Runoff Notes [Member] | |||||
Related Party Transaction [Line Items] | |||||
Principal amount of Runoff Notes | $ / shares | $ 1 | ||||
WMMRC [Member] | Investment Management Agreement And Administrative Services Agreement [Member] | |||||
Related Party Transaction [Line Items] | |||||
Expenses incurred under the agreements | $ 300 | $ 300 | |||
WMMRC [Member] | 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. | ||||
WMI Holdings Corp [Member] | |||||
Related Party Transaction [Line Items] | |||||
Litigation settlement reserve for reimbursement of contingent fees and expenses | $ 2,000 | ||||
Other income | $ 123 | 7,800 | |||
KKR Capital Markets LLC [Member] | Redeemable Convertible Series B Preferred Stock [Member] | |||||
Related Party Transaction [Line Items] | |||||
Payment of stock offering fee | 8,250 | ||||
Payment of additional deferred Fee | $ 8,250 |
Notes Payable - Additional Info
Notes Payable - Additional Information (Detail) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | ||
Debt Instrument [Line Items] | ||||
Total outstanding amounts of notes | $ 18,423,000 | $ 18,774,000 | [1] | |
Principal payments | 351,000 | $ 1,293,000 | ||
Cash interest paid on Notes | 610,000 | 707,000 | ||
Collateral Account used for future payments | 400,000 | |||
Maximum [Member] | ||||
Debt Instrument [Line Items] | ||||
Collateral Account used for future payments | 1,000 | |||
PIK Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Issued aggregate principal amount | 19,400,000 | 19,400,000 | ||
13% Senior First Lien Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Issued aggregate principal amount | $ 110,000,000 | |||
Notes maturity date | Mar. 19, 2030 | |||
13% Senior Second Lien Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Issued aggregate principal amount | $ 20,000,000 | |||
Notes maturity date | Mar. 19, 2030 | |||
Total outstanding amounts of notes | $ 18,400,000 | 18,800,000 | ||
Principal payments | 400,000 | $ 2,900,000 | ||
Cash interest paid on Notes | $ 600,000 | $ 700,000 | ||
[1] | Balances derived from audited financial statements as of December 31, 2016. |
Financing Arrangements - Additi
Financing Arrangements - Additional Information (Detail) - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
Debt Disclosure [Abstract] | ||
Number of debt financing arrangements in place other than second lien notes | 0 | 0 |
Capital Stock and Derivative 43
Capital Stock and Derivative Instruments - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | Jun. 01, 2016 | Jan. 05, 2015 | Mar. 19, 2012 | Jun. 30, 2017 | Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | May 15, 2015 | May 11, 2015 | May 10, 2015 | Jan. 30, 2014 | |
Capital Stock Distribution [Line Items] | |||||||||||||
Common stock, shares authorized | 3,500,000,000 | 3,500,000,000 | 3,500,000,000 | 500,000,000 | |||||||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | 5,000,000 | ||||||||||
Common stock, par value | $ 0.00001 | $ 0.00001 | $ 0.00001 | $ 0.00001 | |||||||||
Preferred stock, par value | $ 0.00001 | $ 0.00001 | $ 0.00001 | ||||||||||
Conversion of shares | 1 | ||||||||||||
Warrants to purchase in aggregate, shares | 61,400,000 | ||||||||||||
Warrants expiration period | 5 years | ||||||||||||
Maximum percent of the voting shares of the emerging entity immediately prior to the confirmation of reorganization | 50.00% | ||||||||||||
Registration right period | 180 days | ||||||||||||
Escrow deposit | $ 598,500 | $ 573,900 | $ 572,900 | ||||||||||
Derivative asset - embedded conversion feature | 98,680 | 80,651 | [1] | ||||||||||
Changes in fair value | $ 18,029 | $ 55,875 | |||||||||||
Award vesting period | 3 years | ||||||||||||
Number of additional Restricted Stock Awards Outstanding, Restricted stock awards granted | 1,015,874 | ||||||||||||
Unamortized value of unvested restricted share grants | $ 7,129 | $ 7,700 | |||||||||||
Equity-based compensation | $ 140 | 164 | |||||||||||
Per share of unvested shares of common stock | $ 0.0001 | ||||||||||||
Vested number of shares | 41,188 | ||||||||||||
Common stock, shares issued | 206,380,800 | 206,380,800 | |||||||||||
Common stock, shares outstanding | 206,380,800 | 206,380,800 | |||||||||||
Warrants to purchase common stock, Issued | 61,400,000 | 61,400,000 | |||||||||||
Warrants to purchase common stock, outstanding | 61,400,000 | 61,400,000 | |||||||||||
Scenario Forecast [Member] | |||||||||||||
Capital Stock Distribution [Line Items] | |||||||||||||
Expected increase in additional paid in capital due to early vesting of equity shares | $ 83 | ||||||||||||
Expected increase in share based compensation due to early vesting of equity shares | $ 83 | ||||||||||||
Exec Grants [Member] | |||||||||||||
Capital Stock Distribution [Line Items] | |||||||||||||
Share price | $ 2.76 | ||||||||||||
Restricted stock fair value | $ 6,600 | ||||||||||||
Restricted stock price per share | $ 1.45 | ||||||||||||
Chief Executive Officer [Member] | |||||||||||||
Capital Stock Distribution [Line Items] | |||||||||||||
Number of additional Restricted Stock Awards Outstanding, Restricted stock awards granted | 507,937 | ||||||||||||
Restricted stock award [Member] | |||||||||||||
Capital Stock Distribution [Line Items] | |||||||||||||
Amount of restricted stock grants | $ 500 | ||||||||||||
Share price | $ 2.35 | ||||||||||||
Unvested shares | 6,380,800 | 6,380,800 | 6,168,035 | ||||||||||
Number of Restricted Stock Awards Outstanding, Restricted stock awards granted | 212,765 | 0 | 212,765 | ||||||||||
Restricted stock award [Member] | Exec Grants [Member] | |||||||||||||
Capital Stock Distribution [Line Items] | |||||||||||||
Amount of restricted stock grants | $ 9,800 | ||||||||||||
Restricted shares subject to repurchase [Member] | |||||||||||||
Capital Stock Distribution [Line Items] | |||||||||||||
Unvested shares | 3,761,496 | 4,039,591 | 4,197,396 | ||||||||||
Number of Restricted Stock Awards Outstanding, Restricted stock awards granted | 212,765 | ||||||||||||
Minimum [Member] | |||||||||||||
Capital Stock Distribution [Line Items] | |||||||||||||
Preferred stock liquidation preference per share | $ 10 | ||||||||||||
Minimum [Member] | Exec Grants [Member] | |||||||||||||
Capital Stock Distribution [Line Items] | |||||||||||||
Preferred stock additional shares conversion price | 1.75 | ||||||||||||
Restricted stock price per share | 1.75 | ||||||||||||
Maximum [Member] | Exec Grants [Member] | |||||||||||||
Capital Stock Distribution [Line Items] | |||||||||||||
Preferred stock additional shares conversion price | 2.25 | ||||||||||||
Convertible Series A Preferred Stock [Member] | |||||||||||||
Capital Stock Distribution [Line Items] | |||||||||||||
Preferred stock, par value | $ 0.00001 | $ 0.00001 | |||||||||||
Preferred stock, shares issued | 1,000,000 | 1,000,000 | 1,000,000 | ||||||||||
Purchase price of convertible preferred stock maximum limit | [1] | $ 11,100 | |||||||||||
Preferred stock liquidation preference | The Series A Preferred Stock has rights substantially similar to those associated with WMIH’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 WMIH. | ||||||||||||
Convertible preferred stock conversion price | $ 1.10 | ||||||||||||
Preferred deemed dividend | $ 9,500 | ||||||||||||
Preferred stock, shares outstanding | 1,000,000 | 1,000,000 | |||||||||||
Redeemable Convertible Series B Preferred Stock [Member] | |||||||||||||
Capital Stock Distribution [Line Items] | |||||||||||||
Preferred stock, shares issued | 600,000 | 600,000 | 600,000 | ||||||||||
Preferred stock dividend rate calculated on interest rate | 3.00% | ||||||||||||
Preferred stock, redemption date | Jan. 5, 2018 | ||||||||||||
Preferred stock, shares outstanding | 600,000 | 600,000 | 600,000 | ||||||||||
Preferred stock, redemption amount | $ 600,000 | ||||||||||||
Number of trading periods | 20 days | ||||||||||||
Conversion ceiling price of common stock | $ 2.25 | ||||||||||||
Conversion floor price of common stock | $ 1.75 | ||||||||||||
Derivative liability - embedded conversion feature | $ 66,200 | 65,000 | |||||||||||
Derivative asset - embedded conversion feature | $ 98,700 | $ 80,700 | |||||||||||
Changes in fair value | $ 18,000 | $ (55,900) | $ 201,500 | ||||||||||
Share price | $ 2.25 | ||||||||||||
Redeemable Convertible Series B Preferred Stock [Member] | Maximum [Member] | |||||||||||||
Capital Stock Distribution [Line Items] | |||||||||||||
Conversion ceiling price of common stock | $ 2.25 | ||||||||||||
Common Stock [Member] | |||||||||||||
Capital Stock Distribution [Line Items] | |||||||||||||
Issuance of common stock, Shares | 200,000,000 | ||||||||||||
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 | ||||||||||||
[1] | Balances derived from audited financial statements as of December 31, 2016. |
Capital Stock and Derivative 44
Capital Stock and Derivative Instruments - Schedule of Unamortized Value of Restricted Stock (Detail) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Amortization Expense [Line Items] | ||
Unamortized fair value subject to vesting schedule | $ 500 | |
Unamortized fair-value - event dependent | 6,629 | |
Total unamortized dollar value | 7,129 | $ 7,700 |
2nd quarter 2017 [Member] | ||
Amortization Expense [Line Items] | ||
Unamortized fair value subject to vesting schedule | 84 | |
3rd quarter 2017 [Member] | ||
Amortization Expense [Line Items] | ||
Unamortized fair value subject to vesting schedule | 84 | |
4th quarter 2017 [Member] | ||
Amortization Expense [Line Items] | ||
Unamortized fair value subject to vesting schedule | 84 | |
1st quarter 2018 [Member] | ||
Amortization Expense [Line Items] | ||
Unamortized fair value subject to vesting schedule | 77 | |
2nd quarter 2018 [Member] | ||
Amortization Expense [Line Items] | ||
Unamortized fair value subject to vesting schedule | 45 | |
3rd quarter 2018 [Member] | ||
Amortization Expense [Line Items] | ||
Unamortized fair value subject to vesting schedule | 44 | |
4th quarter 2018 [Member] | ||
Amortization Expense [Line Items] | ||
Unamortized fair value subject to vesting schedule | 44 | |
1st quarter 2019 [Member] | ||
Amortization Expense [Line Items] | ||
Unamortized fair value subject to vesting schedule | $ 38 |
Capital Stock and Derivative 45
Capital Stock and Derivative Instruments - Summary of Company's Restricted Stock Award Activity (Detail) - Restricted stock award [Member] - USD ($) $ / shares in Units, $ in Thousands | Jun. 01, 2016 | Mar. 31, 2017 | Dec. 31, 2016 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of Restricted Stock Awards Outstanding, Beginning balance | 6,380,800 | 6,168,035 | |
Number of Restricted Stock Awards Outstanding, Restricted stock awards granted | 212,765 | 0 | 212,765 |
Number of Restricted Stock Awards Outstanding, Restricted stock awards released or forfeited | 0 | 0 | |
Number of Restricted Stock Awards Outstanding, Ending balance | 6,380,800 | 6,380,800 | |
Weighted Average Grant Date Fair Value, Beginning balance | $ 2.1306 | $ 2.1230 | |
Weighted Average Grant Date Fair Value, Restricted stock awards granted | 0 | 2.3500 | |
Weighted Average Grant Date Fair Value, Restricted stock awards released or forfeited | 0 | 0 | |
Weighted Average Grant Date Fair Value, Ending balance | $ 2.1306 | $ 2.1306 | |
Aggregate Fair Value, Beginning balance | $ 13,595 | $ 13,095 | |
Aggregate Fair Value, Restricted stock awards granted | 0 | 500 | |
Aggregate Fair Value, Restricted stock awards released or forfeited | 0 | 0 | |
Aggregate Fair Value, Ending balance | $ 13,595 | $ 13,595 |
Capital Stock and Derivative 46
Capital Stock and Derivative Instruments - Schedule of Vesting Shares Subject to Repurchase (Detail) - Restricted shares subject to repurchase [Member] - shares | Mar. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Amortization Expense [Line Items] | |||
Unvested shares | 3,761,496 | 4,039,591 | 4,197,396 |
1st quarter 2018 [Member] | |||
Amortization Expense [Line Items] | |||
Unvested shares | 3,690,576 | ||
1st quarter 2019 [Member] | |||
Amortization Expense [Line Items] | |||
Unvested shares | 70,920 |
Capital Stock and Derivative 47
Capital Stock and Derivative Instruments - Summary of Company's Restricted Shares Issued and Subject to Repurchase (Detail) - Restricted shares subject to repurchase [Member] - shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2016 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Number of Restricted Stock Awards Outstanding, Beginning balance | 4,039,591 | 4,197,396 |
Shares issued subject to vesting during the period | 212,765 | |
Shares vested during the period | (278,095) | (370,570) |
Number of Restricted Stock Awards Outstanding, Ending balance | 3,761,496 | 4,039,591 |
Pending Litigation - Additional
Pending Litigation - Additional Information (Detail) | Mar. 31, 2017Litigation |
Loss Contingency [Abstract] | |
Pending legal proceedings or investigations | 0 |
Restriction on Distribution o49
Restriction on Distribution of Net Assets from Subsidiary - Additional Information (Detail) - USD ($) $ in Millions | Mar. 31, 2017 | Dec. 31, 2016 |
WMMRC [Member] | ||
Financial Receivables Impaired Or Restructured [Line Items] | ||
Total net assets | $ 32.8 | $ 33.8 |
Net Income Per Common Share - A
Net Income Per Common Share - Additional Information (Detail) $ in Millions | 3 Months Ended |
Mar. 31, 2017USD ($)shares | |
Earnings Per Share [Abstract] | |
Dilutive effects from equity instruments | shares | 0 |
Cash would be received upon exercise of warrants | $ | $ 84.4 |
Net Income Per Common Share- Ca
Net Income Per Common Share- Calculation of Basic Net Income Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Numerator for basic net income per share: | |||
Net income | $ 17,789 | $ 55,550 | $ 201,700 |
Less: Series B preferred stock dividends | (4,500) | (4,500) | |
Less: undistributed earnings attributed to participating securities (basic calculation) | (8,445) | (29,506) | |
Basic net income attributable to common stockholders | $ 4,844 | $ 21,544 | |
Denominator for basic net income per share: | |||
Weighted-average shares outstanding | 206,380,800 | 206,168,035 | |
Weighted-average unvested restricted shares outstanding | (3,956,831) | (4,109,658) | |
Denominator for basic net income per share | 202,423,969 | 202,058,377 | |
Basic net income per share attributable to common stockholders | $ 0.02 | $ 0.11 |
Net Income Per Common Share - C
Net Income Per Common Share - Calculation of Diluted Net Income Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Numerator for diluted net income per share: | |||
Net income | $ 17,789 | $ 55,550 | $ 201,700 |
Less: Series B preferred stock dividends | (4,500) | (4,500) | |
Less: undistributed earnings attributed to participating securities (diluted calculation) | (8,428) | (27,993) | |
Diluted net income attributable to common stockholders | $ 4,861 | $ 23,057 | |
Denominator for diluted net income per share: | |||
Weighted-average shares outstanding | 206,380,800 | 206,168,035 | |
Weighted-average unvested restricted shares outstanding | (3,956,831) | (4,109,658) | |
Effect of dilutive potential shares | 11,199,990 | 35,941,341 | |
Denominator for diluted net income per share | 213,623,959 | 237,999,718 | |
Diluted net income per share attributable to common stockholders | $ 0.02 | $ 0.10 |
Net Income Per Common Share - S
Net Income Per Common Share - Schedule of Potential Dilutive Common Shares (Detail) | 3 Months Ended |
Mar. 31, 2017shares | |
Minimum [Member] | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |
Potential dilutive shares if converted to common stock | 341,893,792 |
Minimum [Member] | Series A Preferred Stock [Member] | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |
Potential dilutive shares if converted to common stock | 10,065,629 |
Minimum [Member] | Series B Redeemable Convertible Preferred Stock [Member] | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |
Potential dilutive shares if converted to common stock | 266,666,667 |
Maximum [Member] | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |
Potential dilutive shares if converted to common stock | 419,100,140 |
Maximum [Member] | Series A Preferred Stock [Member] | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |
Potential dilutive shares if converted to common stock | 10,065,629 |
Maximum [Member] | Series B Preferred Stock Conversion Per Share Below 2.25 [Member] | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |
Potential dilutive shares if converted to common stock | 1,015,872 |
Maximum [Member] | Series B Redeemable Convertible Preferred Stock [Member] | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |
Potential dilutive shares if converted to common stock | 342,857,143 |
Restricted Shares Subject to Vesting [Member] | Minimum [Member] | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |
Potential dilutive shares if converted to common stock | 3,761,496 |
Restricted Shares Subject to Vesting [Member] | Maximum [Member] | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |
Potential dilutive shares if converted to common stock | 3,761,496 |
Warrants Outstanding [Member] | Minimum [Member] | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |
Potential dilutive shares if converted to common stock | 61,400,000 |
Warrants Outstanding [Member] | Maximum [Member] | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |
Potential dilutive shares if converted to common stock | 61,400,000 |
Net Income Per Common Share -54
Net Income Per Common Share - Schedule of Potential Dilutive Common Shares (Parenthetical) (Detail) | Mar. 31, 2017$ / shares |
Series B Redeemable Convertible Preferred Stock [Member] | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |
Conversion ceiling price of common stock | $ 2.25 |
Fair Value Measurement - Summar
Fair Value Measurement - Summary of Fair Value Measured on Recurring Basis (Detail) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 | |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||
Derivative asset - embedded conversion feature | $ 98,680 | $ 80,651 | [1] |
Fair Value Measurements Recurring [Member] | |||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||
Derivative asset - embedded conversion feature | 98,680 | 80,651 | |
Fair Value Measurements Recurring [Member] | Level 3 | |||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||
Derivative asset - embedded conversion feature | $ 98,680 | $ 80,651 | |
[1] | Balances derived from audited financial statements as of December 31, 2016. |
Fair Value Measurement - Summ56
Fair Value Measurement - Summary of Change in Level 3 Assets and Liabilities Measured at Fair Value on Recurring Basis (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2016 | |
Fair Value Disclosures [Abstract] | ||
Beginning Balance | $ 80,651 | $ (120,848) |
Unrealized gain on change in fair value | 18,029 | 201,499 |
Ending Balance | $ 98,680 | $ 80,651 |
Fair Value Measurement - Additi
Fair Value Measurement - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | Jan. 05, 2015 | Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||||
Expected volatility rate | 50.00% | 40.00% | ||
Risk free interest rate | 0.85% | 0.60% | ||
Expected probability of occurrence | 90.00% | 90.00% | ||
Mandatory conversion, expected term | 6 months | 6 months | ||
Net income (loss) attributable to common and participating stockholders | $ 13,289 | $ 51,050 | ||
Maximum [Member] | ||||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||||
Percentage of closing stock price | 10.00% | |||
Estimated net income | $ 23,800 | |||
Maximum [Member] | Volatility Assumption [Member] | ||||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||||
Percentage of closing stock price | 10.00% | |||
Maximum [Member] | Transaction Occurring Assumption [Member] | ||||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||||
Percentage of closing stock price | 10.00% | |||
Estimated net income | $ 11,000 | |||
Minimum [Member] | ||||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||||
Percentage of closing stock price | 10.00% | |||
Estimated net income | $ 26,700 | |||
Minimum [Member] | Volatility Assumption [Member] | ||||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||||
Percentage of closing stock price | 10.00% | |||
Estimated net income | $ 1,700 | |||
Estimated net income | $ 1,800 | |||
Minimum [Member] | Transaction Occurring Assumption [Member] | ||||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||||
Percentage of closing stock price | 10.00% | |||
Estimated net income | $ 11,000 | |||
Redeemable Convertible Series B Preferred Stock [Member] | ||||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||||
Capital | $ 600,000 | |||
Redeemable Convertible preferred stock, shares issued | 600,000 | 600,000 | 600,000 | |
Preferred stock liquidation preference per share | $ 1,000 | |||
Preferred stock dividend rate calculated on interest rate | 3.00% | |||
Conversion ceiling price of common stock | $ 2.25 | |||
Conversion floor price of common stock | 1.75 | |||
Redeemable Convertible Series B Preferred Stock [Member] | Maximum [Member] | ||||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||||
Conversion ceiling price of common stock | $ 2.25 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) $ in Millions | May 02, 2017USD ($) |
Distribution from WMMRC to WMIH Deposited in Collateral Account [Member] | Subsequent Event [Member] | |
Subsequent Event [Line Items] | |
Approved amount for distribution | $ 0.8 |