MR. COOPER GROUP INC., 10-K filed on 3/11/2016
Annual Report
v3.3.1.900
Document and Entity Information - USD ($)
$ in Millions
12 Months Ended
Dec. 31, 2015
Mar. 04, 2016
Jun. 30, 2015
Document And Entity Information [Abstract]      
Document Type 10-K    
Amendment Flag false    
Document Period End Date Dec. 31, 2015    
Document Fiscal Year Focus 2015    
Document Fiscal Period Focus FY    
Trading Symbol WMIH    
Entity Registrant Name WMIH CORP.    
Entity Central Index Key 0000933136    
Entity Well-known Seasoned Issuer No    
Entity Current Reporting Status Yes    
Entity Voluntary Filers No    
Current Fiscal Year End Date --12-31    
Entity Filer Category Accelerated Filer    
Entity Common Stock, Shares Outstanding   206,168,035  
Entity Public Float     $ 538.1
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Consolidated Balance Sheets - USD ($)
$ in Thousands
Dec. 31, 2015
Dec. 31, 2014
Investments held in trust, at fair value:    
Fixed-maturity securities, at fair value $ 99,055 $ 60,641
Cash equivalents held in trust 3,687 11,122
Total investments held in trust 36,258 63,700
Cash and cash equivalents 9,924 78,009
Restricted cash 571,440 2,447
Accrued investment income 235 476
Deferred offering costs   2,568
Other assets 719 876
Total assets 685,060 156,139
Liabilities:    
Notes payable - principal 21,743 31,220
Notes payable - interest 236 338
Losses and loss adjustment reserves 5,063 18,947
Losses payable 405 696
Unearned premiums 761 1,094
Accrued ceding commissions 33 44
Loss contract fair market value reserve 9,623 12,549
Derivative liability - embedded conversion feature 120,848  
Other liabilities 14,357 3,021
Total liabilities $ 173,069 $ 67,909
Commitments and contingencies
Redeemable convertible series B preferred stock, $0.00001 par value; 600,000 and zero shares issued and outstanding as of December 31, 2015 and December 31, 2014, respectively; aggregate liquidation preference of $600,000,000 and zero as of December 31, 2015 and December 31, 2014, respectively $ 502,213  
Stockholders’ equity:    
Common stock, $0.00001 par value; 3,500,000,000 authorized; 206,168,035 and 202,343,245 shares issued and outstanding as of December 31, 2015 and December 31, 2014, respectively. 2 $ 2
Additional paid-in capital 107,757 106,628
Accumulated (deficit) (97,981) (18,400)
Total stockholders’ equity 9,778 88,230
Total liabilities, redeemable convertible preferred stock and stockholders’ equity $ 685,060 $ 156,139
Convertible Series A Preferred Stock [Member]    
Stockholders’ equity:    
Convertible preferred stock value
Fixed-Maturity Securities Held in Trust [Member]    
Investments held in trust, at fair value:    
Fixed-maturity securities, at fair value $ 32,571 $ 52,578
Unrestricted Fixed-Maturity Securities [Member]    
Investments held in trust, at fair value:    
Fixed-maturity securities, at fair value $ 66,484 $ 8,063
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Consolidated Balance Sheets (Parenthetical) - USD ($)
Dec. 31, 2015
Dec. 31, 2014
Redeemable Convertible preferred stock, shares issued 600,000 0
Redeemable Convertible preferred stock, shares outstanding 600,000 0
Convertible preferred stock, par value $ 0.00001  
Common stock, par value $ 0.00001 $ 0.00001
Common stock, shares authorized 3,500,000,000 3,500,000,000
Common stock, shares issued 206,168,035 202,343,245
Common stock, shares outstanding 206,168,035 202,343,245
Redeemable Convertible Series B Preferred Stock [Member]    
Redeemable Convertible preferred stock, par value $ 0.00001 $ 0.00001
Redeemable Convertible preferred stock, shares issued 600,000 0
Redeemable Convertible preferred stock, shares outstanding 600,000 0
Redeemable Convertible preferred stock, liquidation value $ 600,000,000 $ 0
Convertible Series A Preferred Stock [Member]    
Convertible preferred stock, par value $ 0.00001 $ 0.00001
Convertible preferred stock, shares issued 1,000,000 1,000,000
Convertible preferred stock, shares outstanding 1,000,000 1,000,000
Convertible preferred stock, liquidation value $ 10 $ 10
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Consolidated Statements of Operations - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2015
Dec. 31, 2014
Dec. 31, 2013
Revenues:      
Premiums earned $ 5,121 $ 7,169 $ 10,946
Net investment income (loss) 879 1,379 (778)
Total revenues 6,000 8,548 10,168
Operating expenses:      
Losses and loss adjustment (benefit) expense (1,115) 3,281 (6,159)
Ceding commission expense 456 653 1,325
General and administrative expense 20,940 6,526 5,665
Loss contract reserve fair market value change (2,926) (33,770) (5,898)
Loss from contract termination   6,563  
Interest expense 3,702 22,225 14,897
Total operating expense 21,057 5,478 9,830
Net operating (loss) income (15,057) 3,070 338
Other (income) and expense:      
Other (income) (7,845)    
Unrealized loss on change in fair value of derivative liability - embedded conversion feature 54,621    
Total other expense: 46,776    
(Loss) income before income taxes (61,833) 3,070 338
Net (loss) income (61,833) 3,070 338
Redeemable convertible series B preferred stock dividends (17,748)    
Preferred deemed dividend   (9,455)  
Net (loss) income attributable to common and participating stockholders $ (79,581) $ (6,385) $ 338
Basic and diluted net (loss) income per share attributable to common and participating stockholders $ (0.39) $ (0.03) $ 0.00
Shares used in computing basic and diluted net (loss) income per share 201,746,613 200,869,928 200,304,068
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Consolidated Statements of Changes in Redeemable Convertible Preferred Stock and Stockholders' Equity - USD ($)
$ in Thousands
Total
Series B Redeemable Convertible Preferred Stock [Member]
Convertible Series A Preferred Stock [Member]
Common Stock [Member]
Additional Paid-In Capital [Member]
Accumulated earnings (deficit) [Member]
Beginning Balance at Dec. 31, 2012 $ 64,390     $ 2 $ 76,741 $ (12,353)
Beginning Balance, Shares at Dec. 31, 2012       201,156,078    
Net (loss) income 338         338
Issuance of common stock under restricted stock compensation arrangement, Shares       686,273    
Equity-based compensation 401       401  
Ending Balance at Dec. 31, 2013 65,129     $ 2 77,142 (12,015)
Ending Balance, Shares at Dec. 31, 2013       201,842,351    
Preferred Stock Ending Balance ,Shares at Dec. 31, 2013   0        
Net (loss) income 3,070         3,070
Issuance of convertible preferred stock and warrants to purchase common stock, net of offering costs 19,224       19,224  
Issuance of convertible preferred stock and warrants to purchase common stock, net of offering costs, Shares     1,000,000      
Preferred deemed dividend         9,455 (9,455)
Issuance of common stock under restricted stock compensation arrangement, Shares       500,894    
Equity-based compensation 807       807  
Ending Balance at Dec. 31, 2014 $ 88,230     $ 2 106,628 (18,400)
Ending Balance, Shares at Dec. 31, 2014     1,000,000 202,343,245    
Preferred Stock Ending Balance ,Shares at Dec. 31, 2014 0 0        
Net (loss) income $ (61,833)         (61,833)
Issuance of preferred stock (par value as net proceeds treated as mezzanine)   600,000        
Preferred Stock Issued Shares Issued Value   $ 502,213        
Redeemable convertible series B preferred stock dividends (17,748) (17,000)       (17,748)
Issuance of common stock under restricted stock compensation arrangement, Shares       3,824,790    
Equity-based compensation 1,129       1,129  
Ending Balance at Dec. 31, 2015 $ 9,778     $ 2 $ 107,757 $ (97,981)
Ending Balance, Shares at Dec. 31, 2015     1,000,000 206,168,035    
Preferred Stock Value, Ending Balance at Dec. 31, 2015   $ 502,213        
Preferred Stock Ending Balance ,Shares at Dec. 31, 2015 600,000 600,000        
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Consolidated Statements of Cash Flows - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2015
Dec. 31, 2014
Dec. 31, 2013
Cash flows from operating activities:      
Net (loss) income $ (61,833) $ 3,070 $ 338
Adjustments to reconcile net (loss) income to net cash (used in) operating activities:      
Amortization of premium or discount on fixed maturity securities 574 1,663 2,309
Net realized (gain) loss on sale of investments (324) (436) 1,575
Unrealized loss on trading securities 463 774 3,492
Unrealized loss on derivative liability - embedded conversion feature 54,621    
Equity-based compensation expense 1,129 807 401
Changes in assets and liabilities:      
Accrued investment income 241 634 588
Other assets 157 586 338
Change in cash equivalents held in trust 7,435 21,971 (16,074)
Change in restricted cash (568,993) (2,332) 25,054
Losses and loss adjustment reserves (13,884) (25,367) (38,210)
Losses payable (291) (1,821) 377
Unearned premiums (333) (300) 1,169
Accrued ceding commission expense (11) (58) (34)
Accrued interest on notes payable (102) (805) (333)
Loss contract fair market value reserve (2,926) (33,770) (5,898)
Other liabilities 904 1,803 682
Total adjustments (521,340) (36,651) (24,564)
Net cash (used in) operating activities: (583,173) (33,581) (24,226)
Cash flows from investing activities:      
Purchase of investments (269,694) (511,103) (430,983)
Proceeds from sales and maturities of investments 230,567 667,262 482,275
Net cash (used in) provided by investing activities: (39,127) 156,159 51,292
Cash flows from financing activities:      
Proceeds from issuance of preferred stock and warrants to purchase common stock 600,000 22,572  
Fees incurred and paid relating to preferred stock and warrant issuance (19,310) (3,348)  
Redeemable convertible series B preferred stock dividends paid in cash (16,998)    
Deferred offering costs   (1,497) (1,071)
Notes payable – principal repayments (10,395) (78,890) (36,294)
Notes payable – principal issued 918 4,608 5,524
Net cash provided by (used in) financing activities: 554,215 (56,555) (31,841)
(Decrease) increase in cash and cash equivalents (68,085) 66,023 (4,775)
Cash and cash equivalents, beginning of period 78,009 11,986 16,761
Cash and cash equivalents, end of period 9,924 78,009 11,986
Supplementary disclosure of cash flow information:      
Cash paid during the period, Interest 2,887 18,272 9,707
Supplementary disclosure of non-cash investing and financing activities:      
Embedded derivatives on preferred stock issuances 66,227    
Notes payable issued in lieu of cash interest payments 918 4,608 $ 5,524
Non-cash redeemable convertible series B preferred stock dividends accrued 750    
Accrued fees relating to series B preferred stock issuance $ 12,250    
Preferred deemed dividend recorded due to beneficial conversion feature   $ 9,455  
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The Company and its Subsidiaries
12 Months Ended
Dec. 31, 2015
Accounting Policies [Abstract]  
The Company and its Subsidiaries

Note 1: The Company and its Subsidiaries

WMIH Corp.

WMIH Corp. (“WMIH”) is a holding company organized and existing under the laws of the State of Delaware. On May 11, 2015, WMIH merged with its parent corporation, WMI Holdings Corp., a Washington corporation (“WMIHC”), with WMIH as the surviving corporation in the merger (the “Merger”).   The Merger occurred as part of the reincorporation of WMIHC from the State of Washington to the State of Delaware effective May 11, 2015 (the “Reincorporation Date”).

WMIH, formerly known as WMIHC and Washington Mutual, Inc. (“WMI”), is the direct parent of WM Mortgage Reinsurance Company, Inc., a Hawaii corporation (“WMMRC”), and WMI Investment Corp., a Delaware corporation (“WMIIC”). Our business activities consist of operating WMMRC’s legacy reinsurance business in runoff mode. We are actively seeking acquisition opportunities across a broad array of industries with a specific focus in 2015 in the financial services industry, including targets with consumer finance, specialty finance, leasing and insurance operations.

As of December 31, 2015, WMIH was authorized to issue up to 3,500,000,000 shares of common stock, and up to 10,000,000 shares of preferred stock (in one or more series), in each case with a par value of $0.00001 per share.  As of December 31, 2015 and December 31, 2014, 206,168,035 and 202,343,245 shares, respectively, of WMIH’s common stock were issued and outstanding. As of December 31, 2015 and December 31, 2014, 1,000,000 shares of WMIH’s Series A Convertible Preferred Stock (the “Series A Preferred Stock”) were issued and outstanding.  As of December 31, 2015 and December 31, 2014, 600,000 and zero shares, respectively, of WMIH’s Series B Redeemable Convertible Preferred Stock (the “Series B Preferred Stock”) were issued and outstanding.

WMMRC

WMMRC is a wholly-owned subsidiary of WMIH. Prior to August 2008 (at which time WMMRC became a direct subsidiary of WMI), WMMRC was a wholly-owned subsidiary of FA Out-of-State Holdings, Inc., a second-tier subsidiary of Washington Mutual Bank (“WMB”) and third-tier subsidiary of WMI. WMMRC is a pure captive insurance company domiciled in the State of Hawaii. WMMRC was incorporated on February 25, 2000, and received a Certificate of Authority, dated March 2, 2000, from the Insurance 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’s continuing operations consisted solely of the runoff of coverage associated with mortgages placed with the primary mortgage carriers prior to September 26, 2008. In runoff, an insurer generally writes no new business but continues to service its obligations under in force policies and otherwise continues as a licensed insurer. Management does not believe any additional adjustments to the carrying values of assets and liabilities which were recorded at fair market value as a result of fresh start accounting as of March 19, 2012 are required as a result of WMMRC’s runoff status. The reinsurance agreements with Triad, PMI, and UGRIC were commuted on August 31, 2009, October 2, 2012 and April 3, 2014, respectively. As a result, WMMRC’s continuing operations consist solely of the runoff of coverage associated with mortgages placed with 4 remaining carriers, GMIC, MGIC, Radian and RMIC.

WMIIC

WMIIC does not currently have any operations and is fully eliminated upon consolidation.

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Significant Accounting Policies
12 Months Ended
Dec. 31, 2015
Accounting Policies [Abstract]  
Significant Accounting Policies

Note 2: Significant Accounting Policies

Basis of Presentation

WMIH resumed timely filing of all periodic reports for a reporting company under the Exchange Act for all periods after emergence from bankruptcy on March 19, 2012 (the “Effective Date”).

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, other assets and liabilities, the determination of the contingent risk liabilities, and in determining appropriate insurance reserves. Actual results could differ substantially from those estimates.

Fair Value of Certain Financial Instruments

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Generally, for assets that are reported at fair value, the Company uses quoted market prices or valuation models to estimate their fair value. These models incorporate inputs such as forward yield curves, market volatilities and pricing spreads, utilizing market-based inputs where readily available. The degree of management judgment involved in estimating the fair value of a financial instrument or other asset is dependent upon the availability of quoted market prices or observable market inputs. For financial instruments that are actively traded in the marketplace or whose values are based on readily available market value data, little judgment is necessary when estimating the instrument’s fair value. When observable market prices and data are not readily available, significant management judgment often is necessary to estimate fair value. In those cases, different assumptions could result in significant changes in valuation.

The Company classifies fixed-maturity investments as trading securities, which are recorded at fair value. As such, changes in unrealized gains and losses on investments held at the balance sheet date are recognized and reported as a component of net investment income on the consolidated statements 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, WMIH 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 approximate their respective fair values due to 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. At each reporting date, the Company reassesses the loss contract reserve which may result in a change to this line item in the consolidated balance sheets and a corresponding contra-expense which is reflected in the consolidated statements of operations. Accordingly, any changes in the Reserve at the balance sheet date are recognized and reported within the loss contract reserve fair market value change in the consolidated statements 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, and domestic and foreign corporate debt securities. Fixed-maturity securities held in trust are for the benefit of the primary insurers as more fully described in Note 3: Insurance Activity. Investments in fixed-maturity securities are reported at their estimated fair values and are classified as trading securities in accordance with applicable accounting guidance. Realized gains and losses on the sale of fixed-maturity securities are determined using the specific identification method and are reported as a component of net investment income within the consolidated statements of operations.

Cash Equivalents and Investments Held in Trust

Cash equivalents, which include highly liquid overnight money market instruments, and fixed-maturity securities are held in trust for the benefit of the primary insurers as more fully described in Note 3: Insurance Activity, and are subject to the restrictions on distribution of net assets of subsidiaries as described below.

Third Party Restrictions on Distribution of Net Assets of Wholly-Owned Subsidiaries

The net assets of WMMRC are subject to restrictions from distribution from multiple sources including the primary insurers who have approval control of distribution from the trust, the Insurance Commissioner of the State of Hawaii who has approval control prior to distributions or intercompany advances, and additional restrictions as described in Note 7: Notes Payable.

Premium Recognition

Premiums assumed are earned on a daily pro-rata basis over the underlying policy terms. Premiums assumed relating to the unexpired portion of policies in force at the balance sheet date are recorded as unearned premiums. Unearned premiums also include a reserve for post default premium reserves. Post default premium reserves occur when a loan is in a default position and the servicer continues to advance the premiums. If the loan ultimately goes to claim, the premiums advanced during the period of default are subject to recapture. The Company records a default premium reserve based on information provided by the underlying mortgage insurers when they provide information on the default premium reserve separately from other reserves. The change in the default premium reserve is reflected as a reduction or increase, as the case may be, in premiums assumed. The Company has recorded unearned premiums totaling $0.8 million and $1.1 million as of December 31, 2015 and December 31, 2014, respectively.

The Company recognizes premium deficiencies when there is a probable loss on an insurance contract. Premium deficiencies are recognized if the sum of the present value of expected losses and loss adjustment expenses, unamortized deferred acquisition costs, and maintenance costs exceed unearned premiums and anticipated investment income. Premium deficiency reserves have been recorded totaling $0.8 million and $2.3 million as of December 31, 2015 and December 31, 2014, respectively.

The Company’s premium deficiency analysis was performed on a single book basis and includes all book years and reinsurance treaties aggregated together using assumptions based on the actuarial best estimates at the balance sheet date. The calculation for premium deficiency requires significant judgment and includes estimates of future expected premiums, claims, loss adjustment expenses and investment income as of the balance sheet date. To the extent ultimate losses are higher or premiums are lower than estimated, additional premium deficiency reserves may be required in the future.

Cash and Cash Equivalents

Cash and cash equivalents include cash on hand, amounts due from banks, U.S. Treasury bills and overnight investments. Except as described above in Cash Equivalents and Investments Held in Trust, the Company considers all amounts that are invested in highly liquid overnight money market instruments to be cash equivalents. The Federal Deposit Insurance Corporation (“FDIC”) insures amounts on deposit with each financial institution up to limits as prescribed by law. The Company may hold funds with financial institutions in excess of the FDIC insured amount, however, the Company has not experienced any losses in such accounts and management believes it is not exposed to any significant credit risk on cash and cash equivalents.

Restricted Cash

Restricted cash includes (i) amounts held for the express purposes of paying principal, interest, issuer secondary amounts and related fees on the Runoff Notes (as defined in Note 7: Notes Payable) pursuant to the terms of the Indentures (as defined in Note 7: Notes Payable) and (ii) proceeds of the Series B Preferred Stock offering held in escrow.

Ceding Commission Expense

The Company is required to pay a ceding commission to certain primary insurers pursuant to certain reinsurance agreements.

Losses and Loss Adjustment 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 based its estimates primarily on the ceded loss and loss adjustment reserves as provided by the primary mortgage guaranty carriers.  

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, 2015 and December 31, 2014, respectively. Consequently, the Company has recorded reserves at the ceded case reserves and IBNR levels as established and reported by the primary mortgage guaranty carriers as of December 31, 2015 and December 31, 2014, respectively.  Management believes that the recorded aggregate liability for unpaid losses and loss adjustment expenses at period end represents the Company’s best estimate, based upon the available data, of the amount necessary to cover the current cost of losses. However, due to the inherent uncertainty arising from fluctuations in the persistency rate of mortgage insurance claims, the Company’s size and lack of prior operating history, external factors such as future changes in regional or national economic conditions, judicial decisions, federal and state legislation related to mortgage restructuring and foreclosure restrictions, claims denials and coverage rescissions by primary carriers and other factors beyond the Company’s control, it is not presently possible to determine whether actual loss experience will conform to the assumptions used in determining the estimated amounts for such liability at the balance sheet date. Accordingly, the ultimate liability could be significantly higher or lower, as the case may be, of the amount indicated in the financial statements and there can be no assurance that the reserve amounts recorded will be sufficient. As adjustments to these estimates become necessary, such adjustments are reflected in current operations.

Loss Contract Fair Market Value Reserves

A loss contract fair market value reserve relating to contractual obligations of WMMRC was established at March 19, 2012 as a result of applying fresh start accounting and in compliance with ASC 805-10-55-21(b)(1) which defines a loss contract as a “contract in which the unavoidable costs of meeting the obligations under the contract exceed the economic benefits expected to be received under it.” The fair market value of this reserve is analyzed quarterly and is adjusted accordingly. This adjustment (if any) to the reserve produces an expense or contra-expense in the consolidated statements of operations.

Fresh Start Accounting

The Company adopted fresh start accounting in accordance with ASC 852 (Reorganizations) (“ASC 852”) upon emergence from bankruptcy on March 19, 2012. Under ASC 852, the application of fresh start accounting results in the allocation of reorganization value to the fair value of assets, and is required when (a) the reorganization value of assets immediately prior to confirmation of a plan of reorganization is less than the total of all post-petition liabilities and allowed claims and (b) the holders of voting shares immediately prior to the confirmation of the plan of reorganization receive less than 50% 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 Company’s Seventh Amended Joint Plan of Affiliated Debtors Pursuant to Chapter 11 of the United States Bankruptcy Code (as modified, the “Plan”) were satisfied or waived. As of the Effective Date, the Company believes that it satisfied both of the aforementioned conditions.

The Company’s reorganization value (“Equity Value”), upon emergence from bankruptcy, was determined to be $76.6 million, which represented management’s best estimate of fair value based on a calculation of the present value of the Company’s consolidated assets and liabilities as at March 19, 2012. As part of our fresh start reporting, we applied various valuation methodologies to calculate the reorganization value of the Company. These methods included (a) the comparable company analysis, (b) the precedent transactions analysis and (c) the discounted cash flow analysis. The application of these methodologies requires certain key estimates, judgments and assumptions, including financial projections, the amount of cash available to fund operations and current market conditions. Such projections, judgments and assumptions are inherently subject to significant uncertainties and there can be no assurance that such estimates, assumptions and projections reflected in the valuation will be realized and actual results may vary materially. The Company filed a Form 8-K pertaining to emergence from bankruptcy and subsequently filed a Form 8-K/A, which included WMIH’s audited balance sheet as of the Effective Date.

Comprehensive (Loss) Income

The Company has no comprehensive (loss) income other than the net (loss) income disclosed in the consolidated statements of operations.

Net (Loss) Income Per Common Share

Basic (loss) income per common share is computed by dividing net (loss) income applicable to the WMIH’s common stockholders by the weighted average number of common shares outstanding for the period after subtracting the weighted average of any unvested restricted shares outstanding, as these are subject to repurchase. Diluted (loss) income per common share is computed by dividing net (loss) income applicable to the WMIH’s common stockholders by the weighted average number of common shares outstanding during the period after subtracting the weighted average of any unvested restricted shares outstanding, as these are subject to repurchase and the effect of all dilutive WMIH 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, WMIH’s Board of Directors (the “Board” or “Board of Directors”) approved the Company’s 2012 Long-Term Incentive Plan (the “2012 Plan”) so that awards of restricted stock could be made to its non-employee directors and to have a plan in place for awards of equity based compensation to executives and others in connection with the Company’s operations and future strategic plans. A total of 2.0 million shares of WMIH’s common stock were initially reserved for future issuance under the 2012 Plan, which became effective upon the Board approval on May 22, 2012. On February 10, 2014, the Board approved and adopted a First Amendment to the 2012 Plan, pursuant to which the number of shares of WMIH’s common stock reserved and available for grants under the 2012 Plan was increased from 2.0 million shares to 3.0 million shares, and the terms of the 2012 Plan were modified to permit such an increase through action of the Board, except when stockholder approval is necessary to comply with any applicable law, regulation or rule of any stock exchange on which WMIH’s shares are listed, quoted or traded. On February 25, 2015, the number of shares authorized and available for awards under the 2012 Plan was increased from 3.0 million to 12.0 million shares of WMIH’s common stock, subject to approval of stockholders of WMIH.  This approval was received at the Company’s Annual Meeting of Stockholders on April 28, 2015. The 2012 Plan provides for the granting of restricted shares and other cash and share based awards. The value of restricted stock is generally determined using the fair market value determined to be the trading price at the close of business on the respective date the awards were granted.

Income Taxes

The Company follows the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for the future income tax consequences attributable to differences between the carrying amounts and tax bases of assets and liabilities and losses carried forward and tax credits. Deferred tax assets and liabilities are measured using enacted tax rates and laws applicable to the years in which the differences are expected to reverse. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is provided to the extent that it is more likely than not that deferred tax assets will not be realized.

The Company recognizes the financial statement effects of a tax position when it is more likely than not, based on the technical merits, that the position will be sustained upon examination. Penalties and interest, of which there are none, would be reflected in income tax expense. Tax years are open to the extent the Company has net operating loss 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, 2015.

Dividend Policy

WMIH has paid no dividends on its common stock on or after the Effective Date and currently has no plans to pay a dividend on its common stock

WMIH has declared and paid $17.0 million of dividends on its Series B Preferred Stock and has accrued an additional $0.7 million of dividends based on the Series B Preferred Stock dividends that accrue at a rate of 3% during the year ended December 31, 2015.   The Series B Preferred Stock was issued on January 5, 2015, therefore no dividends were due or paid for any prior period.

New Accounting Pronouncements

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.

v3.3.1.900
Insurance Activity
12 Months Ended
Dec. 31, 2015
Insurance [Abstract]  
Insurance Activity

Note 3: Insurance Activity

The Company, through WMMRC, reinsures mortgage guaranty risks of mortgage loans originated by affiliates of the Company during the period from 1997 through 2008. WMMRC is (or was) a party to reinsurance agreements with UGRIC, GMIC, MGIC, PMI, Radian, RMIC and Triad. The agreements with UGRIC and Triad were placed into runoff effective May 31, 2008. The agreements with all other primary mortgage insurers were placed into runoff effective September 26, 2008. The reinsurance agreements with Triad, PMI and UGRIC were commuted on August 31, 2009, October 2, 2012 and April 3, 2014, respectively.

All agreements between WMMRC and the primary mortgage insurers are on an excess of loss basis, except for certain reinsurance treaties with GMIC and Radian during 2007 and 2008, which are reinsured on a 50% quota share basis. Pursuant to the excess of loss reinsurance agreements, WMMRC reinsures a second loss layer which ranges from 5% to 10% of the risk in force in excess of the primary mortgage insurer’s first loss percentages which range from 4% to 5%. Each calendar year, or book year, is treated separately from other years when calculating losses. In return for accepting a portion of the risk, WMMRC receives, net of ceding commission, a percentage of the premium that ranges from 25% to 40%.

As security for the ceding insurers, WMMRC has entered into separate trust agreements with each of the primary mortgage insurance companies whereby a portion of the funds from premiums assumed are held in trust accounts for the benefit of each separate insurer. Pursuant to the terms of the reinsurance agreements, WMMRC is required to keep such assets in trust for a minimum of five (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, 2015, 2014 and 2013, respectively:

 

 

Year ended

December 31, 2015

 

 

Year ended

December 31, 2014

 

 

Year ended

December 31, 2013

 

Premiums assumed

$

4,788

 

 

$

6,869

 

 

$

12,115

 

Change in unearned premiums

 

333

 

 

 

300

 

 

 

(1,169

)

Premiums earned

$

5,121

 

 

$

7,169

 

 

$

10,946

 

 

The components of the liability for losses and loss adjustment reserves are as follows as of December 31, 2015 and 2014, respectively:

 

 

 

 

 

 

 

 

 

 

December 31, 2015

 

 

December 31, 2014

 

Case-basis reserves

$

4,193

 

 

$

16,538

 

IBNR reserves

 

75

 

 

 

110

 

Premium deficiency reserves

 

795

 

 

 

2,299

 

Total losses and loss adjustment reserves

$

5,063

 

 

$

18,947

 

 

Losses and loss adjustment reserve activity are as follows for the years ended December 31, 2015 and 2014 respectively:

 

 

 

 

 

 

 

 

 

 

December 31, 2015

 

 

December 31, 2014

 

Balance at beginning of period

$

18,947

 

 

$

44,314

 

(Released) incurred - prior periods

 

(1,115

)

 

 

3,281

 

Paid or terminated - prior periods

 

(12,769

)

 

 

(28,648

)

Total losses and loss adjustment reserves

$

5,063

 

 

$

18,947

 

 

The loss contract fair market reserve balance is analyzed and adjusted quarterly. The balances in the reserve were $9.6 million at December 31, 2015 and $12.5 million at December 31, 2014. The loss contract fair market reserve was established on March 19, 2012 at $63.1 million. The fair market value of this reserve was decreased by $2.9 million, $33.8 million and $5.9 million during the periods ended December 31, 2015, 2014 and 2013, respectively, resulting in corresponding decreases in expense of the respective amount for each period.

v3.3.1.900
Investment Securities
12 Months Ended
Dec. 31, 2015
Investments Debt And Equity Securities [Abstract]  
Investment Securities

Note 4: Investment Securities

The amortized cost, gross unrealized gains, gross unrealized losses and estimated fair values of total fixed-maturity securities and total fixed-maturity securities held in trust at December 31, 2015, are as follows:

 

 

December 31, 2015

 

Class of securities:

Amortized Cost

 

 

Gross Unrealized Gains

 

 

Gross Unrealized Losses

 

 

Estimated Fair Value

 

U.S. government treasury securities

$

249

 

 

$

 

 

$

(1

)

 

$

248

 

Obligations of U.S. government sponsored enterprises

 

69,392

 

 

 

13

 

 

 

(23

)

 

 

69,382

 

Corporate debt securities

 

21,048

 

 

 

62

 

 

 

(49

)

 

 

21,061

 

Foreign corporate debt securities

 

8,399

 

 

 

3

 

 

 

(38

)

 

 

8,364

 

Total fixed-maturity securities

 

99,088

 

 

 

78

 

 

 

(111

)

 

 

99,055

 

Less total unrestricted fixed-maturity securities

 

66,481

 

 

 

14

 

 

 

(11

)

 

 

66,484

 

Total fixed-maturity securities held in trust

$

32,607

 

 

$

64

 

 

$

(100

)

 

$

32,571

 

 

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

 

Class of securities:

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

 

Foreign corporate debt securities

 

12,693

 

 

 

47

 

 

 

(58

)

 

 

12,682

 

Total fixed-maturity securities

 

60,202

 

 

 

590

 

 

 

(151

)

 

 

60,641

 

Less total unrestricted fixed-maturity securities

 

7,895

 

 

 

179

 

 

 

(11

)

 

 

8,063

 

Total fixed-maturity securities held in trust

$

52,307

 

 

$

411

 

 

$

(140

)

 

$

52,578

 

 

 

 

Amortized cost and estimated fair value of fixed-maturity securities at December 31, 2015 by contractual maturity are as follows:

 

 

Amortized

Cost

 

 

Estimated

Fair Value

 

Maturity in:

 

 

 

 

 

 

 

2016

$

74,767

 

 

$

74,789

 

2017-2019

 

24,321

 

 

 

24,266

 

Total fixed-maturity securities

$

99,088

 

 

$

99,055

 

 

Actual maturities may differ from contractual maturities because certain borrowers have the right to call or prepay obligations with or without call or prepayment penalties.

Net investment income (loss) for the periods ended December 31, 2015, 2014 and 2013, respectively, is summarized as follows:

 

 

Year ended

December 31, 2015

 

 

Year ended

December 31, 2014

 

 

Year ended

December 31, 2013

 

Investment income (loss):

 

 

 

 

 

 

 

 

 

 

 

Amortization of premium or discount on fixed-maturity securities

$

(574

)

 

$

(1,663

)

 

$

(2,309

)

Investment income on fixed-maturity securities

 

1,324

 

 

 

3,369

 

 

 

6,588

 

Interest income on cash and cash equivalents

 

268

 

 

 

11

 

 

 

10

 

Realized net gain (loss) from sale of investments

 

324

 

 

 

436

 

 

 

(1,575

)

Unrealized (losses) on trading securities held at period end

 

(463

)

 

 

(774

)

 

 

(3,492

)

Net investment income (loss)

$

879

 

 

$

1,379

 

 

$

(778

)

 

The following tables show how the Company’s investments are categorized in accordance with fair value measurement, as of December 31, 2015 and 2014, respectively:

 

 

December 31, 2015

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

Class of securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. government treasury securities

$

248

 

 

$

 

 

$

 

 

$

248

 

Obligations of U.S. government sponsored enterprises

 

63,909

 

 

 

5,473

 

 

 

 

 

 

69,382

 

Corporate debt securities

 

8,873

 

 

 

12,188

 

 

 

 

 

 

21,061

 

Foreign corporate debt securities

 

2,007

 

 

 

6,357

 

 

 

 

 

 

8,364

 

Total fixed-maturity securities

 

75,037

 

 

 

24,018

 

 

 

 

 

 

99,055

 

Money market funds

 

7,301

 

 

 

 

 

 

 

 

 

7,301

 

Total

$

82,338

 

 

$

24,018

 

 

$

 

 

$

106,356

 

 

 

 

December 31, 2014

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

Class of securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Obligations of U.S. government sponsored enterprises

$

3,009

 

 

$

3,466

 

 

$

 

 

$

6,475

 

Corporate debt securities

 

14,939

 

 

 

26,545

 

 

 

 

 

 

41,484

 

Foreign corporate debt securities

 

2,822

 

 

 

9,860

 

 

 

 

 

 

12,682

 

Total fixed-maturity securities

 

20,770

 

 

 

39,871

 

 

 

 

 

 

60,641

 

Money market funds

 

88,851

 

 

 

 

 

 

 

 

 

88,851

 

Total

$

109,621

 

 

$

39,871

 

 

$

 

 

$

149,492

 

 

 

A review of the fair value hierarchy classifications of the Company’s investments is conducted quarterly. Changes in the observability of valuation inputs may result in a reclassification for certain financial assets or liabilities. Reclassifications are reported as transfers in or transfers out of the applicable Level at end of the calendar quarter in which the reclassifications occur. During the years ended December 31, 2015 and 2014, $9.9 million and $15.8 million, respectively, of investments were transferred from Level 2 to Level 1 as a result of improving market conditions for short-term and investment grade corporate securities.

 

 

  

2015

 

  

2014

 

 

  

Transfers from
Level 1 to
Level 2

 

  

Transfers from
Level 2 to
Level 1

 

  

Transfers from
Level 1 to
Level 2

 

  

Transfers from
Level 2 to
Level 1

 

Class of securities:

  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

Corporate securities

  

$

 —

 

  

$

7,860

  

  

$

 —

 

  

$

13,941

  

Foreign corporate debt securities

  

 

 

  

 

2,007

  

  

 

 

  

 

1,810

  

Total Transfers

  

$

 

  

$

9,867

  

  

$

 

  

$

15,751

  

 

v3.3.1.900
Income Taxes
12 Months Ended
Dec. 31, 2015
Income Tax Disclosure [Abstract]  
Income Taxes

Note 5: Income Taxes

For the year ended December 31, 2015, the Company recorded a net loss of approximately $61.8 million, and recorded net income for the years ended December 31, 2014 and December 31, 2013, of $3.1 million and $0.3 million, respectively. The Company has not recorded an income tax expense or benefit for the years ended December 31, 2015, 2014 or 2013.

 

 

  

2015

 

  

2014

 

  

2013

 

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 U.S. federal statutory rate and our effective rate were as follows:

 

Year Ended

 

 

Year Ended

 

 

Year Ended

 

 

December 31, 2015

 

 

December 31, 2014

 

 

December 31, 2013

 

Income tax at the federal statutory rate of 35%

 

35

%

 

 

35

%

 

 

35

%

Effect of:

 

 

 

 

 

 

 

 

 

 

 

Dividends on Preferred Securities

(8)

 

 

 

 

 

Worthless stock deduction

 

 

 

 

13

 

As filed adjustments

 

 

 

 

(14,505)

 

Adjustments to NOL due to 382 limitation

 

 

(9)

 

 

 

Change in valuation allowance

(27)

 

 

(26)

 

 

14,457

 

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% to taxable income, in accordance with the provisions of the Code that apply to property and casualty insurance companies. WMIH, as WMMRC’s parent, pays federal income taxes on behalf of WMMRC and settles the federal income tax obligation on a current basis in accordance with the tax sharing agreement. WMMRC made no tax payments to WMIH during the years ending December 31, 2015, 2014, or 2013 associated with the Company’s tax liability from the preceding year.

Deferred federal income taxes arise from temporary differences between the valuation of assets and liabilities as determined for financial reporting purposes and income tax purposes. Temporary differences principally relate to discounting of loss reserves, accruals, derivate liabilities, net operating losses, and unrealized gains and losses on investments. As of December 31, 2015, 2014 and 2013, the Company recorded a valuation allowance equal to 100% of the net deferred federal income tax asset due to uncertainty regarding the Company’s ability to realize these benefits in the future.

The components of the net deferred tax asset as of December 31, 2015, 2014 and 2013, respectively, are as follows:

 

 

Year Ended

 

 

Year Ended

 

 

Year Ended

 

 

December 31, 2015

 

 

December 31, 2014

 

 

December 31, 2013

 

Deferred federal income tax asset:

 

 

 

 

 

 

 

 

 

 

 

Net operating loss carryforward

$

2,102,482

 

 

$

2,098,597

 

 

$

2,087,490

 

Accruals and reserves

 

3,481

 

 

 

4,531

 

 

 

16,387

 

Derivative liabilities

 

19,117

 

 

 

 

 

 

 

Losses and loss adjustments expense

 

 

 

 

 

 

 

143

 

Restricted stock grants

 

160

 

 

 

 

 

 

 

As filed adjustments

 

 

 

 

214

 

 

 

130

 

Net unrealized loss on investments

 

16

 

 

 

 

 

 

 

Capital loss carryforward

 

52,490

 

 

 

52,603

 

 

 

52,756

 

Total deferred federal income tax asset

 

2,177,746

 

 

 

2,155,945

 

 

 

2,156,906

 

Deferred federal income tax liabilities:

 

 

 

 

 

 

 

 

 

 

 

Net unrealized gain on investments

 

 

 

 

154

 

 

 

425

 

Losses and loss adjustments expense

 

411

 

 

 

102

 

 

 

 

Total deferred federal income tax liabilities

 

411

 

 

 

256

 

 

 

425

 

Less: Valuation allowance

 

2,177,335

 

 

 

2,155,689

 

 

 

2,156,481

 

Net deferred federal income tax asset

$

 

 

$

 

 

$

 

 

On March 19, 2012, WMIH emerged from bankruptcy. Prior to emergence, WMI abandoned the stock of WMB, thereby generating a worthless stock deduction of approximately $8.37 billion which 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% 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, 2015 is approximately $6.0 billion. At December 31, 2015, there was no limitation on the use of these NOLs. These NOLs will begin to expire in 2031. The Company’s ability to utilize the NOLs or realize any benefits related to the NOLs is subject to a number of risks.

The Company accounts for uncertain tax positions in accordance with the income tax 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 years ended December 31, 2015, December 31, 2014 and December 31, 2013.

 

v3.3.1.900
Service Agreements and Related Party Transactions
12 Months Ended
Dec. 31, 2015
Related Party Transactions [Abstract]  
Service Agreements and Related Party Transactions

Note 6: Service Agreements and Related Party Transactions

WMMRC has engaged a Hawaii-based service provider, Marsh Management Services, Inc., to provide accounting and related management services for its operations. In exchange for performing these services, WMMRC pays such service provider a management fee.

WMIH entered into an Investment Management Agreement and an Administrative Services Agreement with WMMRC on March 19, 2012. Each of these agreements was approved by WMMRC’s primary regulator, the Insurance Commission of the State of Hawaii. Total amounts incurred under these agreements totaled $1.4 million, $1.5 million and $1.7 million for the years ended December 31, 2015, December 31, 2014 and December 31, 2013, respectively. The expense and related income eliminate on consolidation. These agreements are described below.

Under the terms of such Investment Management Agreement, WMIH receives from WMMRC a fee equal to the product of (x) the ending dollar amount of assets under management during the calendar month in question and (y) .002 divided by 12. WMIH is responsible for investing the funds of WMMRC based on applicable investment criteria and subject to rules and regulations to which WMMRC is subject.

Under the terms of such Administrative Services Agreement, WMIH receives from WMMRC a fee of $110 thousand per month. WMIH is responsible for providing administrative services to support, among other things, supervision, governance, financial administration and reporting, risk management, and claims management as may be necessary, together with such other general or specific administrative services that may be reasonably required or requested by WMMRC in the ordinary course of its business.

On March 22, 2012, WMIH and the WMI Liquidating Trust (the “Trust”) entered into a Transition Services Agreement (the “TSA”). Pursuant to the TSA, the Trust makes available certain services and employees. The TSA provides the Company with basic infrastructure and support services to facilitate the Company’s operations. The TSA, as amended, extends the term of the agreement through April 30, 2016, with automatic renewals thereafter for successive additional three-month terms, subject to non-renewal at the end of any additional term upon written notice by either party at least 30 days prior to the expiration of the additional term.

In connection with implementing the Plan, certain holders of specified “Allowed Claims” had the right to elect to receive such holder’s “Pro Rata Share of the Common Stock Allotment.” Essentially, the Plan defines the “Pro Rata Share of the Common Stock Allotment” as a pro rata share of ten million (10,000,000) shares of WMIH’s common stock (i.e. five percent (5%)) issued and outstanding on the Effective Date. Holders exercising the foregoing election did so in lieu of receiving (i) 50% of such holder’s interest in and to certain litigation proceeds that could be realized by the Trust on account of certain claims and causes of action asserted by the Trust as contemplated by the Plan (“Litigation Proceeds”), and (ii) some or all of the Runoff Notes to which such holder may be entitled (if such holder elected to receive Runoff Notes in accordance with the terms of the Plan).

If a holder exercised the election described above and, as a result of such election, received shares of WMIH’s common stock, then such holder’s share of Runoff Notes to which the election was effective (i.e., One Dollar ($1.00) of original principal amount of Runoff Notes for each share of WMIH’s common stock) were not issued. In addition, as a result of making the aforementioned election, such holders conveyed to WMIH, and WMIH retained an economic interest in Litigation Proceeds, if any, recovered by the Trust in connection with certain litigation brought by the Trust as contemplated by the Plan. Distributions, if any, to WMIH on account of the foregoing will be effected in accordance with the Plan and the court order confirming the Plan.

On or about October 14, 2014, the Trust filed a lawsuit in King County Superior Court in the State of Washington against 16 former directors and officers of WMI (the “D&O Litigation”). The Trust’s complaint alleged, among other things, that the defendants named therein breached their fiduciary duties to WMI and committed corporate waste and fraud by squandering WMI’s financial resources.  

In connection with the D&O Litigation, on December 1, 2014, the Trust filed its Motion for an Order, Pursuant to Sections 105(a) and 362 of the Bankruptcy Code and Rule 9019 of the Federal Rules of Bankruptcy Procedure, (A) Approving Settlement Agreement Between WMI Liquidating Trust, Certain Directors and Officer and Insurers and (B) Authorizing and Directing the Consummation Thereof (as amended, modified or supplemented prior to the date hereof, the (“D&O Settlement Motion”).  Among other things, the D&O Settlement Motion sought approval of a settlement among the Trust, certain former directors and officers of WMI and certain insurance carriers that underwrote director and officer liability insurance policies for the benefit of WMI and its affiliates (including such former directors and officers), pursuant to which, among other things, the insurance carriers would pay the Trust $37.0 million.  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 February 2, 2015, the Trust estimated that of the approximately $37.0 million in Litigation Proceeds received by the Trust, WMIH would be entitled to receive approximately $9.0 million in Litigation Proceeds. At a hearing held on December 23, 2014, the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”) granted the Trust’s D&O Settlement Motion.  On January 5, 2015, certain non-settling officers appealed the Bankruptcy Court’s order granting the D&O Settlement Motion.  In connection with the settlement of the D&O Litigation, the Trust entered into a Reserve Settlement Agreement (“RSA”) with the appellants and certain insurance carriers to settle the D&O Litigation and that pursuant to the terms of the RSA, the parties agreed, among other things, that $3.0 million of the $37.0 million that had been required to be paid to the Trust pursuant to the settlement, would be placed into a segregated reserve account (the “RSA Reserve”) to be administered by a third party. Under the RSA funds are released from the RSA Reserve to the Trust if and when certain designated conditions are satisfied.  If and when these funds are released to the Trust, and to the extent WMIH is entitled to receive such funds in accordance with the Plan, it is anticipated that the Trust will make payments to WMIH in an amount equal to WMIH’s share of Litigation Proceeds as provided under the Plan. Due to the contingent nature of the reserve, however, there can be no assurances that WMIH will receive any future amounts on account of funds deposited in the RSA Reserve.

During June of 2015, WMIH received approximately $8.3 million in Litigation Proceeds, representing WMIH’s portion of the $34.0 million of net Litigation Proceeds which were received by the Trust.  During September of 2015, WMIH was informed that approximately $0.5 million of Litigation Proceeds would be released from the RSA Reserve pursuant to the terms of the RSA. Thereafter WMIH received approximately $0.1 million of the released Litigation Proceeds, representing WMIH’s portion of the first distribution of $0.5 million from the $3.0 million of Litigation Proceeds held in the RSA Reserve. The Trust reduced the WMIH Litigation Proceeds by approximately $0.6 million to recover WMIH’s portion of the legal fees and expenses associated with the recovery of the Litigation Proceeds as contemplated by the Plan.  The net Litigation Proceeds, after considering WMIH’s portion of these legal fees and expenses resulted in other income of $7.8 million for the year ended December 31, 2015.  Due to the contingent nature of future distributions from the RSA Reserve, there can be no assurance that WMIH will receive any distributions from the remaining balance in the RSA Reserve in the future. As of December 31, 2015, WMIH has not received any Litigation Proceeds, other than as described above, and there can be no assurance that WMIH will receive any distributions on account of Litigation Proceeds in the future.

In preparation for the offering of the Series B Preferred Stock, WMIH engaged KKR Capital Markets LLC (“KCM”), an affiliate of KKR & Co. L.P., to act as a joint book-running manager for the Series B Preferred Stock offering.  KCM also acted as an initial purchaser of the Series B Preferred Stock.   During the year ended December 31, 2015, as a result of satisfying a post-closing covenant to reincorporate in the State of Delaware within 180 days following the closing of the Series B Preferred Stock offering, we paid $8.25 million to KCM.  Upon consummation of a “Qualified Acquisition” (as such term is defined in the Series B Preferred Stock), we will pay KCM an additional fee (the “KCM Deferred Fee”) of $8.25 million.  We have recorded the KCM Deferred Fee in “other liabilities” on our consolidated balance sheet and this amount is included in “accrued fees relating to Series B Preferred Stock issuance” on our consolidated statements of cash flows.

v3.3.1.900
Notes Payable
12 Months Ended
Dec. 31, 2015
Debt Disclosure [Abstract]  
Notes Payable

Note 7: Notes Payable

On the Effective Date, WMIH issued $110.0 million aggregate principal amount of its 13% Senior First Lien Notes due 2030 (the “First Lien Notes”) under an indenture, dated as of March 19, 2012 (the “First Lien Indenture”), between WMIH and Wilmington Trust, National Association, as Trustee. Additionally, WMIH issued $20.0 million aggregate principal amount of its 13% Senior Second Lien Notes due 2030 (the “Second Lien Notes” and, together with the First Lien Notes, the “Runoff Notes”) under an indenture, dated as of March 19, 2012 (the “Second Lien Indenture” and, together with the First Lien Indenture, the “Indentures”), between WMIH and Law Debenture Trust Company of New York, as Trustee. The Runoff Notes are scheduled to mature on March 19, 2030 and pay interest quarterly.

The Runoff Notes are secured by, and have a specified priority in right of payment in, a securities or deposit account into which WMIH is required to deposit distributions it receives of Runoff Proceeds (as defined in the Indentures) (the “Collateral Account”).

WMIH will, and has agreed to cause WMMRC to, deposit all distributions, dividends or other receipts in respect of Runoff Proceeds Distributions (as defined in the Indentures) on the date paid to WMIH in the Collateral Account established in accordance with the terms of the Indentures. On any interest payment date, payments are made from the Collateral Account and from any other Runoff Proceeds Distributions in the priority set forth in the Indentures. The obligations created by the Runoff Notes are nonrecourse to WMIH except for certain actions for specific performance, and in certain limited circumstances as more fully described in Section 7.16 of the Indentures with respect to Runoff Proceeds Distributions in the Collateral Account or for failure to comply with certain specified covenants relating to (i) the deposit of Runoff Proceeds in the Collateral Account, (ii) payment of Runoff Proceeds in the Collateral Account in accordance with the order of priority established in the Indentures, (iii) failure to seek to obtain the appropriate regulatory approval to permit the dividend of Runoff Proceeds to WMIH and (iv) the failure to cause WMMRC to deposit Runoff Proceeds into a segregated account.

In connection with certain interest payments due and payable in respect of the First and Second Lien Notes, WMIH elected, consistent with the terms of the Indentures, to issue payment-in-kind notes (“PIK Notes” as defined in the Indentures) in lieu of making such interest payments in cash when no cash was available. The aggregate face amount of PIK Notes issued as of December 31, 2015, 2014 and 2013 totals approximately $19.4 million, $18.5 million and $13.9 million, respectively. Runoff Note principal outstanding totaled approximately $21.7 million, $31.2 million and $105.5 million as of December 31, 2015, 2014 and 2013, respectively. Approximately $10.4 million, $78.9 million and $36.3 million of Runoff Notes principal was paid during the years ended December 31, 2015, 2014 and 2013, respectively. Interest on First Lien Notes and Second Lien Notes paid in cash totaled approximately $2.9 million, $5.2 million and $9.7 million during the years ended December 31, 2015, 2014 and 2013, respectively. As of April 27, 2015, the First Lien Notes were fully redeemed by the Company and the First Lien Indenture was satisfied and discharged.  During the quarter ended   June 30, 2015, the issuer secondary amount (as defined in the Second Lien Indenture), which totaled approximately $9.0 million, was paid by a transfer, within WMIH, from restricted cash, previously held in the Collateral Account, to unrestricted cash.  Under the Second Lien Indenture the issuer secondary amount was required to be paid prior to any payment of interest and principal on the Second Lien Notes.

As of December 31, 2015, 2014 and 2013, the Collateral Account contained less than $1.0 thousand, $2.4 million and $0.1 million, respectively, of cash received from WMMRC which was or will be ultimately used for future administrative expenses and payments of the issuer secondary amount, interest and principal payments.  

v3.3.1.900
Financing Arrangements
12 Months Ended
Dec. 31, 2015
Condensed Financial Information Of Parent Company Only Disclosure [Abstract]  
Financing Arrangements

Note 8: Financing Arrangements

As of March 19, 2012, a Financing Agreement (the “Financing Agreement”) was entered into by and among WMIH, WMIIC, the lenders, severally and not jointly, party thereto (each a “Lender” and collectively, the “Lenders”) and U.S. Bank National Association, a national banking association, as administrative agent for the Lenders.

Pursuant to the terms and conditions of the Financing Agreement, the commitment of the Lenders to extend credit under the Financing Agreement would have terminated no later than March 19, 2015.  However, on January 5, 2015, the Company entered into an agreement for termination of the Financing Agreement (the “Financing Agreement Termination”).  Pursuant to the Financing Agreement Termination, the Financing Agreement automatically terminated on January 5, 2015 and the Company no longer has or will have access to the funds thereunder. As of January 5, 2015, there were no loans outstanding under the Financing Agreement.

On January 30, 2014, WMIH entered into (i) a note purchase agreement, dated as of January 30, 2014 (the “Note Purchase Agreement”), with the guarantors party thereto and KKR Management Holdings L.P. (“KKR Management”), (ii) an investment agreement, dated as of January 30, 2014 (the “Investment Agreement”), with KKR Fund Holdings L.P. (“KKR Fund” and, together with KKR Management, “KKR”) and, for limited purposes, KKR Management and (iii) an investor rights agreement, dated as of January 30, 2014 (the “Investor Rights Agreement”), with KKR Fund (together, the “KKR Transaction”).

Pursuant to the terms and conditions of the Note Purchase Agreement, KKR Management committed to purchase up to $150.0 million aggregate principal amount (at issuance) of subordinated 7.5% PIK Notes from the Company. On December 19, 2014, the Company, as a result of affiliates of KKR agreeing to purchase 200,000 shares of Series B Preferred Stock, and other parties to the Note Purchase Agreement executed an amendment to the Note Purchase Agreement that had the effect of terminating the Note Purchase Agreement as of the effective date of the reincorporation of WMIH from Washington to Delaware which occurred on May 11, 2015.

v3.3.1.900
Capital Stock
12 Months Ended
Dec. 31, 2015
Equity [Abstract]  
Capital Stock

Note 9: Capital Stock

On the Effective Date, all shares of common and preferred equity securities previously issued by WMI were cancelled and extinguished. As of the Effective Date, and pursuant to WMIHC’s Amended and Restated Articles of Incorporation (the “Articles”), WMIHC was authorized to issue up to 500,000,000 shares of common stock and up to 5,000,000 shares of blank check preferred stock, in one or more series, each with a par value of $0.00001 per share. 200,000,000 shares of common stock were issued by WMIH pursuant to the Plan and in reliance on Section 1145 of the United States Bankruptcy Code on the Effective Date.

 

On the Reincorporation Date all shares of common and preferred equity securities previously issued by WMIHC automatically were converted into one share of the substantially similar common stock, Series A Preferred Stock or Series B Preferred Stock, as applicable, of WMIH. At the same time, each outstanding option, right or warrant to acquire shares of WMIH’s common stock was converted into an option, right or warrant to acquire an equal number of shares of WMIH’s common stock under the same terms and conditions as the original options, rights or warrants. As of the Reincorporation Date, and pursuant to WMIH’s Amended and Restated Certificate of Incorporation, WMIH is authorized to issue up to 3,500,000,000 shares of common stock and up to 10,000,000 shares of preferred stock, in one or more series, each with a par value of $0.00001 per share.

 

All of the terms of the agreements described below and attributed to WMIH are also attributable to WMIHC relative to the various agreements and instruments prior to the Reincorporation Date.  The references to WMIH are based on the date this Form 10-K has been filed.  The references would have been to WMIHC prior to the Reincorporation Date.

As described in Note 8: Financing Arrangements, WMIH entered into (i) the Note Purchase Agreement, (ii) the Investment Agreement and (iii) the Investor Rights Agreement on January 30, 2014. On January 30, 2014, pursuant to the Investment Agreement, WMIH issued 1,000,000 shares of Series A Preferred Stock having the terms, rights, obligations and preferences contained in the Articles of Amendment of WMIH dated January 30, 2014 for a purchase price equal to $11.1 million and has issued to KKR Fund warrants to purchase, in the aggregate, 61.4 million shares of WMIH’s common stock, 30.7 million of which have an exercise price of $1.32 per share and 30.7 million of which have an exercise price of $1.43 per share (together, the “Warrants”).

The Series A Preferred Stock has rights substantially similar to those associated with WMIH’s common stock, with the exception of a liquidation preference, conversion rights and customary anti-dilution protections. The Series A Preferred Stock has a liquidation preference equal to the greater of (i) $10.00 per one million shares of Series A Preferred Stock plus declared but unpaid dividends on such shares and (ii) the amount that the holder would be entitled to in a relevant transaction had the Series A Preferred Stock been converted to common stock of WMIH. The Series A Preferred Stock is convertible at a conversion price of $1.10 per share into shares of common stock of WMIH either at the option of the holder or automatically upon transfer by KKR Fund to a non-affiliated party. As a result of the calculation of a beneficial conversion feature as required by accounting standards codification topic 470, Debt a preferred deemed dividend of $9.5 million was recorded in conjunction with the issuance of the preferred stock. This preferred deemed dividend resulted in an increase to our accumulated deficit, and as an increase in additional paid in capital. Further, KKR Fund, as the holder of the Series A Preferred Stock and the Warrants, has received other rights pursuant to the Investor Rights Agreement as described below.

The Warrants have a five-year term from the date of issuance and are subject to customary structural adjustment provisions for stock splits, combinations, recapitalizations and other similar transactions. KKR Fund’s rights as a holder of the Series A Preferred Stock and the Warrants, and the rights of any subsequent holder that is an affiliate of KKR Fund (together with KKR Fund, the “Series A Holders”) are governed by the Investor Rights Agreement. Pursuant to the Investor Rights Agreement, for so long as the Series A Holders own 50% of the Series A Preferred Stock issued as of January 30, 2014 (or the underlying common stock of WMIH), the Series A Holders will have the right to appoint two of the nine directors that currently comprise the Board.

Additionally, until January 30, 2017, the Series A Holders will have the right to purchase up to 50% of any future equity rights offerings or other equity issuance by WMIH on the same terms as the equity issued to other investors in such transactions, in an aggregate amount of such offerings and issuances by WMIH of up to $1.0 billion (the “Participation Rights”). The foregoing Participation Rights do not include any issuances of securities by WMIH constituting any part of the consideration payable by it in connection with any acquisitions or investments (including any rollover equity) or in respect of any employee options or other income compensation. The aggregate beneficial ownership by Series A Holders of equity securities of WMIH 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 WMIH without the prior written consent of WMIH. 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. Except for the foregoing Participation Rights and the issuance of WMIH’s common stock in respect of the Warrants and the Series A Preferred Stock, KKR Fund and its affiliates shall not purchase or acquire any equity securities of WMIH or its subsidiaries without WMIH’s prior written consent, subject to certain exceptions.

In connection with the issuance of the Series A 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 stockholders of WMIH; seek to make, or make, a stockholder proposal at any meeting of the stockholders of WMIH; 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 stockholders 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 WMIH;

 

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 WMIH;

 

except pursuant to any exercise of any Warrant, the conversion of the Series A Preferred Stock, or the exercise of the Participation Rights, acquire, agree or seek to acquire, beneficially or otherwise, any voting securities of WMIH (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 WMIH and its common stock or other similar corporate action initiated by WMIH);

 

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 WMIH to raise capital by WMIH to KKR Capital Markets LLC and its affiliates; or

 

short any of WMIH’s common stock or acquire any derivative or hedging instrument or contract relating to WMIH’s common stock.

In the event that any stockholder or group of stockholders other than KKR Fund calls a stockholder meeting or seeks to nominate nominees to the Board, then KKR Fund shall not be restricted from calling a stockholder meeting in order to nominate directors as an alternative to the nominees nominated by such stockholder 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 stockholder or group.

The Investor Rights Agreement also provides the Series A Holders with registration rights, including three long form demand registration rights, unlimited short form demand registration rights and customary piggyback registration rights with respect to WMIH’s common stock (and WMIH’s common stock underlying the Series A Preferred Stock and the Warrants), subject to certain minimum thresholds, customary blackout periods and lockups of 180 days. On July 1, 2015, WMIH filed a shelf registration statement (the “Initial Registration Statement”) covering resales of Series B Preferred Stock and WMIH’s common stock issuable upon mandatory conversion of the Series B Preferred Stock.  On November 23, 2015, WMIH amended the Initial Registration Statement to cover WMIH’s common stock issuable upon conversion of the Series A Preferred Stock and shares of WMIH’s common stock issuable upon exercise of warrants issued in connection with the issuance of our Series A Preferred Stock currently outstanding (as amended, the “Registration Statement”). The Registration Statement was declared effective under the Securities Act on November 25, 2015.

For as long as the Series A Holders beneficially own any shares of common stock of WMIH or Series A Preferred Stock or any of the Warrants, WMIH has agreed to provide customary Rule 144A information rights, to provide the Series A Holders with regular audited and unaudited financial statements and to allow the Series A Holders or their representatives to inspect WMIH’s books and records.

The foregoing description of (i) the Investor Rights Agreement is qualified in its entirety by reference to the Investor Rights Agreement, which was filed with the SEC as Exhibit 4.2 on Form 8-K on January 31, 2014, and incorporated by reference, (ii) the Warrants are qualified in their entirety by reference to the Form of Tranche A Warrant and Form of Tranche B Warrant, which were filed with the SEC as Exhibits 4.3 and 4.4, respectively, on Form 8-K on January 31, 2014, and incorporated by reference, (iii) the Series A Preferred Stock is qualified in its entirety by reference to the 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 the Amended and Restated Certificate of Incorporation of WMIH, which was filed with the SEC as Exhibit 3.1 on Form 8-K12G3 on May 13, 2015, and incorporated by reference, and (iv) the Investment Agreement is qualified in its entirety by reference to the Investment Agreement, which was filed with the SEC as Exhibit 10.1 on Form 8-K on January 31, 2014, and incorporated by reference.

On January 5, 2015, WMIH in connection with an offering of 600,000 shares of its 3% 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% Series B Convertible Preferred Stock (the “Certificate of Designation”) creating the Series B Preferred Stock and designating the rights and preferences of the Series B Preferred Stock.

The foregoing descriptions of the Articles of Amendment and the Certificate of Designation are qualified in their entirety by the provisions of the Articles of Amendment and the Certificate of Designation, filed as Exhibits 3.1 and 4.1 to a Form 8-K on January 5, 2015, respectively, and incorporated by reference herein, and the Amended and Restated Certificate of Incorporation of WMIH, which was filed with the SEC as Exhibit 3.1 on Form 8-K12G3 on May 13, 2015, and incorporated by reference.

On January 5, 2015, in connection with the offering and pursuant to that certain Purchase Agreement, dated December 19, 2014 (the “Purchase Agreement”), by and among WMIH, Citigroup Global Markets Inc. (“Citi”) and KCM (KCM and Citi together, the “Initial Purchasers”), WMIH entered into a Registration Rights Agreement with the Initial Purchasers (the “Registration Rights Agreement”), pursuant to which WMIH has agreed that, subject to certain conditions, WMIH will use its reasonable efforts to (i) file a shelf registration statement covering resales of WMIH’s common stock issuable upon mandatory conversion of the Series B Preferred Stock no later than six months after January 5, 2015 (the “Issue Date”); (ii) file a shelf registration statement covering resales of the Series B Preferred Stock no later than one year after the Issue Date; and (iii) cause each of these shelf registration statements to be declared effective under the Securities Act. On July 1, 2015, WMIH filed the Initial Registration Statement covering resales of Series B Preferred Stock and WMIH’s common stock issuable upon mandatory conversion of the Series B Preferred Stock.  On November 23, 2015, WMIH amended the Initial Registration Statement to cover WMIH’s common stock issuable upon conversion of the Series A Preferred Stock and shares of WMIH’s common stock issuable upon exercise of warrants issued in connection with the issuance of our Series A Preferred Stock currently outstanding. The Registration Statement was declared effective under the Securities Act on November 25, 2015.

The foregoing description of the Registration Rights Agreement is qualified in its entirety by the provisions of the Registration Rights Agreement, filed on Form 8-K on January 5, 2015, as Exhibit 10.1 and incorporated by reference herein.

On January 5, 2015, in connection with the offering and pursuant to the Purchase Agreement, WMIH entered into an Escrow Agreement (the “Escrow Agreement”) with Citibank, N.A., as Escrow Agent (the “Escrow Agent”), pursuant to which WMIH caused to be deposited with the Escrow Agent the amount of $598,500,000, representing the proceeds of the offering of Series B Preferred Stock less offering fees payable on the Issue Date but before payment of other offering fees and expenses (including fees contingent upon future events). These net proceeds will be released from escrow from time to time to WMIH as instructed by WMIH in amounts necessary to (i) pay certain fees related to the offering that may become payable to the Initial Purchasers, (ii) finance WMIH’s efforts to explore and/or fund, in whole or in part, acquisitions, whether completed or not, including reasonable attorney fees and expenses related thereto, accounting expenses, due diligence and financial advisor fees and expenses, (iii) pay certain amounts that may become payable to the holders of the Series B Preferred Stock upon the occurrence of certain put events, (iv) pay certain amounts that would become payable to the holders of the Series B Preferred Stock upon a mandatory redemption of the Series B Preferred Stock, and (v) pay certain expenses related to the offering. The entire net proceeds will be released from escrow as instructed by WMIH upon consummation of a Qualified Acquisition (as defined in the Escrow Agreement). The foregoing description of the Escrow Agreement is qualified in its entirety by the provisions of the Escrow Agreement, filed on Form 8-K on January 5, 2015, as Exhibit 10.2 and incorporated by reference herein.

The Series B Preferred Stock are hybrid financial instruments that blend characteristics of both equity and debt securities.  The terms of the Series B Preferred Stock provide for either redemption of the principal and interest for cash at maturity or in the event of certain predetermined circumstances (“Forward Component”) or mandatory conversion into WMIH’s common stock (“Embedded Conversion Feature” or “ECF”).  The Series B Preferred Stock also embody contingent equity-linked share price protections on the ECF in the form of a variable conversion price based on a 20 trading day average of volume weighted average price.  The Series B Preferred Stock shall convert based on the outstanding principal and accrued interest, subject to a floor of $1.75 per share of WMIH’s common stock and a maximum of $2.25 per share.  As a result, the Company determined that the Series B Preferred Stock contain certain embedded derivative features.  Management’s evaluation resulted in the conclusion that the compound derivative financial instrument required bifurcation and separately accounted for the embedded conversion feature option as a derivative liability.  The aggregate fair value of the embedded conversion feature was $66.2 million on the date of issuance of the Series B Preferred Stock.  At December 31, 2015 the fair value of the embedded conversion feature was $120.8 million.  The fair value of the embedded conversion feature will become additional paid in capital upon conversion of the Series B Preferred Stock, or be reduced to zero upon redemption of the Series B Preferred Stock, as the case may be.  Between January 5, 2015 and December 31, 2015, the fair market value increased by $54.6 million and is included as other expense in the consolidated statements of operations for the year ended December 31, 2015.   The Series B Preferred Stock was not issued until January 5, 2015, therefore there was no embedded conversion feature outstanding as of December 31, 2014, and consequently no change in embedded conversion feature for any quarterly or annual period prior to 2015.

WMIH issued restricted share grants to members of the Board totaling $0.7 million, $1.3 million and $0.7 million of aggregate intrinsic value during the years ended December 31, 2015, 2014 and 2013, respectively. The restricted shares vest over a three year period.

On May 15, 2015, WMIH issued restricted stock grants to our Chief Executive Officer, William C. Gallagher and our Chief Operating Officer, Thomas L. Fairfield, in conjunction with employment agreements totaling $9.8 million of aggregate fair value (“the EXEC Grants”) based on the $2.76 trading price of WMIH shares at the close of business on the date issued.  WMIH may be required to issue additional shares if the conversion price applicable to the Series B Preferred Stock is less than $2.25 per share. The EXEC Grants will vest in full and will be recognized as compensation expense upon the consummation of a Qualified Acquisition, subject to the executives continued employment with the Company until such time. The foregoing description of the restricted stock agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Gallagher Restricted Stock Agreement and the Fairfield Restricted Stock Agreement, which were filed as Exhibit 10.3 and Exhibit 10.5, respectively, of Form 8-K12G3 filed on May 13, 2015 and incorporated herein by reference.  The fair market value of the EXEC Grants as of December 31, 2015 approximates $9.2 million as a result of the stock price of $2.59 per share at the close of the market on December 31, 2015.

The total unamortized value related to the unvested restricted share grant totals $10.0 million, $1.2 million and $0.7 million for the years ended December 31, 2015, 2014 and 2013, respectively.

The unamortized value of $10.0 million at December 31, 2015, if all are ultimately vested will be amortized according to the following schedule.

 

Amortization Schedule

(in thousands)

 

December 31, 2015 unamortized dollar value

 

1st quarter 2016

 

$

164

 

2nd quarter 2016

 

 

131

 

3rd quarter 2016

 

 

131

 

4th quarter 2016

 

 

131

 

1st quarter 2017

 

 

95

 

2nd quarter 2017

 

 

39

 

3rd quarter 2017

 

 

39

 

4th quarter 2017

 

 

39

 

1st quarter 2018

 

 

33

 

Unamortized fair-value - subject to vesting schedule

 

 

802

 

Unamortized fair-value - event dependent

 

 

9,209

 

Total unamortized value

 

 

10,011

 

 

Net equity-based compensation totaled $1.1 million, $0.8 million and $0.4 million for the years ended December 31, 2015, 2014 and 2013, respectively. The restricted stock awards were issued at the fair market value determined to be the trading price at the close of business the respective date the awards were granted.

A summary of WMIH’s restricted share award activity for the years ended December 2015, December 31, 2014 and December 31, 2013 is presented below.

 

 

 

Number of restricted stock awards outstanding

 

 

Weighted-average grant date fair value

 

 

Aggregate fair value

(in thousands)

 

Outstanding—January 1, 2013

 

 

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—January 1, 2014

 

 

1,842,351

 

 

 

0.6787

 

 

 

1,250

 

Restricted stock awards granted during 2014

 

 

500,894

 

 

2.6602

 

 

 

1,332

 

Restricted stock awards released or forfeited during 2014

 

 

 

 

 

 

 

 

 

Outstanding—December 31, 2014

 

 

2,343,245

 

 

 

1.1023

 

 

 

2,582

 

Restricted stock awards granted during 2015

 

 

3,824,790

 

 

 

2.7486

 

 

 

10,513

 

Restricted stock awards released or forfeited during 2015

 

 

 

 

 

 

 

 

 

Outstanding—December 31, 2015

 

 

6,168,035

 

 

$

2.1230

 

 

$

13,095

 

 

WMIH has issued the total number of shares subject to the restricted stock grants, however, until vested they are subject to repurchase. Shares subject to repurchase totaled 4,197,396 on December 31, 2015, 1,343,764 on December 31, 2014 and 1,456,987 on December 31, 2013. The EXEC Grants vest upon future events, and are not time specific, and for this reason we have used 1st quarter 2018 as the vesting date in the following table as this date corresponds with the Series B Preferred Stock potential redemption date. The shares subject to repurchase at December 31, 2015 will vest according to the following schedule:

 

Vesting schedule of shares subject to repurchase

 

December 31, 2015 unvested shares

 

4th quarter 2015

 

 

 

1st quarter 2016

 

 

370,570

 

2nd quarter 2016

 

 

 

3rd quarter 2016

 

 

 

4th quarter 2016

 

 

 

1st quarter 2017

 

 

207,170

 

2nd quarter 2017

 

 

 

3rd quarter 2017

 

 

 

4th quarter 2017

 

 

 

1st quarter 2018

 

 

3,619,656

 

Total unvested shares

 

 

4,197,396

 

 

Pursuant to a restricted stock agreement, WMIH has the right, but not the obligation, to repurchase any unvested (but issued) shares of WMIH’s common stock at $0.0001 per share upon the termination of service in the case of a director, or in the case of the EXEC Grants, on January 5, 2018 if the Series B Preferred Stock are redeemed or as a result of certain circumstances as defined by the terms of the EXEC Grants.

A summary of WMIH’s restricted shares issued and subject to repurchase as of the years ended December 31, 2015, December 31, 2014 and December 31, 2013 is presented below.

 

Vesting schedule of shares subject to repurchase

 

Unvested shares

 

Shares subject to repurchase—January 1, 2013

 

 

1,156,078

 

Shares issued subject to vesting during 2013

 

 

686,273

 

Unvested shares repurchased during 2013

 

 

 

Shares vested during 2013

 

 

(385,364

)

Shares subject to repurchase—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

)

Shares subject to repurchase—December 31, 2014

 

 

1,343,764

 

Shares issued subject to vesting during 2015

 

 

3,824,790

 

Unvested shares repurchased during 2015

 

 

 

Shares vested during 2015

 

 

(971,158

)

Shares subject to repurchase—December 31, 2015

 

 

4,197,396

 

 

On April 28, 2015, WMIH issued 269,234 restricted stock grants to members of the Board totaling $0.7 million of aggregate fair value.  The share price was determined based on the closing sales price of $2.60 on the date of the award.  On May 15, 2015, WMIH issued a total of 1,777,778 restricted stock grants to each of William C. Gallagher and Thomas L. Fairfield.   The aggregate fair value of the 3,555,556 restricted stock grants issued totaled $9.8 million which was determined based on the closing sales price of $2.76 on the date of the award.  The fair market value of the EXEC Grants as of December 31, 2015 approximates $9.2 million as a result of the stock price of $2.59 per share at the close of the market on December 31, 2015.

 

Upon the reincorporation of WMIH from Washington to Delaware on the Reincorporation Date, and as a condition of voluntarily tendering their resignations from the Board and WMIH accepting the resignation of Mark E. Holliday and Timothy R. Graham as directors, all restricted shares held by Mr. Holliday and Mr. Graham issued but unvested on the date of reincorporation were immediately vested. A total of 190,070 shares, which otherwise would have vested approximately three years from their issuance date, were vested early (“Early Vesting”).  Of the Early Vesting shares 113,146 were outstanding as of December 31, 2014 and the balance of 76,924 were issued in conjunction with the annual meeting of stockholders on April 28, 2015.  This Early Vesting resulted in a one-time charge to compensation and a corresponding increase in additional paid in capital totaling $382 thousand during the year ended December 31, 2015.

As of December 31, 2015, December 31, 2014 and December 31, 2013, 206,168,035, 202,343,245 and 201,842,351 shares of WMIH’s common stock were issued and outstanding, respectively. As of December 31, 2015 and December 31, 2014, 1,000,000 shares of the Series A Preferred Stock were issued and outstanding. As of December 31, 2013, no shares of Series A Preferred Stock were issued and outstanding. As of December 31, 2015, 600,000 shares of the Series B Preferred Stock were issued and outstanding. As of December 31, 2014 and December 31, 2013, no shares of Series B Preferred Stock were issued and outstanding. As of December 31, 2015 and December 31, 2014, 61,400,000 warrants to purchase WMIH’s common stock were issued and outstanding.  No warrants were issued and outstanding at December 31, 2013. See Note 12: Net (Loss) Income Per Common Share for further information on shares used for EPS calculations.

v3.3.1.900
Pending Litigation
12 Months Ended
Dec. 31, 2015
Commitments And Contingencies Disclosure [Abstract]  
Pending Litigation

Note 10: Pending Litigation

As of December 31, 2015, the Company was not a party to, or aware of, any pending legal proceedings or investigations requiring disclosure at this time.

 

v3.3.1.900
Restriction on Distribution of Net Assets from Subsidiary
12 Months Ended
Dec. 31, 2015
Receivables [Abstract]  
Restriction on Distribution of Net Assets from Subsidiary

Note 11: Restriction on Distribution of Net Assets from Subsidiary

WMMRC has net assets totaling $37.8 million, $54.9 million and $145.8 million as of December 31, 2015, 2014 and 2013, respectively. These net assets are not immediately available for distribution to WMIH due to restrictions imposed by trust agreements, and the requirement that the Insurance Commissioner of the State of Hawaii must approve dividends from WMMRC. Distributions from WMMRC to WMIH are further restricted by the terms of the Runoff Notes described in Note 7: Notes Payable.

 

v3.3.1.900
Net (Loss) Income Per Common Share
12 Months Ended
Dec. 31, 2015
Earnings Per Share [Abstract]  
Net (Loss) Income Per Common Share

Note 12: Net (Loss) Income Per Common Share

Basic and diluted net (loss) income per share attributable to common and participating stockholders is computed by dividing net (loss) income 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 or any period reflecting a net loss, therefore diluted net (loss) income per share was the same as basic net (loss) income for periods presented prior to January 30, 2014, and for the years ended December 31, 2015 and December 31, 2014, which both reflect a net loss attributable to common and participating stockholders.

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 incremental unvested restricted shares outstanding and adding any potentially dilutive common equivalent shares outstanding during the period, if dilutive. Potentially dilutive common equivalent shares are composed of the incremental common shares issuable upon the exercise of warrants for WMIH’s common stock and the potential conversion of preferred shares to common shares, none of which were outstanding prior to January 30, 2014.   There were no dilutive effects for the years ended December 31, 2015 and December 31, 2014 as the Company reported a net loss attributable to common and participating stockholders for the periods.  

The following table presents the calculation of basic and diluted net (loss) income per share for periods presented (in thousands, except per share data):  

 

Year ended December 31, 2015

 

 

Year ended December 31, 2014

 

 

Year ended December 31, 2013

 

Numerator for basic and diluted net (loss) income per share:

 

 

 

 

 

 

 

 

 

 

 

Net (loss) income

$

(61,833

)

 

$

3,070

 

 

$

338

 

Series B preferred stock dividends

 

(17,748

)

 

 

 

 

 

 

Preferred deemed dividend

 

 

 

 

(9,455

)

 

 

 

Net (loss) income attributable to common and participating stockholders

$

(79,581

)

 

$

(6,385

)

 

$

338

 

Denominator for basic and diluted net (loss) income per share:

 

 

 

 

 

 

 

 

 

 

 

Weighted-average shares outstanding

 

204,776,405

 

 

 

202,208,619

 

 

 

201,419,306

 

Weighted-average unvested restricted shares outstanding

 

(3,029,792

)

 

 

(1,338,691

)

 

 

(1,115,238

)

Denominator for basic and diluted net (loss) income per share:

 

201,746,613

 

 

 

200,869,928

 

 

 

200,304,068

 

Basic and diluted net (loss) income per share attributable to common and participating stockholders

$

(0.39

)

 

$

(0.03

)

 

$

0.00

 

The following table summarizes shares subject to exercise or vesting conditions as more fully described in Note 9: Capital Stock.  These shares could potentially be dilutive in future periods if we realize net income attributable to common and participating stockholders and the contingent or unvested stock is converted to WMIH common stock.  The cash payment of $84.4 million, which would be received upon exercise of the warrants, has not been considered as an offset to the dilutive shares under warrants outstanding below.

 

Potential dilution to common

 

 

Minimum shares

 

 

Maximum

shares

 

Restricted shares subject to vesting

 

4,197,396

 

 

 

4,197,396

 

Series A Preferred Stock

 

10,065,629

 

 

 

10,065,629

 

Warrants outstanding

 

61,400,000

 

 

 

61,400,000

 

Series B Preferred Stock

 

266,666,667

 

 

 

342,857,143

 

Potential dilutive shares if converted to common

 

342,329,692

 

 

 

418,520,168

 

 

v3.3.1.900
Fair Value Measurement
12 Months Ended
Dec. 31, 2015
Fair Value Disclosures [Abstract]  
Fair Value Measurement

Note 13: Fair Value Measurement

 

We use a fair-value approach to value certain liabilities. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. We use a fair value hierarchy, which distinguishes between assumptions based on market data (observable inputs) and an entity’s own assumptions (unobservable inputs). The hierarchy consists of three levels:

 

Level 1 — Inputs to the valuation methodology are quoted prices for identical assets or liabilities traded in active markets;

 

 

Level 2 — Inputs to the valuation methodology include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability and market corroborated inputs; and

 

 

Level 3 — Valuations based on models where significant inputs are not observable. The unobservable inputs reflect the Company’s own assumptions about the inputs that market participants would use.

 

Determining which category an asset or liability falls within the hierarchy requires significant judgment. We evaluate our hierarchy disclosures each quarter. Assets and liabilities measured at fair value on a recurring basis are summarized as follows:

 

The financial instrument that is measured at fair value on a recurring basis is summarized as follows as of December 31, 2015:

 

Liabilities

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

December 31, 2015

 

Derivative liability - embedded conversion feature

 

$

 

 

$

 

 

$

120,848

 

 

$

120,848

 

 

At December 31, 2014 we had no Level 3 liabilities measured at fair value.

The following table shows the change in Level 3 liability measured at fair value on a recurring basis for the period ended     December 31, 2015:

 

 

 

Derivative liability embedded conversion feature

 

 

Balance, December 31, 2014

 

$

 

 

Issuance during 2015

 

 

66,227

 

 

Unrealized loss on change in fair value

 

 

54,621

 

 

Balance, December 31, 2015

 

$

120,848

 

 

 

On January 5, 2015, WMIH raised $600.0 million of capital (less transaction costs) through the issuance of 600,000 shares of Series B Preferred Stock. The shares carry a liquidation preference of $1,000 per share, equal to their initial purchase price. In addition, they have a mandatory redemption right three years from the issuance date at a price equal to the initial investment amount, and accrue dividends at 3% per annum.

 

The purpose of the capital raise was principally to pursue strategic acquisitions of operating companies that fit the Company’s desired business model. Management intends to pursue such an acquisition or acquisitions with the proceeds of the capital raise, and should it occur during the three-year term of the Series B Preferred Stock, there is a mandatory conversion of these shares into common stock of WMIH. Mandatory conversion occurs at a price that is the lesser of:

 

 

i)

$2.25 per share of WMIH’s common stock; and

 

ii)

the arithmetic average of daily volume weighted average prices of WMIH’s common stock during the 20 trading day period ending on the trading day immediately preceding the public announcement by WMIH of its entry into a definitive agreement for such acquisition, subject to a floor of $1.75 per share of WMIH’s common stock.

 

We use a binomial lattice option pricing model to value the embedded conversion feature that is subject to fair value liability accounting. The key inputs which we utilize in the determination of the fair value as of the reporting date include our stock price as well as assumptions regarding a number of complex and subjective variables. These variables include, but are not limited to, expected stock price volatility over the term of the convertible preferred securities and risk-free interest rate. In addition, the model requires the input of an expected probability of occurrence and the timing of a Qualified Acquisition which initiates the mandatory conversion. The fair value of the embedded conversion feature liability is revalued each balance sheet date utilizing our model computations with the decrease or increase in fair value being reported in the consolidated statements of operations as unrealized gain or (loss) on change in fair value of derivative liability - embedded conversion feature, respectively. The primary factors affecting the fair value of the embedded conversion feature liability are the probability of occurrence and timing of a Qualified Acquisition, our stock price and our stock price volatility. In addition, the use of a model requires the input of subjective assumptions, and changes to these assumptions could provide differing results.

 

Our reported net loss attributable to common and participating stockholders (“Net Loss”) was approximately $79.6 million for the twelve months ended December 31, 2015. If the closing stock price of WMIH’s common stock had been 10% lower, our Net Loss would have been approximately $51.8 million lower. If the closing stock price of WMIH’s common stock had been 10% higher, our Net Loss would have been approximately $53.0 million higher. If our volatility assumption on December 31, 2015 had been 10% lower, our Net Loss would have been approximately $7.6 million lower and if our volatility assumption had been 10% higher, our Net Loss would have been approximately $9.9 million higher. If our probability of a transaction occurring assumption on December 31, 2015 had been 10% lower, our Net Loss would have been approximately $13.4 million lower and if our probability of a transaction occurring assumption had been 10% higher, our Net Loss would have been approximately $13.4 million higher.

v3.3.1.900
Quarterly Financial Information
12 Months Ended
Dec. 31, 2015
Quarterly Financial Information Disclosure [Abstract]  
Quarterly Financial Information

Note 14: Quarterly Financial Information (Unaudited)

Following is a summary of the unaudited interim results of operations for the year ended December 31, 2015, 2014 and 2013, respectively (in thousands, except per share amounts):

 

 

Total revenue

 

 

Net income (loss) attributable to common and participating stockholders

 

 

Earnings per share - basic

 

 

Earnings per share - diluted

 

Year Ended December 31, 2015

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

First Quarter

$

1,750

 

 

$

1,253

 

 

$

0.00

 

 

$

0.00

 

Second Quarter

 

1,470

 

 

 

(77,983

)

 

 

(0.39

)

 

 

(0.39

)

Third Quarter

 

1,488

 

 

 

(8,419

)

 

 

(0.04

)

 

 

(0.04

)

Fourth Quarter

 

1,292

 

 

 

5,568

 

 

 

0.01

 

 

 

0.01

 

For the Year Ended December 31, 2015

$

6,000

 

 

$

(79,581

)

 

$

(0.39

)

 

$

(0.39

)

Year Ended December 31, 2014

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

First Quarter

$

2,834

 

 

$

(12,835

)

 

$

(0.06

)

 

$

(0.06

)

Second Quarter

 

2,150

 

 

 

17,322

 

 

 

0.08

 

 

 

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

 

 

v3.3.1.900
Subsequent Events
12 Months Ended
Dec. 31, 2015
Subsequent Events [Abstract]  
Subsequent Events

Note 15: Subsequent Events

 

On January 21, 2016, WMIH notified the trustee and collateral agent of the Second Lien Notes that a partial redemption of Second Lien Notes in the amount of approximately $1.3 million would be made on March 1, 2016.  In addition, WMIH authorized approximately $0.7 million of interest due on the Second Lien Notes to be paid in cash.  The principal balance of the Second Lien Notes, after this partial redemption, is projected to total $20.4 million as of March 1, 2016.

v3.3.1.900
Significant Accounting Policies (Policies)
12 Months Ended
Dec. 31, 2015
Basis of Presentation

Basis of Presentation

WMIH resumed timely filing of all periodic reports for a reporting company under the Exchange Act for all periods after emergence from bankruptcy on March 19, 2012 (the “Effective Date”).

All significant intercompany transactions and balances have been eliminated in preparing the consolidated financial statements.

Use of Estimates

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Management has made significant estimates in certain areas, including valuing certain financial instruments, other assets and liabilities, the determination of the contingent risk liabilities, and in determining appropriate insurance reserves. Actual results could differ substantially from those estimates.

Fair Value of Certain Financial Instruments

Fair Value of Certain Financial Instruments

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Generally, for assets that are reported at fair value, the Company uses quoted market prices or valuation models to estimate their fair value. These models incorporate inputs such as forward yield curves, market volatilities and pricing spreads, utilizing market-based inputs where readily available. The degree of management judgment involved in estimating the fair value of a financial instrument or other asset is dependent upon the availability of quoted market prices or observable market inputs. For financial instruments that are actively traded in the marketplace or whose values are based on readily available market value data, little judgment is necessary when estimating the instrument’s fair value. When observable market prices and data are not readily available, significant management judgment often is necessary to estimate fair value. In those cases, different assumptions could result in significant changes in valuation.

The Company classifies fixed-maturity investments as trading securities, which are recorded at fair value. As such, changes in unrealized gains and losses on investments held at the balance sheet date are recognized and reported as a component of net investment income on the consolidated statements 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, WMIH 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 approximate their respective fair values due to their short term nature.

The carrying value of notes payable approximates fair value based on time to maturity, underlying collateral, and prevailing interest rates.

Fair Value Option

Fair Value Option

The Company has recorded a liability related to a loss contract fair market value reserve (the “Reserve”) and applies Financial Accounting Standards Board (“FASB”) Fair Value Option accounting guidance to this liability. The Reserve was initially established in compliance with Accounting Standards Codification (“ASC”) 805-10-55-21(b)(1) which defines a loss contract as a “contract in which the unavoidable costs of meeting the obligations under the contract exceed the economic benefits expected to be received under it.” The Company recorded this Reserve to properly value the net economic value of the WMMRC subsidiary. At each reporting date, the Company reassesses the loss contract reserve which may result in a change to this line item in the consolidated balance sheets and a corresponding contra-expense which is reflected in the consolidated statements of operations. Accordingly, any changes in the Reserve at the balance sheet date are recognized and reported within the loss contract reserve fair market value change in the consolidated statements of operations. The Company believes Fair Value Option accounting provides better matching of earnings to potential cash flow generated from the WMMRC operating business.

Fair Value Measurement

Fair Value Measurement

The Company’s estimates of fair value for financial assets and financial liabilities are based on the framework established in the FASB Fair Value Measurements and Disclosures accounting guidance. The framework is based on the inputs used in valuation and requires that observable inputs be used in the valuations when available. The disclosure of fair value estimates in the fair value accounting guidance hierarchy is based on whether the significant inputs into the valuation are observable. In determining the level of the hierarchy in which the estimate is disclosed, the highest priority is given to unadjusted quoted prices in active markets and the lowest priority to unobservable inputs that reflect the Company’s significant market assumptions.

The three levels of the hierarchy are as follows:

Level 1—Inputs to the valuation methodology are quoted prices for identical assets or liabilities traded in active markets.

Level 2—Inputs to the valuation methodology include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability and market corroborated inputs.

Level 3—Valuations based on models where significant inputs are not observable. The unobservable inputs reflect the Company’s own assumptions about the inputs that market participants would use.

Fair values are based on quoted market prices when available (Level 1). The Company receives the quoted market prices from a third party, nationally recognized pricing service. When market prices are not available, the Company utilizes a pricing service to determine an estimate of fair value. The fair value is generally estimated using current market inputs for similar financial instruments with comparable terms and credit quality, commonly referred to as matrix pricing (Level 2). These valuation techniques involve some level of management estimation and judgment. The Company recognizes transfers between levels in the fair value hierarchy at the end of the reporting period.

Cash Equivalents and Investments Held in Trust

Cash Equivalents and Investments Held in Trust

Cash equivalents, which include highly liquid overnight money market instruments, and fixed-maturity securities are held in trust for the benefit of the primary insurers as more fully described in Note 3: Insurance Activity, and are subject to the restrictions on distribution of net assets of subsidiaries as described below.

Third Party Restrictions on Distribution of Net Assets of Wholly-Owned Subsidiaries

Third Party Restrictions on Distribution of Net Assets of Wholly-Owned Subsidiaries

The net assets of WMMRC are subject to restrictions from distribution from multiple sources including the primary insurers who have approval control of distribution from the trust, the Insurance Commissioner of the State of Hawaii who has approval control prior to distributions or intercompany advances, and additional restrictions as described in Note 7: Notes Payable.

Premium Recognition

Premium Recognition

Premiums assumed are earned on a daily pro-rata basis over the underlying policy terms. Premiums assumed relating to the unexpired portion of policies in force at the balance sheet date are recorded as unearned premiums. Unearned premiums also include a reserve for post default premium reserves. Post default premium reserves occur when a loan is in a default position and the servicer continues to advance the premiums. If the loan ultimately goes to claim, the premiums advanced during the period of default are subject to recapture. The Company records a default premium reserve based on information provided by the underlying mortgage insurers when they provide information on the default premium reserve separately from other reserves. The change in the default premium reserve is reflected as a reduction or increase, as the case may be, in premiums assumed. The Company has recorded unearned premiums totaling $0.8 million and $1.1 million as of December 31, 2015 and December 31, 2014, respectively.

The Company recognizes premium deficiencies when there is a probable loss on an insurance contract. Premium deficiencies are recognized if the sum of the present value of expected losses and loss adjustment expenses, unamortized deferred acquisition costs, and maintenance costs exceed unearned premiums and anticipated investment income. Premium deficiency reserves have been recorded totaling $0.8 million and $2.3 million as of December 31, 2015 and December 31, 2014, respectively.

The Company’s premium deficiency analysis was performed on a single book basis and includes all book years and reinsurance treaties aggregated together using assumptions based on the actuarial best estimates at the balance sheet date. The calculation for premium deficiency requires significant judgment and includes estimates of future expected premiums, claims, loss adjustment expenses and investment income as of the balance sheet date. To the extent ultimate losses are higher or premiums are lower than estimated, additional premium deficiency reserves may be required in the future.

Cash and Cash Equivalents

Cash and Cash Equivalents

Cash and cash equivalents include cash on hand, amounts due from banks, U.S. Treasury bills and overnight investments. Except as described above in Cash Equivalents and Investments Held in Trust, the Company considers all amounts that are invested in highly liquid overnight money market instruments to be cash equivalents. The Federal Deposit Insurance Corporation (“FDIC”) insures amounts on deposit with each financial institution up to limits as prescribed by law. The Company may hold funds with financial institutions in excess of the FDIC insured amount, however, the Company has not experienced any losses in such accounts and management believes it is not exposed to any significant credit risk on cash and cash equivalents.

Restricted Cash

Restricted Cash

Restricted cash includes (i) amounts held for the express purposes of paying principal, interest, issuer secondary amounts and related fees on the Runoff Notes (as defined in Note 7: Notes Payable) pursuant to the terms of the Indentures (as defined in Note 7: Notes Payable) and (ii) proceeds of the Series B Preferred Stock offering held in escrow.

Ceding Commission Expense

Ceding Commission Expense

The Company is required to pay a ceding commission to certain primary insurers pursuant to certain reinsurance agreements.

Losses and Loss Adjustment Reserves

Losses and Loss Adjustment 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 based its estimates primarily on the ceded loss and loss adjustment reserves as provided by the primary mortgage guaranty carriers.  

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, 2015 and December 31, 2014, respectively. Consequently, the Company has recorded reserves at the ceded case reserves and IBNR levels as established and reported by the primary mortgage guaranty carriers as of December 31, 2015 and December 31, 2014, respectively.  Management believes that the recorded aggregate liability for unpaid losses and loss adjustment expenses at period end represents the Company’s best estimate, based upon the available data, of the amount necessary to cover the current cost of losses. However, due to the inherent uncertainty arising from fluctuations in the persistency rate of mortgage insurance claims, the Company’s size and lack of prior operating history, external factors such as future changes in regional or national economic conditions, judicial decisions, federal and state legislation related to mortgage restructuring and foreclosure restrictions, claims denials and coverage rescissions by primary carriers and other factors beyond the Company’s control, it is not presently possible to determine whether actual loss experience will conform to the assumptions used in determining the estimated amounts for such liability at the balance sheet date. Accordingly, the ultimate liability could be significantly higher or lower, as the case may be, of the amount indicated in the financial statements and there can be no assurance that the reserve amounts recorded will be sufficient. As adjustments to these estimates become necessary, such adjustments are reflected in current operations.

Loss Contract Fair Market Value Reserves

Loss Contract Fair Market Value Reserves

A loss contract fair market value reserve relating to contractual obligations of WMMRC was established at March 19, 2012 as a result of applying fresh start accounting and in compliance with ASC 805-10-55-21(b)(1) which defines a loss contract as a “contract in which the unavoidable costs of meeting the obligations under the contract exceed the economic benefits expected to be received under it.” The fair market value of this reserve is analyzed quarterly and is adjusted accordingly. This adjustment (if any) to the reserve produces an expense or contra-expense in the consolidated statements of operations.

Fresh Start Accounting

Fresh Start Accounting

The Company adopted fresh start accounting in accordance with ASC 852 (Reorganizations) (“ASC 852”) upon emergence from bankruptcy on March 19, 2012. Under ASC 852, the application of fresh start accounting results in the allocation of reorganization value to the fair value of assets, and is required when (a) the reorganization value of assets immediately prior to confirmation of a plan of reorganization is less than the total of all post-petition liabilities and allowed claims and (b) the holders of voting shares immediately prior to the confirmation of the plan of reorganization receive less than 50% 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 Company’s Seventh Amended Joint Plan of Affiliated Debtors Pursuant to Chapter 11 of the United States Bankruptcy Code (as modified, the “Plan”) were satisfied or waived. As of the Effective Date, the Company believes that it satisfied both of the aforementioned conditions.

The Company’s reorganization value (“Equity Value”), upon emergence from bankruptcy, was determined to be $76.6 million, which represented management’s best estimate of fair value based on a calculation of the present value of the Company’s consolidated assets and liabilities as at March 19, 2012. As part of our fresh start reporting, we applied various valuation methodologies to calculate the reorganization value of the Company. These methods included (a) the comparable company analysis, (b) the precedent transactions analysis and (c) the discounted cash flow analysis. The application of these methodologies requires certain key estimates, judgments and assumptions, including financial projections, the amount of cash available to fund operations and current market conditions. Such projections, judgments and assumptions are inherently subject to significant uncertainties and there can be no assurance that such estimates, assumptions and projections reflected in the valuation will be realized and actual results may vary materially. The Company filed a Form 8-K pertaining to emergence from bankruptcy and subsequently filed a Form 8-K/A, which included WMIH’s audited balance sheet as of the Effective Date.

Comprehensive (Loss) Income

Comprehensive (Loss) Income

The Company has no comprehensive (loss) income other than the net (loss) income disclosed in the consolidated statements of operations.

Net (Loss) Income Per Common Share

Net (Loss) Income Per Common Share

Basic (loss) income per common share is computed by dividing net (loss) income applicable to the WMIH’s common stockholders by the weighted average number of common shares outstanding for the period after subtracting the weighted average of any unvested restricted shares outstanding, as these are subject to repurchase. Diluted (loss) income per common share is computed by dividing net (loss) income applicable to the WMIH’s common stockholders by the weighted average number of common shares outstanding during the period after subtracting the weighted average of any unvested restricted shares outstanding, as these are subject to repurchase and the effect of all dilutive WMIH 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

Equity-Based Compensation

On May 22, 2012, WMIH’s Board of Directors (the “Board” or “Board of Directors”) approved the Company’s 2012 Long-Term Incentive Plan (the “2012 Plan”) so that awards of restricted stock could be made to its non-employee directors and to have a plan in place for awards of equity based compensation to executives and others in connection with the Company’s operations and future strategic plans. A total of 2.0 million shares of WMIH’s common stock were initially reserved for future issuance under the 2012 Plan, which became effective upon the Board approval on May 22, 2012. On February 10, 2014, the Board approved and adopted a First Amendment to the 2012 Plan, pursuant to which the number of shares of WMIH’s common stock reserved and available for grants under the 2012 Plan was increased from 2.0 million shares to 3.0 million shares, and the terms of the 2012 Plan were modified to permit such an increase through action of the Board, except when stockholder approval is necessary to comply with any applicable law, regulation or rule of any stock exchange on which WMIH’s shares are listed, quoted or traded. On February 25, 2015, the number of shares authorized and available for awards under the 2012 Plan was increased from 3.0 million to 12.0 million shares of WMIH’s common stock, subject to approval of stockholders of WMIH.  This approval was received at the Company’s Annual Meeting of Stockholders on April 28, 2015. The 2012 Plan provides for the granting of restricted shares and other cash and share based awards. The value of restricted stock is generally determined using the fair market value determined to be the trading price at the close of business on the respective date the awards were granted.

Income Taxes

Income Taxes

The Company follows the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for the future income tax consequences attributable to differences between the carrying amounts and tax bases of assets and liabilities and losses carried forward and tax credits. Deferred tax assets and liabilities are measured using enacted tax rates and laws applicable to the years in which the differences are expected to reverse. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is provided to the extent that it is more likely than not that deferred tax assets will not be realized.

The Company recognizes the financial statement effects of a tax position when it is more likely than not, based on the technical merits, that the position will be sustained upon examination. Penalties and interest, of which there are none, would be reflected in income tax expense. Tax years are open to the extent the Company has net operating loss carry-forwards available to be utilized currently.

Reclassification

Reclassification

Certain prior year balances have been reclassified to conform with the basis of presentation used as of December 31, 2015.

Dividend Policy

Dividend Policy

WMIH has paid no dividends on its common stock on or after the Effective Date and currently has no plans to pay a dividend on its common stock

WMIH has declared and paid $17.0 million of dividends on its Series B Preferred Stock and has accrued an additional $0.7 million of dividends based on the Series B Preferred Stock dividends that accrue at a rate of 3% during the year ended December 31, 2015.   The Series B Preferred Stock was issued on January 5, 2015, therefore no dividends were due or paid for any prior period.

New Accounting Pronouncements

New Accounting Pronouncements

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.

Fixed Maturities [Member]  
Fixed-Maturity Securities

Fixed-Maturity Securities

Fixed-maturity securities consist of U.S. Treasury securities, obligations of U.S. government sponsored agencies, and domestic and foreign corporate debt securities. Fixed-maturity securities held in trust are for the benefit of the primary insurers as more fully described in Note 3: Insurance Activity. Investments in fixed-maturity securities are reported at their estimated fair values and are classified as trading securities in accordance with applicable accounting guidance. Realized gains and losses on the sale of fixed-maturity securities are determined using the specific identification method and are reported as a component of net investment income within the consolidated statements of operations.

v3.3.1.900
Insurance Activity (Tables)
12 Months Ended
Dec. 31, 2015
Insurance [Abstract]  
Schedule of Premiums Assumed and Earned

Premiums assumed and earned are as follows for the periods ended December 31, 2015, 2014 and 2013, respectively:

 

 

Year ended

December 31, 2015

 

 

Year ended

December 31, 2014

 

 

Year ended

December 31, 2013

 

Premiums assumed

$

4,788

 

 

$

6,869

 

 

$

12,115

 

Change in unearned premiums

 

333

 

 

 

300

 

 

 

(1,169

)

Premiums earned

$

5,121

 

 

$

7,169

 

 

$

10,946

 

 

Components of Liability for Losses and Loss Adjustment Reserves

The components of the liability for losses and loss adjustment reserves are as follows as of December 31, 2015 and 2014, respectively:

 

 

 

 

 

 

 

 

 

 

December 31, 2015

 

 

December 31, 2014

 

Case-basis reserves

$

4,193

 

 

$

16,538

 

IBNR reserves

 

75

 

 

 

110

 

Premium deficiency reserves

 

795

 

 

 

2,299

 

Total losses and loss adjustment reserves

$

5,063

 

 

$

18,947

 

 

Summary of Losses and Loss Adjustment Reserve Activity

 

Losses and loss adjustment reserve activity are as follows for the years ended December 31, 2015 and 2014 respectively:

 

 

 

 

 

 

 

 

 

 

December 31, 2015

 

 

December 31, 2014

 

Balance at beginning of period

$

18,947

 

 

$

44,314

 

(Released) incurred - prior periods

 

(1,115

)

 

 

3,281

 

Paid or terminated - prior periods

 

(12,769

)

 

 

(28,648

)

Total losses and loss adjustment reserves

$

5,063

 

 

$

18,947

 

 

v3.3.1.900
Investment Securities (Tables)
12 Months Ended
Dec. 31, 2015
Investments Debt And Equity Securities [Abstract]  
Schedule of Amortized Cost, Gross Unrealized Gains, Gross Unrealized Losses and Estimated Fair Values of Fixed-Maturity Securities

The amortized cost, gross unrealized gains, gross unrealized losses and estimated fair values of total fixed-maturity securities and total fixed-maturity securities held in trust at December 31, 2015, are as follows:

 

 

December 31, 2015

 

Class of securities:

Amortized Cost

 

 

Gross Unrealized Gains

 

 

Gross Unrealized Losses

 

 

Estimated Fair Value

 

U.S. government treasury securities

$

249

 

 

$

 

 

$

(1

)

 

$

248

 

Obligations of U.S. government sponsored enterprises

 

69,392

 

 

 

13

 

 

 

(23

)

 

 

69,382

 

Corporate debt securities

 

21,048

 

 

 

62

 

 

 

(49

)

 

 

21,061

 

Foreign corporate debt securities

 

8,399

 

 

 

3

 

 

 

(38

)

 

 

8,364

 

Total fixed-maturity securities

 

99,088

 

 

 

78

 

 

 

(111

)

 

 

99,055

 

Less total unrestricted fixed-maturity securities

 

66,481

 

 

 

14

 

 

 

(11

)

 

 

66,484

 

Total fixed-maturity securities held in trust

$

32,607

 

 

$

64

 

 

$

(100

)

 

$

32,571

 

 

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

 

Class of securities:

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

 

Foreign corporate debt securities

 

12,693

 

 

 

47

 

 

 

(58

)

 

 

12,682

 

Total fixed-maturity securities

 

60,202

 

 

 

590

 

 

 

(151

)

 

 

60,641

 

Less total unrestricted fixed-maturity securities

 

7,895

 

 

 

179

 

 

 

(11

)

 

 

8,063

 

Total fixed-maturity securities held in trust

$

52,307

 

 

$

411

 

 

$

(140

)

 

$

52,578

 

 

Schedule of Amortized Cost and Estimated Fair Value of Fixed-Maturity Securities by Contractual Maturity

Amortized cost and estimated fair value of fixed-maturity securities at December 31, 2015 by contractual maturity are as follows:

 

 

Amortized

Cost

 

 

Estimated

Fair Value

 

Maturity in:

 

 

 

 

 

 

 

2016

$

74,767

 

 

$

74,789

 

2017-2019

 

24,321

 

 

 

24,266

 

Total fixed-maturity securities

$

99,088

 

 

$

99,055

 

 

Summary of Net Investment Income (Loss)

Net investment income (loss) for the periods ended December 31, 2015, 2014 and 2013, respectively, is summarized as follows:

 

 

Year ended

December 31, 2015

 

 

Year ended

December 31, 2014

 

 

Year ended

December 31, 2013

 

Investment income (loss):

 

 

 

 

 

 

 

 

 

 

 

Amortization of premium or discount on fixed-maturity securities

$

(574

)

 

$

(1,663

)

 

$

(2,309

)

Investment income on fixed-maturity securities

 

1,324

 

 

 

3,369

 

 

 

6,588

 

Interest income on cash and cash equivalents

 

268

 

 

 

11

 

 

 

10

 

Realized net gain (loss) from sale of investments

 

324

 

 

 

436

 

 

 

(1,575

)

Unrealized (losses) on trading securities held at period end

 

(463

)

 

 

(774

)

 

 

(3,492

)

Net investment income (loss)

$

879

 

 

$

1,379

 

 

$

(778

)

 

Schedule of Investments in Accordance with Fair Value Measurement

 

The following tables show how the Company’s investments are categorized in accordance with fair value measurement, as of December 31, 2015 and 2014, respectively:

 

 

December 31, 2015

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

Class of securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. government treasury securities

$

248

 

 

$

 

 

$

 

 

$

248

 

Obligations of U.S. government sponsored enterprises

 

63,909

 

 

 

5,473

 

 

 

 

 

 

69,382

 

Corporate debt securities

 

8,873

 

 

 

12,188

 

 

 

 

 

 

21,061

 

Foreign corporate debt securities

 

2,007

 

 

 

6,357

 

 

 

 

 

 

8,364

 

Total fixed-maturity securities

 

75,037

 

 

 

24,018

 

 

 

 

 

 

99,055

 

Money market funds

 

7,301

 

 

 

 

 

 

 

 

 

7,301

 

Total

$

82,338

 

 

$

24,018

 

 

$

 

 

$

106,356

 

 

 

 

December 31, 2014

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

Class of securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Obligations of U.S. government sponsored enterprises

$

3,009

 

 

$

3,466

 

 

$

 

 

$

6,475

 

Corporate debt securities

 

14,939

 

 

 

26,545

 

 

 

 

 

 

41,484

 

Foreign corporate debt securities

 

2,822

 

 

 

9,860

 

 

 

 

 

 

12,682

 

Total fixed-maturity securities

 

20,770

 

 

 

39,871

 

 

 

 

 

 

60,641

 

Money market funds

 

88,851

 

 

 

 

 

 

 

 

 

88,851

 

Total

$

109,621

 

 

$

39,871

 

 

$

 

 

$

149,492

 

 

Summary of Transfers between Level 1 and Level 2

 

 

  

2015

 

  

2014

 

 

  

Transfers from
Level 1 to
Level 2

 

  

Transfers from
Level 2 to
Level 1

 

  

Transfers from
Level 1 to
Level 2

 

  

Transfers from
Level 2 to
Level 1

 

Class of securities:

  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

Corporate securities

  

$

 —

 

  

$

7,860

  

  

$

 —

 

  

$

13,941

  

Foreign corporate debt securities

  

 

 

  

 

2,007

  

  

 

 

  

 

1,810

  

Total Transfers

  

$

 

  

$

9,867

  

  

$

 

  

$

15,751

  

 

v3.3.1.900
Income Taxes (Tables)
12 Months Ended
Dec. 31, 2015
Income Tax Disclosure [Abstract]  
Schedule of Income Tax Expense (Benefit)

The Company has not recorded an income tax expense or benefit for the years ended December 31, 2015, 2014 or 2013.

 

 

  

2015

 

  

2014

 

  

2013

 

Current federal income tax expense

 

$

 

 

$

 

 

$

 

Provision for doubtful federal income tax receivable

  

 

 

 

 

 

 

 

 

Deferred federal income tax (benefit) expense

  

 

 

 

 

 

 

 

 

Federal income tax benefit

  

$

 

 

$

 

 

$

 

 

Schedule of Effective Income Tax Rate Reconciliation

The items accounting for the difference between income taxes computed at the U.S. federal statutory rate and our effective rate were as follows:

 

Year Ended

 

 

Year Ended

 

 

Year Ended

 

 

December 31, 2015

 

 

December 31, 2014

 

 

December 31, 2013

 

Income tax at the federal statutory rate of 35%

 

35

%

 

 

35

%

 

 

35

%

Effect of:

 

 

 

 

 

 

 

 

 

 

 

Dividends on Preferred Securities

(8)

 

 

 

 

 

Worthless stock deduction

 

 

 

 

13

 

As filed adjustments

 

 

 

 

(14,505)

 

Adjustments to NOL due to 382 limitation

 

 

(9)

 

 

 

Change in valuation allowance

(27)

 

 

(26)

 

 

14,457

 

Effective rate

—%

 

 

—%

 

 

—%

 

 

Components of Net Deferred Tax Asset

The components of the net deferred tax asset as of December 31, 2015, 2014 and 2013, respectively, are as follows:

 

 

Year Ended

 

 

Year Ended

 

 

Year Ended

 

 

December 31, 2015

 

 

December 31, 2014

 

 

December 31, 2013

 

Deferred federal income tax asset:

 

 

 

 

 

 

 

 

 

 

 

Net operating loss carryforward

$

2,102,482

 

 

$

2,098,597

 

 

$

2,087,490

 

Accruals and reserves

 

3,481

 

 

 

4,531

 

 

 

16,387

 

Derivative liabilities

 

19,117

 

 

 

 

 

 

 

Losses and loss adjustments expense

 

 

 

 

 

 

 

143

 

Restricted stock grants

 

160

 

 

 

 

 

 

 

As filed adjustments

 

 

 

 

214

 

 

 

130

 

Net unrealized loss on investments

 

16

 

 

 

 

 

 

 

Capital loss carryforward

 

52,490

 

 

 

52,603

 

 

 

52,756

 

Total deferred federal income tax asset

 

2,177,746

 

 

 

2,155,945

 

 

 

2,156,906

 

Deferred federal income tax liabilities:

 

 

 

 

 

 

 

 

 

 

 

Net unrealized gain on investments

 

 

 

 

154

 

 

 

425

 

Losses and loss adjustments expense

 

411

 

 

 

102

 

 

 

 

Total deferred federal income tax liabilities

 

411

 

 

 

256

 

 

 

425

 

Less: Valuation allowance

 

2,177,335

 

 

 

2,155,689

 

 

 

2,156,481

 

Net deferred federal income tax asset

$

 

 

$

 

 

$

 

 

v3.3.1.900
Capital Stock (Tables)
12 Months Ended
Dec. 31, 2015
Equity [Abstract]  
Schedule of Unamortized Value of Restricted Stock

The unamortized value of $10.0 million at December 31, 2015, if all are ultimately vested will be amortized according to the following schedule.

 

Amortization Schedule

(in thousands)

 

December 31, 2015 unamortized dollar value

 

1st quarter 2016

 

$

164

 

2nd quarter 2016

 

 

131

 

3rd quarter 2016

 

 

131

 

4th quarter 2016

 

 

131

 

1st quarter 2017

 

 

95

 

2nd quarter 2017

 

 

39

 

3rd quarter 2017

 

 

39

 

4th quarter 2017

 

 

39

 

1st quarter 2018

 

 

33

 

Unamortized fair-value - subject to vesting schedule

 

 

802

 

Unamortized fair-value - event dependent

 

 

9,209

 

Total unamortized value

 

 

10,011

 

 

Summary of Company's Restricted Stock Award Activity

A summary of WMIH’s restricted share award activity for the years ended December 2015, December 31, 2014 and December 31, 2013 is presented below.

 

 

 

Number of restricted stock awards outstanding

 

 

Weighted-average grant date fair value

 

 

Aggregate fair value

(in thousands)

 

Outstanding—January 1, 2013

 

 

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—January 1, 2014

 

 

1,842,351

 

 

 

0.6787

 

 

 

1,250

 

Restricted stock awards granted during 2014

 

 

500,894

 

 

2.6602

 

 

 

1,332

 

Restricted stock awards released or forfeited during 2014

 

 

 

 

 

 

 

 

 

Outstanding—December 31, 2014

 

 

2,343,245

 

 

 

1.1023

 

 

 

2,582

 

Restricted stock awards granted during 2015

 

 

3,824,790

 

 

 

2.7486

 

 

 

10,513

 

Restricted stock awards released or forfeited during 2015

 

 

 

 

 

 

 

 

 

Outstanding—December 31, 2015

 

 

6,168,035

 

 

$

2.1230

 

 

$

13,095

 

 

Schedule of Vesting Shares Subject to Repurchase

The EXEC Grants vest upon future events, and are not time specific, and for this reason we have used 1st quarter 2018 as the vesting date in the following table as this date corresponds with the Series B Preferred Stock potential redemption date. The shares subject to repurchase at December 31, 2015 will vest according to the following schedule:

Vesting schedule of shares subject to repurchase

 

December 31, 2015 unvested shares

 

4th quarter 2015

 

 

 

1st quarter 2016

 

 

370,570

 

2nd quarter 2016

 

 

 

3rd quarter 2016

 

 

 

4th quarter 2016

 

 

 

1st quarter 2017

 

 

207,170

 

2nd quarter 2017

 

 

 

3rd quarter 2017

 

 

 

4th quarter 2017

 

 

 

1st quarter 2018

 

 

3,619,656

 

Total unvested shares

 

 

4,197,396

 

 

Summary of Company's Restricted Shares Issued and Subject to Repurchase

A summary of WMIH’s restricted shares issued and subject to repurchase as of the years ended December 31, 2015, December 31, 2014 and December 31, 2013 is presented below.

 

Vesting schedule of shares subject to repurchase

 

Unvested shares

 

Shares subject to repurchase—January 1, 2013

 

 

1,156,078

 

Shares issued subject to vesting during 2013

 

 

686,273

 

Unvested shares repurchased during 2013

 

 

 

Shares vested during 2013

 

 

(385,364

)

Shares subject to repurchase—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

)

Shares subject to repurchase—December 31, 2014

 

 

1,343,764

 

Shares issued subject to vesting during 2015

 

 

3,824,790

 

Unvested shares repurchased during 2015

 

 

 

Shares vested during 2015

 

 

(971,158

)

Shares subject to repurchase—December 31, 2015

 

 

4,197,396

 

 

v3.3.1.900
Net (Loss) Income Per Common Share (Tables)
12 Months Ended
Dec. 31, 2015
Earnings Per Share [Abstract]  
Calculation of Basic and Diluted Net (Loss) Income Per Share

The following table presents the calculation of basic and diluted net (loss) income per share for periods presented (in thousands, except per share data):  

 

Year ended December 31, 2015

 

 

Year ended December 31, 2014

 

 

Year ended December 31, 2013

 

Numerator for basic and diluted net (loss) income per share:

 

 

 

 

 

 

 

 

 

 

 

Net (loss) income

$

(61,833

)

 

$

3,070

 

 

$

338

 

Series B preferred stock dividends

 

(17,748

)

 

 

 

 

 

 

Preferred deemed dividend

 

 

 

 

(9,455

)

 

 

 

Net (loss) income attributable to common and participating stockholders

$

(79,581

)

 

$

(6,385

)

 

$

338

 

Denominator for basic and diluted net (loss) income per share:

 

 

 

 

 

 

 

 

 

 

 

Weighted-average shares outstanding

 

204,776,405

 

 

 

202,208,619

 

 

 

201,419,306

 

Weighted-average unvested restricted shares outstanding

 

(3,029,792

)

 

 

(1,338,691

)

 

 

(1,115,238

)

Denominator for basic and diluted net (loss) income per share:

 

201,746,613

 

 

 

200,869,928

 

 

 

200,304,068

 

Basic and diluted net (loss) income per share attributable to common and participating stockholders

$

(0.39

)

 

$

(0.03

)

 

$

0.00

 

 

Schedule of Potential Dilutive Common Shares

The following table summarizes shares subject to exercise or vesting conditions as more fully described in Note 9: Capital Stock.  These shares could potentially be dilutive in future periods if we realize net income attributable to common and participating stockholders and the contingent or unvested stock is converted to WMIH common stock.  The cash payment of $84.4 million, which would be received upon exercise of the warrants, has not been considered as an offset to the dilutive shares under warrants outstanding below.

 

Potential dilution to common

 

 

Minimum shares

 

 

Maximum

shares

 

Restricted shares subject to vesting

 

4,197,396

 

 

 

4,197,396

 

Series A Preferred Stock

 

10,065,629

 

 

 

10,065,629

 

Warrants outstanding

 

61,400,000

 

 

 

61,400,000

 

Series B Preferred Stock

 

266,666,667

 

 

 

342,857,143

 

Potential dilutive shares if converted to common

 

342,329,692

 

 

 

418,520,168

 

 

v3.3.1.900
Fair Value Measurement (Tables)
12 Months Ended
Dec. 31, 2015
Fair Value Disclosures [Abstract]  
Summary of Fair Value Measured on Recurring Basis

The financial instrument that is measured at fair value on a recurring basis is summarized as follows as of December 31, 2015:

 

Liabilities

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

December 31, 2015

 

Derivative liability - embedded conversion feature

 

$

 

 

$

 

 

$

120,848

 

 

$

120,848

 

 

Summary of Change in Level 3 Liability Measured at Fair Value on Recurring Basis

The following table shows the change in Level 3 liability measured at fair value on a recurring basis for the period ended     December 31, 2015:

 

 

 

Derivative liability embedded conversion feature

 

 

Balance, December 31, 2014

 

$

 

 

Issuance during 2015

 

 

66,227

 

 

Unrealized loss on change in fair value

 

 

54,621

 

 

Balance, December 31, 2015

 

$

120,848

 

 

 

v3.3.1.900
Quarterly Financial Information (Tables)
12 Months Ended
Dec. 31, 2015
Quarterly Financial Information Disclosure [Abstract]  
Summary of Unaudited Interim Results of Operations

Following is a summary of the unaudited interim results of operations for the year ended December 31, 2015, 2014 and 2013, respectively (in thousands, except per share amounts):

 

 

Total revenue

 

 

Net income (loss) attributable to common and participating stockholders

 

 

Earnings per share - basic

 

 

Earnings per share - diluted

 

Year Ended December 31, 2015

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

First Quarter

$

1,750

 

 

$

1,253

 

 

$

0.00

 

 

$

0.00

 

Second Quarter

 

1,470

 

 

 

(77,983

)

 

 

(0.39

)

 

 

(0.39

)

Third Quarter

 

1,488

 

 

 

(8,419

)

 

 

(0.04

)

 

 

(0.04

)

Fourth Quarter

 

1,292

 

 

 

5,568

 

 

 

0.01

 

 

 

0.01

 

For the Year Ended December 31, 2015

$

6,000

 

 

$

(79,581

)

 

$

(0.39

)

 

$

(0.39

)

Year Ended December 31, 2014

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

First Quarter

$

2,834

 

 

$

(12,835

)

 

$

(0.06

)

 

$

(0.06

)

Second Quarter

 

2,150

 

 

 

17,322

 

 

 

0.08

 

 

 

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

 

 

v3.3.1.900
The Company and its Subsidiaries - Additional Information (Detail)
12 Months Ended
Dec. 31, 2015
Insurers
$ / shares
shares
May. 11, 2015
$ / shares
shares
May. 10, 2015
$ / shares
shares
Dec. 31, 2014
$ / shares
shares
Jan. 30, 2014
shares
Dec. 31, 2013
shares
Related Party Transaction [Line Items]            
Common stock, shares authorized 3,500,000,000 3,500,000,000 500,000,000 3,500,000,000    
Preferred stock, shares authorized 10,000,000 10,000,000 5,000,000      
Common stock, par value | $ / shares $ 0.00001 $ 0.00001 $ 0.00001 $ 0.00001    
Convertible preferred stock, par value | $ / shares $ 0.00001 $ 0.00001 $ 0.00001      
Common stock, shares issued 206,168,035     202,343,245   201,842,351
Common stock, shares outstanding 206,168,035     202,343,245   201,842,351
Preferred stock, shares issued 600,000     0    
Preferred stock, shares outstanding 600,000     0    
WMMRC [Member]            
Related Party Transaction [Line Items]            
Number of primary mortgage insurers | Insurers 7          
Convertible Series A Preferred Stock [Member]            
Related Party Transaction [Line Items]            
Convertible preferred stock, par value | $ / shares $ 0.00001     $ 0.00001    
Convertible preferred stock, shares issued 1,000,000     1,000,000 1,000,000 0
Convertible preferred stock, shares outstanding 1,000,000     1,000,000   0
v3.3.1.900
Significant Accounting Policies - Additional Information (Detail) - USD ($)
shares in Millions
12 Months Ended
Dec. 31, 2015
Dec. 31, 2014
Feb. 25, 2015
Feb. 10, 2014
May. 22, 2012
Mar. 19, 2012
Significant Accounting Policies [Line Items]            
Plan Effective Date Mar. 19, 2012          
Unearned premiums $ 761,000 $ 1,094,000        
Premium deficiency reserves 800,000 2,300,000        
Maximum percent of the voting shares of the emerging entity immediately prior to the confirmation of reorganization           50.00%
Company's reorganization value           $ 76,600,000
Comprehensive income (loss) 0          
Amount of dividends paid on or after Effective Date 0          
Preferred stock dividends 17,748,000          
Preferred stock dividends paid 16,998,000          
Redeemable Convertible Series B Preferred Stock [Member]            
Significant Accounting Policies [Line Items]            
Preferred stock dividends 17,000,000          
Additional accrued preferred stock dividends 700,000          
Preferred stock dividends paid $ 17,000,000          
Preferred stock dividend rate 3.00%          
2012 Plan [Member]            
Significant Accounting Policies [Line Items]            
Common stock reserved for future issuance     12.0 3.0 2.0  
Fixed Maturities [Member]            
Significant Accounting Policies [Line Items]            
Proceeds from sale of fixed-maturity securities   $ 12,600,000        
v3.3.1.900
Insurance Activity - Additional Information (Detail) - USD ($)
$ in Thousands
12 Months Ended
Aug. 31, 2009
Dec. 31, 2015
Dec. 31, 2014
Dec. 31, 2013
Mar. 19, 2012
Effects of Reinsurance [Line Items]          
Quoted percentage to share base 50.00%        
Balances in the fair market reserve   $ 9,600 $ 12,500    
Loss contract fair market value reserve   9,623 12,549   $ 63,100
Decreased value of fair market reserve   $ 2,900 $ 33,800 $ 5,900  
WMMRC [Member]          
Effects of Reinsurance [Line Items]          
Second loss layer risk percentage of range minimum 5.00%        
Second loss layer risk percentage of range maximum 10.00%        
First loss layer risk percentage of range minimum 4.00%        
First loss layer risk percentage of range maximum 5.00%        
Minimum period of reinsurance agreements   5 years      
Maximum period of reinsurance agreements   10 years      
WMMRC [Member] | Minimum [Member] | Credit Concentration Risk | Liabilities, Total [Member]          
Effects of Reinsurance [Line Items]          
Net of ceding commission, percentage 25.00%        
WMMRC [Member] | Maximum [Member] | Credit Concentration Risk | Liabilities, Total [Member]          
Effects of Reinsurance [Line Items]          
Net of ceding commission, percentage 40.00%        
v3.3.1.900
Insurance Activity - Schedule of Premiums Assumed and Earned (Detail) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2015
Dec. 31, 2014
Dec. 31, 2013
Insurance [Abstract]      
Premiums assumed $ 4,788 $ 6,869 $ 12,115
Change in unearned premiums 333 300 (1,169)
Premiums earned $ 5,121 $ 7,169 $ 10,946
v3.3.1.900
Insurance Activity - Components of Liability for Losses and Loss Adjustment Reserves (Detail) - USD ($)
$ in Thousands
Dec. 31, 2015
Dec. 31, 2014
Dec. 31, 2013
Effects of Reinsurance [Line Items]      
Total losses and loss adjustment reserves $ 5,063 $ 18,947 $ 44,314
Case-basis reserves [Member]      
Effects of Reinsurance [Line Items]      
Total losses and loss adjustment reserves 4,193 16,538  
IBNR reserves [Member]      
Effects of Reinsurance [Line Items]      
Total losses and loss adjustment reserves 75 110  
Premium deficiency reserves [Member]      
Effects of Reinsurance [Line Items]      
Total losses and loss adjustment reserves $ 795 $ 2,299  
v3.3.1.900
Insurance Activity - Summary of Losses and Loss Adjustment Reserve Activity (Detail) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2015
Dec. 31, 2014
Liability For Unpaid Claims And Claims Adjustment Expense Net [Abstract]    
Balance at beginning of period $ 18,947 $ 44,314
(Released) incurred - prior periods (1,115) 3,281
Paid or terminated - prior periods (12,769) (28,648)
Total losses and loss adjustment reserves $ 5,063 $ 18,947
v3.3.1.900
Investment Securities - Schedule of Amortized Cost, Gross Unrealized Gains, Gross Unrealized Losses and Estimated Fair Values of Fixed-Maturity Securities (Detail) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2015
Dec. 31, 2014
Schedule of Trading Securities and Other Trading Assets [Line Items]    
Total fixed-maturity securities, Amortized Cost $ 99,088 $ 60,202
Total fixed-maturity securities, Gross Unrealized Gains 78 590
Total fixed-maturity securities, Gross Unrealized Losses (111) (151)
Total fixed-maturity securities, Estimated Fair Value 99,055 60,641
Unrestricted Fixed-Maturity Securities [Member]    
Schedule of Trading Securities and Other Trading Assets [Line Items]    
Total fixed-maturity securities, Amortized Cost 66,481 7,895
Total fixed-maturity securities, Gross Unrealized Gains 14 179
Total fixed-maturity securities, Gross Unrealized Losses (11) (11)
Total fixed-maturity securities, Estimated Fair Value 66,484 8,063
Fixed-Maturity Securities Held in Trust [Member]    
Schedule of Trading Securities and Other Trading Assets [Line Items]    
Total fixed-maturity securities, Amortized Cost 32,607 52,307
Total fixed-maturity securities, Gross Unrealized Gains 64 411
Total fixed-maturity securities, Gross Unrealized Losses (100) (140)
Total fixed-maturity securities, Estimated Fair Value 32,571 52,578
U.S. Government Treasury Securities [Member]    
Schedule of Trading Securities and Other Trading Assets [Line Items]    
Total fixed-maturity securities, Amortized Cost 249  
Total fixed-maturity securities, Gross Unrealized Losses (1)  
Total fixed-maturity securities, Estimated Fair Value 248  
Obligations of U.S. Government Sponsored Enterprises [Member]    
Schedule of Trading Securities and Other Trading Assets [Line Items]    
Total fixed-maturity securities, Amortized Cost 69,392 6,491
Total fixed-maturity securities, Gross Unrealized Gains 13 12
Total fixed-maturity securities, Gross Unrealized Losses (23) (28)
Total fixed-maturity securities, Estimated Fair Value 69,382 6,475
Corporate Debt Securities [Member]    
Schedule of Trading Securities and Other Trading Assets [Line Items]    
Total fixed-maturity securities, Amortized Cost 21,048 41,018
Total fixed-maturity securities, Gross Unrealized Gains 62 531
Total fixed-maturity securities, Gross Unrealized Losses (49) (65)
Total fixed-maturity securities, Estimated Fair Value 21,061 41,484
Foreign Corporate Debt Securities [Member]    
Schedule of Trading Securities and Other Trading Assets [Line Items]    
Total fixed-maturity securities, Amortized Cost 8,399 12,693
Total fixed-maturity securities, Gross Unrealized Gains 3 47
Total fixed-maturity securities, Gross Unrealized Losses (38) (58)
Total fixed-maturity securities, Estimated Fair Value $ 8,364 $ 12,682
v3.3.1.900
Investment Securities - Schedule of Amortized Cost and Estimated Fair Value of Fixed-Maturity Securities by Contractual Maturity (Detail) - USD ($)
$ in Thousands
Dec. 31, 2015
Dec. 31, 2014
Investments Debt And Equity Securities [Abstract]    
Amortized Cost, 2016 $ 74,767  
Amortized Cost, 2017-2019 24,321  
Total fixed-maturity securities, Amortized Cost 99,088 $ 60,202
Estimated Fair Value, 2016 74,789  
Estimated Fair Value, 2017-2019 24,266  
Total fixed-maturity securities, Estimated Fair Value $ 99,055 $ 60,641
v3.3.1.900
Investment Securities - Summary of Net Investment Income (Loss) (Detail) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2015
Dec. 31, 2014
Dec. 31, 2013
Investment income (loss):      
Amortization of premium or discount on fixed-maturity securities $ (574) $ (1,663) $ (2,309)
Realized net gain (loss) from sale of investments 324 436 (1,575)
Unrealized (losses) on trading securities held at period end (463) (774) (3,492)
Net investment income (loss) 879 1,379 (778)
Cash and Cash Equivalents [Member]      
Investment income (loss):      
Interest income on cash and cash equivalents 268 11 10
Fixed Maturities [Member]      
Investment income (loss):      
Amortization of premium or discount on fixed-maturity securities (574) (1,663) (2,309)
Investment income on fixed-maturity securities $ 1,324 $ 3,369 $ 6,588
v3.3.1.900
Investment Securities - Schedule of Investments in Accordance with Fair Value Measurement (Detail) - USD ($)
$ in Thousands
Dec. 31, 2015
Dec. 31, 2014
Class of securities:    
Total fixed-maturity securities, Estimated Fair Value $ 99,055 $ 60,641
Total investments fair value 106,356 149,492
Money Market Funds [Member]    
Class of securities:    
Money market funds 7,301 88,851
Level 1    
Class of securities:    
Total fixed-maturity securities, Estimated Fair Value 75,037 20,770
Total investments fair value 82,338 109,621
Level 1 | Money Market Funds [Member]    
Class of securities:    
Money market funds 7,301 88,851
Level 2    
Class of securities:    
Total fixed-maturity securities, Estimated Fair Value 24,018 39,871
Total investments fair value 24,018 39,871
U.S. Government Treasury Securities [Member]    
Class of securities:    
Total fixed-maturity securities, Estimated Fair Value 248  
U.S. Government Treasury Securities [Member] | Level 1    
Class of securities:    
Total fixed-maturity securities, Estimated Fair Value 248  
Obligations of U.S. Government Sponsored Enterprises [Member]    
Class of securities:    
Total fixed-maturity securities, Estimated Fair Value 69,382 6,475
Obligations of U.S. Government Sponsored Enterprises [Member] | Level 1    
Class of securities:    
Total fixed-maturity securities, Estimated Fair Value 63,909 3,009
Obligations of U.S. Government Sponsored Enterprises [Member] | Level 2    
Class of securities:    
Total fixed-maturity securities, Estimated Fair Value 5,473 3,466
Corporate Debt Securities [Member]    
Class of securities:    
Total fixed-maturity securities, Estimated Fair Value 21,061 41,484
Corporate Debt Securities [Member] | Level 1    
Class of securities:    
Total fixed-maturity securities, Estimated Fair Value 8,873 14,939
Corporate Debt Securities [Member] | Level 2    
Class of securities:    
Total fixed-maturity securities, Estimated Fair Value 12,188 26,545
Foreign Corporate Debt Securities [Member]    
Class of securities:    
Total fixed-maturity securities, Estimated Fair Value 8,364 12,682
Foreign Corporate Debt Securities [Member] | Level 1    
Class of securities:    
Total fixed-maturity securities, Estimated Fair Value 2,007 2,822
Foreign Corporate Debt Securities [Member] | Level 2    
Class of securities:    
Total fixed-maturity securities, Estimated Fair Value $ 6,357 $ 9,860
v3.3.1.900
Investment Securities - Additional Information (Detail) - USD ($)
$ in Thousands
Dec. 31, 2015
Dec. 31, 2014
Fair Value Disclosures [Abstract]    
Transfers from Level 2 to Level 1 $ 9,867 $ 15,751
v3.3.1.900
Investment Securities - Summary of Transfers between Level 1 and Level 2 (Detail) - USD ($)
$ in Thousands
Dec. 31, 2015
Dec. 31, 2014
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]    
Transfers from Level 2 to Level 1 $ 9,867 $ 15,751
Corporate Securities [Member]    
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]    
Transfers from Level 2 to Level 1 7,860 13,941
Foreign Corporate Debt Securities [Member]    
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]    
Transfers from Level 2 to Level 1 $ 2,007 $ 1,810
v3.3.1.900
Income Taxes - Additional Information (Detail) - USD ($)
12 Months Ended
Dec. 31, 2015
Dec. 31, 2014
Dec. 31, 2013
Mar. 19, 2012
Income Tax Disclosure [Abstract]        
Net (loss) income $ (61,833,000) $ 3,070,000 $ 338,000  
Income tax expense or benefit $ 0 $ 0 $ 0  
Income tax at the federal statutory rate of 35% 35.00% 35.00% 35.00%  
Income tax paid $ 0 $ 0 $ 0  
Valuation allowance equal to net deferred federal income tax asset 100.00% 100.00% 100.00%  
Abandoned stock       $ 8,370,000,000
Available and utilizable NOL   $ 6,000,000,000    
NOLs expiration date 2031      
Reserves for uncertain federal income tax positions $ 0      
Income tax interest income, expense or penalties $ 0 $ 0 $ 0  
Income tax examination, year under examination 2011      
v3.3.1.900
Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Detail)
12 Months Ended
Dec. 31, 2015
Dec. 31, 2014
Dec. 31, 2013
Income Tax Disclosure [Abstract]      
Income tax at the federal statutory rate of 35% 35.00% 35.00% 35.00%
Dividends on Preferred Securities (8.00%) 0.00% 0.00%
Worthless stock deduction 0.00% 0.00% 13.00%
As filed adjustments 0.00% 0.00% (14505.00%)
Adjustments to NOL due to 382 limitation 0.00% (9.00%) 0.00%
Change in valuation allowance (27.00%) (26.00%) 14457.00%
Effective rate 0.00% 0.00% 0.00%
v3.3.1.900
Income Taxes - Components of Net Deferred Tax Asset (Detail) - USD ($)
$ in Thousands
Dec. 31, 2015
Dec. 31, 2014
Dec. 31, 2013
Deferred federal income tax asset:      
Net operating loss carryforward $ 2,102,482 $ 2,098,597 $ 2,087,490
Accruals and reserves 3,481 4,531 16,387
Derivative liabilities 19,117    
Losses and loss adjustments expense     143
Restricted stock grants 160    
As filed adjustments   214 130
Net unrealized loss on investments 16    
Capital loss carryforward 52,490 52,603 52,756
Total deferred federal income tax asset 2,177,746 2,155,945 2,156,906
Deferred federal income tax liabilities:      
Net unrealized gain on investments   154 425
Losses and loss adjustments expense 411 102  
Total deferred federal income tax liabilities 411 256 425
Less: Valuation allowance $ 2,177,335 2,155,689 2,156,481
Net deferred federal income tax asset   $ 0 $ 0
v3.3.1.900
Service Agreements and Related Party Transactions - Additional Information (Detail)
$ / shares in Units, $ in Thousands
1 Months Ended 12 Months Ended
Feb. 02, 2015
USD ($)
Oct. 14, 2014
Directors
Jun. 30, 2015
USD ($)
Dec. 31, 2015
USD ($)
$ / shares
shares
Dec. 31, 2014
USD ($)
Dec. 31, 2013
USD ($)
Jan. 05, 2015
USD ($)
Related Party Transaction [Line Items]              
Payment of stock offering fee       $ 19,310 $ 3,348    
WMMRC [Member]              
Related Party Transaction [Line Items]              
Administrative services agreement fee       $ 110      
Pro Rata Share of the Common Stock Allotment | shares       10,000,000      
Percentage of Pro Rata Share of the Common Stock Election       5.00%      
Percentage of interest in litigation proceeds       50.00%      
Lawsuit against number of former directors | Directors   16          
Litigation settlement amount       $ 37,000      
Proceeds from litigation settlement amount $ 9,000            
Litigation settlement reserve for reimbursement of contingent fees and expenses             $ 3,000
WMMRC [Member] | Runoff Notes [Member]              
Related Party Transaction [Line Items]              
Principal amount of Runoff Notes | $ / shares       $ 1.00      
WMMRC [Member] | Investment Management Agreement And Administrative Services Agreement [Member]              
Related Party Transaction [Line Items]              
Expenses incurred under the agreements       $ 1,400 $ 1,500 $ 1,700  
WMMRC [Member] | Investment Management Agreement [Member]              
Related Party Transaction [Line Items]              
Description of fee       fee equal to the product of (x) the ending dollar amount of assets under management during the calendar month in question and (y) .002 divided by 12.      
WMI Holdings Corp [Member]              
Related Party Transaction [Line Items]              
Litigation settlement amount       $ 100      
Proceeds from litigation settlement amount     $ 8,300        
Litigation settlement reserve for reimbursement of contingent fees and expenses       500      
Net proceeds from litigation settlement       34,000      
Legal fees and expenses associated with the recovery of the litigation proceeds       600      
Other income       7,800      
KKR Capital Markets LLC [Member] | Redeemable Convertible Series B Preferred Stock [Member]              
Related Party Transaction [Line Items]              
Payment of stock offering fee       8,250      
Payment of additional deferred Fee       $ 8,250      
v3.3.1.900
Notes Payable - Additional Information (Detail) - USD ($)
12 Months Ended
Dec. 31, 2015
Dec. 31, 2014
Dec. 31, 2013
Debt Instrument [Line Items]      
Principal outstanding amounts of notes $ 21,743,000 $ 31,220,000  
Principal payments 10,395,000 78,890,000 $ 36,294,000
Cash interest paid on Notes 2,887,000 18,272,000 9,707,000
Maximum [Member]      
Debt Instrument [Line Items]      
Collateral Account used for future payments 1,000 2,400,000 100,000
PIK Notes [Member]      
Debt Instrument [Line Items]      
Issued aggregate principal amount 19,400,000 18,500,000 13,900,000
Runoff Notes [Member]      
Debt Instrument [Line Items]      
Principal outstanding amounts of notes 21,700,000 31,200,000 105,500,000
13% Senior First Lien Notes [Member]      
Debt Instrument [Line Items]      
Issued aggregate principal amount $ 110,000,000    
Notes maturity date Mar. 19, 2030    
Principal payments $ 10,400,000 78,900,000 36,300,000
13% Senior Second Lien Notes [Member]      
Debt Instrument [Line Items]      
Issued aggregate principal amount $ 20,000,000    
Notes maturity date Mar. 19, 2030    
Principal payments from restricted cash $ 9,000,000    
13% Senior First And Second Lien Notes [Member]      
Debt Instrument [Line Items]      
Cash interest paid on Notes $ 2,900,000 $ 5,200,000 $ 9,700,000
v3.3.1.900
Financing Arrangements - Additional Information (Detail) - USD ($)
Jan. 05, 2015
Dec. 19, 2014
Jan. 30, 2014
Affiliates of KKR [Member] | Redeemable Convertible Series B Preferred Stock [Member]      
Debt Instrument [Line Items]      
Preferred stock, shares issued   200,000  
Financing Agreement [Member]      
Debt Instrument [Line Items]      
Loans outstanding $ 0    
7.50% Subordinated Notes [Member]      
Debt Instrument [Line Items]      
Principal available     $ 150,000,000
Debt instrument, interest rate, stated percentage     7.50%
v3.3.1.900
Capital Stock - Additional Information (Detail) - USD ($)
1 Months Ended 3 Months Ended 12 Months Ended
May. 15, 2015
Apr. 28, 2015
Jan. 05, 2015
Jan. 30, 2015
Mar. 19, 2012
Dec. 31, 2015
Dec. 31, 2014
Dec. 31, 2013
May. 11, 2015
May. 10, 2015
Jan. 30, 2014
Dec. 31, 2012
Capital Stock Distribution [Line Items]                        
Common stock, shares authorized           3,500,000,000 3,500,000,000   3,500,000,000 500,000,000    
Preferred stock, shares authorized           10,000,000     10,000,000 5,000,000    
Common stock, par value           $ 0.00001 $ 0.00001   $ 0.00001 $ 0.00001    
Preferred stock, par value           $ 0.00001     $ 0.00001 $ 0.00001    
Conversion of shares                 1      
Warrants to purchase in aggregate, shares                     61,400,000  
Preferred deemed dividend             $ 9,455,000          
Warrants expiration period           5 years            
Maximum percent of the voting shares of the emerging entity immediately prior to the confirmation of reorganization       42.50%   50.00%            
Registration right period           180 days            
Preferred stock, shares issued           600,000 0          
Escrow deposit     $ 598,500,000                  
Derivative liability - embedded conversion feature           $ 120,848,000            
Changes in fair value           $ (54,621,000)            
Award vesting period           3 years            
Unamortized value of unvested restricted share grant           $ 10,011,000 $ 1,200,000 $ 700,000        
Equity-based compensation           $ 1,129,000 $ 807,000 $ 401,000        
Per share of unvested shares of common stock           $ 0.0001            
Vested number of shares             190,070          
Vested number of shares, outstanding             113,146          
Vested number of shares, issued   76,924                    
Expected increase in additional paid in capital due to early vesting of equity shares           $ 382,000            
Expected increase in share based compensation due to early vesting of equity shares           $ 382,000            
Common stock, shares issued           206,168,035 202,343,245 201,842,351        
Common stock, shares outstanding           206,168,035 202,343,245 201,842,351        
Preferred stock, shares outstanding           600,000 0          
Warrants to purchase common stock, Issued           61,400,000 61,400,000 0        
Warrants to purchase common stock, outstanding           61,400,000 61,400,000 0        
EXEC Grants [Member]                        
Capital Stock Distribution [Line Items]                        
Share price $ 2.76                      
Restricted stock fair value           $ 9,200,000            
Restricted stock price per share           $ 2.59            
Restricted stock award [Member]                        
Capital Stock Distribution [Line Items]                        
Amount of restricted stock grants           $ 700,000 $ 1,300,000 $ 700,000        
Share price $ 2.76 $ 2.60                    
Unvested shares           6,168,035 2,343,245 1,842,351       1,156,078
Number of Restricted Stock Awards Outstanding, Restricted stock awards granted 3,555,556 269,234       3,824,790 500,894 686,273        
Restricted stock award [Member] | Chief Executive Officer [Member]                        
Capital Stock Distribution [Line Items]                        
Number of Restricted Stock Awards Outstanding, Restricted stock awards granted 1,777,778                      
Restricted stock award [Member] | Chief Operating Officer [Member]                        
Capital Stock Distribution [Line Items]                        
Number of Restricted Stock Awards Outstanding, Restricted stock awards granted 1,777,778                      
Restricted stock award [Member] | EXEC Grants [Member]                        
Capital Stock Distribution [Line Items]                        
Amount of restricted stock grants $ 9,800,000                      
Restricted shares subject to repurchase [Member]                        
Capital Stock Distribution [Line Items]                        
Unvested shares           4,197,396 1,343,764 1,456,987       1,156,078
Number of Restricted Stock Awards Outstanding, Restricted stock awards granted           3,824,790 500,894 686,273        
Minimum [Member]                        
Capital Stock Distribution [Line Items]                        
Preferred stock liquidation preference per share             $ 10.00          
Convertible Series A Preferred Stock [Member]                        
Capital Stock Distribution [Line Items]                        
Preferred stock, par value           $ 0.00001 $ 0.00001          
Preferred stock, shares issued           1,000,000 1,000,000 0     1,000,000  
Purchase price of convertible preferred stock maximum limit                 $ 11,100,000  
Preferred stock liquidation preference           The Series A Preferred Stock has rights substantially similar to those associated with WMIH’s common stock, with the exception of a liquidation preference, conversion rights and customary anti-dilution protections. The Series A Preferred Stock has a liquidation preference equal to the greater of (i) $10.00 per one million shares of Series A Preferred Stock plus declared but unpaid dividends on such shares and (ii) the amount that the holder would be entitled to in a relevant transaction had the Series A Preferred Stock been converted to common stock of WMIH.            
Convertible preferred stock conversion price             $ 1.10          
Preferred stock, shares outstanding           1,000,000 1,000,000 0        
Convertible Preferred Stock [Member]                        
Capital Stock Distribution [Line Items]                        
Expiration of right to participating into future offering       Jan. 30, 2017                
Preferred stock participation right           Additionally, until January 30, 2017, the Series A Holders will have the right to purchase up to 50% of any future equity rights offerings or other equity issuance by WMIH on the same terms as the equity issued to other investors in such transactions, in an aggregate amount of such offerings and issuances by WMIH of up to $1.0 billion            
Convertible Preferred Stock [Member] | Maximum [Member]                        
Capital Stock Distribution [Line Items]                        
Maximum percent of the voting common shares of the emerging entity immediately prior to the confirmation of reorganization       50.00%                
Percentage of rights vest with preferred shareholders to future offering       50.00%                
Preferred stock participation value       $ 1,000,000,000                
Redeemable Convertible Series B Preferred Stock [Member]                        
Capital Stock Distribution [Line Items]                        
Preferred stock, par value     $ 0.00001                  
Issuance of common stock, Shares           600,000            
Preferred stock liquidation preference per share     $ 1,000                  
Preferred stock, shares issued     600,000     600,000 0 0        
Preferred stock dividend rate calculated on interest rate     3.00%                  
Number of trading periods           20 days            
Conversion floor price of common stock           $ 1.75            
Derivative liability - embedded conversion feature     $ 66,200,000     $ 120,800,000            
Changes in fair value           $ 54,600,000            
Share price $ 2.25                      
Preferred stock, shares outstanding           600,000 0 0        
Redeemable Convertible Series B Preferred Stock [Member] | Minimum [Member]                        
Capital Stock Distribution [Line Items]                        
Preferred stock liquidation preference per share     $ 1,000                  
Redeemable Convertible Series B Preferred Stock [Member] | Maximum [Member]                        
Capital Stock Distribution [Line Items]                        
Conversion ceiling price of common stock           $ 2.25            
Common Stock [Member]                        
Capital Stock Distribution [Line Items]                        
Issuance of common stock, Shares         200,000,000              
Warrant One [Member]                        
Capital Stock Distribution [Line Items]                        
Warrants to purchase common stock                     30,700,000  
Warrants to purchase common stock, exercise price                     $ 1.32  
Warrant Two [Member]                        
Capital Stock Distribution [Line Items]                        
Warrants to purchase common stock                     30,700,000  
Warrants to purchase common stock, exercise price                     $ 1.43  
v3.3.1.900
Capital Stock - Schedule of Unamortized Value of Restricted Stock (Detail) - USD ($)
$ in Thousands
Dec. 31, 2015
Dec. 31, 2014
Dec. 31, 2013
Amortization Expense [Line Items]      
Unamortized fair value subject to vesting schedule $ 802    
Unamortized fair-value - event dependent 9,209    
Total unamortized value 10,011 $ 1,200 $ 700
1st quarter 2016 [Member]      
Amortization Expense [Line Items]      
Unamortized fair value subject to vesting schedule 164    
2nd quarter 2016 [Member]      
Amortization Expense [Line Items]      
Unamortized fair value subject to vesting schedule 131    
3rd quarter 2016 [Member]      
Amortization Expense [Line Items]      
Unamortized fair value subject to vesting schedule 131    
4th quarter 2016 [Member]      
Amortization Expense [Line Items]      
Unamortized fair value subject to vesting schedule 131    
1st quarter 2017 [Member]      
Amortization Expense [Line Items]      
Unamortized fair value subject to vesting schedule 95    
2nd quarter 2017 [Member]      
Amortization Expense [Line Items]      
Unamortized fair value subject to vesting schedule 39    
3rd quarter 2017 [Member]      
Amortization Expense [Line Items]      
Unamortized fair value subject to vesting schedule 39    
4th quarter 2017 [Member]      
Amortization Expense [Line Items]      
Unamortized fair value subject to vesting schedule 39    
1st quarter 2018 [Member]      
Amortization Expense [Line Items]      
Unamortized fair value subject to vesting schedule $ 33    
v3.3.1.900
Capital Stock - Summary of Company's Restricted Share Award Activity (Detail) - Restricted stock award [Member] - USD ($)
$ / shares in Units, $ in Thousands
12 Months Ended
May. 15, 2015
Apr. 28, 2015
Dec. 31, 2015
Dec. 31, 2014
Dec. 31, 2013
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]          
Number of Restricted Stock Awards Outstanding, Beginning balance     2,343,245 1,842,351 1,156,078
Number of Restricted Stock Awards Outstanding, Restricted stock awards granted 3,555,556 269,234 3,824,790 500,894 686,273
Number of Restricted Stock Awards Outstanding, Ending balance     6,168,035 2,343,245 1,842,351
Weighted Average Grant Date Fair Value, Beginning balance     $ 1.1023 $ 0.6787 $ 0.4761
Weighted Average Grant Date Fair Value, Restricted stock awards granted     2.7486 2.6602 1.0200
Weighted Average Grant Date Fair Value, Ending balance     $ 2.1230 $ 1.1023 $ 0.6787
Aggregate Fair Value, Beginning balance     $ 2,582 $ 1,250 $ 550
Aggregate Fair Value, Restricted stock awards granted     10,513 1,332 700
Aggregate Fair Value, Ending balance     $ 13,095 $ 2,582 $ 1,250
v3.3.1.900
Capital Stock - Schedule of Vesting Shares Subject to Repurchase (Detail) - Restricted shares subject to repurchase [Member] - shares
Dec. 31, 2015
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Amortization Expense [Line Items]        
Unvested shares 4,197,396 1,343,764 1,456,987 1,156,078
1st quarter 2016 [Member]        
Amortization Expense [Line Items]        
Unvested shares 370,570      
1st quarter 2017 [Member]        
Amortization Expense [Line Items]        
Unvested shares 207,170      
1st quarter 2018 [Member]        
Amortization Expense [Line Items]        
Unvested shares 3,619,656      
v3.3.1.900
Capital Stock - Summary of Company's Restricted Shares Issued and Subject to Repurchase (Detail) - Restricted shares subject to repurchase [Member] - shares
12 Months Ended
Dec. 31, 2015
Dec. 31, 2014
Dec. 31, 2013
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]      
Number of Restricted Stock Awards Outstanding, Beginning balance 1,343,764 1,456,987 1,156,078
Shares issued subject to vesting during the period 3,824,790 500,894 686,273
Shares vested during the period (971,158) (614,117) (385,364)
Number of Restricted Stock Awards Outstanding, Ending balance 4,197,396 1,343,764 1,456,987
v3.3.1.900
Pending Litigation - Additional Information (Detail)
Dec. 31, 2015
Litigation
Loss Contingency [Abstract]  
Pending legal proceedings or investigations 0
v3.3.1.900
Restriction on Distribution of Net Assets from Subsidiary - Additional Information (Detail) - USD ($)
$ in Millions
Dec. 31, 2015
Dec. 31, 2014
Dec. 31, 2013
WMMRC [Member]      
Financial Receivables Impaired Or Restructured [Line Items]      
Total net assets $ 37.8 $ 54.9 $ 145.8
v3.3.1.900
Net (Loss) Income Per Common Share - Additional Information (Detail) - USD ($)
$ in Millions
12 Months Ended
Dec. 31, 2015
Dec. 31, 2014
Earnings Per Share [Abstract]    
Dilutive effects from equity instruments 0 0
Cash would be received upon exercise of warrants $ 84.4  
v3.3.1.900
Net (Loss) Income Per Common Share - Calculation of Basic and Diluted Net (Loss) Income Per Share (Details) - USD ($)
$ / shares in Units, $ in Thousands
3 Months Ended 12 Months Ended
Dec. 31, 2015
Sep. 30, 2015
Jun. 30, 2015
Mar. 31, 2015
Dec. 31, 2014
Sep. 30, 2014
Jun. 30, 2014
Mar. 31, 2014
Dec. 31, 2013
Sep. 30, 2013
Jun. 30, 2013
Mar. 31, 2013
Dec. 31, 2015
Dec. 31, 2014
Dec. 31, 2013
Numerator for basic and diluted net (loss) income per share:                              
Net (loss) income                         $ (61,833) $ 3,070 $ 338
Series B preferred stock dividends                         (17,748)    
Preferred deemed dividend                           (9,455)  
Net (loss) income attributable to common and participating stockholders $ 5,568 $ (8,419) $ (77,983) $ 1,253 $ (9,573) $ (1,299) $ 17,322 $ (12,835) $ 7,516 $ (878) $ (2,484) $ (3,816) $ (79,581) $ (6,385) $ 338
Denominator for basic and diluted net (loss) income per share:                              
Weighted-average shares outstanding                         204,776,405 202,208,619 201,419,306
Weighted-average unvested restricted shares outstanding                         (3,029,792) (1,338,691) (1,115,238)
Denominator for basic and diluted net (loss) income per share:                         201,746,613 200,869,928 200,304,068
Basic and diluted net (loss) income per share attributable to common and participating stockholders                         $ (0.39) $ (0.03) $ 0.00
v3.3.1.900
Net (Loss) Income Per Common Share - Schedule of Potential Dilutive Common Shares (Detail)
12 Months Ended
Dec. 31, 2015
shares
Minimum [Member]  
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]  
Potential dilutive shares if converted to common 342,329,692
Minimum [Member] | Series A Preferred Stock [Member]  
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]  
Potential dilutive shares if converted to common 10,065,629
Minimum [Member] | Series B Redeemable Convertible Preferred Stock [Member]  
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]  
Potential dilutive shares if converted to common 266,666,667
Minimum [Member] | Restricted Shares Subject to Vesting [Member]  
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]  
Potential dilutive shares if converted to common 4,197,396
Minimum [Member] | Warrants Outstanding [Member]  
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]  
Potential dilutive shares if converted to common 61,400,000
Maximum [Member]  
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]  
Potential dilutive shares if converted to common 418,520,168
Maximum [Member] | Series A Preferred Stock [Member]  
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]  
Potential dilutive shares if converted to common 10,065,629
Maximum [Member] | Series B Redeemable Convertible Preferred Stock [Member]  
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]  
Potential dilutive shares if converted to common 342,857,143
Maximum [Member] | Restricted Shares Subject to Vesting [Member]  
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]  
Potential dilutive shares if converted to common 4,197,396
Maximum [Member] | Warrants Outstanding [Member]  
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]  
Potential dilutive shares if converted to common 61,400,000
v3.3.1.900
Fair Value Measurement - Summary of Fair Value Measured on Recurring Basis (Detail)
$ in Thousands
Dec. 31, 2015
USD ($)
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]  
Derivative liability - embedded conversion feature $ 120,848
Level 3  
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]  
Derivative liability - embedded conversion feature $ 120,848
v3.3.1.900
Fair Value Measurement - Additional Information (Detail) - USD ($)
3 Months Ended 12 Months Ended
Jan. 05, 2015
Dec. 31, 2015
Sep. 30, 2015
Jun. 30, 2015
Mar. 31, 2015
Dec. 31, 2014
Sep. 30, 2014
Jun. 30, 2014
Mar. 31, 2014
Dec. 31, 2013
Sep. 30, 2013
Jun. 30, 2013
Mar. 31, 2013
Dec. 31, 2015
Dec. 31, 2014
Dec. 31, 2013
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]                                
Liabilities measured with fair value   $ 120,848,000                       $ 120,848,000    
Redeemable Convertible preferred stock, shares issued   600,000       0               600,000 0  
Net income (loss) attributable to common and participating stockholders   $ 5,568,000 $ (8,419,000) $ (77,983,000) $ 1,253,000 $ (9,573,000) $ (1,299,000) $ 17,322,000 $ (12,835,000) $ 7,516,000 $ (878,000) $ (2,484,000) $ (3,816,000) $ (79,581,000) $ (6,385,000) $ 338,000
Maximum [Member]                                
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]                                
Percentage of closing stock price                           10.00%    
Estimated net loss                           $ 53,000,000    
Maximum [Member] | Volatility Assumption [Member]                                
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]                                
Percentage of closing stock price                           10.00%    
Estimated net loss                           $ 9,900,000    
Maximum [Member] | Transaction Occurring Assumption [Member]                                
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]                                
Percentage of closing stock price                           10.00%    
Estimated net loss                           $ 13,400,000    
Minimum [Member]                                
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]                                
Preferred stock liquidation preference per share           $ 10.00                 $ 10.00  
Percentage of closing stock price                           10.00%    
Estimated net loss                           $ 51,800,000    
Minimum [Member] | Volatility Assumption [Member]                                
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]                                
Percentage of closing stock price                           10.00%    
Estimated net loss                           $ 7,600,000    
Minimum [Member] | Transaction Occurring Assumption [Member]                                
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]                                
Percentage of closing stock price                           10.00%    
Estimated net loss                           $ 13,400,000    
Redeemable Convertible Series B Preferred Stock [Member]                                
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]                                
Capital $ 600,000,000                              
Redeemable Convertible preferred stock, shares issued 600,000 600,000       0       0       600,000 0 0
Preferred stock liquidation preference per share $ 1,000                              
Preferred stock dividend rate calculated on interest rate 3.00%                              
Conversion floor price of common stock   $ 1.75                       $ 1.75    
Redeemable Convertible Series B Preferred Stock [Member] | Maximum [Member]                                
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]                                
Common stock value per share   $ 2.25                       $ 2.25    
Redeemable Convertible Series B Preferred Stock [Member] | Minimum [Member]                                
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]                                
Preferred stock liquidation preference per share $ 1,000                              
Level 3                                
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]                                
Liabilities measured with fair value           $ 0                 $ 0  
v3.3.1.900
Fair Value Measurement - Summary of Change in Level 3 Liability Measured at Fair Value on Recurring Basis (Detail)
$ in Thousands
12 Months Ended
Dec. 31, 2015
USD ($)
Fair Value Disclosures [Abstract]  
Issuance during 2015 $ 66,227
Unrealized loss on change in fair value 54,621
Balance, December 31, 2015 $ 120,848
v3.3.1.900
Quarterly Financial Information - Summary of Unaudited Interim Results of Operations (Detail) - USD ($)
$ / shares in Units, $ in Thousands
3 Months Ended 12 Months Ended
Dec. 31, 2015
Sep. 30, 2015
Jun. 30, 2015
Mar. 31, 2015
Dec. 31, 2014
Sep. 30, 2014
Jun. 30, 2014
Mar. 31, 2014
Dec. 31, 2013
Sep. 30, 2013
Jun. 30, 2013
Mar. 31, 2013
Dec. 31, 2015
Dec. 31, 2014
Dec. 31, 2013
Quarterly Financial Information Disclosure [Abstract]                              
Total revenue $ 1,292 $ 1,488 $ 1,470 $ 1,750 $ 1,843 $ 1,721 $ 2,150 $ 2,834 $ 3,318 $ 3,723 $ (974) $ 4,101 $ 6,000 $ 8,548 $ 10,168
Net income (loss) attributable to common and participating stockholders $ 5,568 $ (8,419) $ (77,983) $ 1,253 $ (9,573) $ (1,299) $ 17,322 $ (12,835) $ 7,516 $ (878) $ (2,484) $ (3,816) $ (79,581) $ (6,385) $ 338
Earnings per share - basic $ 0.01 $ (0.04) $ (0.39) $ 0.00 $ (0.05) $ (0.01) $ 0.08 $ (0.06) $ 0.04 $ (0.01) $ (0.01) $ (0.02) $ (0.39) $ (0.03) $ 0.00
Earnings per share - diluted $ 0.01 $ (0.04) $ (0.39) $ 0.00 $ (0.05) $ (0.01) $ 0.07 $ (0.06) $ 0.04 $ (0.01) $ (0.01) $ (0.02) $ (0.39) $ (0.03) $ 0.00
v3.3.1.900
Subsequent Events - Additional Information (Detail) - USD ($)
$ in Thousands
12 Months Ended
Mar. 01, 2016
Dec. 31, 2015
Dec. 31, 2014
Dec. 31, 2013
Subsequent Event [Line Items]        
Repayment of notes payable-principal   $ 10,395 $ 78,890 $ 36,294
Notes payable - principal   $ 21,743 $ 31,220  
Second Lien Notes [Member] | Scenario Forecast [Member]        
Subsequent Event [Line Items]        
Repayment of notes payable-principal $ 1,300      
Repayment of notes payable-interest 700      
Notes payable - principal $ 20,400