Common Stock and Loss Per Share

12 Months Ended

Dec. 31, 2016

Stockholders' Equity Note [Abstract]

Common Stock and Loss Per Share Disclosure

Common Stock and Loss Per Share

Share Repurchase Program

On May 6, 2015, the Board of Directors of the Company authorized the Company to repurchase up to $50.0 million of shares of the Company’s common stock, during the period beginning on May 11, 2015 and ending on May 31, 2016. The Company repurchased 2,382,733 shares of common stock pursuant to its share repurchase program, all of which were repurchased during the year ended December 31, 2015, at an aggregate cost of $28.1 million, or an average cost of $11.78 per share. Repurchased shares of common stock were canceled and returned to the status of authorized but unissued shares.

Rights Agreement

On November 11, 2016, the Company entered into an Amended and Restated Section 382 Rights Agreement with Computershare, which amends and restates the Rights Agreement between the Company and Computershare dated as of June 29, 2015, as previously amended. On June 29, 2015, the Company's Board of Directors had authorized and the Company declared a dividend of one preferred stock purchase right for each outstanding share of the Company's common stock. The dividend was payable on July 9, 2015 to stockholders of record as of the close of business on July 9, 2015 and entitled the registered holder thereof to purchase from the Company one one-thousandth of a fully paid non-assessable share of Junior Participating Preferred Stock, par value $0.01 per share, of the Company at a price of $74.16, subject to adjustment as provided in the Rights Agreement. Any shares of common stock issued by the Company after such date also receive such a right. The terms of the preferred stock purchase rights are set forth in the Rights Agreement.

Subsequent to the initial adoption of the Rights Agreement, it was amended to, among other things, permit certain stockholders to acquire up to 25% of the outstanding shares of the Company's common stock. The Company entered into the November 2016 amendment and restatement of the Rights Agreement to, among other things, lower the ownership thresholds permitted pursuant to the Rights Agreement such that if any person or group of persons, including persons who owned more than the threshold percentage of shares on the amendment date, but excluding certain exempted persons, acquires 4.99% or more of the Company's outstanding common stock or any other interest that would be treated as "stock" for the purposes of Section 382, there would be a triggering event potentially resulting in significant dilution in the voting power and economic ownership of such acquiring person or group. The Rights Agreement provides that the rights issued thereunder will expire on November 11, 2017 or upon the earlier occurrence of certain events, subject to the extension of the Rights Agreement by the Company's Board of Directors or the redemption or exchange of the rights by the Company, in each case as described in, and subject to the terms of, the Rights Agreement.

The November 2016 amendment to the Rights Agreement was intended to help protect our “built-in tax losses” and certain other tax benefits by acting as a deterrent to any person or group of persons acting in concert from becoming or obtaining the right to become the beneficial owner (including through constructive ownership of securities owned by others) of 4.99% or more of the shares of our common stock, or any other interest that would be treated as “stock” for the purposes of Section 382, then outstanding, without the approval of our Board of Directors, subject to certain exceptions.

Dividends on Common Stock

The decision to declare and pay dividends is made at the discretion of the Company’s Board of Directors and will depend on, among other things, results of operations, cash requirements, financial condition, contractual restrictions and other factors that the Company’s Board of Directors may deem relevant.

Many of the Company’s subsidiaries are subject to restrictions on their ability to pay dividends or otherwise transfer funds to other consolidated subsidiaries and, ultimately, to the Parent Company. These restrictions include, but are not limited to, minimum levels of net worth and other financial requirements imposed by GSEs, Ginnie Mae and other licensing requirements. The aggregate restricted net assets of these subsidiaries was $600.6 million at December 31, 2016; however, the restrictions on the net assets of these subsidiaries do not directly limit the ability to pay dividends from consolidated retained earnings.

In addition, the Company’s ability to pay dividends is limited by conditions set forth in the agreements governing the 2013 Secured Credit Facilities and the Senior Notes.

Loss Per Share

The following is a reconciliation of the numerators and denominators of the basic and diluted loss per share computations shown on the consolidated statements of comprehensive loss (in thousands, except per share data):

	For the Years Ended December 31,
	2016			2015			2014
Basic and diluted loss per share
Net loss available to common stockholders (numerator)	$	(529,158	)	$	(263,190	)	$	(110,328	)
Weighted-average common shares outstanding (denominator)	35,973			37,578			37,631
Basic and diluted loss per common and common equivalent share	$	(14.71	)	$	(7.00	)	$	(2.93	)

A portion of the Company’s unvested RSUs during the years ended December 31, 2015 and 2014 were considered participating securities. During periods of net income, the calculation of earnings per share for common stock is adjusted to exclude the income attributable to the participating securities from the numerator and exclude the dilutive impact of those shares from the denominator. During periods of net loss no effect is given to the participating securities because they do not share in the losses of the Company.

The following table summarizes antidilutive securities excluded from the computation of dilutive loss per share (in thousands):

	For the Years Ended December 31,
	2016	2015	2014
Outstanding share-based compensation awards
Stock options (1)	3,336	2,803	2,336
Performance shares (2)	30	—	—
Restricted stock units	565	564	165
Assumed conversion of Convertible Notes	4,932	4,932	4,932

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(1) Includes out-of-the-money stock options totaling 2.9 million, 2.7 million and 2.0 million at December 31, 2016, 2015 and 2014, respectively.

(2) Performance shares represent the number of shares expected to be issued based on the performance percentage as of the end of the reporting periods above.

The Convertible Notes are antidilutive when calculating earnings (loss) per share when the Company's average stock price is less than $58.80. Upon conversion of the Convertible Notes, the Company may pay or deliver, at its option, cash, shares of the Company’s common stock, or a combination of cash and shares of common stock.