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 fair value accounting guidance 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 June 30, 2017:

	(in thousands)
Assets	Level 1		Level 2		Level 3		June 30, 2017
Derivative embedded conversion feature	$	—	$	—	$	73,298	$	73,298

The financial instrument that is measured at fair value on a recurring basis is summarized as follows as of December 31, 2016:

	(in thousands)
Assets	Level 1		Level 2		Level 3		December 31, 2016
Derivative embedded conversion feature	$	—	$	—	$	80,651	$	80,651

The following table shows the change in Level 3 assets and liabilities measured at fair value on a recurring basis for the year ended December 31, 2016 and the six months ended June 30, 2017:

	Derivative asset (liability) embedded conversion feature (in thousands)
Balance, January 1, 2016	$	(120,848	)
Issuance during 2016		—
Unrealized gain on change in fair value		201,499
Balance, December 31, 2016		80,651
Issuance during 2017		—
Unrealized loss on change in fair value		(7,353	)
Balance, June 30, 2017	$	73,298

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 the purchase price, and a mandatory redemption right three years from issuance date at a price equal to the purchase price, plus accrued dividends at 3% per annum.

The proceeds from the issuance of the Series B Preferred Stock are to be used to pursue strategic acquisitions. If one or more acquisitions are made on or prior to January 5, 2018 (or such later time as may be permitted pursuant to the terms governing the Series B Preferred Stock), then some or all of such Series B Preferred Stock shall be mandatorily converted into common stock of WMIH at a conversion price that is the lesser of:

i)	$2.25 per share of WMIH 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 common stock.

The mandatory conversion feature of the Series B Preferred Stock is subject to fair value accounting and, in connection therewith, since the time of issuance, the Company has used a binomial lattice option model to determine fair value of the Series B Preferred Stock. The fair value of the Series B Preferred Stock embedded conversion feature is revalued each balance sheet date utilizing the binomial lattice option model. The fair value computations are reported in the condensed consolidated statement of operations as unrealized gain or (loss) on change in fair value of derivative embedded conversion feature, respectively.

Such binomial lattice option model utilizes several inputs to determine such fair value. Such inputs include WMIH’s common stock price as of each reporting date, as well as variable assumptions including, but not limited to, volatility of our stock price, the risk free interest rate, the probability that the Company consummates a Qualified Acquisition and the time of completing any such Qualified Acquisition.

As of June 30, 2017 the following variable assumptions were included in the binomial option model: expected stock price volatility over the term of the convertible preferred securities was estimated at 50%, as compared to 40% as of December 31, 2016; the risk-free interest rate was estimated at 1.1% as compared to 0.6% as of December 31, 2016; the probability of the Company consummating a Qualified Acquisition was estimated at 50% as compared with 90% as of December 31, 2016; and the anticipated timing of the Company consummating a Qualified Acquisition was estimated at 6 months from both June 30, 2017 and December 31, 2016.

The foregoing assumptions were adopted by the Company’s management in order to determine the market value of the embedded conversion feature applicable to the Series B Preferred Stock. Such assumptions necessarily involved and continue to involve the exercise of management’s judgement, as well as the judgement of the third party the Company uses in connection with the embedded derivative valuation process and for no other purpose. Such assumptions are monitored and adjusted from time to time. As assumptions and circumstances change, results may differ and past assumptions and valuations are not indicative of future assumptions or results.

Our reported net (loss) income attributable to common and participating stockholders (“Year to Date Net Loss” or “Year to Date Net Income”) was approximately $12.5 million for the six months ended June 30, 2017. The change to our net loss attributable to common and participating stockholders resulting from the calculation of the fair value of the embedded conversion feature is analyzed at the end of each reporting period to assess the impact of a 10% change to the various inputs and the result of each change to Year to Date Net Loss is highlighted in the following scenarios. If the closing stock price of our common stock had been 10% lower, our Year to Date Net Loss would have been approximately $11.2 million less ($1.3 million). If the closing stock price of our common stock had been 10% higher, our Year to Date Net Loss would have been approximately $11.4 million more ($23.9 million). If our volatility assumption on June 30, 2017 had been 10% lower, our Year to Date Net Loss would have been approximately $2.0 million less ($10.5 million). If our volatility assumption had been 10% higher, our Year to Date Net Loss would have been approximately $2.5 million more ($15.0 million). If our probability of a transaction occurring assumption on June 30, 2017 had been 10% lower, our Year to Date Net Loss would have been approximately $14.7 million more ($27.2 million). If our probability of a transaction occurring assumption had been 10% higher, our Year to Date Net Loss would have been approximately $14.7 million less resulting in Year to Date Net Income of $2.2 million.