XML 58 R40.htm IDEA: XBRL DOCUMENT v3.19.1
Emergence from WIMC Reorganization Proceedings (Tables)
12 Months Ended
Dec. 31, 2018
Reorganizations [Abstract]  
Schedule of Reorganization Items and Fresh Start Accounting Adjustments
The Company's reorganization items and fresh start accounting adjustments consist of the following (in thousands):
 
 
Successor
 
 
Predecessor
 
 
For the Period From February 10, 2018 Through December 31, 2018
 
 
For the Period From January 1, 2018 Through February 9, 2018
 
For the Year Ended 
 December 31, 2017
Gain on cancellation of corporate debt
 
$

 
 
$
556,937

 
$

Less: issuance of new equity to Convertible and Senior Noteholders
 

 
 
153,764

 

Net gain on cancellation of corporate debt
 

 
 
403,173

 

Less:
 
 
 
 
 
 
 
Legal and professional fees (1)
 
2,123

 
 
12,461

 
3,098

Write-off deferred debt issuance costs and discounts
 

 
 

 
34,406

Other expenses
 
603

 
 
3,378

 
141

Total expenses
 
2,726

 
 
15,839

 
37,645

Total reorganization items
 
(2,726
)
 
 
387,334

 
(37,645
)
Fresh start accounting adjustments
 

 
 
77,229

 

Reorganization items and fresh start accounting adjustments
 
$
(2,726
)
 
 
$
464,563

 
$
(37,645
)
__________
(1)
Professional fees are directly related to the WIMC Reorganization.
Schedule of Liabilities Subject to Compromise
Liabilities subject to compromise consist of the following (in thousands):
 
 
Predecessor
 
 
December 31, 2017
Senior Notes
 
$
538,662

Convertible Notes
 
242,468

Accrued interest (1)
 
25,807

Total liabilities subject to compromise
 
$
806,937

__________
(1)
Represents accrued interest on the Senior Notes and Convertible Notes as of November 30, 2017, the date the Company filed the WIMC Bankruptcy Petition. As interest on the Senior Notes and Convertible Notes subsequent to November 30, 2017 was not expected to be an allowed claim, this amount excludes interest that would have been accrued subsequent to November 30, 2017. Interest expense reported on the consolidated statements of comprehensive income (loss) for the period from January 1, 2018 through February 9, 2018 and the year ended December 31, 2017 excludes $5.9 million and $4.4 million, respectively, of interest on the Senior Notes and Convertible Notes that otherwise would have been accrued for the periods.
Schedule of Fresh-Start Adjustments
The adjustments set forth in the following table at February 9, 2018 reflect the effect of the consummation of the transactions contemplated by the WIMC Prepackaged Plan (reflected in the column “Reorganization Adjustments”) as well as fair value adjustments as a result of the adoption of fresh start accounting (reflected in the column “Fresh Start Accounting Adjustments”) (in thousands).
 
 
Predecessor
 
Reorganization Adjustments
 
Fresh Start Accounting Adjustments
 
 
Successor
ASSETS
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
 
$
182,462

 
$
(39,039
)
(a)
$

 
 
$
143,423

Restricted cash and cash equivalents
 
105,041

 

 

 
 
105,041

Residential loans at amortized cost, net
 
787,860

 

 
(317,189
)
(c)
 
470,671

Residential loans at fair value
 
10,423,633

 

 
304,051

(c)
 
10,727,684

Receivables, net
 
151,892

 

 
(1,740
)
(d)
 
150,152

Servicer and protective advances, net
 
748,952

 

 
(24,367
)
(e)
 
724,585

Servicing rights, net
 
744,724

 

 
5,432

(f)
 
750,156

Goodwill
 
47,747

 

 
(38,787
)
(g)
 
8,960

Intangible assets, net
 
8,532

 

 
35,468

(h)
 
44,000

Premises and equipment, net
 
46,873

 

 
33,739

(i)
 
80,612

Deferred tax assets, net
 
1,273

 
44

(b)

 
 
1,317

Other assets
 
392,205

 

 
3,333

(j)
 
395,538

Total assets
 
$
13,641,194


$
(38,995
)

$
(60
)
 

$
13,602,139

 
 
 
 
 
 
 
 
 
 
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
 
 
 
 
 
 
 
 
 
Payables and accrued liabilities
 
$
993,805

 
$
(1,540
)
(a)
$
(7,444
)
(k)
 
$
984,821

Servicer payables
 
109,404

 

 

 
 
109,404

Servicing advance liabilities
 
387,813

 

 

 
 
387,813

Warehouse borrowings
 
1,007,310

 

 

 
 
1,007,310

Corporate debt
 
1,142,941

 
212,500

(a)(b)
(75,034
)
(l)
 
1,280,407

Mortgage-backed debt
 
727,909

 

 
6,246

(m)
 
734,155

HMBS related obligations at fair value
 
8,913,052

 

 

 
 
8,913,052

Deferred tax liabilities, net
 
866

 
(77
)
(b)

 
 
789

Total liabilities not subject to compromise
 
13,283,100


210,883


(76,232
)
 

13,417,751

Liabilities subject to compromise
 
806,937

 
(806,937
)
(b)

 
 

Total liabilities
 
14,090,037


(596,054
)

(76,232
)
 

13,417,751

 
 
 
 
 
 
 
 
 
 
Preferred stock
 

 
1

(b)

 
 
1

Common stock
 
374

 
(331
)
(b)

 
 
43

Additional paid-in capital
 
598,731

 
(414,387
)
(b)

 
 
184,344

Accumulated deficit
 
(1,049,005
)
 
971,776

(b)
77,229

(b)
 

Accumulated other comprehensive income
 
1,057

 

 
(1,057
)
(n)
 

Total stockholders' equity (deficit)
 
(448,843
)

557,059


76,172

 

184,388

Total liabilities and stockholders' equity (deficit)
 
$
13,641,194


$
(38,995
)

$
(60
)
 

$
13,602,139

__________
Reorganization Adjustments:
 
 
 
(a)
 
Represents WIMC Effective Date term loan payment, inclusive of payment of interest accrued.
 
 
 
(b)
 
On the WIMC Effective Date, all of the Company's obligations under the previously outstanding Convertible Notes and Senior Notes listed above were extinguished. Previously outstanding debt interests were exchanged for Second Lien Notes, common stock, Mandatorily Convertible Preferred Stock, Series A Warrants and/or Series B Warrants. Accordingly: (i) new Second Lien Notes and Warrants were recorded, (ii) liabilities subject to compromise was eliminated, (iii) Predecessor common stock, additional paid in capital, accumulated deficit, and accumulated other comprehensive income were set to zero, and (iv) Successor common stock, additional paid in capital, and preferred stock were recorded. The resulting total stockholders' equity balance of the Successor of $184.4 million represents the estimated fair value of total stockholders' equity at the WIMC Effective Date as determined with the assistance of an independent valuation specialist. The estimated fair values on a per share/unit basis on the WIMC Effective Date of the common stock, Mandatorily Convertible Preferred Stock, Series A Warrants and Series B Warrants were $10.25, $1,231.70, $1.68 and $0.94, respectively.
 
 
 
Fresh Start Accounting Adjustments:
 
 
 
(c)
 
A successor emerging entity applying fresh start accounting upon emergence from bankruptcy may select new accounting policies upon emergence from bankruptcy protection. Prior to the WIMC Effective Date, loans of Residual Trusts were carried at amortized cost. In connection with fresh start reporting, the Company made an election to record loans of the Residual Trusts at fair value on a recurring basis. Accordingly, adjustments to residential loans carried at amortized cost, net and residential loans at fair value represent: (i) reclassification of $317.2 million loans of the Residual Trusts from residential loans carried at amortized cost, net to residential loans at fair value and (ii) a $13.1 million reduction of residential loans at fair value to record such Residual Trusts to fair value.
 
 
 
(d)
 
Represents adjustment to decrease the carrying value of holdback receivables carried at amortized cost by $1.7 million to reflect the estimated fair value based on the net present value of expected cash flows. Other remaining receivables, net are short-term in nature and, as a result, carrying value approximates fair value.
 
 
 
(e)
 
Represents adjustment to reflect estimated fair value based on the net present value of expected cash flows.
 
 
 
(f)
 
Represents adjustment to increase the carrying value of servicing rights carried at amortized cost to reflect estimated fair value.
 
 
 
(g)
 
The goodwill of the Predecessor has been eliminated and the fair market value of the assets in excess of the reorganization value has been allocated to assets and liabilities as shown above.
 
 
 
(h)
 
Represents adjustment to record intangible assets. The fair value of intangible assets was estimated under the relief-from-royalty and lost profits methods. Resulting intangible assets at the WIMC Effective Date are comprised of institutional and customer relationships of $24.0 million and trade names of $20.0 million. Refer to Note 14 for additional information.
 
 
 
(i)
 
Represents adjustment to increase the carrying value of premises and equipment, net to estimated fair value, reflecting the implied value of internally developed technology. The fair value of internally developed technology was estimated using the relief-from-royalty approach.
 
 
 
(j)
 
Represents adjustment to (i) increase the carrying value of real estate owned, net carried at the lower of cost or net realizable value by $5.6 million to estimated fair value and to (ii) eliminate previously existing unamortized deferred debt issuance costs of $2.3 million associated with servicing advance liabilities with line-of-credit arrangements and the 2013 Revolver. The Company had previously elected and disclosed that deferred debt issuance costs associated with revolving facilities were recorded in other assets on the consolidated balance sheets.
 
 
 
(k)
 
Represents adjustment to remove liabilities not intended to cash settle, primarily related to liabilities in connection with lease obligations.
 
 
 
(l)
 
Represents adjustment to decrease the carrying value of the 2013 Term Loan from amortized cost, net to estimated fair value. The reduction includes the elimination of previous unamortized issuance discounts and unamortized debt issuance costs prior to recording the 2013 Term Loan at estimated fair value. Additionally, represents adjustment of $60.5 million to decrease the carrying value of the Second Lien Notes issued at par value in connection with the WIMC Prepackaged Plan to estimated fair value.
 
 
 
(m)
 
Represents adjustment to increase the carrying value of mortgage back debt associated with the Residual Trusts, carried at amortized cost, net of discounts and deferred debt issuance costs to estimated fair value.
 
 
 
(n)
 
Represents elimination of other comprehensive income on available for sale investments and other post-retirement benefits at the WIMC Effective Date.
Pursuant to fresh start accounting, the Company allocated the determined reorganization value to the Successor Company’s assets at emergence as follows (in thousands):
 
Successor
 
February 10, 2018
Enterprise value
$
1,464,795

Plus: fair value of liabilities
12,137,344

Reorganization value
13,602,139

Less:
 
Fair value of tangible assets
13,508,179

Fair value of developed technology
41,000

Fair value of identifiable intangible assets
44,000

Goodwill
$
8,960