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Note 1: The Company and its Subsidiaries
WMI Holdings Corp.
WMI Holdings Corp. (“WMIHC”) is a holding company organized and existing under the laws of the State of Washington. WMIHC, formerly known as Washington Mutual, Inc. (“WMI”), is the direct parent of WM Mortgage Reinsurance Company, Inc. (“WMMRC”), a Hawaii corporation, and WMI Investment Corp. (“WMIIC”), a Delaware corporation. As described below, WMIHC is a successor to WMI, as and to the extent described in the Plan (defined below).
Prior to September 26, 2008 (the “Petition Date”), WMI was a multiple savings and loan holding company that owned Washington Mutual Bank (“WMB”) and, indirectly, WMB’s subsidiaries, including Washington Mutual Bank fsb (“FSB”). As of the Petition Date, WMI also owned, directly or indirectly, several non-banking, non-debtor subsidiaries. Prior to the Petition Date, WMI was subject to regulation and examination by the Office of Thrift Supervision (the “OTS”). WMB and FSB, in turn, as depository institutions with federal thrift charters, were subject to regulation and examination by the OTS. In addition, WMI’s banking and non-banking subsidiaries were overseen by various federal and state authorities, including the Federal Deposit Insurance Corporation (“FDIC”).
On September 25, 2008, the OTS, by order number 2008-36, closed WMB, appointed the FDIC as receiver for WMB (the “FDIC Receiver”) and advised that the FDIC Receiver was immediately taking possession of WMB’s assets. Immediately after its appointment as receiver, the FDIC Receiver sold substantially all the assets of WMB, including the stock of FSB, to JPMorgan Chase Bank, National Association (“JPMC”), pursuant to that certain Purchase and Assumption Agreement, Whole Bank, effective September 25, 2008, in exchange for payment of $1.88 billion and the assumption of all of WMB’s deposit liabilities. As a result of this transaction, substantially all of the business and accounting records of WMI became the property of JPMC and WMIHC had extremely limited access to such records. The foregoing notwithstanding, over time, limited access to such records was obtained through information sharing arrangements. Access to WMMRC’s historical records was not significantly affected by WMB’s closure and receivership.
On the Petition Date, WMI and WMIIC (together, referred to herein as the “Debtors”) each filed voluntary petitions for relief under Chapter 11 of Title 11 of the United States Code in the Bankruptcy Court for the District of Delaware (the “Court”) (Case No.08-12229 (MFW)).
On December 12, 2011, the Debtors filed with the Court the Seventh Amended Joint Plan of Affiliated Debtors Pursuant to Chapter 11 of the United States Bankruptcy Code (the “Filed Plan”) and a related disclosure statement. The Filed Plan was subsequently modified and, on February 24, 2012, the Court entered an order (the “Confirmation Order”) confirming the Filed Plan as modified by such modifications (the “Plan”). On March 19, 2012 (the “Effective Date”), the Plan became effective and we emerged from bankruptcy with a new Board of Directors and certain new officers.
In connection with the Plan becoming effective, among other things:
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approximately $6.5 billion was distributed to parties-in-interest on account of their allowed claims; |
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WMIHC received $75.0 million in cash from certain creditors; |
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WMIHC obtained access to a $125.0 million senior credit facility, approximately $25.0 million of which can be used for working capital and $100.0 million of which can be utilized in addition to the amount available for working capital for certain acquisitions and originations, subject to certain criteria and conditions set forth in the Financing Agreement (see Note 9: Financing Arrangements); |
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WMIHC issued: (a) $110.0 million aggregate principal amount of its 13% Senior First Lien Notes due 2030 (the “First Lien Notes”) under an indenture, dated as of March 19, 2012 (the “First Lien Indenture”), between WMIHC and Wilmington Trust, National Association, as Trustee; and (b) $20.0 million aggregate principal amount of its 13% Senior Second Lien Notes due 2030 (the “Second Lien Notes” and, together with the First Lien Notes, the “Runoff Notes”) under an indenture, dated as of March 19, 2012 (the “Second Lien Indenture” and, together with the First Lien Indenture, the “Indentures”), between WMIHC and Law Debenture Trust Company of New York, as Trustee; and with limited exceptions the Runoff Notes are solely payable from Runoff Proceeds Distributions (as defined in the Indentures) received by WMIHC from WMMRC, and therefore are generally nonrecourse to WMIHC (see Note 8: Notes Payable); |
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WMIHC issued 200,000,000 shares of common stock, of which 194,670,501 shares were issued to new WMIHC shareholders and 5,329,499 shares of common stock were issued and deposited into a Disputed Equity Escrow (as defined in the Plan); and |
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based on our analysis, we believe WMIHC experienced an ownership change under Section 382 of the Internal Revenue Code (the “Code”). Prior to emergence, WMI abandoned the stock of WMB, thereby generating a worthless stock deduction of approximately $8.37 billion, which gives rise to a net operating loss (“NOL”) carry forward for the year ended December 31, 2012. We believe that the total available and utilizable NOL carry forward at December 31, 2014 was approximately $6.00 billion and at December 31, 2014 we believe that there was no limit under Section 382 of the Code on the use of these NOLs (see Note 6: Income Taxes). |
Upon emergence from bankruptcy on March 19, 2012, we had limited operations other than WMMRC’s legacy reinsurance business which is being operated in runoff and has not written any new business since September 26, 2008.
WMIHC is authorized to issue up to 500,000,000 shares of common stock, and up to 5,000,000 shares of preferred stock (in one or more series), in each case with a par value of $0.00001 per share. On the Effective Date of the Plan and pursuant to its terms, WMIHC issued 200,000,000 shares of common stock, with 194,670,501 shares issued to WMIHC’s new shareholders and 5,329,499 shares issued and deposited into the Disputed Equity Escrow. As of December 31, 2014, 2,921,555 shares of common stock remain on deposit in the Disputed Equity Escrow. As of December 31, 2014, 202,343,245 shares of WMIHC’s common stock were issued and outstanding. On January 30, 2014, 1,000,000 shares of WMIHC’s preferred stock were issued in conjunction with the KKR Transaction, described in Note 8: Financing Arrangements, and remain outstanding as of December 31, 2014.
WMMRC
WMMRC is a wholly-owned subsidiary of WMIHC. Prior to August 2008 (at which time WMMRC became a direct subsidiary of WMI), WMMRC was a wholly-owned subsidiary of FA Out-of-State Holdings, Inc., a second-tier subsidiary of WMB and third-tier subsidiary of WMI. WMMRC is a pure captive insurance company domiciled in the State of Hawaii. WMMRC was incorporated on February 25, 2000, and received a Certificate of Authority, dated March 2, 2000, from the Insurance Commissioner of the State of Hawaii.
WMMRC was originally organized to reinsure private mortgage insurance risk for seven primary mortgage insurers then offering private mortgage insurance on loans originated or purchased by former subsidiaries of WMI. The seven primary mortgage insurers are United Guaranty Residential Insurance Company (“UGRIC”), Genworth Mortgage Insurance Corporation (“GMIC”), Mortgage Guaranty Insurance Corporation (“MGIC”), PMI Mortgage Insurance Company (“PMI”), Radian Guaranty Incorporated (“Radian”), Republic Mortgage Insurance Company (“RMIC”) and Triad Guaranty Insurance Company (“Triad”).
Due to the then deteriorating performance in the mortgage guarantee markets and the closure and receivership of WMB, the reinsurance agreements with each of the primary mortgage insurers were terminated or placed into runoff during 2008. The agreements with UGRIC and Triad were placed into runoff effective May 31, 2008. The agreements with all other primary mortgage insurers were placed into runoff effective September 26, 2008. As a result, effective September 26, 2008, WMMRC ceased assuming new mortgage risks from the primary carriers. Consequently, WMMRC’s continuing operations consist solely of the runoff of coverage associated with mortgages placed with the primary mortgage carriers prior to September 26, 2008. In runoff, an insurer generally writes no new business but continues to service its obligations under in force policies and otherwise continues as a licensed insurer. Management does not believe any additional adjustments to the carrying values of assets and liabilities which were recorded at fair market value as a result of fresh start accounting as of March 19, 2012 are required as a result of WMMRC’s runoff status. The reinsurance agreements with Triad, PMI, and UGRIC were commuted on August 31, 2009, October 2, 2012 and April 3, 2014, respectively.
WMIIC
WMIIC does not currently have any operations and is fully eliminated upon consolidation. Prior to September 26, 2008, WMIIC held a variety of securities and investments; however, such securities and investments were liquidated and the value thereof distributed in connection with implementing the Plan.
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Note 2: Significant Accounting Policies
Basis of Presentation
During the bankruptcy, WMI adopted so-called “Modified Exchange Act Reporting” under the Securities and Exchange Commission (the “SEC”) Staff’s Legal Bulletin No. 2 (“SLB 2”). Following the Effective Date, WMIHC continues to rely upon the guidance set forth in SLB 2 and we filed as of the Effective Date a Form 8-K pertaining to emergence from bankruptcy and subsequently filed a Form 8-K/A, which included WMIHC’s audited balance sheet as of the Effective Date. As provided under the SLB 2 Modified Exchange Act Reporting framework, WMIHC resumed filing periodic reports under the Exchange Act for all periods after the Effective Date of the Plan. Subsequent to the Effective Date, we have timely filed our Exchange Act periodic reports.
In connection with the foregoing, as of March 19, 2012, the Company adopted fresh start accounting in accordance with Accounting Standards Codification (“ASC”) 852-10, Reorganizations (as described in Note 3: Fresh Start Accounting). The adoption of fresh start accounting resulted in the Company becoming a new entity for financial reporting purposes. Accordingly, the financial statements prior to March 19, 2012 are not comparable with the financial statements on or after March 19, 2012. Reference to “Successor” refers to the Company on or after the emergence from bankruptcy on March 19, 2012. Reference to “Predecessor” refers to WMMRC prior to the adoption of fresh start accounting and the emergence from bankruptcy.
The accompanying consolidated financial statements have been prepared pursuant to the SEC’s rules and regulations and, as discussed, also under SLB 2. Certain information and footnote disclosures normally included in the financial statements and prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations; however, the Company believes that the disclosures included are adequate.
All significant intercompany transactions and balances have been eliminated in preparing the consolidated financial statements.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Management has made significant estimates in certain areas, including valuing certain financial instruments and other assets, the determination of the contingent risk liabilities, and in determining appropriate insurance reserves. Actual results could differ substantially from those estimates.
Fair Value of Certain Financial Instruments
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Generally, for assets that are reported at fair value, the Company uses quoted market prices or valuation models to estimate their fair value. These models incorporate inputs such as forward yield curves, market volatilities and pricing spreads, utilizing market-based inputs where readily available. The degree of management judgment involved in estimating the fair value of a financial instrument or other asset is dependent upon the availability of quoted market prices or observable market inputs. For financial instruments that are actively traded in the marketplace or whose values are based on readily available market value data, little judgment is necessary when estimating the instrument’s fair value. When observable market prices and data are not readily available, significant management judgment often is necessary to estimate fair value. In those cases, different assumptions could result in significant changes in valuation.
The Company classifies certain fixed-maturity investments as trading securities, which are recorded at fair value. The remaining fixed-maturity investments treated as “hold-to-maturity” investments are recorded at amortized cost which, in the case of much of our investment holdings, approximates fair value. As such, changes in unrealized gains and losses on investments held at the balance sheet date are recognized and reported as a component of net investment income on the statement of operations. The Company believes fair value provides better matching of investment earnings to potential cash flow generated from the investment portfolio and reduces subjectivity related to evaluating other-than-temporary impairment on the Company’s investment portfolio. In December 2014, WMIHC liquidated all its fixed-maturity securities in conjunction with the closing of the Series B Preferred Stock Financing. The Company received proceeds of approximately $12.6 million and recognized a nominal gain.
The carrying value of cash and cash equivalents, restricted cash, accounts payable and accrued liabilities approximates their fair value because of their short term nature.
The carrying value of notes payable approximates fair value based on time to maturity, underlying collateral, and prevailing interest rates.
Fair Value Option
The Company has recorded a liability related to a loss contract fair market value reserve (the “Reserve”) and applies Financial Accounting Standards Board (“FASB”) Fair Value Option accounting guidance to this liability. The Reserve was initially established in compliance with Accounting Standards Codification (“ASC”) 805-10-55-21(b)(1) which defines a loss contract as a “contract in which the unavoidable costs of meeting the obligations under the contract exceed the economic benefits expected to be received under it.” The Company recorded this Reserve to properly value the net economic value of the WMMRC subsidiary as further described in Note 3: Fresh Start Accounting. At each reporting date, the Company reassesses the loss contract reserve which may result in a change to this line item in the balance sheet and a corresponding contra-expense which is reflected in the statement of operations. Accordingly, any changes in the loss contract reserve at the balance sheet date are recognized and reported within the loss contract reserve fair market value change in the statement of operations. The Company believes Fair Value Option accounting provides better matching of earnings to potential cash flow generated from the WMMRC operating business.
Fair Value Measurement
The Company’s estimates of fair value for financial assets and financial liabilities are based on the framework established in the FASB Fair Value Measurements and Disclosures accounting guidance. The framework is based on the inputs used in valuation and requires that observable inputs be used in the valuations when available. The disclosure of fair value estimates in the fair value accounting guidance hierarchy is based on whether the significant inputs into the valuation are observable. In determining the level of the hierarchy in which the estimate is disclosed, the highest priority is given to unadjusted quoted prices in active markets and the lowest priority to unobservable inputs that reflect the Company’s significant market assumptions.
The three levels of the hierarchy are as follows:
Level 1—Inputs to the valuation methodology are quoted prices for identical assets or liabilities traded in active markets.
Level 2—Inputs to the valuation methodology include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability and market corroborated inputs.
Level 3—Valuations based on models where significant inputs are not observable. The unobservable inputs reflect the Company’s own assumptions about the inputs that market participants would use.
Fair values are based on quoted market prices when available (Level 1). The Company receives the quoted market prices from a third party, nationally recognized pricing service. When market prices are not available, the Company utilizes a pricing service to determine an estimate of fair value. The fair value is generally estimated using current market inputs for similar financial instruments with comparable terms and credit quality, commonly referred to as matrix pricing (Level 2). These valuation techniques involve some level of management estimation and judgment. The Company recognizes transfers between levels in the fair value hierarchy at the end of the reporting period.
Fixed-Maturity Securities
Fixed-maturity securities consist of U.S. Treasury securities, obligations of U.S. government sponsored agencies, commercial paper, commercial mortgage-backed securities, corporate debt securities 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 4: Insurance Activity. Investments in fixed-maturity securities are reported at their estimated fair values or amortized cost (as the case may be) and are classified as trading securities in accordance with applicable accounting guidance. Realized gains and losses on the sale of fixed-maturity securities are determined using the specific identification method and are reported as a component of net investment income within the statement of operations.
Cash Equivalents and Investments Held in Trust
Cash equivalents, which include highly liquid overnight money market instruments, and fixed-maturity securities are held in trust for the benefit of the primary insurers as more fully described in Note 3: Fresh Start Accounting, and Note 4: Insurance Activity and the following information regarding restrictions on distribution of net assets of subsidiaries.
Third Party Restrictions on Distribution of Net Assets of Wholly-Owned Subsidiaries
The net assets of WMMRC are subject to restrictions from distribution from multiple sources including the primary insurers who have approval control of distribution from the trust, the Insurance Commissioner of the State of Hawaii who has approval control prior to distributions or intercompany advances, and additional restrictions as described in Note 8: Notes Payable.
Premium Recognition
Premiums assumed are earned on a daily pro-rata basis over the underlying policy terms. Premiums assumed relating to the unexpired portion of policies in force at the balance sheet date are recorded as unearned premiums. Unearned premiums also include a reserve for post default premium reserves. Post default premium reserves occur when a loan is in a default position and the servicer continues to advance the premiums. If the loan ultimately goes to claim, the premiums advanced during the period of default are subject to recapture. The Company records a default premium reserve based on information provided by the underlying mortgage insurers when they provide information on the default premium reserve separately from other reserves. The change in the default premium reserve is reflected as a reduction or increase, as the case may be, in premiums assumed. The Company has recorded unearned premiums totaling $1.1 million and $1.4 million as of December 31, 2014 and December 31, 2013, respectively.
The Company recognizes premium deficiencies when there is a probable loss on an insurance contract. Premium deficiencies are recognized if the sum of the present value of expected losses and loss adjustment expenses, unamortized deferred acquisition costs, and maintenance costs exceed unearned premiums and anticipated investment income. Premium deficiency reserves have been recorded totaling $2.3 million and $2.4 million as of December 31, 2014 and December 31, 2013, respectively.
The Company’s premium deficiency analysis was performed on a single book basis and includes all book years and reinsurance treaties aggregated together using assumptions based on the actuarial best estimates at the balance sheet date. The calculation for premium deficiency requires significant judgment and includes estimates of future expected premiums, claims, loss adjustment expenses and investment income as of the balance sheet date. To the extent ultimate losses are higher or premiums are lower than estimated, additional premium deficiency reserves may be required in the future.
Cash and Cash Equivalents
Cash and cash equivalents include cash on hand, amounts due from banks, U.S. Treasury bills and overnight investments. Except as described above in Cash Equivalents and Investments Held in Trust, the Company considers all amounts that are invested in highly liquid over-night money market instruments to be cash equivalents. The FDIC insures amounts on deposit with each financial institution up to limits as prescribed by law. The Company may hold funds with financial institutions in excess of the FDIC insured amount, however, the Company has not experienced any losses in such accounts and management believes it is not exposed to any significant credit risk on cash and cash equivalents.
Restricted Cash
Restricted cash consists of amounts held for the express purposes of paying principal, interest and related fees on the Runoff Notes pursuant to the terms of the Indentures.
Ceding Commission Expense
The Company is required to pay a ceding commission to certain primary insurers pursuant to certain reinsurance agreements.
Losses and Loss Adjustment Reserves
The losses and loss adjustment reserve includes case basis estimates of reported losses and supplemental amounts for incurred but not reported losses (“IBNR”). A default is considered the incident (e.g., the failure to make timely payment of mortgage payments) that may give rise to a claim for mortgage insurance. In establishing the losses and loss adjustment reserve, the Company utilizes the findings of an independent consulting actuary. The consulting actuary estimates ultimate loss rates based upon industry data and claims and exposure data provided by the primary mortgage insurance carriers and assumptions of prepayment speed relative to loans reinsured by the Company. The fully developed ultimate loss rates are then applied to cumulative earned premium and reduced for cumulative losses and loss adjustment expenses paid to arrive at the liability for unpaid losses and loss adjustment expenses. Actuarial methods utilized by the consulting actuary to derive the ultimate loss rates, include the loss development method, simulated loss development method, Bornhuetter-Ferguson method and simulated Bornhuetter-Ferguson method on a paid and incurred basis. Due to the current condition of the mortgage insurance market, WMMRC has recorded reserves at the higher of (x) reserves estimated by the consulting actuary for each primary mortgage guaranty carrier and (y) ceded case reserves and IBNR levels reported by the primary mortgage guaranty carriers as of December 31, 2014 and December 31, 2013, respectively. Management believes that the recorded aggregate liability for unpaid losses and loss adjustment expenses at period end represents the Company’s best estimate, based upon the available data, of the amount necessary to cover the current cost of losses. However, due to the inherent uncertainty arising from fluctuations in the persistency rate of mortgage insurance claims, the Company’s size and lack of prior operating history, external factors such as future changes in regional or national economic conditions, judicial decisions, federal and state legislation related to mortgage restructuring and foreclosure restrictions, claims denials and coverage rescissions by primary carriers and other factors beyond the Company’s control, it is not presently possible to determine whether actual loss experience will conform to the assumptions used in determining the estimated amounts for such liability at the balance sheet date. Accordingly, the ultimate liability could be significantly higher or lower, as the case may be, of the amount indicated in the financial statements and there can be no assurance that the reserve amounts recorded will be sufficient. As adjustments to these estimates become necessary, such adjustments are reflected in current operations.
Loss Contract Fair Market Value Reserves
A loss contract fair market value reserve relating to contractual obligations of WMMRC was established at March 19, 2012 as a result of applying fresh start accounting (more fully described in Note 3: Fresh Start Accounting) and in compliance with ASC 805-10-55-21(b)(1) which defines a loss contract as a “contract in which the unavoidable costs of meeting the obligations under the contract exceed the economic benefits expected to be received under it.” The fair market value of this reserve is analyzed quarterly and is adjusted accordingly. This adjustment to the reserve produces an expense or contra-expense in the statement of operations.
Fresh Start Accounting
The Company adopted fresh start accounting in accordance with ASC 852 (Reorganizations) (“ASC 852”). See Note 3: Fresh Start Accounting for a description of the Company’s application of this standard.
Comprehensive Income (Loss)
The Company has no comprehensive income (loss) other than the net income (loss) disclosed in the consolidated statement of operations.
Net (Loss) Income Per Common Share
Basic earnings (loss) per common share is computed by dividing net income (loss) applicable to the Company’s common shareholders by the weighted average number of common shares outstanding for the period after subtracting the weighted average of any unvested restricted shares outstanding, as these are subject to repurchase. Diluted earnings (loss) per common share is computed by dividing net income (loss) applicable to the Company’s common shareholders by the weighted average number of common shares outstanding during the period and the effect of all dilutive common stock equivalents (of which we had zero prior to January 30, 2014). If common share equivalents exist, in periods where there is a net loss, diluted loss per common share would be equal to or less than basic loss per common share, since the effect of including any common share equivalents would be antidilutive.
Equity-Based Compensation
On May 22, 2012, WMIHC’s Board of Directors approved the Company’s 2012 Long-Term Incentive Plan (the “2012 Plan”) to award restricted stock to its non-employee directors and to have a plan in place for awards to executives and others in connection with the Company’s operations and future strategic plans. A total of 2 million shares of common stock were initially reserved for future issuance under the Plan, which became effective upon the Board approval on May 22, 2012. On February 10, 2014, the Board approved and adopted a First Amendment to the 2012 Plan, pursuant to which the number of shares of WMIHC’s common stock reserved and available for grants under the 2012 Plan was increased from 2 million shares to 3 million shares, and that modified the terms under which the 2012 Plan may be amended to permit such an increase through action of the Board except when shareholder approval is necessary to comply with any applicable law, regulation or rule of any stock exchange on which WMIHC’s shares are listed, quoted or traded. The 2012 Plan provides for the granting of restricted shares and other cash and share based awards. The value of restricted stock is determined using the fair market value of the shares on the issuance date.
Income Taxes
The Company follows the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for the future income tax consequences attributable to differences between the carrying amounts and tax bases of assets and liabilities and losses carried forward and tax credits. Deferred tax assets and liabilities are measured using enacted tax rates and laws applicable to the years in which the differences are expected to reverse. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is provided to the extent that it is more likely than not that deferred tax assets will not be realized.
The Company recognizes the financial statement effects of a tax position when it is more likely than not, based on the technical merits, that the position will be sustained upon examination. Penalties and interest, of which there are none, would be reflected in income tax expense. Tax years are open to the extent the Company has net operating loss carry-forwards available to be utilized currently.
Reclassification
Certain prior year balances have been reclassified to conform with the basis of presentation used as of December 31, 2014.
Dividend Policy
WMIHC has paid no dividends on or after the Effective Date and currently has no plans to pay a dividend. The Financing Agreement and the Note Purchase Agreement (as such are defined in Note 9: Financing Arrangements) include restrictions related to the payment of dividends.
New Accounting Pronouncements
The Company has reviewed recently issued standards and determined that none have relevance to its current operations or have any material impact on the Company’s consolidated financial position, results of operations or disclosure requirements.
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Note 3: Fresh Start Accounting
Under ASC 852, the application of fresh start accounting results in the allocation of reorganization value to the fair value of assets, and is required when (a) the reorganization value of assets immediately prior to confirmation of a plan of reorganization is less than the total of all post-petition liabilities and allowed claims and (b) the holders of voting shares immediately prior to the confirmation of the plan of reorganization receive less than 50 percent of the voting shares of the emerging entity. The Company adopted fresh start accounting as of the Effective Date, which represents the date on which all material conditions precedent to the effectiveness of the Plan were satisfied or waived. As of the Effective Date, the Company believes that it satisfied both of the aforementioned conditions.
The Company’s reorganization value (“Equity Value”), upon emergence from bankruptcy, was determined to be $76.6 million, which represents management’s best estimate of fair value based on a calculation of the present value of the Company’s consolidated assets and liabilities as at March 19, 2012. As part of our fresh start reporting, we applied various valuation methodologies to calculate the reorganization value of the Successor. These methods included (a) the comparable company analysis, (b) the precedent transactions analysis and (c) the discounted cash flow analysis. The application of these methodologies requires certain key estimates, judgments and assumptions, including financial projections, the amount of cash available to fund operations and current market conditions. Such projections, judgments and assumptions are inherently subject to significant uncertainties and there can be no assurance that such estimates, assumptions and projections reflected in the valuation will be realized and actual results may vary materially.
A significant difference exists between the Equity Value determined by management and the value determined by the Court in an opinion dated September 13, 2011 in which the Court expressed its view with respect to the Company’s value (including the value of the NOLs). While the NOL asset has been recorded on the Company’s opening balance sheet at the value assigned by the Court, management also has recorded a full valuation allowance relative to these assets. The valuation allowance was determined to be necessary as management is unable to identify potential earnings from its existing operations and assets which would allow the Company to benefit from the utilization of these NOLs now or in the future. In the event that earnings are recognized in future periods, the availability of NOLs could result in additional value to the shareholders. The utilization of NOLs may be subject to significant additional limits. See Note 6: Income Taxes for additional detail. No cash will be used for Plan-related liabilities as WMIHC is not liable for pre-petition claims under the terms of the Plan and the estimated minimum level of cash required for ongoing reserves was deducted from total projected cash to arrive at the amount of remaining or available cash. The Effective Date Equity Value of $76.6 million is intended to reflect a value that a willing buyer would pay for the Company’s assets immediately after emerging from bankruptcy.
The value of a business is subject to uncertainties and contingencies that are difficult to predict and will fluctuate with changes in factors affecting the prospects of such a business. As a result, the estimates set forth herein are not necessarily indicative of actual outcomes, which may be significantly more or less favorable than those set forth herein. These estimates assume that the Company will continue as the owner and operator of these businesses and related assets and that such businesses and assets will be operated in accordance with WMMRC’s historical business practices, which is the basis for financial projections. The financial projections are based on projected market conditions and other estimates and assumptions including, but not limited to, general business, economic, competitive, regulatory, market and financial conditions, all of which are difficult to predict and generally beyond the Company’s control. Depending on the actual results of such factors, operations or changes in financial markets, these valuation estimates may differ significantly from that disclosed herein.
The Company’s Equity Value was first allocated to its tangible assets and identifiable intangible assets and the excess (if any) of reorganization value over the fair value of tangible and identifiable intangible assets would be recorded as goodwill. Liabilities existing as of the Effective Date, other than deferred taxes, were recorded at the present value of amounts expected to be paid using appropriate risk adjusted interest rates. The only intangible asset identified related to reinsurance contracts which were held by WMMRC. The contracts were evaluated to determine whether the value attributable to such contracts was either above market or in a loss contract position. After taking such evaluation into consideration, a loss contract fair market value reserve totaling $63.1 million was recorded. WMMRC’s deferred taxes were determined in conformity with applicable income tax accounting standards.
Material differences, including with respect to its business operations, financial performance, asset size and other factors, exist with respect to the pre-petition operations and financial position of WMI and its subsidiaries as compared with the post-emergence operations and financial position of the Company. In order to address such differences, in preparing these and future financial statements, management has concluded that it is appropriate to use the financial information of the Company’s wholly-owned subsidiary, WMMRC as the basis for its past and ongoing financial reporting. Information in these financial statements labeled as “Predecessor” refers to periods prior to the adoption of fresh start reporting, while those labeled as “Successor” refer to periods following the Company’s reorganization and emergence from bankruptcy.
Adjustments recorded to the Predecessor, after giving effect to the implementation of the Plan and to record assets and liabilities at fair value pursuant to the adoption of fresh start accounting are summarized below:
(dollars in thousands except per share amounts) |
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Predecessor |
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Reorganization |
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Fair Value |
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Successor |
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ASSETS |
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Investments held in trust, at fair value: |
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fixed-maturity securities |
|
$ |
303,169 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
303,169 |
|
Cash equivalents held in trust |
|
|
26,249 |
|
|
|
— |
|
|
|
— |
|
|
|
26,249 |
|
Total investments held in trust |
|
|
329,418 |
|
|
|
— |
|
|
|
— |
|
|
|
329,418 |
|
Cash and cash equivalents |
|
|
7,014 |
|
|
|
75,000 |
(c) |
|
|
— |
|
|
|
82,014 |
|
Fixed-maturity securities, at fair value |
|
|
6,049 |
|
|
|
— |
|
|
|
— |
|
|
|
6,049 |
|
Accrued investment income |
|
|
2,313 |
|
|
|
— |
|
|
|
— |
|
|
|
2,313 |
|
Other assets |
|
|
3,389 |
|
|
|
210,000 |
(d) |
|
|
(210,000 |
)(i) |
|
|
3,389 |
|
Total assets |
|
$ |
348,183 |
|
|
$ |
285,000 |
|
|
$ |
(210,000 |
) |
|
$ |
423,183 |
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LIABILITIES AND SHAREHOLDERS’ EQUITY |
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Liabilities: |
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Notes payable—principal |
|
$ |
— |
|
|
$ |
130,000 |
(e) |
|
$ |
— |
|
|
$ |
130,000 |
|
Losses and loss adjustment reserves |
|
|
141,010 |
|
|
|
— |
|
|
|
— |
|
|
|
141,010 |
|
Losses payable |
|
|
7,585 |
|
|
|
— |
|
|
|
— |
|
|
|
7,585 |
|
Unearned premiums |
|
|
409 |
|
|
|
— |
|
|
|
— |
|
|
|
409 |
|
Accrued ceding commissions |
|
|
466 |
|
|
|
— |
|
|
|
— |
|
|
|
466 |
|
Loss contract fair market value reserve |
|
|
— |
|
|
|
— |
|
|
|
63,064 |
(j) |
|
|
63,064 |
|
Other liabilities |
|
|
27,156 |
|
|
|
(23,109 |
)(f) |
|
|
2 |
(f) |
|
|
4,049 |
|
Total liabilities |
|
|
176,626 |
|
|
|
106,891 |
|
|
|
63,066 |
|
|
|
346,583 |
|
Shareholders’ equity: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock, $.00001 par value; 500,000,000 authorized, 200,000,000 shares issued and outstanding |
|
|
— |
|
|
|
2 |
(g) |
|
|
— |
|
|
|
2 |
|
Common stock, $1 par value, 1,000 shares issued and outstanding |
|
|
1 |
|
|
|
— |
|
|
|
(1 |
)(k) |
|
|
— |
|
Additional paid-in capital (Predecessor) |
|
|
69,879 |
|
|
|
— |
|
|
|
(69,879 |
)(l) |
|
|
— |
|
Additional paid-in capital (Successor) |
|
|
— |
|
|
|
154,998 |
(g) |
|
|
(78,400 |
)(m) |
|
|
76,598 |
|
Retained earnings |
|
|
101,677 |
|
|
|
23,109 |
(h) |
|
|
(124,786 |
)(n) |
|
|
— |
|
Total shareholders’ equity |
|
|
171,557 |
|
|
|
178,109 |
|
|
|
(273,066 |
) |
|
|
76,600 |
|
Total liabilities and shareholders’ equity |
|
$ |
348,183 |
|
|
$ |
285,000 |
|
|
$ |
(210,000 |
) |
|
$ |
423,183 |
|
The following notes relate to the table above and should be read in conjunction with the information in such table.
(a) |
These adjustments are necessary to give effect to the Plan, including the receipt of cash proceeds associated with the contribution of cash from certain creditors, issuance of debt securities, issuance of 200 million shares of common stock and other transactions as contemplated under the Plan. |
(b) |
These adjustments are necessary to reflect assets and liabilities at fair value and elimination of Predecessor equity. The primary operating business of the Successor is the WMMRC subsidiary which has a net asset value higher than its Fair Market Value (“FMV”). |
(c) |
This adjustment reflects $75 million of cash contributed to the Company on the Effective Date by certain creditors. |
(d) |
This adjustment reflects the Court’s valuation of WMMRC of $140 million and additional value attributable to the NOLs. These items have been adjusted to FMV as part of the application of Fresh Start Accounting. The Court’s valuation is presented solely for information purposes, however, because management does not believe that the Court’s valuation necessarily reflects the actual or FMV of the Company’s assets and liabilities under GAAP. This adjustment is eliminated as described in (i) below. |
(e) |
This adjustment reflects the issuance of $130 million of Runoff Notes as described in Note 8: Notes Payable below. |
(f) |
This adjustment reflects eliminating an intercompany payable occurring from carve-out allocated costs related to historic charges allocated as if services had been performed and charged to the Predecessor in accordance with Staff Accounting Bulletin (“SAB”) Topic 1B and 1B1. The methodology for these charges is based on applying the current contractual relationships described in Note 7: Service Agreements and Related Party Transactions as if they had been in place since the formation of WMMRC. The impact on historic earnings is described in (h) below. Additionally, this eliminates the offsetting intercompany amount created when Predecessor common stock is eliminated. |
(g) |
This adjustment reflects the calculated value of the 200 million shares of common stock issued before adjusting for FMV as a result of Fresh Start Accounting. This amount results from the use of the Court-assigned (non-GAAP) values attributed to assets and liabilities which are then utilized in calculating the resulting balance attributable to equity. The common stock is recorded at par value calculated as 200 million shares at a par value of $0.00001 per share. The remainder of the value is then attributed to additional paid-in capital. |
(h) |
This adjustment increases the retained earnings of the Predecessor due to the elimination of the carve-out costs which decreased historic earnings of the Predecessor. The resulting intercompany payable is described in (f) above. These costs and the related retained earnings are eliminated as the costs were allocated in accordance with SAB Topics 1B and 1B1 and would have eliminated in consolidation. |
(i) |
This adjustment reflects the elimination of the Court assigned values described in (d) above. There has been no goodwill recorded as a result of this transaction. WMMRC is reported as the Predecessor and therefore is carried at FMV in individual line items. Management believes that the Court’s valuation was inconsistent with GAAP and such information related to such valuation is being presented here for informational purposes only. Therefore, elimination is required to present the opening balance sheet in accordance with GAAP. |
(j) |
This adjustment is required to reflect a loss contract fair market value reserve of $63.1 million relating to contractual obligations of WMMRC. This is in compliance with ASC 805-10-55-21(b)(1) which defines a loss contract as a “contract in which the unavoidable costs of meeting the obligations under the contract exceed the economic benefits expected to be received under it.” The net assets or equity value of WMMRC totaled $171.6 million prior to reorganization and fair value adjustments. The elimination of the costs and intercompany payable allocated to the predecessor in accordance with SAB Topic 1B and 1B1 and described in (f) above increase the equity value to $194.7 million. The value of WMMRC was reduced by $63.1 million based upon the FMV analysis described above. |
Predecessor retained earnings |
|
$ |
101,677 |
|
Adjustment for carve-out allocations |
|
|
23,109 |
|
Predecessor adjusted retained earnings |
|
|
124,786 |
|
Predecessor additional paid-in capital |
|
|
69,879 |
|
Predecessor common stock eliminated in consolidation |
|
|
(1 |
) |
Predecessor equity value |
|
|
194,664 |
|
Fair market value of WMMRC |
|
|
131,600 |
|
Loss contract fair market reserve allowance |
|
$ |
63,064 |
|
(k) |
This adjustment reflects the elimination of common stock of the Predecessor. |
(l) |
This adjustment reflects the elimination of additional paid-in capital of the Predecessor. |
(m) |
This adjustment reflects the reduction of equity value resulting from Fresh Start Accounting. It is comprised of a reduction (relative to Court assigned FMV) in WMMRC’s FMV totaling $8.4 million and the elimination of the Court assigned value of $70 million related to NOLs. Although the Company has substantial NOLs they are subject to a 100 percent valuation allowance as described in Note 6: Income Taxes, and there can be no assurance the Company will be able to realize any benefit from the NOLs. |
Fair market value of WMMRC (Court assigned) |
|
$ |
140,000 |
|
Fair market value of WMMRC |
|
|
131,600 |
|
Fair market value reduction |
|
|
8,400 |
|
Elimination of Court assigned value related to NOLs |
|
|
70,000 |
|
Total change in fair market value affecting Equity Value |
|
$ |
78,400 |
|
Court assigned Equity Value recorded as additional paid-in capital |
|
$ |
154,998 |
|
Total change in fair market value affecting Equity Value |
|
|
78,400 |
|
Additional paid-in capital at March 19, 2012 |
|
$ |
76,598 |
|
(n) |
This adjustment reflects the elimination of adjusted retained earnings of the Predecessor. |
Predecessor retained earnings |
|
$ |
101,677 |
|
Adjustment for carve-out allocations |
|
|
23,109 |
|
Predecessor adjusted retained earnings |
|
$ |
124,786 |
|
|
Note 4: 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 WMMRC and the primary mortgage insurers are on an excess of loss basis, except for certain reinsurance treaties with GMIC and Radian during 2007 and 2008, which are reinsured on a 50 percent quota share basis. Pursuant to the excess of loss reinsurance treaties, WMMRC reinsures a second loss layer which ranges from 5 percent to 10 percent of the risk in force in excess of the primary mortgage insurer’s first loss percentages which range from 4 percent to 5 percent. Each calendar year, or book year, is treated separately from other years when calculating losses. In return for accepting a portion of the risk, WMMRC receives, net of ceding commission, a percentage of the premium that ranges from 25 to 40 percent.
As security for the ceding insurers, WMMRC has entered into separate trust agreements with each of the primary mortgage insurance companies whereby a portion of the funds from premiums assumed are held in trust accounts for the benefit of each separate insurer. Pursuant to the terms of the reinsurance agreements, WMMRC is required to keep such assets in trust for a minimum of five (5) years and is subject to claims for up to ten (10) years from termination of obligations arising from the last year in which insurance business was written prior to runoff. Release of funds from the trust by WMMRC requires approval from the primary mortgage guaranty companies.
Premiums assumed and earned are as follows for the periods ended December 31, 2014, 2013 and 2012, respectively:
|
Successor |
|
|
|
Predecessor |
|
||||||||||
|
Year ended |
|
|
Year ended |
|
|
Period from March 20 through |
|
|
|
Period from January 1, 2012 through |
|
||||
|
December 31, |
|
|
December 31, |
|
|
December 31, |
|
|
|
March 19, |
|
||||
|
2014 |
|
|
2013 |
|
|
2012 |
|
|
|
2012 |
|
||||
Premiums assumed |
$ |
6,869 |
|
|
$ |
12,115 |
|
|
$ |
14,210 |
|
|
|
$ |
6,130 |
|
Change in unearned premiums |
|
300 |
|
|
|
(1,169 |
) |
|
|
184 |
|
|
|
|
47 |
|
Premiums earned |
$ |
7,169 |
|
|
$ |
10,946 |
|
|
$ |
14,394 |
|
|
|
$ |
6,177 |
|
The components of the liability for losses and loss adjustment reserves are as follows as of December 31, 2014, 2013 and 2012, respectively:
|
December 31, |
|
|
December 31, |
|
|
December 31, |
|
|||
|
2014 |
|
|
2013 |
|
|
2012 |
|
|||
Case-basis reserves |
$ |
16,538 |
|
|
$ |
41,159 |
|
|
$ |
66,173 |
|
IBNR reserves |
|
110 |
|
|
|
713 |
|
|
|
1,298 |
|
Premium deficiency reserves |
|
2,299 |
|
|
|
2,442 |
|
|
|
15,053 |
|
Total losses and loss adjustment reserves |
$ |
18,947 |
|
|
$ |
44,314 |
|
|
$ |
82,524 |
|
Losses and loss adjustment reserve activity are as follows for the years ended December 31, 2014, 2013 and 2012, respectively:
|
December 31, |
|
|
December 31, |
|
|
December 31, |
|
|||
|
2014 |
|
|
2013 |
|
|
2012 |
|
|||
Balance at beginning of period |
$ |
44,314 |
|
|
$ |
82,524 |
|
|
$ |
142,119 |
|
Incurred (released) - prior periods |
|
3,281 |
|
|
|
(6,159 |
) |
|
|
30,111 |
|
Paid - prior periods |
|
(28,648 |
) |
|
|
(32,051 |
) |
|
|
(89,706 |
) |
Total losses and loss adjustment reserves |
$ |
18,947 |
|
|
$ |
44,314 |
|
|
$ |
82,524 |
|
The loss contract fair market reserve balance is analyzed and adjusted quarterly. The balances in the reserve was $12.5 million at December 31, 2014 and $46.3 million at December 31, 2013. The loss contract fair market reserve was established on March 19, 2012 at $63.1 million (as more fully described in Note 3: Fresh Start Accounting). The fair market value of this reserve was decreased by $33.8 million and $5.9 million and $10.9 million during the periods ended December 31, 2014, 2013 and 2012, respectively, resulting in corresponding decreases in expense of the respective amount for each period.
|
Note 5: 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 December 31, 2014, are as follows:
|
December 31, 2014 |
|
|||||||||||||
|
Amortized Cost |
|
|
Gross Unrealized Gains |
|
|
Gross Unrealized Losses |
|
|
Estimated Fair Value |
|
||||
Obligations of U.S. government sponsored enterprises |
$ |
6,491 |
|
|
$ |
12 |
|
|
$ |
(28 |
) |
|
$ |
6,475 |
|
Corporate debt securities |
|
41,018 |
|
|
|
531 |
|
|
|
(65 |
) |
|
|
41,484 |
|
Commercial paper |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Foreign corporate debt securities |
|
12,693 |
|
|
|
47 |
|
|
|
(58 |
) |
|
|
12,682 |
|
Total fixed-maturity securities |
|
60,202 |
|
|
|
590 |
|
|
|
(151 |
) |
|
|
60,641 |
|
Less total unrestricted fixed-maturity securities – trading |
|
7,895 |
|
|
|
179 |
|
|
|
(11 |
) |
|
|
8,063 |
|
Less total unrestricted fixed-maturity securities – held to maturity |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Total fixed-maturity securities held in trust |
$ |
52,307 |
|
|
$ |
411 |
|
|
$ |
(140 |
) |
|
$ |
52,578 |
|
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, 2013, are as follows:
|
December 31, 2013 |
|
|||||||||||||
|
Amortized Cost |
|
|
Gross Unrealized Gains |
|
|
Gross Unrealized Losses |
|
|
Estimated Fair Value |
|
||||
Obligations of U.S. government sponsored enterprises |
$ |
15,868 |
|
|
$ |
127 |
|
|
$ |
(163 |
) |
|
$ |
15,832 |
|
Corporate debt securities |
|
80,624 |
|
|
|
1,450 |
|
|
|
(182 |
) |
|
|
81,892 |
|
Commercial paper |
|
98,929 |
|
|
|
4 |
|
|
|
(1 |
) |
|
|
98,932 |
|
Foreign corporate debt securities |
|
22,166 |
|
|
|
149 |
|
|
|
(170 |
) |
|
|
22,145 |
|
Total fixed-maturity securities |
|
217,587 |
|
|
|
1,730 |
|
|
|
(516 |
) |
|
|
218,801 |
|
Less total unrestricted fixed-maturity securities – trading |
|
7,326 |
|
|
|
232 |
|
|
|
(13 |
) |
|
|
7,545 |
|
Less total unrestricted fixed-maturity securities – held to maturity |
|
65,352 |
|
|
|
— |
|
|
|
— |
|
|
|
65,352 |
|
Total fixed-maturity securities held in trust |
$ |
144,909 |
|
|
$ |
1,498 |
|
|
$ |
(503 |
) |
|
$ |
145,904 |
|
Amortized cost and estimated fair value of fixed-maturity securities at December 31, 2014 by contractual maturity are as follows:
Maturity in: |
|
|
|
|
|
|
|
2015 |
$ |
18,698 |
|
|
$ |
18,775 |
|
2016-2019 |
|
41,504 |
|
|
|
41,866 |
|
Total fixed-maturity securities |
$ |
60,202 |
|
|
$ |
60,641 |
|
Actual maturities may differ from contractual maturities because certain borrowers have the right to call or prepay obligations with or without call or prepayment penalties.
Net investment income (loss) for the periods ending December 31, 2014, 2013 and 2012, respectively, is summarized as follows:
|
|
Successor |
|
|
|
Predecessor |
|
||||||||||
|
|
Year ended |
|
|
Year ended |
|
|
Period from March 20, 2012 through |
|
|
|
Period from January 1 through |
|
||||
|
|
December 31, 2014 |
|
|
December 31, 2013 |
|
|
December 31, 2012 |
|
|
|
March 19, 2012 |
|
||||
Investment income (loss): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of premium or discount on fixed-maturity securities |
|
$ |
(1,663 |
) |
|
$ |
(2,309 |
) |
|
$ |
(1,837 |
) |
|
|
$ |
(523 |
) |
Investment income on fixed-maturity securities |
|
|
3,369 |
|
|
|
6,588 |
|
|
|
7,232 |
|
|
|
|
2,467 |
|
Interest income on cash and equivalents |
|
|
11 |
|
|
|
10 |
|
|
|
161 |
|
|
|
|
3 |
|
Realized net gain (loss) from sale of investments |
|
|
436 |
|
|
|
(1,575 |
) |
|
|
2,747 |
|
|
|
|
176 |
|
Unrealized (losses) gains on trading securities held at period end |
|
|
(774 |
) |
|
|
(3,492 |
) |
|
|
(1,410 |
) |
|
|
|
1,049 |
|
Net investment income (loss) |
|
$ |
1,379 |
|
|
$ |
(778 |
) |
|
$ |
6,893 |
|
|
|
$ |
3,172 |
|
The following tables show how the Company’s investments are categorized in accordance with fair value measurement, as of December 31, 2014 and 2013, respectively:
|
December 31, 2014 |
|
|||||||||||||
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Total |
|
||||
Class of Security: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Obligations of U.S. government sponsored enterprises |
$ |
3,009 |
|
|
$ |
3,466 |
|
|
$ |
— |
|
|
$ |
6,475 |
|
Corporate debt securities |
|
14,939 |
|
|
|
26,545 |
|
|
|
|
|
|
|
41,484 |
|
Commercial paper |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Foreign corporate debt securities |
|
2,822 |
|
|
|
9,860 |
|
|
|
— |
|
|
|
12,682 |
|
Total fixed-maturity securities |
|
20,770 |
|
|
|
39,871 |
|
|
|
— |
|
|
|
60,641 |
|
Money market funds |
|
88,851 |
|
|
|
— |
|
|
|
— |
|
|
|
88,851 |
|
Total |
$ |
109,621 |
|
|
$ |
39,871 |
|
|
$ |
— |
|
|
$ |
149,492 |
|
|
December 31, 2013 |
|
|||||||||||||
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Total |
|
||||
Class of Security: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Obligations of U.S. government sponsored enterprises |
$ |
6,299 |
|
|
$ |
9,533 |
|
|
$ |
— |
|
|
$ |
15,832 |
|
Corporate debt securities |
|
11,891 |
|
|
|
70,001 |
|
|
|
— |
|
|
|
81,892 |
|
Commercial paper |
|
98,932 |
|
|
|
— |
|
|
|
— |
|
|
|
98,932 |
|
Foreign corporate debt securities |
|
7,652 |
|
|
|
14,493 |
|
|
|
— |
|
|
|
22,145 |
|
Total fixed-maturity securities |
|
124,774 |
|
|
|
94,027 |
|
|
|
— |
|
|
|
218,801 |
|
Money market funds |
|
44,863 |
|
|
|
— |
|
|
|
— |
|
|
|
44,863 |
|
Total |
$ |
169,637 |
|
|
$ |
94,027 |
|
|
$ |
— |
|
|
$ |
263,664 |
|
A review of the fair value hierarchy classifications of the Company’s investments is conducted quarterly. Changes in the observability of valuation inputs may result in a reclassification for certain financial assets or liabilities. Reclassifications are reported as transfers in or transfers out of the applicable Level at end of the calendar quarter in which the reclassifications occur. During the years ended December 31, 2014 and 2013, $15.8 million and $7.1 million, respectively, of investments were transferred from Level 2 to Level 1 as a result of improving market conditions for short-term and investment grade corporate securities.
|
|
2014 |
|
|
2013 |
|
||||||||||
|
|
Transfers from |
|
|
Transfers from |
|
|
Transfers from |
|
|
Transfers from |
|
||||
Class of securities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate securities |
|
$ |
— |
|
|
$ |
13,941 |
|
|
$ |
— |
|
|
$ |
4,598 |
|
Foreign corporate debt securities |
|
|
— |
|
|
|
1,810 |
|
|
|
— |
|
|
|
2,537 |
|
Total Transfers |
|
$ |
— |
|
|
$ |
15,751 |
|
|
$ |
— |
|
|
$ |
7,135 |
|
|
Note 6: Income Taxes
For the years ended December 31, 2014 and December 31, 2013, the Company recorded net income of approximately $3.1 million and $0.3 million, respectively, and recorded a net loss for the year ended December 31, 2012, of $15.8 million. The Company has not recorded an income tax expense or benefit for the years ended December 31, 2014, 2013 or 2012.
|
|
2014 |
|
|
2013 |
|
|
2012 |
|
|||
Current federal income tax expense |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
Provision for doubtful federal income tax receivable |
|
|
— |
|
|
|
— |
|
|
|
— |
|
Deferred federal income tax (benefit) expense |
|
|
— |
|
|
|
— |
|
|
|
— |
|
Federal income tax benefit |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
The items accounting for the difference between income taxes computed at the US federal statutory rate and our effective rate were as follows:
|
Successor |
|
|
|
Predecessor |
|
||||||||||
|
Year Ended |
|
|
Year Ended |
|
|
Period from |
|
|
|
Period from |
|
||||
|
December 31, 2014 |
|
|
December 31, 2013 |
|
|
March 20, 2012 through December 31, 2012 |
|
|
|
January 1, 2012 through March 19, 2012 |
|
||||
Income tax at the federal statutory rate of 35% |
|
35 |
% |
|
|
35 |
% |
|
|
-35 |
% |
|
|
|
-35 |
% |
Effect of: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Worthless stock deduction |
— |
|
|
13 |
|
|
(23,718) |
|
|
|
— |
|
||||
Cancelation of debt |
— |
|
|
— |
|
|
2,401 |
|
|
|
— |
|
||||
As filed adjustments |
— |
|
|
(14,505) |
|
|
— |
|
|
|
— |
|
||||
Adjustments to NOL due to 382 limitation |
(9) |
|
|
— |
|
|
4,518 |
|
|
|
— |
|
||||
Change in valuation allowance |
(26) |
|
|
14,457 |
|
|
16,834 |
|
|
|
35 |
|
||||
Effective rate |
— |
% |
|
— |
% |
|
— |
% |
|
|
— |
% |
The Company files a consolidated federal income tax return. Pursuant to a tax sharing agreement, WMMRC’s federal income tax liability is calculated on a separate return basis determined by applying 35 percent to taxable income, in accordance with the provisions of the Code that apply to property and casualty insurance companies. WMIHC, as WMMRC’s parent, pays federal income taxes on behalf of WMMRC and settles the federal income tax obligation on a current basis in accordance with the tax sharing agreement. WMMRC made no tax payments to WMIHC during the years ending December 31, 2014, 2013, or 2012 associated with the Company’s tax liability from the preceding year.
Deferred federal income taxes arise from temporary differences between the valuation of assets and liabilities as determined for financial reporting purposes and income tax purposes. Temporary differences principally relate to discounting of loss reserves, accruals, net operating losses, and unrealized gains and losses on investments. As of December 31, 2014, 2013 and 2012, the Company recorded a valuation allowance equal to 100 percent of the net deferred federal income tax asset due to uncertainty regarding the Company’s ability to realize these benefits in the future.
The components of the net deferred tax asset as of December 31, 2014 and 2013, respectively, are as follows:
|
|
2014 |
|
|
2013 |
|
||
Deferred federal income tax asset: |
|
|
|
|
|
|
|
|
Losses and loss adjustments expenses |
|
$ |
— |
|
|
$ |
143 |
|
Net operating loss carryforward |
|
|
2,098,597 |
|
|
|
2,087,490 |
|
Accruals and reserves |
|
|
4,531 |
|
|
|
16,387 |
|
As filed adjustments |
|
|
214 |
|
|
|
130 |
|
Capital loss carryforward |
|
|
52,603 |
|
|
|
52,756 |
|
Total deferred federal income tax asset |
|
|
2,155,945 |
|
|
|
2,156,906 |
|
Deferred federal income tax liabilities: |
|
|
|
|
|
|
|
|
Net unrealized gains on investments |
|
|
154 |
|
|
|
425 |
|
Losses and loss adjustments expenses |
|
|
102 |
|
|
|
— |
|
Total deferred federal income tax liabilities |
|
|
256 |
|
|
|
425 |
|
Less: Valuation allowance |
|
|
2,155,689 |
|
|
|
2,156,481 |
|
Net deferred federal income tax asset |
|
$ |
— |
|
|
$ |
— |
|
On March 19, 2012, WMIHC emerged from bankruptcy. Prior to emergence, WMI abandoned the stock of WMB, thereby generating a worthless stock deduction of approximately $8.37 billion which gives rise to an NOL for the year ended December 31, 2012. Under Section 382 of the Code, and based on the Company’s analysis, we believe that the Company experienced an “ownership change” (generally defined as a greater than 50 percent change (by value) in our equity ownership over a three-year period) on March 19, 2012, and our ability to use our pre-change of control NOLs and other pre-change tax attributes against our post-change income was limited. The Section 382 limitation is applied annually so as to limit the use of our pre-change NOLs to an amount that generally equals the value of our stock immediately before the ownership change multiplied by a designated federal long-term tax-exempt rate. Due to applicable limitations under Section 382 and a reduction of tax attributes due to cancellation of indebtedness, a portion of these NOLs were limited and will expire unused. We believe that the total available and utilizable NOL carry forward at December 31, 2014 is approximately $6.00 billion. At December 31, 2014, there was no limitation on the use of these NOLs. These NOLs will begin to expire in 2031. The Company’s ability to utilize the NOLs or realize any benefits related to the NOLs is subject to a number of risks.
The Company accounts for uncertain tax positions in accordance with the income taxes accounting guidance. The Company has analyzed filing positions in the federal and state jurisdiction where it is required to file tax returns, as well as the open tax years in these jurisdictions. Tax years 2011 to present are subject to examination by the Internal Revenue Service. The Company believes that its federal income tax filing positions and deductions will be sustained on audit and does not anticipate any adjustments that will result in a material change to its financial position. Therefore, no reserves for uncertain federal income tax positions have been recorded. The Company recognizes interest and penalties related to unrecognized tax benefits as a component of the provision for federal income taxes. The Company did not incur any federal income tax related interest income, interest expense or penalties for the periods ended December 31, 2014, 2013 and 2012.
|
Note 7: Service Agreements and Related Party Transactions
WMMRC has engaged a Hawaiian-based service provider, Marsh Management Services, Inc., to provide accounting and related management services for its operations. In exchange for performing these services, WMMRC pays such service provider a management fee.
WMIHC entered into an Investment Management Agreement and an Administrative Services Agreement with WMMRC on March 19, 2012. Each of these agreements was approved by WMMRC’s primary regulator. Total amounts incurred under these agreements totaled $1.5 million for the year ended December 31, 2014, $1.7 million for the year ended December 31, 2013, $1.5 million for the period from March 20, 2012 to December 31, 2012 and $0.0 for all other periods. The expense and related income eliminate on consolidation. These agreements are described below.
Under the terms of such Investment Management Agreement, WMIHC receives from WMMRC a fee equal to the product of (x) the ending dollar amount of assets under management during the calendar month in question and (y) .002 divided by 12. WMIHC is responsible for investing the funds of WMMRC based on applicable investment criteria and subject to rules and regulations to which WMMRC is subject.
Under the terms of such Administrative Services Agreement, WMIHC receives from WMMRC a fee of $110 thousand per month. WMIHC is responsible for providing administrative services to support, among other things, supervision, governance, financial administration and reporting, risk management, and claims management as may be necessary, together with such other general or specific administrative services that may be reasonably required or requested by WMMRC in the ordinary course of its business.
On March 22, 2012, WMIHC and the Trust entered into the Transition Services Agreement (the “TSA”). Pursuant to the TSA, the Trust makes available certain services and employees to the Company. The TSA provides the Company with office space for its current employees and basic infrastructure and support services to allow the Company to operate. The TSA as amended extends the term of the agreement through April 30, 2015, with automatic renewals thereafter for successive additional three-month terms, subject to non-renewal at the end of any additional term upon written notice by either party at least 30 days prior to the expiration of the additional term.
See Note 3: Fresh Start Accounting for a discussion of fees attributed to WMMRC in accordance with SAB Topics 1B and 1B1 which address common cost and expense allocations for pre-Effective Date periods.
In connection with implementing the Plan, certain holders of specified “Allowed Claims” had the right to elect to receive such holder’s “Pro Rata Share of the Common Stock Allotment.” Essentially, the Plan defines the “Pro Rata Share of the Common Stock Allotment” as a pro rata share of ten million (10,000,000) shares of WMIHC’s common stock (i.e. five percent (5%)) issued and outstanding on the Effective Date. Holders exercising the foregoing election did so in lieu of receiving (i) 50% of such holder’s interest in and to certain litigation proceeds that could be realized by the Trust on account of certain claims and causes of action asserted by the Trust as contemplated by the Plan (“Litigation Proceeds”), and (ii) some or all of the Runoff Notes to which such holder may be entitled (if such holder elected to receive Runoff Notes in accordance with the terms of the Plan).
If a holder exercised the election described above and, as a result of such election, received shares of WMIHC’s common stock, then such holder’s share of Runoff Notes to which the election was effective (i.e., One Dollar ($1.00) of original principal amount of Runoff Notes for each share of WMIHC’s common stock) were not issued. In addition, as a result of making the aforementioned election, such holders conveyed to WMIHC, and WMIHC retains an economic interest in, the Litigation Proceeds equal to fifty percent (50%) of the Litigation Proceeds to which the electing holder otherwise would have been entitled and such holder’s rights in respect of distributions from the Trust will be adjusted to the extent Litigation Proceeds are received by WMIHC). Distributions, if any, to WMIHC on account of the foregoing will be effected in accordance with the Plan and Confirmation Order.
WMIHC is aware that on or about October 14, 2014, the Trust filed a lawsuit in King County Superior Court in the State of Washington against 16 former directors and officers of WMI (the “D&O Litigation”). The Trust’s complaint alleges, among other things, that the defendants named therein breached their fiduciary duties to WMI and committed corporate waste and fraud by squandering WMI’s financial resources.
On December 1, 2014, the Trust filed its Motion for an Order, Pursuant to Sections 105(a) and 362 of the Bankruptcy Code and Rule 9019 of the Federal Rules of Bankruptcy Procedure, (A) Approving Settlement Agreement Between WMI Liquidating Trust, Certain Directors and Officer and Insurers and (B) Authorizing and Directing the Consummation Thereof (as amended, modified or supplemented prior to the date hereof, the (“D&O Settlement Motion”). Among other things, the D&O Settlement Motion sought approval of a settlement among the Trust, certain former directors and officers of WMI and certain insurance carriers that underwrote director and officer liability insurance policies for the benefit of WMI and its affiliates (including such former directors and officers). At a hearing held on December 23, 2014, the Bankruptcy Court granted the Trust’s D&O Settlement Motion. On January 5, 2015, certain non-settling officers appealed the Bankruptcy Court’s order granting the D&O Settlement Motion and, as a result, such settlement has not yet been consummated. If the Bankruptcy Court’s order is affirmed on appeal, then such settlement will, among other things, result in a payment by such insurance carriers to the Trust of $37 million. It is expected that such payment will constitute Litigation Proceeds (as described above). In its Quarterly Summary Report for the period ended December 31, 2014, a copy of which was filed by the Trust under Form 8-K on or about January 30, 2015, the Trust estimated that WMIHC would be entitled to receive approximately $9 million out of the $37 million. The foregoing notwithstanding, this litigation is managed and controlled by the Trust and WMIHC is not involved in the D&O Litigation. Unless and until the Bankruptcy Court’s order approving the D&O Settlement Order is affirmed and such settlement is consummated, there can be no assurance that WMIHC will recover any amounts on account of the D&O Litigation.
It should be noted that the Trust’s Litigation Subcommittee disclosed in its Form 10-K for the period ended December 31, 2013 that it investigated potential claims against various third parties, including breach of contract claims, breach of fiduciary duty claims, professional malpractice claims, and business tort and antitrust claims. Based on such investigation, the Litigation Subcommittee determined not to assert claims against such third parties, other than those which are currently pending and being litigated. As a result of the Trust’s public disclosures on these matters, at this time WMIHC believes it is unlikely that it will realize any value on account of Recovery Claims, other than as described above. Indeed, as of December 31, 2014, WMIHC had not otherwise received any Litigation Proceeds in connection with the foregoing and, there can be no assurance that WMIHC will receive any value or distributions on account of Litigation Proceeds, other than as described herein.
|
Note 8: Notes Payable
On the Effective Date, WMIHC issued $110.0 million aggregate principal amount of its First Lien Notes under the First Lien Indenture, between WMIHC and Wilmington Trust, National Association, as Trustee. Additionally, WMIHC issued $20.0 million aggregate principal amount of its Second Lien Notes under the Second Lien Indenture, between WMIHC and Law Debenture Trust Company of New York, as Trustee. The Runoff Notes are scheduled to mature on March 19, 2030 and pay interest quarterly.
The Runoff Notes are secured by, and have a specified priority in right of payment in, a securities or deposit account into which WMIHC will deposit distributions it receives of Runoff Proceeds (as defined in the Indentures) (the “Collateral Account”).
WMIHC will, and has agreed to cause WMMRC to, deposit all distributions, dividends or other receipts in respect of Runoff Proceeds Distributions (as defined in the Indentures) on the date paid to WMIHC in the Collateral Account established in accordance with the terms of the Indentures. On any interest payment date, payments are made from the Collateral Account and from any other Runoff Proceeds Distributions in the priority set forth in the Indentures. The obligations created by the Runoff Notes are nonrecourse to WMIHC (except for certain actions for specific performance) and, except in certain limited circumstances as more fully described in Section 7.16 of the Indentures with respect to Runoff Proceeds Distributions in the Collateral Account or for failure to comply with certain specified covenants relating to (i) the deposit of Runoff Proceeds in the Collateral Account, (ii) payment of Runoff Proceeds in the Collateral Account in accordance with the order of priority established in the Indentures, (iii) failure to seek to obtain the appropriate regulatory approval to permit the dividend of Runoff Proceeds to WMIHC and (iv) the failure to cause WMMRC to deposit Runoff Proceeds into a segregated account.
In connection with certain interest payments due and payable in respect of the First Lien Notes, WMIHC elected, consistent with the terms of the Indentures, to issue PIK Notes (as defined in the Indentures) in lieu of making such interest payment in cash when no cash was available. In connection with interest payments due and payable in respect of the Second Lien Notes since inception, WMIHC elected, consistent with the terms of the Indentures, to issue PIK Notes (as defined in the Indentures) in lieu of making such interest payment in cash. The aggregate face amount of PIK Notes issued as of December 31, 2014, 2013 and 2012 totals approximately $18.5 million, $13.9 million and $8.3, respectively. Outstanding amounts under these notes totaled approximately, $31.2 million, $105.5 million and $136.3 million as of December 31, 2014, 2013 and 2012, respectively. Approximately $78.9 million, $36.3 million and $2.1 million of First Lien Notes principal was paid during the years ended December 31, 2014, 2013 and 2012, respectively. Interest on First Lien Notes paid in cash totaled approximately $5.2 million, $9.7 million and $3.7 million during the years ended December 31, 2014, 2013 and 2012, respectively.
As of December 31, 2014, 2013 and 2012, the Collateral Account contained $2.4 million, $0.1 million and $25.0 million, respectively, of cash received from WMMRC which were or will be ultimately used for future administrative expenses, interest and principal payments. For more information on the ultimate use of the amount available at December 31, 2014, see Note 15: Subsequent Events to our Consolidated financial statements in Item 8 of this Annual Report on Form 10-K.
|
Note 9: Financing Arrangements
As of March 19, 2012, a Financing Agreement (the “Financing Agreement”) was entered into by and among WMIHC, WMIIC, the lenders, severally and not jointly, party thereto (each a “Lender” and collectively, the “Lenders”) and U.S. Bank National Association, a national banking association, as administrative agent for the Lenders. The credit facility established by the Financing Agreement may be used for only certain specific purposes.
The facility consists of (a) a tranche A term loan and a tranche A-1 term loan in the aggregate principal amount of $25.0 million and (b) a tranche B term loan in the aggregate principal amount of $100.0 million. The proceeds of (a) the tranche A term loan and tranche A-1 term loan can be used to fund working capital and for general corporate purposes of the Company, and (b) the tranche B term loan can be used to fund certain permitted acquisitions and permitted originations (as these terms are defined in the Financing Agreement) which are limited to acquisitions and originations of business in the financial services or insurance sectors. The Lenders are severally, and not jointly, obligated to extend such credit to WMIHC.
As of December 31, 2014 and 2013, no loans were outstanding under the Financing Agreement. The facility is secured by substantially all of WMIHC’s assets and the Lenders must have an additional first priority lien on any new business and assets acquired. Pursuant to the terms and conditions of the Financing Agreement, the commitment of the Lenders to extend credit under the Financing Agreement will terminate no later than March 19, 2015.
On January 5, 2015, the Company entered into an agreement for termination of the Financing Agreement, (the “Financing Agreement Termination”). Pursuant to the Financing Agreement Termination, the Financing Agreement automatically terminated on January 5, 2015 and the Company no longer has or will have access to the funds thereunder. As of January 5, 2015, there were no loans outstanding under the Financing Agreement. For further information on the Financing Agreement Termination, see Note 15: Subsequent Events, to the consolidated financial information in Part II, Item 8 of this Annual Report on Form 10-K.
On January 30, 2014, WMIHC entered into (i) a note purchase agreement, dated as of January 30, 2014 (the “Note Purchase Agreement”), with the guarantors party thereto and KKR Management Holdings L.P. (“KKR Management”), (ii) an investment agreement, dated as of January 30, 2014 (the “Investment Agreement”), with KKR Fund Holdings L.P. (“KKR Fund” and, together with KKR Management, “KKR”) and, for limited purposes, KKR Management and (iii) an investor rights agreement, dated as of January 30, 2014 (the “Investor Rights Agreement”), with KKR Fund (together, the “KKR Transaction”).
Pursuant to the terms and conditions of the Note Purchase Agreement, KKR Management has committed to purchase up to $150.0 million aggregate principal amount (at issuance) of subordinated 7.50% PIK notes (the “Subordinated Notes”) from the Company.
The Subordinated Notes may be issued by WMIHC, at WMIHC’s option, in one or more tranches over a three year period, subject to certain terms and conditions, including the conditions that (i) all or substantially all of the proceeds from the issuance of the Subordinated Notes are used by WMIHC to fund the acquisition of the assets of, or equity interests of, or a business line, unit or division of, any entity that has been approved by the Board, (ii) no defaults or events of default shall have occurred under the Note Purchase Agreement and (iii) no violation of certain provisions of the Investor Rights Agreement shall have occurred. KKR Management may refuse to purchase Subordinated Notes from WMIHC in the event that a third party (other than KKR or any of its affiliates) (i) has completed a successful proxy contest against WMIHC or (ii) has publicly initiated or threatened to initiate a proxy contest and, in connection therewith, such third party is granted the right to designate more than one nominee to the Board. Upon such refusal, KKR Management will automatically forfeit a percentage of warrants described below in Note 10: Capital Stock.
Additionally, WMIHC’s ability to issue the Subordinated Notes is subject to no default or event of default under the Financing Agreement, and limited by the Financing Agreement to the greater of (i) $25 million and (ii) 25% of consolidated tangible assets, as defined in the Financing Agreement. The lenders under the Financing Agreement have provided their consent to the subordination provisions of the Note Purchase Agreement, in accordance with the terms of the Financing Agreement.
Each Subordinated Note will mature on the date that is seven years from the date that the initial Subordinated Note is first issued (the “Initial Issue Date”). Interest on the Subordinated Notes is due semi-annually and will be paid entirely by capitalizing accrued and unpaid interest on each interest payment date and adding the same to the principal amount of the Subordinated Notes then outstanding. Following an increase in the principal amount of the outstanding Subordinated Notes as a result of the capitalization of accrued interest, interest will accrue on such increased principal amount from and after the date of such interest capitalization.
The Subordinated Notes will be unsecured obligations of WMIHC that rank junior to WMIHC’s existing and future senior indebtedness. The payment of all obligations owing in respect of the Subordinated Notes is expressly subordinated in right of payment to the prior payment in full of all existing and future senior indebtedness. The Subordinated Notes will be irrevocably and unconditionally guaranteed, on a joint and several basis, by certain of WMIHC’s existing and future subsidiaries.
On and after the date that is three years after the Initial Issue Date, the Subordinated Notes may be redeemed by WMIHC, in whole or in part, at the redemption prices (expressed as a percentage of principal amount of the Subordinated Notes to be redeemed) set forth below, plus accrued and unpaid interest thereon, if any, to the applicable redemption date, if redeemed during the 12-month period beginning on the dates specified below:
Date |
|
Percentage |
|
|
3rd anniversary of the Initial Issue Date |
|
|
103.750 |
% |
4th anniversary of the Initial Issue Date |
|
|
101.875 |
% |
5th anniversary of the Initial Issue Date and thereafter |
|
|
100.000 |
% |
Prior to the date that is three years after the Initial Issue Date, the Subordinated Notes may be redeemed by the Company, in whole or in part, at a redemption price equal to 100% of the principal amount of Subordinated Notes redeemed plus a “make whole” premium calculated in the manner set forth in the Note Purchase Agreement.
The Note Purchase Agreement contains covenants that, among other things, limit WMIHC and WMIHC’s restricted subsidiaries ability to:
|
incur additional indebtedness; |
|
(i) pay dividends or make other distributions, (ii) purchase, redeem or retire the capital stock of WMIHC, (iii) pay, purchase or redeem, prior to scheduled maturity, certain subordinated obligations and (iv) make certain restricted investments; |
|
incur or suffer to exist liens; |
|
allow to exist certain restrictions on the ability of WMIHC’s restricted subsidiaries to pay dividends or make other payments to the Company; |
|
designate WMIHC’s subsidiaries as unrestricted subsidiaries; |
|
enter into transactions with affiliates; |
|
dispose of assets; and |
|
consolidate, merge or sell all or substantially all of WMIHC’s assets. |
Additionally, the Note Purchase Agreement contains covenants that require WMIHC to:
|
file reports with the SEC within certain time periods; |
|
cause certain future restricted subsidiaries to guarantee the Subordinated Notes; and |
|
make an offer to purchase Subordinated Notes from holders in the event of certain types of change of control of WMIHC or in certain circumstances related to the sale of WMIHC’s or a restricted subsidiary’s assets. |
The covenants are subject to a number of important exceptions, limitations and qualifications set forth in the Note Purchase Agreement.
The Subordinated Notes have not been registered under the Securities Act and may not be sold or transferred in the United States without registration or an applicable exemption from the registration requirements. As of December 31, 2014, no Subordinated Notes were outstanding under the Note Purchase Agreement.
On January 5, 2015, the Company as a result of affiliates of KKR purchasing 200,000 shares of Series B Preferred Stock agreed that the parties to the Note Purchase Agreement will execute an amendment to the Note Purchase Agreement that will have the effect of terminating the Note Purchase Agreement immediately following the consummation of the Reincorporation. The amendment to the Note Purchase Agreement also waives any and all defaults, events of default and rights to terminate the Note Purchase Agreement arising as a result of the offering and permits the performance of, and compliance with, all of the terms of the Series B Preferred Stock. Unless and until the Reincorporation is consummated, the Note Purchase Agreement will remain in effect, subject to its terms as amended by the amendment. For further information on the amendment to the Note Purchase Agreement, see Note 15: Subsequent Events, to the consolidated financial information in Part II, Item 8 of this Annual Report on Form 10-K.
The foregoing description of the Note Purchase Agreement is qualified in its entirety by reference to the Note Purchase Agreement, which was filed with the SEC as Exhibit 4.1 on Form 8-K on January 31, 2014, and incorporated by reference.
|
Note 10: Capital Stock
On the Effective Date, all shares of common and preferred equity securities previously issued by WMI were cancelled and extinguished. As of the Effective Date, and pursuant to WMIHC’s Amended and Restated Articles of Incorporation (the “Articles”), WMIHC is authorized to issue up to 500,000,000 shares of common stock and up to 5,000,000 shares of blank check preferred stock, each with a par value of $0.00001 per share. 200,000,000 shares of common stock were issued by WMIHC pursuant to the Court approved Plan and in reliance on Section 1145 of the Bankruptcy Code on the Effective Date.
As described in Note 9: Financing Arrangements, WMIHC announced that it had entered into (i) the Note Purchase Agreement, (ii) the Investment Agreement and (iii) the Investor Rights Agreement on January 31, 2014.
On January 30, 2014, pursuant to an investment agreement, WMIHC issued 1,000,000 shares of Series A Convertible Preferred Stock (the “Convertible Preferred Stock”) having the terms, rights, obligations and preferences contained in the Articles of Amendment of the Company dated January 30, 2014 (the “Series A Articles of Amendment”) for a purchase price equal to $11.1 million and has issued to KKR Fund warrants to purchase, in the aggregate, 61.4 million shares of WMIHC’s common stock, 30.7 million of which have an exercise price of $1.32 per share and 30.7 million of which have an exercise price of $1.43 per share (together, the “Warrants”).
The Convertible Preferred Stock has rights substantially similar to those associated with WMIHC’s common stock, with the exception of a liquidation preference, conversion rights and customary anti-dilution protections. The Convertible Preferred Stock has a liquidation preference equal to the greater of (i) $10.00 per one million shares of Convertible Preferred Stock plus declared but unpaid dividends on such shares and (ii) the amount that the holder would be entitled to in a relevant transaction had the Convertible Preferred Stock been converted to common stock of WMIHC. The Convertible Preferred Stock is convertible at a conversion price of $1.10 per share into shares of common stock of WMIHC either at the option of the holder or automatically upon transfer by KKR Fund to a non-affiliated party. As a result of the calculation of a beneficial conversion feature as required by ASC 470 a preferred deemed dividend of $9.5 million was recorded in conjunction with the issuance of the preferred stock. This preferred deemed dividend resulted in an increase to our accumulated deficit, and as an increase in additional paid in capital. Further, KKR Fund, as the holder of the Convertible Preferred Stock and the Warrants, has received other rights pursuant to the Investor Rights Agreement as described below.
The Warrants have a five-year term from the date of issuance and are subject to customary structural adjustment provisions for stock splits, combinations, recapitalizations and other similar transactions.
KKR Fund’s rights as a holder of the Convertible Preferred Stock and the Warrants, and the rights of any subsequent holder that is an affiliate of KKR Fund (together with KKR Fund, the “Holders”) are governed by the Investor Rights Agreement. Pursuant to the Investor Rights Agreement, for so long as the Holders own 50% of the Convertible Preferred Stock issued as of January 30, 2014 (or the underlying common stock of WMIHC), the Holders will have the right to appoint one of seven directors to the Board. As of March 13, 2014, the Holders have not exercised this right of appointment.
Additionally, until January 30, 2017, the Holders will have the right to purchase up to 50% of any future equity rights offerings or other equity issuance by WMIHC on the same terms as the equity issued to other investors in such transactions, in an aggregate amount of such offerings and issuances by WMIHC of up to $1.0 billion (the “Participation Rights”). The foregoing Participation Rights do not include any issuances of securities by WMIHC constituting any part of the consideration payable by it in connection with any acquisitions or investments (including any rollover equity) or in respect of any employee options or other income compensation. The aggregate beneficial ownership by Holders of equity securities of WMIHC after giving effect to any equity issuances (and on a pro forma basis after taking into account any acquisitions) shall at no time exceed 42.5% of the equity securities of WMIHC without the prior written consent of WMIHC. Any such rights to acquire equity securities are subject to limitation to the extent they would cause a loss of all or substantially all of the benefit of the Company’s tax benefits (as such term is defined in the Articles). Except for the foregoing Participation Rights and the issuance of common stock in respect of the Warrants and the Convertible Preferred Stock, KKR Fund and its affiliates shall not purchase or acquire any equity securities of WMIHC or its subsidiaries without WMIHC’s prior written consent, subject to certain exceptions.
In connection with the issuance of the Convertible Preferred Stock and the Warrants, KKR Fund and its affiliates have agreed that, until December 31, 2016, they will not:
|
request the call of a special meeting of the shareholders of WMIHC; seek to make, or make, a shareholder proposal at any meeting of the shareholders of WMIHC; seek the removal of any director from the Board; or make any “solicitation” of “proxies” (as such terms are used in the proxy rules of the SEC) or solicit any written consents of shareholders with respect to any matter; |
|
form or join or participate in a “partnership, limited partnership, syndicate or other group” within the meaning of Section 13(d)(3) of the Exchange Act, with respect to any voting securities of WMIHC; |
|
make or issue, or cause to be made or issued, any public disclosure, statement or announcement (including filing reports with the SEC) (x) in support of any solicitation described above, or (y) negatively commenting upon WMIHC; |
|
except pursuant to any exercise of any Warrant, the conversion of the Convertible Preferred Stock, or the exercise of the Participation Rights, acquire, agree or seek to acquire, beneficially or otherwise, any voting securities of WMIHC (other than securities issued pursuant to a plan established by the Board for members of the Board, a stock split, stock dividend distribution, spin-off, combination, reclassification or recapitalization of WMIHC and its common stock or other similar corporate action initiated by WMIHC); |
|
enter into any discussions, negotiations, agreements or undertakings with any person with respect to the foregoing or advise, assist, encourage or seek to persuade others to take any action with respect to the foregoing, except pursuant to mandates granted by WMIHC to raise capital by WMIHC to KKR Capital Markets LLC and its affiliates; or |
|
short any of WMIHC’s common stock or acquire any derivative or hedging instrument or contract relating to WMIHC’s common stock. |
In the event that any shareholder or group of shareholders other than KKR Fund calls a shareholder meeting or seeks to nominate nominees to the Board, then KKR Fund shall not be restricted from calling a shareholder meeting in order to nominate directors as an alternative to the nominees nominated by such shareholder or group, provided that KKR Fund shall not nominate or propose a number of directors to the Board that is greater than the number of directors nominated or proposed by such shareholder or group.
The Investor Rights Agreement also provides the Holders with registration rights, including three long form demand registration rights, unlimited short form demand registration rights and customary piggyback registration rights with respect to common stock (and common stock underlying the Convertible Preferred Stock and the Warrants), subject to certain minimum thresholds, customary blackout periods and lockups of 180 days.
For as long as the Holders beneficially own any shares of common stock of WMIHC or Convertible Preferred Stock or any of the Warrants, WMIHC has agreed to provide customary Rule 144A information rights, to provide the Holders with regular audited and unaudited financial statements and to allow the Holders or their representatives to inspect WMIHC’s books and records.
As described above in Note 9: Financing Arrangements in certain circumstances KKR Management may refuse to purchase Subordinated Notes. Upon the occurrence of KKR Management’s refusal, pursuant to and in accordance with the terms and conditions of the Note Purchase Agreement, to purchase Subordinated Notes, Holders will automatically forfeit a percentage of the Warrants. As described in Note 9: Financing Arrangements and Note 15: Subsequent Events, if future events are completed which include the re-incorporation in Delaware, the KKR Purchase Agreement will be terminated.
The foregoing description of (i) the Investor Rights Agreement is qualified in its entirety by reference to the Investor Rights Agreement, which was filed with the SEC as Exhibit 4.2 on Form 8-K on January 31, 2014, and incorporated by reference, (ii) the Warrants are qualified in their entirety by reference to the Form of Tranche A Warrant and Form of Tranche B Warrant, which were filed with the SEC as Exhibits 4.3 and 4.4, respectively, on Form 8-K on January 31, 2014, and incorporated by reference, (iii) the Convertible Preferred Stock is qualified in its entirety by reference to the Series A Articles of Amendment, which were filed with the SEC as Exhibit 4.5 on Form 8-K on January 31, 2014, and incorporated by reference, and the Form of Series A Convertible Preferred Stock Certificate, which was filed with the SEC as Exhibit 4.6 on Form 8-K on January 31, 2014, and incorporated by reference and (iv) the Investment Agreement is qualified in its entirety by reference to the Investment Agreement, which was filed with the SEC as Exhibit 10.1 on Form 8-K on January 31, 2014, and incorporated by reference.
On January 5, 2015, WMIHC in connection with an offering of 600,000 shares of its 3.00% Series B Convertible Preferred Stock, par value $0.00001, liquidation preference $1,000 per share (the “Series B Preferred Stock”) filed with the Secretary of State of Washington Articles of Amendment of Articles of Incorporation (the “Articles of Amendment”) containing the Designation of Rights and Preferences of the 3.00% Series B 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. For more information on the Series B Preferred Stock see Note 15: Subsequent Events, to the consolidated financial information in Part II, Item 8 of this Annual Report on Form 10-K.
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, incorporated by reference herein.
WMIHC issued restricted share grants to members of the Board of Directors totaling $1.3 million, $0.7 million and $0.6 million of aggregate intrinsic value during the years ended December 31, 2014, 2013 and 2012, respectively. The restricted shares vest over a three year period and the resulting unamortized value related to the unvested restricted share grant totals $1.2 million, $0.7 million and $0.4 million for the years ended December 31, 2014, 2013 and 2012, respectively.
The unamortized value of $1.2 million at December 31, 2014, if all are ultimately vested will be amortized according to the following schedule.
Amortization Schedule (in thousands) |
|
|
|
|
1st quarter 2015 |
|
$ |
201 |
|
2nd quarter 2015 |
|
|
162 |
|
3rd quarter 2015 |
|
|
162 |
|
4th quarter 2015 |
|
|
162 |
|
1st quarter 2016 |
|
|
154 |
|
2nd quarter 2016 |
|
|
107 |
|
3rd quarter 2016 |
|
|
107 |
|
4th quarter 2016 |
|
|
107 |
|
1st quarter 2017 |
|
|
70 |
|
Total unamortized value |
|
$ |
1,232 |
|
Net stock-based compensation totaled $807 thousand, $401 thousand and $143 thousand for the years ended December 31, 2014, 2013 and 2012, respectively. The share grants were issued at the fair market value determined to be the trading price at the close of business the respective date the grants were approved by the Board.
A summary of WMIHC’s restricted share award activity for the years ended December 2014, December 31, 2013 and December 31, 2012 is presented below.
|
|
Number of restricted stock awards outstanding |
|
|
Weighted-average grant date fair value |
|
|
Aggregate intrinsic value (in thousands) |
|
|||
Outstanding—January 1, 2012 |
|
|
— |
|
|
$ |
— |
|
|
$ |
— |
|
Restricted stock awards granted during 2012 |
|
|
1,156,078 |
|
|
|
0.4761 |
|
|
550 |
|
|
Restricted stock awards released or forfeited during 2012 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
Outstanding—December 31, 2012 |
|
|
1,156,078 |
|
|
|
0.4761 |
|
|
|
550 |
|
Restricted stock awards granted during 2013 |
|
|
686,273 |
|
|
|
1.0200 |
|
|
700 |
|
|
Restricted stock awards released or forfeited during 2013 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
Outstanding—December 31, 2013 |
|
|
1,842,351 |
|
|
|
0.6787 |
|
|
|
1,250 |
|
Restricted stock awards granted during 2014 |
|
|
500,894 |
|
|
2.6602 |
|
|
|
1,332 |
|
|
Restricted stock awards released or forfeited during 2014 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
Outstanding—December 31, 2014 |
|
|
2,343,245 |
|
|
$ |
1.1023 |
|
|
$ |
2,582 |
|
WMIHC has issued the total number of shares subject to the restricted stock grants, however, until vested they are subject to repurchase. Shares subject to repurchase totaled 1,343,764 on December 31, 2014, 1,456,987 on December 31, 2013 and 1,156,078 on December 31, 2012. The shares subject to repurchase at December 31, 2014 will vest according to the following schedule:
Vesting schedule of shares subject to repurchase |
|
|
|
|
1st quarter 2015 |
|
|
781,080 |
|
2nd quarter 2015 |
|
|
— |
|
3rd quarter 2015 |
|
|
— |
|
4th quarter 2015 |
|
|
— |
|
1st quarter 2016 |
|
|
395,716 |
|
2nd quarter 2016 |
|
|
— |
|
3rd quarter 2016 |
|
|
— |
|
4th quarter 2016 |
|
|
— |
|
1st quarter 2017 |
|
|
166,968 |
|
Total |
|
|
1,343,764 |
|
WMIHC has the right, but not the obligation, to repurchase any unvested (but issued) shares of common stock at $0.0001 per share upon the termination of service in the case of a director.
A summary of WMIHC’s restricted shares issued and subject to repurchase as of the years ended December 31, 2014, December 31, 2013 and December 31, 2012 is presented below.
Shares subject to repurchase—January 1, 2012 |
|
|
— |
|
Shares issued subject to vesting during 2012 |
|
|
1,156,078 |
|
Unvested shares repurchased during 2012 |
|
|
— |
|
Shares vested during 2012 |
|
|
— |
|
Shares subject to repurchase—December 31, 2012 |
|
|
1,156,078 |
|
Shares issued subject to vesting during 2013 |
|
|
686,273 |
|
Unvested shares repurchased during 2013 |
|
|
— |
|
Shares vested during 2013 |
|
|
(385,364 |
) |
Unvested shares—December 31, 2013 |
|
|
1,456,987 |
|
Shares issued subject to vesting during 2014 |
|
|
500,894 |
|
Unvested shares repurchased during 2014 |
|
|
— |
|
Shares vested during 2014 |
|
|
(614,117 |
) |
Unvested shares—December 31, 2014 |
|
|
1,343,764 |
|
As of December 31, 2014, 2013 and 2012, 202,343,245, 201,842,351 and 201,156,078 shares, respectively, of WMIHC’s common stock were issued and outstanding. As of December 31, 2014, 1,000,000 shares of WMIHC’s preferred stock were issued and outstanding. As of December 31, 2013 and 2012, no shares of WMIHC’s preferred stock were issued or outstanding. As of December 31, 2014, 61,400,000 Warrants to purchase WMIHC’s common stock were issued and outstanding. No warrants were issued and outstanding at December 31, 2013 or December 31, 2012. See Note 13: Net Income (Loss) Per Common Share for further information on shares used for EPS calculations.
|
Note 11: Pending Litigation
As of December 31, 2014, the Company was not a party to, or aware of, any pending legal proceedings or investigations requiring disclosure at this time.
|
Note 12: Restriction on Distribution of Net Assets from Subsidiary
WMMRC has net assets totaling $54.9 million, $145.8 million and $167.0 million as of December 31, 2014, 2013 and 2012, respectively. These net assets are not immediately available for distribution to WMIHC due to restrictions imposed by trust agreements, and the requirement that the Insurance Commissioner of the State of Hawaii must approve dividends from WMMRC. Distributions from WMMRC to WMIHC are further restricted by the terms of the Runoff Notes described in Note 8: Notes Payable.
|
Note 13: Net Income (Loss) Per Common Share
Basic and diluted net income (loss) per share attributable to common shareholders is computed by dividing net income (loss) by the weighted average number of common shares outstanding after subtracting the weighted average of any unvested restricted shares outstanding, as these shares are subject to repurchase. There were no dilutive effects from any equity instruments for any period prior to 2014, therefore diluted net income (loss) per share was the same as basic net income (loss) for periods presented prior to January 30, 2014, and for the year ended December 31, 2014, which reflects a net loss attributable to common shareholders.
Diluted net income per share would be computed by dividing the net income for the period by the weighted average number of common shares outstanding after subtracting the weighted average of any unvested restricted shares outstanding and adding any potentially dilutive common equivalent shares outstanding during the period, if dilutive. Potentially dilutive common equivalent shares are composed of the incremental common shares issuable upon the exercise of warrants for common stock and the potential conversion of preferred shares to common shares, none of which were outstanding prior to January 30, 2014. There were no dilutive effects for the year ended December 31, 2014 as the Company reported a net loss attributable to common shareholders for the period.
The following table presents the calculation of basic and diluted net income (loss) per share for periods presented (in thousands, except per share data):
|
Year ended December 31, 2014 |
|
|
Year ended December 31, 2013 |
|
|
Period from March 20 through December 31, 2012 |
|
|
|
Period from January 1 through March 19, 2012 |
|
||||
Numerator for basic and diluted net income (loss) per share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
$ |
3,070 |
|
|
$ |
338 |
|
|
$ |
(12,353 |
) |
|
|
$ |
(3,433 |
) |
Preferred deemed dividend |
|
(9,455 |
) |
|
|
— |
|
|
|
— |
|
|
|
|
— |
|
Net (loss) income attributable to common shareholders |
$ |
(6,385 |
) |
|
$ |
338 |
|
|
$ |
(12,353 |
) |
|
|
$ |
(3,433 |
) |
Denominator for basic and diluted net income (loss) per share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average shares outstanding |
|
202,208,619 |
|
|
|
201,419,306 |
|
|
|
200,298,083 |
|
|
|
|
1,000 |
|
Weighted-average unvested restricted shares outstanding |
|
(1,338,691 |
) |
|
|
(1,115,238 |
) |
|
|
(298,083 |
) |
|
|
|
- |
|
Denominator for basic and diluted net income (loss) per share: |
|
200,869,928 |
|
|
|
200,304,068 |
|
|
|
200,000,000 |
|
|
|
|
1,000 |
|
Basic and diluted net (loss) income per share attributable to common shareholders |
$ |
(0.03 |
) |
|
$ |
0.00 |
|
|
$ |
(0.06 |
) |
|
|
$ |
(3,433.00 |
) |
|
Note 14: Quarterly Financial Information (Unaudited)
Following is a summary of the unaudited interim results of operations for the year ended December 31, 2014, 2013 and 2012, respectively, (in thousands, except per share amounts):
|
Total revenue |
|
|
Net income (loss) attributable to common shareholders |
|
|
Earnings per share - basic |
|
|
Earnings per share - diluted |
|
||||
Successor |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2014 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First Quarter |
$ |
2,834 |
|
|
$ |
(12,835 |
) |
|
$ |
(0.06 |
) |
|
$ |
(0.06 |
) |
Second Quarter |
|
2,150 |
|
|
|
17,322 |
|
|
|
0.09 |
|
|
|
0.07 |
|
Third Quarter |
|
1,721 |
|
|
|
(1,299 |
) |
|
|
(0.01 |
) |
|
|
(0.01 |
) |
Fourth Quarter |
|
1,843 |
|
|
|
(9,573 |
) |
|
|
(0.05 |
) |
|
|
(0.05 |
) |
For the Year Ended December 31, 2014 |
$ |
8,548 |
|
|
$ |
(6,385 |
) |
|
$ |
(0.03 |
) |
|
$ |
(0.03 |
) |
Year Ended December 31, 2013 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First Quarter |
$ |
4,101 |
|
|
$ |
(3,816 |
) |
|
$ |
(0.02 |
) |
|
$ |
(0.02 |
) |
Second Quarter |
|
(974 |
) |
|
|
(2,484 |
) |
|
|
(0.01 |
) |
|
|
(0.01 |
) |
Third Quarter |
|
3,723 |
|
|
|
(878 |
) |
|
|
(0.01 |
) |
|
|
(0.01 |
) |
Fourth Quarter |
|
3,318 |
|
|
|
7,516 |
|
|
|
0.04 |
|
|
|
0.04 |
|
For the Year Ended December 31, 2013 |
$ |
10,168 |
|
|
$ |
338 |
|
|
$ |
0.00 |
|
|
$ |
0.00 |
|
Period from March 20, 2012 to December 31, 2012 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 20 to March 31, 2012 |
$ |
1,922 |
|
|
$ |
472 |
|
|
$ |
0.00 |
|
|
$ |
0.00 |
|
Second Quarter |
|
7,447 |
|
|
|
(8,173 |
) |
|
|
(0.04 |
) |
|
|
(0.04 |
) |
Third Quarter |
|
7,336 |
|
|
|
5,299 |
|
|
|
0.03 |
|
|
|
0.03 |
|
Fourth Quarter |
|
4,582 |
|
|
|
(9,951 |
) |
|
|
(0.05 |
) |
|
|
(0.05 |
) |
For the period from March 20, 2012 to December 31, 2012 |
$ |
21,287 |
|
|
$ |
(12,353 |
) |
|
$ |
(0.06 |
) |
|
$ |
(0.06 |
) |
Predecessor |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
January 1 to March 19, 2012 |
$ |
9,349 |
|
|
$ |
(3,433 |
) |
|
$ |
(3,433.00 |
) |
|
$ |
(3,433.00 |
) |
|
Note 15: Subsequent Events
On January 5, 2015, WMIHC, in connection with an offering (the “Offering”) of 600,000 shares of Series B Preferred Stock, filed with the Secretary of State of Washington the Articles of Amendment containing the Certificate of Designation creating the Series B Preferred Stock and designating the rights and preferences of the Series B Preferred Stock.
The foregoing descriptions of the Articles of Amendment and the Certificate of Designation are qualified in their entirety by the provisions of the Articles of Amendment and the Certificate of Designation, filed as Exhibits 3.1 and 4.1 of a Form 8-K on January 5, 2015, respectively, and incorporated by reference herein.
On January 5, 2015, in connection with the Offering and pursuant to that certain Purchase Agreement, dated December 19, 2014 (the “Purchase Agreement”), by and among WMIHC, Citigroup Global Markets Inc. (“Citi”) and KKR Capital Markets LLC (“KCM” and, together with Citi, the “Initial Purchasers”), WMIHC entered into a Registration Rights Agreement with the Initial Purchasers (the “Registration Rights Agreement”), pursuant to which WMIHC has agreed that, subject to certain conditions, WMIHC will use its reasonable efforts to (i) file a shelf registration statement covering resales of common stock issuable upon mandatory conversion of the Series B Preferred Stock pursuant to Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”) no later than six months after January 5, 2015 (the “Issue Date”); (ii) file a shelf registration statement covering resales of the Series B Preferred Stock pursuant to Rule 415 under the Securities Act no later than one year after the Issue Date; and (iii) cause each of these shelf registration statements to be declared effective under the Securities Act. The Company has agreed to pay customary expenses, subject to certain limitations.
The foregoing description of the Registration Rights Agreement is qualified in its entirety by the provisions of the Registration Rights Agreement, filed on Form 8-K on January 5, 2015, as Exhibit 10.1 and incorporated by reference herein.
On January 5, 2015, in connection with the Offering and pursuant to the Purchase Agreement, WMIHC entered into an Escrow Agreement (the “Escrow Agreement”) with Citibank, N.A., as Escrow Agent (the “Escrow Agent”), pursuant to which WMIHC will cause to be deposited with the Escrow Agent the amount of $598,500,000, representing the proceeds of the Offering less offering fees payable on the Issue Date but before payment of other offering fees and expenses (including fees contingent upon future events). These net proceeds will be released from escrow from time to time to WMIHC as instructed by WMIHC in amounts necessary to (i) pay certain fees related to the Offering that may become payable to the Initial Purchasers, (ii) finance WMIHC’s efforts to explore and/or fund, in whole or in part, acquisitions whether completed or not, including reasonable attorney fees and expenses, accounting expenses, due diligence and financial advisor fees and expenses, (iii) pay certain amounts that may become payable to the holders of the Series B Preferred Stock upon the occurrence of certain put events, (iv) pay certain amounts that would become payable to the holders of the Series B Preferred Stock upon a mandatory redemption of the Series B Preferred Stock, and (v) pay certain expenses related to the Offering. The entire net proceeds will be released from escrow as instructed by WMIHC upon a Qualified Acquisition (as defined in the Escrow Agreement).
The foregoing description of the Escrow Agreement is qualified in its entirety by the provisions of the Escrow Agreement, filed on Form 8-K on January 5, 2015, as Exhibit 10.2 and incorporated by reference herein.
|
|
On January 5, 2015, WMIHC entered into an agreement for termination (the “Financing Agreement Termination”) of that certain Financing Agreement, dated as of March 19, 2012, by and among WMIHC, WMI Investment Corp., the lenders party thereto and U.S. Bank National Association, as administrative agent (the “Financing Agreement”). Pursuant to the Financing Agreement Termination, the Financing Agreement automatically terminated on January 5, 2015 and the Company no longer has or will have access to the funds thereunder. As of January 5, 2015, there were no loans outstanding under the Financing Agreement.
The foregoing description of the Financing Agreement Termination is qualified in its entirety by the provisions of the Financing Agreement Termination, filed on Form 8-K on January 5, 2015, as Exhibit 10.3 and incorporated by reference herein.
Pursuant to the Amended and Restated Bylaws of WMIHC (the “Bylaws”), upon termination of the Financing Agreement, Eugene Davis, as the FA Director (as defined in the Bylaws), is required to immediately resign from the Board of Directors of WMIHC. In connection with the execution and delivery of the Financing Agreement Termination, Mr. Davis resigned from the Board on January 5, 2015. Immediately following his resignation, the Board’s Nominating & Corporate Governance Committee recommended to the Board that it reappoint Mr. Davis and the Board reappointed Mr. Davis to fill the vacancy on the Board created by his departure on January 5, 2015. The Board also reappointed Mr. Davis to fill the vacancies created by his departure from the Compensation Committee and the Corporate Strategy and Development Committee. In connection with Mr. Davis’ resignation and immediate reappointment, the Board and the Compensation Committee jointly determined that Mr. Davis’ Board service was not interrupted and constituted “continued service” for purposes of vesting in his outstanding WMIHC restricted stock grants.
On January 5, 2015, in connection with the Offering, WMIHC filed with the Secretary of State of Washington the Articles of Amendment containing 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 on Form 8-K on January 5, 2015, as Exhibits 3.1 and 4.1, respectively, and incorporated by reference herein.
On January 5, 2015, WMIHC issued a press release announcing the completion of the Offering. A copy of the press release was filed on Form 8-K on January 5, 2015, as Exhibit 99.1 and is incorporated by reference herein.
The following table reflects pro-forma adjustments recorded on the Company’s December 31, 2014 Balance Sheet to reflect the impact of the Offering and related activities as if it had occurred on December 31, 2014. This pro-forma financial presentation is based on the best estimates currently available of expenses, some of which are contingent upon future events:
WMI HOLDINGS CORP. AND SUBSIDIARIES
CONSOLIDATED PRO_FORMA BALANCE SHEETS
(in thousands, except share data)
|
|
December 31, 2014 |
|
|
Preferred Series B Adjustments |
|
|
|
Pro-Forma December 31, 2014 |
|
|||
ASSETS |
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments held in trust, at fair value: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Fixed-maturity securities |
|
$ |
52,578 |
|
|
$ |
— |
|
|
|
$ |
52,578 |
|
Cash equivalents held in trust |
|
|
11,122 |
|
|
|
— |
|
|
|
|
11,122 |
|
Total investments held in trust |
|
|
63,700 |
|
|
|
— |
|
|
|
|
63,700 |
|
Cash and cash equivalents |
|
|
78,009 |
|
|
|
— |
|
|
|
|
78,009 |
|
Fixed-maturity securities, at fair value |
|
|
8,063 |
|
|
|
— |
|
|
|
|
8,063 |
|
Restricted cash |
|
|
2,447 |
|
|
|
598,500 |
|
(a) |
|
|
600,947 |
|
Accrued investment income |
|
|
476 |
|
|
|
— |
|
|
|
|
476 |
|
Deferred offering costs |
|
|
2,568 |
|
|
|
(2,568 |
) |
(b) |
|
|
— |
|
Other assets |
|
|
876 |
|
|
|
— |
|
|
|
|
876 |
|
Total assets |
|
$ |
156,139 |
|
|
$ |
595,932 |
|
|
|
$ |
752,071 |
|
LIABILITIES, MEZZAINE and SHAREHOLDERS’ EQUITY |
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Notes payable - principal |
|
$ |
31,220 |
|
|
$ |
— |
|
|
|
$ |
31,220 |
|
Notes payable - interest |
|
|
338 |
|
|
|
— |
|
|
|
|
338 |
|
Losses and loss adjustment reserves |
|
|
18,947 |
|
|
|
— |
|
|
|
|
18,947 |
|
Losses payable |
|
|
696 |
|
|
|
— |
|
|
|
|
696 |
|
Unearned premiums |
|
|
1,094 |
|
|
|
— |
|
|
|
|
1,094 |
|
Accrued ceding commissions |
|
|
44 |
|
|
|
— |
|
|
|
|
44 |
|
Loss contract fair market value reserve |
|
|
12,549 |
|
|
|
— |
|
|
|
|
12,549 |
|
Derivative liability - embedded conversion feature |
|
|
— |
|
|
|
66,227 |
|
(c) |
|
|
66,227 |
|
Other liabilities |
|
|
3,021 |
|
|
|
28,250 |
|
(d) |
|
|
31,271 |
|
Total liabilities |
|
|
67,909 |
|
|
|
94,477 |
|
|
|
|
162,386 |
|
Commitments and contingencies |
|
|
|
|
|
|
|
|
|
|
|
|
|
Redeemable and convertible Series B preferred stock, 600,000 shares issued and outstanding |
|
|
— |
|
|
|
501,455 |
|
(e) |
|
|
501,455 |
|
Shareholders’ equity: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Convertible Series A preferred stock, $0.00001 par value; 5,000,000 authorized; 1,000,000 and zero shares issued and outstanding as of December 31, 2014 and December 31, 2013, respectively |
|
|
— |
|
|
|
— |
|
|
|
|
— |
|
Convertible Series B preferred stock, $0.00001 par value; 5,000,000 authorized; 600,000 and zero shares issued and outstanding as of January 5, 2015 and December 31, 2013, respectively |
|
|
— |
|
|
|
— |
|
|
|
|
— |
|
Common stock, $0.00001 par value; 500,000,000 authorized; 202,343,245 and 201,842,351 shares issued and outstanding as of December 31, 2014 and December 31, 2013, respectively |
|
|
2 |
|
|
|
— |
|
|
|
|
2 |
|
Additional paid-in capital |
|
|
106,628 |
|
|
|
— |
|
|
|
|
106,628 |
|
Accumulated (deficit) |
|
|
(18,400 |
) |
|
|
— |
|
|
|
|
(18,400 |
) |
Total shareholders’ equity |
|
|
88,230 |
|
|
|
— |
|
|
|
|
88,230 |
|
Total liabilities mezzanine and shareholders’ equity |
|
$ |
156,139 |
|
|
$ |
595,932 |
|
|
|
$ |
752,071 |
|
The following notes relate to the table above and should be read in conjunction with the information in such table.
(a) |
This adjustment is necessary to give effect to the cash deposited into the Escrow account representing the proceeds of the Offering less offering fees payable on the Issue Date but before payment of other offering fees and expenses, some of which are dependent on future events. |
(b) |
This adjustments is necessary to properly net the deferred offering costs recorded at December 31, 2014 as a reduction of the net mezzanine liability as of the Issue Date. |
(c) |
This adjustment reflects the valuation of the embedded derivative created by the variable conversion feature of the Series B Offering. |
(d) |
This adjustment reflects the current estimate of additional offering fees and expenses, some of which are dependent on future events. |
(e) |
This adjustment reflects the net Series B preferred shares after deducting paid and contingent offering expenses and the value of the embedded derivative described above. |
At December 31, 2014, WMIHC held $2.4 million in restricted cash which had been received from WMMRC during the quarter ended December 31, 2014. Prior to this transfer the use of these assets was restricted as described in Note 12: Restriction on Distribution of Net Assets from Subsidiary. This cash was transferred to WMIHC as restricted cash upon approval for distribution by the Insurance Commissioner of the State of Hawaii. On January 6, 2015, WMIHC repaid $2.3 million of principal and $29 thousand of interest relating to the Runoff Notes. At January 6, 2015 (the date of the $2.3 million principal payment), the remaining outstanding balance of First Lien Runoff Notes was reduced to $665 thousand, and Second Lien Runoff Notes principal balance totaled $28.3 million.
|
Basis of Presentation
During the bankruptcy, WMI adopted so-called “Modified Exchange Act Reporting” under the Securities and Exchange Commission (the “SEC”) Staff’s Legal Bulletin No. 2 (“SLB 2”). Following the Effective Date, WMIHC continues to rely upon the guidance set forth in SLB 2 and we filed as of the Effective Date a Form 8-K pertaining to emergence from bankruptcy and subsequently filed a Form 8-K/A, which included WMIHC’s audited balance sheet as of the Effective Date. As provided under the SLB 2 Modified Exchange Act Reporting framework, WMIHC resumed filing periodic reports under the Exchange Act for all periods after the Effective Date of the Plan. Subsequent to the Effective Date, we have timely filed our Exchange Act periodic reports.
In connection with the foregoing, as of March 19, 2012, the Company adopted fresh start accounting in accordance with Accounting Standards Codification (“ASC”) 852-10, Reorganizations (as described in Note 3: Fresh Start Accounting). The adoption of fresh start accounting resulted in the Company becoming a new entity for financial reporting purposes. Accordingly, the financial statements prior to March 19, 2012 are not comparable with the financial statements on or after March 19, 2012. Reference to “Successor” refers to the Company on or after the emergence from bankruptcy on March 19, 2012. Reference to “Predecessor” refers to WMMRC prior to the adoption of fresh start accounting and the emergence from bankruptcy.
The accompanying consolidated financial statements have been prepared pursuant to the SEC’s rules and regulations and, as discussed, also under SLB 2. Certain information and footnote disclosures normally included in the financial statements and prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations; however, the Company believes that the disclosures included are adequate.
All significant intercompany transactions and balances have been eliminated in preparing the consolidated financial statements.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Management has made significant estimates in certain areas, including valuing certain financial instruments and other assets, the determination of the contingent risk liabilities, and in determining appropriate insurance reserves. Actual results could differ substantially from those estimates.
Fair Value of Certain Financial Instruments
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Generally, for assets that are reported at fair value, the Company uses quoted market prices or valuation models to estimate their fair value. These models incorporate inputs such as forward yield curves, market volatilities and pricing spreads, utilizing market-based inputs where readily available. The degree of management judgment involved in estimating the fair value of a financial instrument or other asset is dependent upon the availability of quoted market prices or observable market inputs. For financial instruments that are actively traded in the marketplace or whose values are based on readily available market value data, little judgment is necessary when estimating the instrument’s fair value. When observable market prices and data are not readily available, significant management judgment often is necessary to estimate fair value. In those cases, different assumptions could result in significant changes in valuation.
The Company classifies certain fixed-maturity investments as trading securities, which are recorded at fair value. The remaining fixed-maturity investments treated as “hold-to-maturity” investments are recorded at amortized cost which, in the case of much of our investment holdings, approximates fair value. As such, changes in unrealized gains and losses on investments held at the balance sheet date are recognized and reported as a component of net investment income on the statement of operations. The Company believes fair value provides better matching of investment earnings to potential cash flow generated from the investment portfolio and reduces subjectivity related to evaluating other-than-temporary impairment on the Company’s investment portfolio. In December 2014, WMIHC liquidated all its fixed-maturity securities in conjunction with the closing of the Series B Preferred Stock Financing. The Company received proceeds of approximately $12.6 million and recognized a nominal gain.
The carrying value of cash and cash equivalents, restricted cash, accounts payable and accrued liabilities approximates their fair value because of their short term nature.
The carrying value of notes payable approximates fair value based on time to maturity, underlying collateral, and prevailing interest rates.
Fair Value Option
The Company has recorded a liability related to a loss contract fair market value reserve (the “Reserve”) and applies Financial Accounting Standards Board (“FASB”) Fair Value Option accounting guidance to this liability. The Reserve was initially established in compliance with Accounting Standards Codification (“ASC”) 805-10-55-21(b)(1) which defines a loss contract as a “contract in which the unavoidable costs of meeting the obligations under the contract exceed the economic benefits expected to be received under it.” The Company recorded this Reserve to properly value the net economic value of the WMMRC subsidiary as further described in Note 3: Fresh Start Accounting. At each reporting date, the Company reassesses the loss contract reserve which may result in a change to this line item in the balance sheet and a corresponding contra-expense which is reflected in the statement of operations. Accordingly, any changes in the loss contract reserve at the balance sheet date are recognized and reported within the loss contract reserve fair market value change in the statement of operations. The Company believes Fair Value Option accounting provides better matching of earnings to potential cash flow generated from the WMMRC operating business.
Fair Value Measurement
The Company’s estimates of fair value for financial assets and financial liabilities are based on the framework established in the FASB Fair Value Measurements and Disclosures accounting guidance. The framework is based on the inputs used in valuation and requires that observable inputs be used in the valuations when available. The disclosure of fair value estimates in the fair value accounting guidance hierarchy is based on whether the significant inputs into the valuation are observable. In determining the level of the hierarchy in which the estimate is disclosed, the highest priority is given to unadjusted quoted prices in active markets and the lowest priority to unobservable inputs that reflect the Company’s significant market assumptions.
The three levels of the hierarchy are as follows:
Level 1—Inputs to the valuation methodology are quoted prices for identical assets or liabilities traded in active markets.
Level 2—Inputs to the valuation methodology include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability and market corroborated inputs.
Level 3—Valuations based on models where significant inputs are not observable. The unobservable inputs reflect the Company’s own assumptions about the inputs that market participants would use.
Fair values are based on quoted market prices when available (Level 1). The Company receives the quoted market prices from a third party, nationally recognized pricing service. When market prices are not available, the Company utilizes a pricing service to determine an estimate of fair value. The fair value is generally estimated using current market inputs for similar financial instruments with comparable terms and credit quality, commonly referred to as matrix pricing (Level 2). These valuation techniques involve some level of management estimation and judgment. The Company recognizes transfers between levels in the fair value hierarchy at the end of the reporting period.
Fixed-Maturity Securities
Fixed-maturity securities consist of U.S. Treasury securities, obligations of U.S. government sponsored agencies, commercial paper, commercial mortgage-backed securities, corporate debt securities 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 4: Insurance Activity. Investments in fixed-maturity securities are reported at their estimated fair values or amortized cost (as the case may be) and are classified as trading securities in accordance with applicable accounting guidance. Realized gains and losses on the sale of fixed-maturity securities are determined using the specific identification method and are reported as a component of net investment income within the statement of operations.
Cash Equivalents and Investments Held in Trust
Cash equivalents, which include highly liquid overnight money market instruments, and fixed-maturity securities are held in trust for the benefit of the primary insurers as more fully described in Note 3: Fresh Start Accounting, and Note 4: Insurance Activity and the following information regarding restrictions on distribution of net assets of subsidiaries.
Third Party Restrictions on Distribution of Net Assets of Wholly-Owned Subsidiaries
The net assets of WMMRC are subject to restrictions from distribution from multiple sources including the primary insurers who have approval control of distribution from the trust, the Insurance Commissioner of the State of Hawaii who has approval control prior to distributions or intercompany advances, and additional restrictions as described in Note 8: Notes Payable.
Premium Recognition
Premiums assumed are earned on a daily pro-rata basis over the underlying policy terms. Premiums assumed relating to the unexpired portion of policies in force at the balance sheet date are recorded as unearned premiums. Unearned premiums also include a reserve for post default premium reserves. Post default premium reserves occur when a loan is in a default position and the servicer continues to advance the premiums. If the loan ultimately goes to claim, the premiums advanced during the period of default are subject to recapture. The Company records a default premium reserve based on information provided by the underlying mortgage insurers when they provide information on the default premium reserve separately from other reserves. The change in the default premium reserve is reflected as a reduction or increase, as the case may be, in premiums assumed. The Company has recorded unearned premiums totaling $1.1 million and $1.4 million as of December 31, 2014 and December 31, 2013, respectively.
The Company recognizes premium deficiencies when there is a probable loss on an insurance contract. Premium deficiencies are recognized if the sum of the present value of expected losses and loss adjustment expenses, unamortized deferred acquisition costs, and maintenance costs exceed unearned premiums and anticipated investment income. Premium deficiency reserves have been recorded totaling $2.3 million and $2.4 million as of December 31, 2014 and December 31, 2013, respectively.
The Company’s premium deficiency analysis was performed on a single book basis and includes all book years and reinsurance treaties aggregated together using assumptions based on the actuarial best estimates at the balance sheet date. The calculation for premium deficiency requires significant judgment and includes estimates of future expected premiums, claims, loss adjustment expenses and investment income as of the balance sheet date. To the extent ultimate losses are higher or premiums are lower than estimated, additional premium deficiency reserves may be required in the future.
Cash and Cash Equivalents
Cash and cash equivalents include cash on hand, amounts due from banks, U.S. Treasury bills and overnight investments. Except as described above in Cash Equivalents and Investments Held in Trust, the Company considers all amounts that are invested in highly liquid over-night money market instruments to be cash equivalents. The FDIC insures amounts on deposit with each financial institution up to limits as prescribed by law. The Company may hold funds with financial institutions in excess of the FDIC insured amount, however, the Company has not experienced any losses in such accounts and management believes it is not exposed to any significant credit risk on cash and cash equivalents.
Restricted Cash
Restricted cash consists of amounts held for the express purposes of paying principal, interest and related fees on the Runoff Notes pursuant to the terms of the Indentures.
Ceding Commission Expense
The Company is required to pay a ceding commission to certain primary insurers pursuant to certain reinsurance agreements.
Losses and Loss Adjustment Reserves
The losses and loss adjustment reserve includes case basis estimates of reported losses and supplemental amounts for incurred but not reported losses (“IBNR”). A default is considered the incident (e.g., the failure to make timely payment of mortgage payments) that may give rise to a claim for mortgage insurance. In establishing the losses and loss adjustment reserve, the Company utilizes the findings of an independent consulting actuary. The consulting actuary estimates ultimate loss rates based upon industry data and claims and exposure data provided by the primary mortgage insurance carriers and assumptions of prepayment speed relative to loans reinsured by the Company. The fully developed ultimate loss rates are then applied to cumulative earned premium and reduced for cumulative losses and loss adjustment expenses paid to arrive at the liability for unpaid losses and loss adjustment expenses. Actuarial methods utilized by the consulting actuary to derive the ultimate loss rates, include the loss development method, simulated loss development method, Bornhuetter-Ferguson method and simulated Bornhuetter-Ferguson method on a paid and incurred basis. Due to the current condition of the mortgage insurance market, WMMRC has recorded reserves at the higher of (x) reserves estimated by the consulting actuary for each primary mortgage guaranty carrier and (y) ceded case reserves and IBNR levels reported by the primary mortgage guaranty carriers as of December 31, 2014 and December 31, 2013, respectively. Management believes that the recorded aggregate liability for unpaid losses and loss adjustment expenses at period end represents the Company’s best estimate, based upon the available data, of the amount necessary to cover the current cost of losses. However, due to the inherent uncertainty arising from fluctuations in the persistency rate of mortgage insurance claims, the Company’s size and lack of prior operating history, external factors such as future changes in regional or national economic conditions, judicial decisions, federal and state legislation related to mortgage restructuring and foreclosure restrictions, claims denials and coverage rescissions by primary carriers and other factors beyond the Company’s control, it is not presently possible to determine whether actual loss experience will conform to the assumptions used in determining the estimated amounts for such liability at the balance sheet date. Accordingly, the ultimate liability could be significantly higher or lower, as the case may be, of the amount indicated in the financial statements and there can be no assurance that the reserve amounts recorded will be sufficient. As adjustments to these estimates become necessary, such adjustments are reflected in current operations.
Loss Contract Fair Market Value Reserves
A loss contract fair market value reserve relating to contractual obligations of WMMRC was established at March 19, 2012 as a result of applying fresh start accounting (more fully described in Note 3: Fresh Start Accounting) and in compliance with ASC 805-10-55-21(b)(1) which defines a loss contract as a “contract in which the unavoidable costs of meeting the obligations under the contract exceed the economic benefits expected to be received under it.” The fair market value of this reserve is analyzed quarterly and is adjusted accordingly. This adjustment to the reserve produces an expense or contra-expense in the statement of operations.
Fresh Start Accounting
The Company adopted fresh start accounting in accordance with ASC 852 (Reorganizations) (“ASC 852”). See Note 3: Fresh Start Accounting for a description of the Company’s application of this standard.
Comprehensive Income (Loss)
The Company has no comprehensive income (loss) other than the net income (loss) disclosed in the consolidated statement of operations.
Net (Loss) Income Per Common Share
Basic earnings (loss) per common share is computed by dividing net income (loss) applicable to the Company’s common shareholders by the weighted average number of common shares outstanding for the period after subtracting the weighted average of any unvested restricted shares outstanding, as these are subject to repurchase. Diluted earnings (loss) per common share is computed by dividing net income (loss) applicable to the Company’s common shareholders by the weighted average number of common shares outstanding during the period and the effect of all dilutive common stock equivalents (of which we had zero prior to January 30, 2014). If common share equivalents exist, in periods where there is a net loss, diluted loss per common share would be equal to or less than basic loss per common share, since the effect of including any common share equivalents would be antidilutive.
Equity-Based Compensation
On May 22, 2012, WMIHC’s Board of Directors approved the Company’s 2012 Long-Term Incentive Plan (the “2012 Plan”) to award restricted stock to its non-employee directors and to have a plan in place for awards to executives and others in connection with the Company’s operations and future strategic plans. A total of 2 million shares of common stock were initially reserved for future issuance under the Plan, which became effective upon the Board approval on May 22, 2012. On February 10, 2014, the Board approved and adopted a First Amendment to the 2012 Plan, pursuant to which the number of shares of WMIHC’s common stock reserved and available for grants under the 2012 Plan was increased from 2 million shares to 3 million shares, and that modified the terms under which the 2012 Plan may be amended to permit such an increase through action of the Board except when shareholder approval is necessary to comply with any applicable law, regulation or rule of any stock exchange on which WMIHC’s shares are listed, quoted or traded. The 2012 Plan provides for the granting of restricted shares and other cash and share based awards. The value of restricted stock is determined using the fair market value of the shares on the issuance date.
Income Taxes
The Company follows the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for the future income tax consequences attributable to differences between the carrying amounts and tax bases of assets and liabilities and losses carried forward and tax credits. Deferred tax assets and liabilities are measured using enacted tax rates and laws applicable to the years in which the differences are expected to reverse. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is provided to the extent that it is more likely than not that deferred tax assets will not be realized.
The Company recognizes the financial statement effects of a tax position when it is more likely than not, based on the technical merits, that the position will be sustained upon examination. Penalties and interest, of which there are none, would be reflected in income tax expense. Tax years are open to the extent the Company has net operating loss carry-forwards available to be utilized currently.
Reclassification
Certain prior year balances have been reclassified to conform with the basis of presentation used as of December 31, 2014.
Reclassification
Certain prior year balances have been reclassified to conform with the basis of presentation used as of December 31, 2014.
New Accounting Pronouncements
The Company has reviewed recently issued standards and determined that none have relevance to its current operations or have any material impact on the Company’s consolidated financial position, results of operations or disclosure requirements.
|
Adjustments recorded to the Predecessor, after giving effect to the implementation of the Plan and to record assets and liabilities at fair value pursuant to the adoption of fresh start accounting are summarized below:
(dollars in thousands except per share amounts) |
|
Predecessor |
|
|
Reorganization |
|
|
Fair Value |
|
|
Successor |
|
||||
ASSETS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments held in trust, at fair value: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fixed-maturity securities |
|
$ |
303,169 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
303,169 |
|
Cash equivalents held in trust |
|
|
26,249 |
|
|
|
— |
|
|
|
— |
|
|
|
26,249 |
|
Total investments held in trust |
|
|
329,418 |
|
|
|
— |
|
|
|
— |
|
|
|
329,418 |
|
Cash and cash equivalents |
|
|
7,014 |
|
|
|
75,000 |
(c) |
|
|
— |
|
|
|
82,014 |
|
Fixed-maturity securities, at fair value |
|
|
6,049 |
|
|
|
— |
|
|
|
— |
|
|
|
6,049 |
|
Accrued investment income |
|
|
2,313 |
|
|
|
— |
|
|
|
— |
|
|
|
2,313 |
|
Other assets |
|
|
3,389 |
|
|
|
210,000 |
(d) |
|
|
(210,000 |
)(i) |
|
|
3,389 |
|
Total assets |
|
$ |
348,183 |
|
|
$ |
285,000 |
|
|
$ |
(210,000 |
) |
|
$ |
423,183 |
|
LIABILITIES AND SHAREHOLDERS’ EQUITY |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Notes payable—principal |
|
$ |
— |
|
|
$ |
130,000 |
(e) |
|
$ |
— |
|
|
$ |
130,000 |
|
Losses and loss adjustment reserves |
|
|
141,010 |
|
|
|
— |
|
|
|
— |
|
|
|
141,010 |
|
Losses payable |
|
|
7,585 |
|
|
|
— |
|
|
|
— |
|
|
|
7,585 |
|
Unearned premiums |
|
|
409 |
|
|
|
— |
|
|
|
— |
|
|
|
409 |
|
Accrued ceding commissions |
|
|
466 |
|
|
|
— |
|
|
|
— |
|
|
|
466 |
|
Loss contract fair market value reserve |
|
|
— |
|
|
|
— |
|
|
|
63,064 |
(j) |
|
|
63,064 |
|
Other liabilities |
|
|
27,156 |
|
|
|
(23,109 |
)(f) |
|
|
2 |
(f) |
|
|
4,049 |
|
Total liabilities |
|
|
176,626 |
|
|
|
106,891 |
|
|
|
63,066 |
|
|
|
346,583 |
|
Shareholders’ equity: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock, $.00001 par value; 500,000,000 authorized, 200,000,000 shares issued and outstanding |
|
|
— |
|
|
|
2 |
(g) |
|
|
— |
|
|
|
2 |
|
Common stock, $1 par value, 1,000 shares issued and outstanding |
|
|
1 |
|
|
|
— |
|
|
|
(1 |
)(k) |
|
|
— |
|
Additional paid-in capital (Predecessor) |
|
|
69,879 |
|
|
|
— |
|
|
|
(69,879 |
)(l) |
|
|
— |
|
Additional paid-in capital (Successor) |
|
|
— |
|
|
|
154,998 |
(g) |
|
|
(78,400 |
)(m) |
|
|
76,598 |
|
Retained earnings |
|
|
101,677 |
|
|
|
23,109 |
(h) |
|
|
(124,786 |
)(n) |
|
|
— |
|
Total shareholders’ equity |
|
|
171,557 |
|
|
|
178,109 |
|
|
|
(273,066 |
) |
|
|
76,600 |
|
Total liabilities and shareholders’ equity |
|
$ |
348,183 |
|
|
$ |
285,000 |
|
|
$ |
(210,000 |
) |
|
$ |
423,183 |
|
The following notes relate to the table above and should be read in conjunction with the information in such table.
(a) |
These adjustments are necessary to give effect to the Plan, including the receipt of cash proceeds associated with the contribution of cash from certain creditors, issuance of debt securities, issuance of 200 million shares of common stock and other transactions as contemplated under the Plan. |
(b) |
These adjustments are necessary to reflect assets and liabilities at fair value and elimination of Predecessor equity. The primary operating business of the Successor is the WMMRC subsidiary which has a net asset value higher than its Fair Market Value (“FMV”). |
(c) |
This adjustment reflects $75 million of cash contributed to the Company on the Effective Date by certain creditors. |
(d) |
This adjustment reflects the Court’s valuation of WMMRC of $140 million and additional value attributable to the NOLs. These items have been adjusted to FMV as part of the application of Fresh Start Accounting. The Court’s valuation is presented solely for information purposes, however, because management does not believe that the Court’s valuation necessarily reflects the actual or FMV of the Company’s assets and liabilities under GAAP. This adjustment is eliminated as described in (i) below. |
(e) |
This adjustment reflects the issuance of $130 million of Runoff Notes as described in Note 8: Notes Payable below. |
(f) |
This adjustment reflects eliminating an intercompany payable occurring from carve-out allocated costs related to historic charges allocated as if services had been performed and charged to the Predecessor in accordance with Staff Accounting Bulletin (“SAB”) Topic 1B and 1B1. The methodology for these charges is based on applying the current contractual relationships described in Note 7: Service Agreements and Related Party Transactions as if they had been in place since the formation of WMMRC. The impact on historic earnings is described in (h) below. Additionally, this eliminates the offsetting intercompany amount created when Predecessor common stock is eliminated. |
(g) |
This adjustment reflects the calculated value of the 200 million shares of common stock issued before adjusting for FMV as a result of Fresh Start Accounting. This amount results from the use of the Court-assigned (non-GAAP) values attributed to assets and liabilities which are then utilized in calculating the resulting balance attributable to equity. The common stock is recorded at par value calculated as 200 million shares at a par value of $0.00001 per share. The remainder of the value is then attributed to additional paid-in capital. |
(h) |
This adjustment increases the retained earnings of the Predecessor due to the elimination of the carve-out costs which decreased historic earnings of the Predecessor. The resulting intercompany payable is described in (f) above. These costs and the related retained earnings are eliminated as the costs were allocated in accordance with SAB Topics 1B and 1B1 and would have eliminated in consolidation. |
(i) |
This adjustment reflects the elimination of the Court assigned values described in (d) above. There has been no goodwill recorded as a result of this transaction. WMMRC is reported as the Predecessor and therefore is carried at FMV in individual line items. Management believes that the Court’s valuation was inconsistent with GAAP and such information related to such valuation is being presented here for informational purposes only. Therefore, elimination is required to present the opening balance sheet in accordance with GAAP. |
(j) |
This adjustment is required to reflect a loss contract fair market value reserve of $63.1 million relating to contractual obligations of WMMRC. This is in compliance with ASC 805-10-55-21(b)(1) which defines a loss contract as a “contract in which the unavoidable costs of meeting the obligations under the contract exceed the economic benefits expected to be received under it.” The net assets or equity value of WMMRC totaled $171.6 million prior to reorganization and fair value adjustments. The elimination of the costs and intercompany payable allocated to the predecessor in accordance with SAB Topic 1B and 1B1 and described in (f) above increase the equity value to $194.7 million. The value of WMMRC was reduced by $63.1 million based upon the FMV analysis described above. |
Predecessor retained earnings |
|
$ |
101,677 |
|
Adjustment for carve-out allocations |
|
|
23,109 |
|
Predecessor adjusted retained earnings |
|
|
124,786 |
|
Predecessor additional paid-in capital |
|
|
69,879 |
|
Predecessor common stock eliminated in consolidation |
|
|
(1 |
) |
Predecessor equity value |
|
|
194,664 |
|
Fair market value of WMMRC |
|
|
131,600 |
|
Loss contract fair market reserve allowance |
|
$ |
63,064 |
|
(k) |
This adjustment reflects the elimination of common stock of the Predecessor. |
(l) |
This adjustment reflects the elimination of additional paid-in capital of the Predecessor. |
(m) |
This adjustment reflects the reduction of equity value resulting from Fresh Start Accounting. It is comprised of a reduction (relative to Court assigned FMV) in WMMRC’s FMV totaling $8.4 million and the elimination of the Court assigned value of $70 million related to NOLs. Although the Company has substantial NOLs they are subject to a 100 percent valuation allowance as described in Note 6: Income Taxes, and there can be no assurance the Company will be able to realize any benefit from the NOLs. |
Fair market value of WMMRC (Court assigned) |
|
$ |
140,000 |
|
Fair market value of WMMRC |
|
|
131,600 |
|
Fair market value reduction |
|
|
8,400 |
|
Elimination of Court assigned value related to NOLs |
|
|
70,000 |
|
Total change in fair market value affecting Equity Value |
|
$ |
78,400 |
|
Court assigned Equity Value recorded as additional paid-in capital |
|
$ |
154,998 |
|
Total change in fair market value affecting Equity Value |
|
|
78,400 |
|
Additional paid-in capital at March 19, 2012 |
|
$ |
76,598 |
|
(n) |
This adjustment reflects the elimination of adjusted retained earnings of the Predecessor. |
Predecessor retained earnings |
|
$ |
101,677 |
|
Adjustment for carve-out allocations |
|
|
23,109 |
|
Predecessor adjusted retained earnings |
|
$ |
124,786 |
|
Predecessor retained earnings |
|
$ |
101,677 |
|
Adjustment for carve-out allocations |
|
|
23,109 |
|
Predecessor adjusted retained earnings |
|
|
124,786 |
|
Predecessor additional paid-in capital |
|
|
69,879 |
|
Predecessor common stock eliminated in consolidation |
|
|
(1 |
) |
Predecessor equity value |
|
|
194,664 |
|
Fair market value of WMMRC |
|
|
131,600 |
|
Loss contract fair market reserve allowance |
|
$ |
63,064 |
|
(k) |
This adjustment reflects the elimination of common stock of the Predecessor. |
(l) |
This adjustment reflects the elimination of additional paid-in capital of the Predecessor. |
(m) |
This adjustment reflects the reduction of equity value resulting from Fresh Start Accounting. It is comprised of a reduction (relative to Court assigned FMV) in WMMRC’s FMV totaling $8.4 million and the elimination of the Court assigned value of $70 million related to NOLs. Although the Company has substantial NOLs they are subject to a 100 percent valuation allowance as described in Note 6: Income Taxes, and there can be no assurance the Company will be able to realize any benefit from the NOLs. |
Fair market value of WMMRC (Court assigned) |
|
$ |
140,000 |
|
Fair market value of WMMRC |
|
|
131,600 |
|
Fair market value reduction |
|
|
8,400 |
|
Elimination of Court assigned value related to NOLs |
|
|
70,000 |
|
Total change in fair market value affecting Equity Value |
|
$ |
78,400 |
|
Court assigned Equity Value recorded as additional paid-in capital |
|
$ |
154,998 |
|
Total change in fair market value affecting Equity Value |
|
|
78,400 |
|
Additional paid-in capital at March 19, 2012 |
|
$ |
76,598 |
|
(n) |
This adjustment reflects the elimination of adjusted retained earnings of the Predecessor. |
Predecessor retained earnings |
|
$ |
101,677 |
|
Adjustment for carve-out allocations |
|
|
23,109 |
|
Predecessor adjusted retained earnings |
|
$ |
124,786 |
|
Predecessor retained earnings |
|
$ |
101,677 |
|
Adjustment for carve-out allocations |
|
|
23,109 |
|
Predecessor adjusted retained earnings |
|
|
124,786 |
|
Predecessor additional paid-in capital |
|
|
69,879 |
|
Predecessor common stock eliminated in consolidation |
|
|
(1 |
) |
Predecessor equity value |
|
|
194,664 |
|
Fair market value of WMMRC |
|
|
131,600 |
|
Loss contract fair market reserve allowance |
|
$ |
63,064 |
|
Fair market value of WMMRC (Court assigned) |
|
$ |
140,000 |
|
Fair market value of WMMRC |
|
|
131,600 |
|
Fair market value reduction |
|
|
8,400 |
|
Elimination of Court assigned value related to NOLs |
|
|
70,000 |
|
Total change in fair market value affecting Equity Value |
|
$ |
78,400 |
|
Court assigned Equity Value recorded as additional paid-in capital |
|
$ |
154,998 |
|
Total change in fair market value affecting Equity Value |
|
|
78,400 |
|
Additional paid-in capital at March 19, 2012 |
|
$ |
76,598 |
|
|
Premiums assumed and earned are as follows for the periods ended December 31, 2014, 2013 and 2012, respectively:
|
Successor |
|
|
|
Predecessor |
|
||||||||||
|
Year ended |
|
|
Year ended |
|
|
Period from March 20 through |
|
|
|
Period from January 1, 2012 through |
|
||||
|
December 31, |
|
|
December 31, |
|
|
December 31, |
|
|
|
March 19, |
|
||||
|
2014 |
|
|
2013 |
|
|
2012 |
|
|
|
2012 |
|
||||
Premiums assumed |
$ |
6,869 |
|
|
$ |
12,115 |
|
|
$ |
14,210 |
|
|
|
$ |
6,130 |
|
Change in unearned premiums |
|
300 |
|
|
|
(1,169 |
) |
|
|
184 |
|
|
|
|
47 |
|
Premiums earned |
$ |
7,169 |
|
|
$ |
10,946 |
|
|
$ |
14,394 |
|
|
|
$ |
6,177 |
|
The components of the liability for losses and loss adjustment reserves are as follows as of December 31, 2014, 2013 and 2012, respectively:
|
December 31, |
|
|
December 31, |
|
|
December 31, |
|
|||
|
2014 |
|
|
2013 |
|
|
2012 |
|
|||
Case-basis reserves |
$ |
16,538 |
|
|
$ |
41,159 |
|
|
$ |
66,173 |
|
IBNR reserves |
|
110 |
|
|
|
713 |
|
|
|
1,298 |
|
Premium deficiency reserves |
|
2,299 |
|
|
|
2,442 |
|
|
|
15,053 |
|
Total losses and loss adjustment reserves |
$ |
18,947 |
|
|
$ |
44,314 |
|
|
$ |
82,524 |
|
Losses and loss adjustment reserve activity are as follows for the years ended December 31, 2014, 2013 and 2012, respectively:
|
December 31, |
|
|
December 31, |
|
|
December 31, |
|
|||
|
2014 |
|
|
2013 |
|
|
2012 |
|
|||
Balance at beginning of period |
$ |
44,314 |
|
|
$ |
82,524 |
|
|
$ |
142,119 |
|
Incurred (released) - prior periods |
|
3,281 |
|
|
|
(6,159 |
) |
|
|
30,111 |
|
Paid - prior periods |
|
(28,648 |
) |
|
|
(32,051 |
) |
|
|
(89,706 |
) |
Total losses and loss adjustment reserves |
$ |
18,947 |
|
|
$ |
44,314 |
|
|
$ |
82,524 |
|
|
The amortized cost, gross unrealized gains, gross unrealized losses and estimated fair values of total fixed-maturity securities and total fixed-maturity securities held in trust at December 31, 2014, are as follows:
|
December 31, 2014 |
|
|||||||||||||
|
Amortized Cost |
|
|
Gross Unrealized Gains |
|
|
Gross Unrealized Losses |
|
|
Estimated Fair Value |
|
||||
Obligations of U.S. government sponsored enterprises |
$ |
6,491 |
|
|
$ |
12 |
|
|
$ |
(28 |
) |
|
$ |
6,475 |
|
Corporate debt securities |
|
41,018 |
|
|
|
531 |
|
|
|
(65 |
) |
|
|
41,484 |
|
Commercial paper |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Foreign corporate debt securities |
|
12,693 |
|
|
|
47 |
|
|
|
(58 |
) |
|
|
12,682 |
|
Total fixed-maturity securities |
|
60,202 |
|
|
|
590 |
|
|
|
(151 |
) |
|
|
60,641 |
|
Less total unrestricted fixed-maturity securities – trading |
|
7,895 |
|
|
|
179 |
|
|
|
(11 |
) |
|
|
8,063 |
|
Less total unrestricted fixed-maturity securities – held to maturity |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Total fixed-maturity securities held in trust |
$ |
52,307 |
|
|
$ |
411 |
|
|
$ |
(140 |
) |
|
$ |
52,578 |
|
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, 2013, are as follows:
|
December 31, 2013 |
|
|||||||||||||
|
Amortized Cost |
|
|
Gross Unrealized Gains |
|
|
Gross Unrealized Losses |
|
|
Estimated Fair Value |
|
||||
Obligations of U.S. government sponsored enterprises |
$ |
15,868 |
|
|
$ |
127 |
|
|
$ |
(163 |
) |
|
$ |
15,832 |
|
Corporate debt securities |
|
80,624 |
|
|
|
1,450 |
|
|
|
(182 |
) |
|
|
81,892 |
|
Commercial paper |
|
98,929 |
|
|
|
4 |
|
|
|
(1 |
) |
|
|
98,932 |
|
Foreign corporate debt securities |
|
22,166 |
|
|
|
149 |
|
|
|
(170 |
) |
|
|
22,145 |
|
Total fixed-maturity securities |
|
217,587 |
|
|
|
1,730 |
|
|
|
(516 |
) |
|
|
218,801 |
|
Less total unrestricted fixed-maturity securities – trading |
|
7,326 |
|
|
|
232 |
|
|
|
(13 |
) |
|
|
7,545 |
|
Less total unrestricted fixed-maturity securities – held to maturity |
|
65,352 |
|
|
|
— |
|
|
|
— |
|
|
|
65,352 |
|
Total fixed-maturity securities held in trust |
$ |
144,909 |
|
|
$ |
1,498 |
|
|
$ |
(503 |
) |
|
$ |
145,904 |
|
Amortized cost and estimated fair value of fixed-maturity securities at December 31, 2014 by contractual maturity are as follows:
Maturity in: |
|
|
|
|
|
|
|
2015 |
$ |
18,698 |
|
|
$ |
18,775 |
|
2016-2019 |
|
41,504 |
|
|
|
41,866 |
|
Total fixed-maturity securities |
$ |
60,202 |
|
|
$ |
60,641 |
|
Net investment income (loss) for the periods ending December 31, 2014, 2013 and 2012, respectively, is summarized as follows:
|
|
Successor |
|
|
|
Predecessor |
|
||||||||||
|
|
Year ended |
|
|
Year ended |
|
|
Period from March 20, 2012 through |
|
|
|
Period from January 1 through |
|
||||
|
|
December 31, 2014 |
|
|
December 31, 2013 |
|
|
December 31, 2012 |
|
|
|
March 19, 2012 |
|
||||
Investment income (loss): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of premium or discount on fixed-maturity securities |
|
$ |
(1,663 |
) |
|
$ |
(2,309 |
) |
|
$ |
(1,837 |
) |
|
|
$ |
(523 |
) |
Investment income on fixed-maturity securities |
|
|
3,369 |
|
|
|
6,588 |
|
|
|
7,232 |
|
|
|
|
2,467 |
|
Interest income on cash and equivalents |
|
|
11 |
|
|
|
10 |
|
|
|
161 |
|
|
|
|
3 |
|
Realized net gain (loss) from sale of investments |
|
|
436 |
|
|
|
(1,575 |
) |
|
|
2,747 |
|
|
|
|
176 |
|
Unrealized (losses) gains on trading securities held at period end |
|
|
(774 |
) |
|
|
(3,492 |
) |
|
|
(1,410 |
) |
|
|
|
1,049 |
|
Net investment income (loss) |
|
$ |
1,379 |
|
|
$ |
(778 |
) |
|
$ |
6,893 |
|
|
|
$ |
3,172 |
|
The following tables show how the Company’s investments are categorized in accordance with fair value measurement, as of December 31, 2014 and 2013, respectively:
|
December 31, 2014 |
|
|||||||||||||
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Total |
|
||||
Class of Security: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Obligations of U.S. government sponsored enterprises |
$ |
3,009 |
|
|
$ |
3,466 |
|
|
$ |
— |
|
|
$ |
6,475 |
|
Corporate debt securities |
|
14,939 |
|
|
|
26,545 |
|
|
|
|
|
|
|
41,484 |
|
Commercial paper |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Foreign corporate debt securities |
|
2,822 |
|
|
|
9,860 |
|
|
|
— |
|
|
|
12,682 |
|
Total fixed-maturity securities |
|
20,770 |
|
|
|
39,871 |
|
|
|
— |
|
|
|
60,641 |
|
Money market funds |
|
88,851 |
|
|
|
— |
|
|
|
— |
|
|
|
88,851 |
|
Total |
$ |
109,621 |
|
|
$ |
39,871 |
|
|
$ |
— |
|
|
$ |
149,492 |
|
|
December 31, 2013 |
|
|||||||||||||
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Total |
|
||||
Class of Security: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Obligations of U.S. government sponsored enterprises |
$ |
6,299 |
|
|
$ |
9,533 |
|
|
$ |
— |
|
|
$ |
15,832 |
|
Corporate debt securities |
|
11,891 |
|
|
|
70,001 |
|
|
|
— |
|
|
|
81,892 |
|
Commercial paper |
|
98,932 |
|
|
|
— |
|
|
|
— |
|
|
|
98,932 |
|
Foreign corporate debt securities |
|
7,652 |
|
|
|
14,493 |
|
|
|
— |
|
|
|
22,145 |
|
Total fixed-maturity securities |
|
124,774 |
|
|
|
94,027 |
|
|
|
— |
|
|
|
218,801 |
|
Money market funds |
|
44,863 |
|
|
|
— |
|
|
|
— |
|
|
|
44,863 |
|
Total |
$ |
169,637 |
|
|
$ |
94,027 |
|
|
$ |
— |
|
|
$ |
263,664 |
|
|
|
2014 |
|
|
2013 |
|
||||||||||
|
|
Transfers from |
|
|
Transfers from |
|
|
Transfers from |
|
|
Transfers from |
|
||||
Class of securities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate securities |
|
$ |
— |
|
|
$ |
13,941 |
|
|
$ |
— |
|
|
$ |
4,598 |
|
Foreign corporate debt securities |
|
|
— |
|
|
|
1,810 |
|
|
|
— |
|
|
|
2,537 |
|
Total Transfers |
|
$ |
— |
|
|
$ |
15,751 |
|
|
$ |
— |
|
|
$ |
7,135 |
|
|
The Company has not recorded an income tax expense or benefit for the years ended December 31, 2014, 2013 or 2012.
|
|
2014 |
|
|
2013 |
|
|
2012 |
|
|||
Current federal income tax expense |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
Provision for doubtful federal income tax receivable |
|
|
— |
|
|
|
— |
|
|
|
— |
|
Deferred federal income tax (benefit) expense |
|
|
— |
|
|
|
— |
|
|
|
— |
|
Federal income tax benefit |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
The items accounting for the difference between income taxes computed at the US federal statutory rate and our effective rate were as follows:
|
Successor |
|
|
|
Predecessor |
|
||||||||||
|
Year Ended |
|
|
Year Ended |
|
|
Period from |
|
|
|
Period from |
|
||||
|
December 31, 2014 |
|
|
December 31, 2013 |
|
|
March 20, 2012 through December 31, 2012 |
|
|
|
January 1, 2012 through March 19, 2012 |
|
||||
Income tax at the federal statutory rate of 35% |
|
35 |
% |
|
|
35 |
% |
|
|
-35 |
% |
|
|
|
-35 |
% |
Effect of: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Worthless stock deduction |
— |
|
|
13 |
|
|
(23,718) |
|
|
|
— |
|
||||
Cancelation of debt |
— |
|
|
— |
|
|
2,401 |
|
|
|
— |
|
||||
As filed adjustments |
— |
|
|
(14,505) |
|
|
— |
|
|
|
— |
|
||||
Adjustments to NOL due to 382 limitation |
(9) |
|
|
— |
|
|
4,518 |
|
|
|
— |
|
||||
Change in valuation allowance |
(26) |
|
|
14,457 |
|
|
16,834 |
|
|
|
35 |
|
||||
Effective rate |
— |
% |
|
— |
% |
|
— |
% |
|
|
— |
% |
The components of the net deferred tax asset as of December 31, 2014 and 2013, respectively, are as follows:
|
|
2014 |
|
|
2013 |
|
||
Deferred federal income tax asset: |
|
|
|
|
|
|
|
|
Losses and loss adjustments expenses |
|
$ |
— |
|
|
$ |
143 |
|
Net operating loss carryforward |
|
|
2,098,597 |
|
|
|
2,087,490 |
|
Accruals and reserves |
|
|
4,531 |
|
|
|
16,387 |
|
As filed adjustments |
|
|
214 |
|
|
|
130 |
|
Capital loss carryforward |
|
|
52,603 |
|
|
|
52,756 |
|
Total deferred federal income tax asset |
|
|
2,155,945 |
|
|
|
2,156,906 |
|
Deferred federal income tax liabilities: |
|
|
|
|
|
|
|
|
Net unrealized gains on investments |
|
|
154 |
|
|
|
425 |
|
Losses and loss adjustments expenses |
|
|
102 |
|
|
|
— |
|
Total deferred federal income tax liabilities |
|
|
256 |
|
|
|
425 |
|
Less: Valuation allowance |
|
|
2,155,689 |
|
|
|
2,156,481 |
|
Net deferred federal income tax asset |
|
$ |
— |
|
|
$ |
— |
|
|
Date |
|
Percentage |
|
|
3rd anniversary of the Initial Issue Date |
|
|
103.750 |
% |
4th anniversary of the Initial Issue Date |
|
|
101.875 |
% |
5th anniversary of the Initial Issue Date and thereafter |
|
|
100.000 |
% |
|
The unamortized value of $1.2 million at December 31, 2014, if all are ultimately vested will be amortized according to the following schedule.
Amortization Schedule (in thousands) |
|
|
|
|
1st quarter 2015 |
|
$ |
201 |
|
2nd quarter 2015 |
|
|
162 |
|
3rd quarter 2015 |
|
|
162 |
|
4th quarter 2015 |
|
|
162 |
|
1st quarter 2016 |
|
|
154 |
|
2nd quarter 2016 |
|
|
107 |
|
3rd quarter 2016 |
|
|
107 |
|
4th quarter 2016 |
|
|
107 |
|
1st quarter 2017 |
|
|
70 |
|
Total unamortized value |
|
$ |
1,232 |
|
A summary of WMIHC’s restricted share award activity for the years ended December 2014, December 31, 2013 and December 31, 2012 is presented below.
|
|
Number of restricted stock awards outstanding |
|
|
Weighted-average grant date fair value |
|
|
Aggregate intrinsic value (in thousands) |
|
|||
Outstanding—January 1, 2012 |
|
|
— |
|
|
$ |
— |
|
|
$ |
— |
|
Restricted stock awards granted during 2012 |
|
|
1,156,078 |
|
|
|
0.4761 |
|
|
550 |
|
|
Restricted stock awards released or forfeited during 2012 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
Outstanding—December 31, 2012 |
|
|
1,156,078 |
|
|
|
0.4761 |
|
|
|
550 |
|
Restricted stock awards granted during 2013 |
|
|
686,273 |
|
|
|
1.0200 |
|
|
700 |
|
|
Restricted stock awards released or forfeited during 2013 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
Outstanding—December 31, 2013 |
|
|
1,842,351 |
|
|
|
0.6787 |
|
|
|
1,250 |
|
Restricted stock awards granted during 2014 |
|
|
500,894 |
|
|
2.6602 |
|
|
|
1,332 |
|
|
Restricted stock awards released or forfeited during 2014 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
Outstanding—December 31, 2014 |
|
|
2,343,245 |
|
|
$ |
1.1023 |
|
|
$ |
2,582 |
|
The shares subject to repurchase at December 31, 2014 will vest according to the following schedule:
Vesting schedule of shares subject to repurchase |
|
|
|
|
1st quarter 2015 |
|
|
781,080 |
|
2nd quarter 2015 |
|
|
— |
|
3rd quarter 2015 |
|
|
— |
|
4th quarter 2015 |
|
|
— |
|
1st quarter 2016 |
|
|
395,716 |
|
2nd quarter 2016 |
|
|
— |
|
3rd quarter 2016 |
|
|
— |
|
4th quarter 2016 |
|
|
— |
|
1st quarter 2017 |
|
|
166,968 |
|
Total |
|
|
1,343,764 |
|
A summary of WMIHC’s restricted shares issued and subject to repurchase as of the years ended December 31, 2014, December 31, 2013 and December 31, 2012 is presented below.
Shares subject to repurchase—January 1, 2012 |
|
|
— |
|
Shares issued subject to vesting during 2012 |
|
|
1,156,078 |
|
Unvested shares repurchased during 2012 |
|
|
— |
|
Shares vested during 2012 |
|
|
— |
|
Shares subject to repurchase—December 31, 2012 |
|
|
1,156,078 |
|
Shares issued subject to vesting during 2013 |
|
|
686,273 |
|
Unvested shares repurchased during 2013 |
|
|
— |
|
Shares vested during 2013 |
|
|
(385,364 |
) |
Unvested shares—December 31, 2013 |
|
|
1,456,987 |
|
Shares issued subject to vesting during 2014 |
|
|
500,894 |
|
Unvested shares repurchased during 2014 |
|
|
— |
|
Shares vested during 2014 |
|
|
(614,117 |
) |
Unvested shares—December 31, 2014 |
|
|
1,343,764 |
|
|
The following table presents the calculation of basic and diluted net income (loss) per share for periods presented (in thousands, except per share data):
|
Year ended December 31, 2014 |
|
|
Year ended December 31, 2013 |
|
|
Period from March 20 through December 31, 2012 |
|
|
|
Period from January 1 through March 19, 2012 |
|
||||
Numerator for basic and diluted net income (loss) per share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
$ |
3,070 |
|
|
$ |
338 |
|
|
$ |
(12,353 |
) |
|
|
$ |
(3,433 |
) |
Preferred deemed dividend |
|
(9,455 |
) |
|
|
— |
|
|
|
— |
|
|
|
|
— |
|
Net (loss) income attributable to common shareholders |
$ |
(6,385 |
) |
|
$ |
338 |
|
|
$ |
(12,353 |
) |
|
|
$ |
(3,433 |
) |
Denominator for basic and diluted net income (loss) per share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average shares outstanding |
|
202,208,619 |
|
|
|
201,419,306 |
|
|
|
200,298,083 |
|
|
|
|
1,000 |
|
Weighted-average unvested restricted shares outstanding |
|
(1,338,691 |
) |
|
|
(1,115,238 |
) |
|
|
(298,083 |
) |
|
|
|
- |
|
Denominator for basic and diluted net income (loss) per share: |
|
200,869,928 |
|
|
|
200,304,068 |
|
|
|
200,000,000 |
|
|
|
|
1,000 |
|
Basic and diluted net (loss) income per share attributable to common shareholders |
$ |
(0.03 |
) |
|
$ |
0.00 |
|
|
$ |
(0.06 |
) |
|
|
$ |
(3,433.00 |
) |
|
Following is a summary of the unaudited interim results of operations for the year ended December 31, 2014, 2013 and 2012, respectively, (in thousands, except per share amounts):
|
Total revenue |
|
|
Net income (loss) attributable to common shareholders |
|
|
Earnings per share - basic |
|
|
Earnings per share - diluted |
|
||||
Successor |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2014 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First Quarter |
$ |
2,834 |
|
|
$ |
(12,835 |
) |
|
$ |
(0.06 |
) |
|
$ |
(0.06 |
) |
Second Quarter |
|
2,150 |
|
|
|
17,322 |
|
|
|
0.09 |
|
|
|
0.07 |
|
Third Quarter |
|
1,721 |
|
|
|
(1,299 |
) |
|
|
(0.01 |
) |
|
|
(0.01 |
) |
Fourth Quarter |
|
1,843 |
|
|
|
(9,573 |
) |
|
|
(0.05 |
) |
|
|
(0.05 |
) |
For the Year Ended December 31, 2014 |
$ |
8,548 |
|
|
$ |
(6,385 |
) |
|
$ |
(0.03 |
) |
|
$ |
(0.03 |
) |
Year Ended December 31, 2013 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First Quarter |
$ |
4,101 |
|
|
$ |
(3,816 |
) |
|
$ |
(0.02 |
) |
|
$ |
(0.02 |
) |
Second Quarter |
|
(974 |
) |
|
|
(2,484 |
) |
|
|
(0.01 |
) |
|
|
(0.01 |
) |
Third Quarter |
|
3,723 |
|
|
|
(878 |
) |
|
|
(0.01 |
) |
|
|
(0.01 |
) |
Fourth Quarter |
|
3,318 |
|
|
|
7,516 |
|
|
|
0.04 |
|
|
|
0.04 |
|
For the Year Ended December 31, 2013 |
$ |
10,168 |
|
|
$ |
338 |
|
|
$ |
0.00 |
|
|
$ |
0.00 |
|
Period from March 20, 2012 to December 31, 2012 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 20 to March 31, 2012 |
$ |
1,922 |
|
|
$ |
472 |
|
|
$ |
0.00 |
|
|
$ |
0.00 |
|
Second Quarter |
|
7,447 |
|
|
|
(8,173 |
) |
|
|
(0.04 |
) |
|
|
(0.04 |
) |
Third Quarter |
|
7,336 |
|
|
|
5,299 |
|
|
|
0.03 |
|
|
|
0.03 |
|
Fourth Quarter |
|
4,582 |
|
|
|
(9,951 |
) |
|
|
(0.05 |
) |
|
|
(0.05 |
) |
For the period from March 20, 2012 to December 31, 2012 |
$ |
21,287 |
|
|
$ |
(12,353 |
) |
|
$ |
(0.06 |
) |
|
$ |
(0.06 |
) |
Predecessor |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
January 1 to March 19, 2012 |
$ |
9,349 |
|
|
$ |
(3,433 |
) |
|
$ |
(3,433.00 |
) |
|
$ |
(3,433.00 |
) |
|
The following table reflects pro-forma adjustments recorded on the Company’s December 31, 2014 Balance Sheet to reflect the impact of the Offering and related activities as if it had occurred on December 31, 2014. This pro-forma financial presentation is based on the best estimates currently available of expenses, some of which are contingent upon future events:
WMI HOLDINGS CORP. AND SUBSIDIARIES
CONSOLIDATED PRO_FORMA BALANCE SHEETS
(in thousands, except share data)
|
|
December 31, 2014 |
|
|
Preferred Series B Adjustments |
|
|
|
Pro-Forma December 31, 2014 |
|
|||
ASSETS |
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments held in trust, at fair value: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Fixed-maturity securities |
|
$ |
52,578 |
|
|
$ |
— |
|
|
|
$ |
52,578 |
|
Cash equivalents held in trust |
|
|
11,122 |
|
|
|
— |
|
|
|
|
11,122 |
|
Total investments held in trust |
|
|
63,700 |
|
|
|
— |
|
|
|
|
63,700 |
|
Cash and cash equivalents |
|
|
78,009 |
|
|
|
— |
|
|
|
|
78,009 |
|
Fixed-maturity securities, at fair value |
|
|
8,063 |
|
|
|
— |
|
|
|
|
8,063 |
|
Restricted cash |
|
|
2,447 |
|
|
|
598,500 |
|
(a) |
|
|
600,947 |
|
Accrued investment income |
|
|
476 |
|
|
|
— |
|
|
|
|
476 |
|
Deferred offering costs |
|
|
2,568 |
|
|
|
(2,568 |
) |
(b) |
|
|
— |
|
Other assets |
|
|
876 |
|
|
|
— |
|
|
|
|
876 |
|
Total assets |
|
$ |
156,139 |
|
|
$ |
595,932 |
|
|
|
$ |
752,071 |
|
LIABILITIES, MEZZAINE and SHAREHOLDERS’ EQUITY |
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Notes payable - principal |
|
$ |
31,220 |
|
|
$ |
— |
|
|
|
$ |
31,220 |
|
Notes payable - interest |
|
|
338 |
|
|
|
— |
|
|
|
|
338 |
|
Losses and loss adjustment reserves |
|
|
18,947 |
|
|
|
— |
|
|
|
|
18,947 |
|
Losses payable |
|
|
696 |
|
|
|
— |
|
|
|
|
696 |
|
Unearned premiums |
|
|
1,094 |
|
|
|
— |
|
|
|
|
1,094 |
|
Accrued ceding commissions |
|
|
44 |
|
|
|
— |
|
|
|
|
44 |
|
Loss contract fair market value reserve |
|
|
12,549 |
|
|
|
— |
|
|
|
|
12,549 |
|
Derivative liability - embedded conversion feature |
|
|
— |
|
|
|
66,227 |
|
(c) |
|
|
66,227 |
|
Other liabilities |
|
|
3,021 |
|
|
|
28,250 |
|
(d) |
|
|
31,271 |
|
Total liabilities |
|
|
67,909 |
|
|
|
94,477 |
|
|
|
|
162,386 |
|
Commitments and contingencies |
|
|
|
|
|
|
|
|
|
|
|
|
|
Redeemable and convertible Series B preferred stock, 600,000 shares issued and outstanding |
|
|
— |
|
|
|
501,455 |
|
(e) |
|
|
501,455 |
|
Shareholders’ equity: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Convertible Series A preferred stock, $0.00001 par value; 5,000,000 authorized; 1,000,000 and zero shares issued and outstanding as of December 31, 2014 and December 31, 2013, respectively |
|
|
— |
|
|
|
— |
|
|
|
|
— |
|
Convertible Series B preferred stock, $0.00001 par value; 5,000,000 authorized; 600,000 and zero shares issued and outstanding as of January 5, 2015 and December 31, 2013, respectively |
|
|
— |
|
|
|
— |
|
|
|
|
— |
|
Common stock, $0.00001 par value; 500,000,000 authorized; 202,343,245 and 201,842,351 shares issued and outstanding as of December 31, 2014 and December 31, 2013, respectively |
|
|
2 |
|
|
|
— |
|
|
|
|
2 |
|
Additional paid-in capital |
|
|
106,628 |
|
|
|
— |
|
|
|
|
106,628 |
|
Accumulated (deficit) |
|
|
(18,400 |
) |
|
|
— |
|
|
|
|
(18,400 |
) |
Total shareholders’ equity |
|
|
88,230 |
|
|
|
— |
|
|
|
|
88,230 |
|
Total liabilities mezzanine and shareholders’ equity |
|
$ |
156,139 |
|
|
$ |
595,932 |
|
|
|
$ |
752,071 |
|
The following notes relate to the table above and should be read in conjunction with the information in such table.
(a) |
This adjustment is necessary to give effect to the cash deposited into the Escrow account representing the proceeds of the Offering less offering fees payable on the Issue Date but before payment of other offering fees and expenses, some of which are dependent on future events. |
(b) |
This adjustments is necessary to properly net the deferred offering costs recorded at December 31, 2014 as a reduction of the net mezzanine liability as of the Issue Date. |
(c) |
This adjustment reflects the valuation of the embedded derivative created by the variable conversion feature of the Series B Offering. |
(d) |
This adjustment reflects the current estimate of additional offering fees and expenses, some of which are dependent on future events. |
(e) |
This adjustment reflects the net Series B preferred shares after deducting paid and contingent offering expenses and the value of the embedded derivative described above. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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