MR. COOPER GROUP INC., 10-Q filed on 5/9/2017
Quarterly Report
v3.7.0.1
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 2017  
Document Fiscal Period Focus Q1  
Trading Symbol WMIH  
Entity Registrant Name WMIH CORP.  
Entity Central Index Key 0000933136  
Current Fiscal Year End Date --12-31  
Entity Filer Category Accelerated Filer  
Entity Common Stock, Shares Outstanding   206,380,800
v3.7.0.1
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.
v3.7.0.1
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
v3.7.0.1
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
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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.
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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.
v3.7.0.1
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.

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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 derivative embedded conversion feature of the Series B Preferred Stock is adjusted to its fair value as determined using Level 3 inputs described below under fair value 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): Premium Amortization on Purchased Callable Debt Securities.  The amendments shorten the amortization period for certain callable debt securities held at a premium. 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.

v3.7.0.1
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.  

v3.7.0.1
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
from Level 1 to
Level 2

 

 

Transfers
from Level 2
to Level 1

 

 

Transfers
from Level 1 to
Level 2

 

 

Transfers
from Level 2
to Level 1

 

Class of securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Corporate debt securities

$

—  

 

 

$

1,000 

 

 

$

—  

 

 

$

5,737

 

Foreign corporate debt securities

 

—  

 

 

 

—   

 

 

 

—  

 

 

 

5,295

 

Total transfers

$

—  

 

 

$

1,000 

 

 

$

—  

 

 

$

11,032

 

 

v3.7.0.1
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.

v3.7.0.1
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.

v3.7.0.1
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.

v3.7.0.1
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.

v3.7.0.1
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 Registration Statement was declared effective under the Securities Act on November 25, 2015.

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. The aggregate fair value of the embedded conversion feature was a liability of $66.2 million on the date of issuance of the Series B Preferred Stock.  At March 31, 2017, March 31, 2016 and December 31, 2016, the fair value of the embedded conversion feature was an asset of $98.7 million, a liability of $65.0 million and an asset of $80.7 million, respectively. Any change in the fair value of the embedded conversion feature will 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. During the year ended December 31, 2016, the fair value of the embedded conversion feature changed by $201.5 million and this change is included as other income in the condensed consolidated statement of operations for the year ended December 31, 2016. During the three months ended March 31, 2017, the fair value of the derivative asset increased by $18.0 million, and during the three months ended March 31, 2016, the fair value of the derivative liability decreased by $55.9 million.  The change in fair value is included as other income or expense, as the case may be, in the condensed consolidated statement of operations for the respective periods.

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. The Exec Grants 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.

v3.7.0.1
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.

v3.7.0.1
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.

v3.7.0.1
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

 

 

v3.7.0.1
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 determination of the fair value as of the reporting date include our stock price as well as assumptions regarding a number of complex and subjective variables. These variables include, but are not limited to, expected stock price volatility over the term of the convertible preferred securities, which we estimated at 50% as of March 31, 2017 and 40% as of December 31, 2016, and risk-free interest rate, which was estimated at 0.85% as of March 31, 2017 and 0.6% as of December 31, 2016. In addition, the model requires the input of an expected probability of occurrence, which we estimated at 90% for March 31, 2017 and 90% as of December 31, 2016, and the timing of a Qualified Acquisition which initiates the mandatory conversion, which we estimated at 6 months from both March 31, 2017 and 6 months from December 31, 2016. The fair value of the embedded conversion feature is revalued each balance sheet date utilizing our model computations with the decrease or increase in fair value being reported in the condensed consolidated statement of operations as unrealized gain or (loss) on change in fair value of derivative - embedded conversion feature, respectively. The primary factors affecting the fair value of the embedded conversion feature are the probability of occurrence and timing of a Qualified Acquisition, our stock price and our stock price volatility. In addition, the use of a model requires the input of subjective assumptions, and changes to these assumptions could provide differing results.

 

Our reported net income 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.

v3.7.0.1
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.

 


 

v3.7.0.1
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 derivative embedded conversion feature of the Series B Preferred Stock is adjusted to its fair value as determined using Level 3 inputs described below under fair value 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): Premium Amortization on Purchased Callable Debt Securities.  The amendments shorten the amortization period for certain callable debt securities held at a premium. 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.

v3.7.0.1
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

 

 

v3.7.0.1
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
from Level 1 to
Level 2

 

 

Transfers
from Level 2
to Level 1

 

 

Transfers
from Level 1 to
Level 2

 

 

Transfers
from Level 2
to Level 1

 

Class of securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Corporate debt securities

$

—  

 

 

$

1,000 

 

 

$

—  

 

 

$

5,737

 

Foreign corporate debt securities

 

—  

 

 

 

—   

 

 

 

—  

 

 

 

5,295

 

Total transfers

$

—  

 

 

$

1,000 

 

 

$

—  

 

 

$

11,032

 

 

v3.7.0.1
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

 

 

v3.7.0.1
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

 

 

v3.7.0.1
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

 

 

v3.7.0.1
The Company and its Subsidiaries - Additional Information (Detail)
3 Months Ended 12 Months Ended
Mar. 31, 2017
Insurers
$ / shares
shares
Dec. 31, 2016
$ / shares
shares
Dec. 31, 2015
shares
May 11, 2015
$ / shares
shares
May 10, 2015
$ / shares
shares
Jan. 05, 2015
shares
Jan. 30, 2014
shares
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%          
v3.7.0.1
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       12.0 3.0 2.0
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.
v3.7.0.1
Insurance Activity - Additional Information (Detail) - USD ($)
$ in Millions
3 Months Ended
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%      
v3.7.0.1
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
v3.7.0.1
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.
v3.7.0.1
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.
v3.7.0.1
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.
v3.7.0.1
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
v3.7.0.1
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
v3.7.0.1
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
v3.7.0.1
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
v3.7.0.1
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
v3.7.0.1
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 2031      
Reserves for uncertain federal income tax positions $ 0      
Income tax interest income, expense or penalties $ 0   $ 0  
Income tax examination, year under examination 2011      
v3.7.0.1
Service Agreements and Related Party Transactions - Additional Information (Detail)
$ / shares in Units, $ in Thousands
3 Months Ended 12 Months Ended
Oct. 14, 2014
Directors
Mar. 31, 2017
USD ($)
$ / shares
shares
Mar. 31, 2016
USD ($)
Dec. 31, 2016
USD ($)
Dec. 31, 2015
USD ($)
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   $ 1.00      
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
v3.7.0.1
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.
v3.7.0.1
Financing Arrangements - Additional Information (Detail) - USD ($)
Mar. 31, 2017
Dec. 31, 2016
Debt Disclosure [Abstract]    
Number of debt financing arrangements in place other than second lien notes 0 0
v3.7.0.1
Capital Stock and Derivative Instruments - Additional Information (Detail) - USD ($)
$ / shares in Units, $ in Thousands
1 Months Ended 3 Months Ended 12 Months Ended
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         $ 10.00              
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. 05, 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.
v3.7.0.1
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  
v3.7.0.1
Capital Stock and Derivative Instruments - Summary of Company's Restricted Stock Award Activity (Detail) - Restricted stock award [Member] - USD ($)
$ / shares in Units, $ in Thousands
3 Months Ended 12 Months Ended
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
v3.7.0.1
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    
v3.7.0.1
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
v3.7.0.1
Pending Litigation - Additional Information (Detail)
Mar. 31, 2017
Litigation
Loss Contingency [Abstract]  
Pending legal proceedings or investigations 0
v3.7.0.1
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
v3.7.0.1
Net Income Per Common Share - Additional Information (Detail)
$ in Millions
3 Months Ended
Mar. 31, 2017
USD ($)
shares
Earnings Per Share [Abstract]  
Dilutive effects from equity instruments | shares 0
Cash would be received upon exercise of warrants | $ $ 84.4
v3.7.0.1
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  
v3.7.0.1
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  
v3.7.0.1
Net Income Per Common Share - Schedule of Potential Dilutive Common Shares (Detail)
3 Months Ended
Mar. 31, 2017
shares
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
v3.7.0.1
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
v3.7.0.1
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.
v3.7.0.1
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
v3.7.0.1
Fair Value Measurement - Additional Information (Detail) - USD ($)
$ / shares in Units, $ in Thousands
3 Months Ended 12 Months Ended
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    
v3.7.0.1
Subsequent Events - Additional Information (Detail)
$ in Millions
May 02, 2017
USD ($)
Distribution from WMMRC to WMIH Deposited in Collateral Account [Member] | Subsequent Event [Member]  
Subsequent Event [Line Items]  
Approved amount for distribution $ 0.8