Note 12: Net Income (Loss) Per Common Share

In calculating earnings per share, the Company follows the two-class method, which distinguishes between the classes of securities based on the proportionate participation rights of each security type in the Company's undistributed income. The Series A Preferred Stock and the Series B Preferred Stock are treated as one class for purposes of applying the two-class method, because they have substantially equal rights and share equally on an as converted basis with respect to income available to WMIH common stockholders.

Basic net income per WMIH share attributable to common stockholders is computed by dividing net income attributable to WMIH’s common stockholders by the weighted-average number of common shares outstanding for the period after subtracting the weighted-average of any unvested restricted shares outstanding, as these shares are subject to repurchase. Basic net income attributable to common stockholders is computed by deducting preferred dividends and the basic calculation of undistributed earnings attributable to participating securities from net income.

Diluted net income per WMIH share would be computed by dividing net income attributable to WMIH’s common stockholders for the period by the weighted-average number of common shares outstanding after subtracting the weighted-average of any incremental unvested restricted shares outstanding and adding any potentially dilutive common equivalent shares outstanding during the period, if dilutive. Potentially dilutive common equivalent shares are comprised of the incremental common shares issuable upon the exercise of warrants for WMIH’s common stock and the potential conversion of preferred shares to common shares and the dilutive effect of unvested restricted stock. Diluted net income attributable to common stockholders is computed by deducting preferred dividends and the diluted calculation of undistributed earnings attributable to participating securities from net income.

The dilutive effect of outstanding warrants and restricted stock subject to repurchase is reflected in diluted earnings per share by application of the treasury stock method. There would be no dilutive effects from any equity instruments for periods presented reflecting a net loss, therefore diluted net loss per share would be the same as basic net loss per share for periods that reflect a net loss attributable to common stockholders. Certain unvested restricted shares and convertible preferred stock are excluded from the calculation of diluted earnings per share until the non-market based contingency occurs.

The following table presents the calculation of basic net (loss) income per share for periods presented:

(in thousands, except per share data):

	Three months ended March 31, 2018			Three months ended March 31, 2017
Numerator for basic net (loss) income per share:
Net (loss) income	$	(5,583	)	$	17,789
Less: Series B preferred stock dividends		(200	)		(4,500	)
Less: undistributed earnings attributed to participating securities (basic calculation)		—			(8,445	)
Basic net (loss) income attributable to common stockholders	$	(5,783	)	$	4,844
Denominator for basic net (loss) income per share:
Weighted-average shares outstanding		206,714,132			206,380,800
Weighted-average unvested restricted shares outstanding		(4,021,988	)		(3,956,831	)
Denominator for basic net (loss) income per share		202,692,144			202,423,969
Basic net (loss) income per share attributable to common stockholders	$	(0.03	)	$	0.02

The following table presents the calculation of diluted net (loss) income per share for periods presented:

(in thousands, except per share data):

	Three months ended March 31, 2018			Three months ended March 31, 2017
Numerator for diluted net (loss) income per share:
Net (loss) income	$	(5,583	)	$	17,789
Less: Series B preferred stock dividends		(200	)		(4,500	)
Less: undistributed earnings attributed to participating securities (diluted calculation)		—			(8,428	)
Diluted net (loss) income attributable to common stockholders	$	(5,783	)	$	4,861
Denominator for diluted net (loss) income per share:
Weighted-average shares outstanding		206,714,132			206,380,800
Weighted-average unvested restricted shares outstanding		(4,021,988	)		(3,956,831	)
Effect of dilutive potential shares		—			11,199,990
Denominator for diluted net (loss) income per share		202,692,144			213,623,959
Diluted net (loss) income per share attributable to common stockholders	$	(0.03	)	$	0.02

The following table summarizes shares subject to exercise or vesting conditions as more fully described in Note 9: Capital Stock and Derivative Instruments. These shares could potentially be dilutive in future periods if we realize net income attributable to common and participating stockholders and the contingent or unvested stock is converted to WMIH common stock. The cash payment of $84.4 million, which would be received upon exercise of the warrants, has not been considered as an offset to the dilutive shares under warrants outstanding below. The Warrant Exchange, which is conditioned upon the closing of the Merger and which would reduce the number of warrants received from 61,400,000 shares to 21,197,619 shares, is not reflected below.

	Potential dilution to common
	Minimum shares		Maximum shares
Restricted shares subject to vesting		3,834,512		3,834,512
Series A Preferred Stock		10,065,629		10,065,629
Warrants outstanding		61,400,000		61,400,000
Maximum number of restricted shares to be issued if Nationstar Transaction is consummated		—		1,015,872
Series B Preferred Stock ($1.35 conversion)		444,444,444		444,444,444
Potential common shares issued to satisfy Series B Preferred Stock dividends (full term)		—		64,285,714
Potential common shares issued to satisfy Series B Preferred Stock acquisition conversion payment		—		11,428,572
Potential dilutive shares if converted to common		519,744,585		596,474,743