NOVATION COMPANIES, INC. - FORM 10-Q

Attached files

file	filename
EX-32.2 - EXHIBIT 32.2 - NOVATION COMPANIES, INC.	novc2017q3ex-322.htm
EX-32.1 - EXHIBIT 32.1 - NOVATION COMPANIES, INC.	novc2017q3ex-321.htm
EX-31.2 - EXHIBIT 31.2 - NOVATION COMPANIES, INC.	novc2017q3ex-312.htm
EX-31.1 - EXHIBIT 31.1 - NOVATION COMPANIES, INC.	novc2017q3ex-311.htm
EX-10.1 - EXHIBIT 10.1 - NOVATION COMPANIES, INC.	novc2017q3ex-101.htm
EX-2.1 - EXHIBIT 2.1 - NOVATION COMPANIES, INC.	novc2017q3ex-21.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q



x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended September 30, 2017



o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Transition Period From to

Commission File Number 001-13533

NOVATION COMPANIES, INC.

(Exact Name of Registrant as Specified in its Charter)



Maryland (State or Other Jurisdiction of Incorporation or Organization)		74-2830661 (I.R.S. Employer Identification No.)

500 Grand Boulevard, Suite 201B, Kansas City, MO (Address of Principal Executive Office)		64106 (Zip Code)

Registrant's Telephone Number, Including Area Code: (816) 237-7000

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer o Accelerated filer o

Non-accelerated filer o Smaller reporting company x Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

The number of shares of the Registrant's Common Stock outstanding on February 23, 2018 was 95,590,178.

NOVATION COMPANIES, INC.

FORM 10-Q

For the Quarterly Period Ended September 30, 2017

TABLE OF CONTENTS



PART I	Financial Information

Item 1.	Financial Statements (Unaudited)	1
	Condensed Consolidated Balance Sheets	1
	Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)	2
	Condensed Consolidated Statements of Shareholders’ Deficit	3
	Condensed Consolidated Statements of Cash Flows	4
	Notes to Condensed Consolidated Financial Statements	6

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	17

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	20

Item 4.	Controls and Procedures	20

PART II	Other Information	22

Item 1.	Legal Proceedings	22

Item 1A.	Risk Factors	23

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	23

Item 3.	Defaults Upon Senior Securities	23

Item 4.	Mine Safety Disclosures	23

Item 5.	Other Information	23

Item 6.	Exhibits	24

	Signatures	25

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

NOVATION COMPANIES, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share amounts)



	September 30, 2017 (unaudited)			December 31, 2016
Assets
Current assets
Cash and cash equivalents	$	2,811		$	4,805
Accounts and unbilled receivables	7,288			—
Marketable securities, current	8,321			9,943
Other	476			1,091
Total current assets	18,896			15,839
Non-current assets
Goodwill	12,029			—
Intangible, net	8,470			—
Marketable securities	—			26,545
Other	544			246
Total non-current assets	21,043			26,791
Total assets	$	39,939		$	42,630

Liabilities and Shareholders' Deficit
Current liabilities:
Accrued professional fees payable	$	3,580		$	691
Accrued compensation and benefits payable	4,727			75
Accrued interest payable	759			3,689
Other	1,064			1,063
Total current liabilities	10,130			5,518

Non-current liabilities:
Long-term debt	86,162			85,938
Other	387			373
Total non-current liabilities	86,549			86,311
Total liabilities	96,679			91,829

Commitments and contingencies

Shareholders' deficit:
Capital stock, $0.01 par value per share, 120,000,000 shares authorized:
Common stock, 92,844,907 shares issued and outstanding	956			928
Additional paid-in capital	744,863			744,873
Accumulated deficit	(810,479		)	(804,319		)
Accumulated other comprehensive income	7,920			9,319
Total shareholders' deficit	(56,740		)	(49,199		)
Total liabilities and shareholders' deficit	$	39,939		$	42,630

See notes to condensed consolidated financial statements.

Table of Contents

NOVATION COMPANIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

(unaudited; in thousands, except share and per share amounts)



	For the Nine Months Ended September 30,						For the Three Months Ended September 30,
	2017			2016			2017			2016
Service fee income	$	11,863		$	—		$	11,863		$	—
Costs and expenses:
Cost of services	10,335			—			10,335			—
General and administrative expenses	4,672			3,563			2,880			708
Operating loss	(3,144		)	(3,563		)	(1,352		)	(708		)

Interest income – mortgage securities	2,544			3,635			725			1,435
Other income	365			1,449			59			539
Reorganization items, net	(3,958		)	1,326			(902		)	1,326
Interest expense	(2,848		)	(1,914		)	(763		)	(181		)

Income (loss) from continuing operations before income taxes	(7,041		)	933			(2,233		)	2,411
Income tax expense (benefit), continuing operations	14			(19		)	—			(34		)
Net income (loss) from continuing operations	(7,055		)	952			(2,233		)	2,445
Income (loss) from discontinued operations, net of income taxes	895			(77		)	(125		)	—
Net income (loss)	(6,160		)	875			(2,358		)	2,445

Other comprehensive income (loss):
Gains realized upon the sale of securities	(137		)	(100		)	(58		)	—
Unrealized gain (loss) on marketable securities – available-for-sale	(1,262		)	4,308			(497		)	1,084
Total other comprehensive income (loss)	(1,399		)	4,208			(555		)	1,084
Total comprehensive income (loss)	$	(7,559	)	$	5,083		$	(2,913	)	$	3,529

Earnings (loss) per share:
Basic	$	(0.07	)	$	0.01		$	(0.02	)	$	0.03
Diluted	$	(0.07	)	$	0.01		$	(0.02	)	$	0.03
Weighted average shares outstanding:
Basic	92,788,107			91,345,504			92,806,846			92,180,484
Diluted	92,788,107			92,185,518			92,806,846			92,465,111

See notes to condensed consolidated financial statements.

Table of Contents

NOVATION COMPANIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ DEFICIT

(unaudited; in thousands)



	Total Novation Shareholders’ Deficit
	Common Stock		Additional Paid-in Capital			Accumulated Deficit			Accumulated Other Comprehensive Income			Total Shareholders’ Deficit
Balance, December 31, 2016	$	928	$	744,873		$	(804,319	)	$	9,319		$	(49,199	)
Issuance of non-vested shares	28		(28		)	—			—			—
Compensation recognized under stock compensation plans	—		18			—			—			18
Net loss	—		—			(6,160		)	—			(6,160		)
Other comprehensive loss	—		—			—			(1,399		)	(1,399		)
Balance, September 30, 2017	$	956	$	744,863		$	(810,479	)	$	7,920		$	(56,740	)

Balance, December 31, 2015	$	928	$	744,575		$	(809,532	)	$	1,436		$	(62,593	)
Compensation recognized under stock compensation plans	—		288			—			—			288
Net income	—		—			875			—			875
Other comprehensive income	—		—			—			4,208			4,208
Balance, September 30, 2016	$	928	$	744,863		$	(808,657	)	$	5,644		$	(57,222	)

See notes to condensed consolidated financial statements.

Table of Contents

NOVATION COMPANIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited; in thousands)



	For the Nine Months Ended September 30,
	2017			2016
Cash flows from operating activities:
Net income (loss)	$	(6,160	)	$	875
Net income (loss) from discontinued operations	895			(77		)
Net income (loss) from continuing operations	(7,055		)	952
Adjustments to reconcile net income (loss) to net used in operating activities:
Accretion of marketable securities	58			25
Amortization of intangible assets	198			—
Adjustments to and amortization of deferred debt issuance costs and senior debt premium	—			(2,447		)
Realized gain on sale of marketable securities	(137		)	(100		)
Compensation recognized under stock compensation plans	18			264
Changes in:
Accounts receivable	177			—
Accrued professional fees payable	2,889			40
Accrued compensation and benefits payable	(99		)	(216		)
Accrued interest payable	(2,930		)	1,978
Due from discontinued operations	—			(30		)
Other current assets and liabilities, net	255			510
Other noncurrent assets and liabilities, net	297			15
Net cash provided by (used in) operating activities of continuing operations	(6,329		)	991
Net cash provided by (used in) operating activities of discontinued operations	895			(1,919		)
Net cash used in operating activities	(5,434		)	(928		)

Cash flows from investing activities:
Proceeds from sales and maturities of marketable securities	26,847			17,697
Purchase of business, net of cash received	(23,337		)	—
Proceeds from paydowns of notes receivable	—			21
Proceeds from sale of subsidiary, net	—			7,643
Purchases of available-for-sale securities	—			(12,707		)
Proceeds from restricted cash	—			368
Net cash provided by investing activities of continuing operations	3,510			13,022
Net cash used in investing activities of discontinued operations	—			(159		)
Net cash provided by investing activities	3,510			12,863

Cash flows from financing activities:
Paydowns of long-term debt	(70		)	—
Cash payments for contributions of capital to discontinued operations	—			(205		)
Net cash used in financing activities of continuing operations	(70		)	(205		)
Net cash provided by financing activities of discontinued operations	—			205
Net cash used in financing activities	(70		)	—

Cash and cash equivalents:
Net increase (decrease)	(1,994		)	11,935
Beginning of period	4,805			3,178
End of period	$	2,811		$	15,113

Table of Contents



	For the Nine Months Ended September 30,
	2017			2016
Supplemental disclosure of cash flow information. Cash paid for:
Reorganization items	$	3,567		$	426
Income taxes, net	$	—		$	(12	)
Supplemental disclosure of financing and investing activities:
Assets acquired and liabilities assumed in connection with purchase of business:
Cash and cash equivalents	$	246		$	—
Accounts receivable	7,465			—
Other current assets	59			—
Property and equipment	581			—
Intangible assets	8,669			—
Goodwill	12,029			—
Accrued compensation and benefits	(4,751		)	—
Long-term debt, including current portion of $426	(684		)	—
Other current liabilities	(31		)	—
Purchase price	$	23,583		$	—

See notes to condensed consolidated financial statements.

Table of Contents

NOVATION COMPANIES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

As of and for the period ended September 30, 2017 (unaudited)

Note 1. Financial Statement Presentation

Description of Operations – Novation Companies, Inc. and its subsidiaries (the “Company,” “Novation,” “we,” or “us”), through Healthcare Staffing, Inc. ("HCS"), our wholly-owned subsidiary acquired on July 27, 2017, provides outsourced health care staffing and related services in the State of Georgia. We also own a portfolio of mortgage securities which generate earnings to support on-going financial obligations. Our common stock, par value $0.01 per share, is traded on the OTC Pink marketplace of the OTC Markets Group, Inc. under the symbol “NOVC”.

Liquidity and Going Concern – During the nine months ended September 30, 2017, the Company incurred a net loss of $6.2 million and generated negative operating cashflow of $5.4 million. As of September 30, 2017, the Company had an overall shareholders deficit of $56.7 million. As of September 30, 2017, the Company had an aggregate of $2.8 million in cash and total liabilities of $96.7 million. Of the $2.8 million in cash, $1.3 million is held by the Company's subsidiary NovaStar Mortgage LLC ("NMLLC"), which has filed a Chapter 11 plan of reorganization that remains subject to court approval. Therefore, this cash is not available to pay general creditors for any entity other than those of NMLLC. As of February 23, 2018, total cash has been reduced to $1.0 million, substantially all of which is NMLLC cash. The reduction in cash is due primarily to the payment of outstanding professional fees and other operating expenses. As of February 23, 2018, total liabilities are approximately $95.9 million and the upcoming interest payment on long-term debt is $1.0 million. These factors lead to substantial doubt about the Company's ability to continue as a going concern within one year after the date that these financial statements are issued.

Because of recent rulings in the bankruptcy proceedings for NMLLC, the cash flow from the investments held by NMLLC are unavailable to pay Novation obligations. In addition, subsequent to 2017 a significant customer of HCS declined to renew its contract with HCS. As a result, the Company's cash position is not forecasted to be sufficient to cover current and on-going obligations within one year from February 26, 2018.

Management is exploring its options to mitigate the conditions or events that raise substantial doubt. The Company is evaluating whether it can liquidate investments, raise capital or renegotiate terms of its borrowing arrangements in order to meet its financial obligations, but at this time no formal plans exist. As a result, we have not been able to alleviate the substantial doubt about our ability to continue as a going concern.

Financial Statement Presentation – The Company’s condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of income and expense during the period. The Company uses estimates and judgments in establishing the fair value of its mortgage securities, assessing the recoverability of its long-lived assets, and accounting for income taxes, including the determination of the timing of the establishment or release of the valuation allowance related to the deferred tax asset balances and reserves for uncertain tax positions. While the condensed consolidated financial statements and footnotes reflect the best estimates and judgments of management at the time, actual results could differ significantly from those estimates.

Reorganization items, net, in the condensed consolidated statements of operations and comprehensive income (loss) as detailed further in Note 2 represent adjustments, expenses, realized gains and losses and provision for losses directly associated with the reorganization or restructuring of the Company.

The Company's condensed consolidated financial statements are unaudited. In the opinion of management, all necessary adjustments have been made, which were of a normal and recurring nature, for a fair presentation of the condensed consolidated financial statements. The Company's condensed consolidated financial statements should be read in conjunction with Management's Discussion and Analysis of Financial Condition and Results of Operations and the consolidated financial statements of the Company and the notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2016 (the "2016 Form 10-K").

The following are significant accounting policies adopted in the three and nine month periods ended September 30, 2017.

Accounts and Unbilled Receivables – Accounts receivable are uncollateralized customer obligations due under normal trade terms. Customer account balances not paid within contract terms are considered delinquent. Accounts receivable are stated at the amount management expects to collect from outstanding balances. The Company maintains an allowance for potential losses primarily based upon management's analysis of delinquent accounts, routine assessment of its customers' financial condition, and any other known factors impacting collectability, including disputed amounts. When management has exhausted all collection efforts, amounts deemed uncollectible are written off. Recoveries of previously written off accounts receivable are recognized in the period in which they are received. The ultimate amount of accounts receivable that becomes uncollectible could differ from management's estimate. As of September 30, 2017, management has determined no allowance

Table of Contents

for doubtful accounts is necessary. Unbilled receivables included in accounts receivable totaled $2.6 million as of September 30, 2017, which represent services performed by HCS employees for which a customer has yet to be invoiced.

Goodwill and Indefinite-Lived Intangible Assets – Goodwill and trademarks are assessed annually to determine whether their carrying value exceeds their fair value. In addition, they are tested on an interim basis if an event occurs or circumstances change between annual tests that would more likely than not reduce their fair value below carrying value. If we determine the fair value of goodwill or trademarks is less than their carrying value, an impairment loss is recognized. Impairment losses, if any, are reflected in operating income or loss in the period incurred. The Company performs its annual tests of goodwill and trademarks during the second quarter of each fiscal year.

Impairment of Long-Lived Intangible Assets with Finite Lives – Long-lived intangible assets held and used by us which have finite lives are assessed for impairment whenever an event or change in circumstances indicates that the carrying value of the asset may not be fully recoverable. Recoverability is determined based on an estimate of undiscounted future cash flows resulting from the use of an asset and its eventual disposition. An impairment loss is measured by comparing the fair value of the asset to its carrying value. If we determine the fair value of an asset is less than the carrying value, an impairment loss is incurred. Impairment losses, if any, are reflected in operating income or loss in the period incurred. We did not record any impairment charges related to long-lived assets with finite lives during 2017 or 2016.

Revenue and Cost Recognition – The Company recognizes revenue when there is persuasive evidence of an arrangement, the service has been provided to the customer, fees for services are fixed or determinable and collectability is reasonably assured. HCS's revenue is generated from time and material contracts where there is a signed agreement in place that specifies the fixed hourly rate and other reimbursable costs to be billed based on direct labor hours incurred. Revenue is recognized on these contracts based on direct labor hours and reimbursable costs incurred.

Note 2. Reorganization

On July 20, 2016, (the "Bankruptcy Petition Date"), Novation and three of its subsidiaries, NMLLC, NovaStar Mortgage Funding Corporation and 2114 Central LLC (collectively, the “Debtors”), filed voluntary petitions (the "Bankruptcy Petitions") for reorganization under Chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court for the District of Maryland (the "Bankruptcy Court"). The Company and one of its subsidiaries subsequently filed with the Bankruptcy Court, and amended, a plan of reorganization for the resolution of the outstanding claims against and interests pursuant to Section 1121(a) of the Bankruptcy Code (as amended and supplemented, the “Plan”) and a related disclosure statement. The Bankruptcy Court entered an order on June 12, 2017 confirming the Plan (the “Confirmation Order”) solely with respect to the Company, which provided that the effective date of the Plan will occur when all conditions precedent to effectiveness, as set forth in the Plan, have been satisfied or waived.

Two of the conditions to the effectiveness of the Plan were (i) the closing of the Company’s acquisition (the “HCS Acquisition”) of all of the capital stock of HCS as discussed in Note 3 and (ii) the restructuring (the “Note Refinancing”) of the Company’s outstanding Series 1 Notes, Series 2 Notes and Series 3 Notes (collectively, the “2011 Notes”), held by Taberna Preferred Funding I, Ltd. (“Taberna I”), Taberna Preferred Funding II, Ltd. (“Taberna II”) and Kodiak CDO I, Ltd. (“Kodiak” and, together with Taberna I and Taberna II, the “Noteholders”), issued pursuant to three Indentures, each dated as of March 22, 2011 (the “Indentures”), between the Company and The Bank of New York Mellon Trust Company, National Association. The HCS Acquisition and the Note Refinancing were completed on July 27, 2017, and are discussed in Note 3 and Note 5, respectively.

On July 27, 2017, upon the completion of the HCS Acquisition and the Note Refinancing, and the satisfaction or waiver of all other conditions precedent to effectiveness, the effective date of the Plan occurred and the Company filed a Notice of Occurrence of Effective Date of the Plan with the Bankruptcy Court. Under the Plan, holders of existing equity interests in the Company (i.e., the common stock) retained their interests.

On September 25, 2017, the bankruptcy case of 2114 Central, LLC was dismissed by order of the Bankruptcy Court. Thereafter, on December 22, 2017, NMLLC filed with the Bankruptcy Court a Chapter 11 plan of reorganization, and on December 26, 2017 filed a related disclosure statement. The Bankruptcy Court entered an order on February 16, 2018 approving the disclosure statement, as revised. The Bankruptcy Court will conduct a hearing on April 4, 2018 to consider confirmation of NMLLC’s plan of reorganization.

We incurred significant costs associated with our reorganization and the Chapter 11 proceedings. These costs, which are being expensed as incurred, include (in thousands):

Table of Contents



	For the Nine Months Ended September 30,						For the Three Months Ended September 30,
	2017			2016			2017			2016
Professional fees	$	(3,842	)	$	(763	)	$	(826	)	$	(763	)
Adjustments to deferred debt issuance costs and senior debt premium	—			2,399			—			2,399
Adjustments to other liabilities for claims made or rejected contracts	(87		)	(293		)	(68		)	(293		)
Other	(29		)	(17		)	(8		)	(17		)
Reorganization items, net	$	(3,958	)	$	1,326		$	(902	)	$	1,326

Subsequent to September 30, 2017, the Company's professionals involved with the Plan agreed to provide discounts on their fees aggregating $0.6 million. These discounts were recorded during the fourth quarter of 2017 at the time the discount agreements with the professionals were made.

Note 3. Acquisition and Divestiture

Acquisition of Healthcare Staffing, Inc. — On February 1, 2017, the Company entered into a Stock Purchase Agreement (the “HCS Purchase Agreement”) with Novation Holding, Inc., a wholly-owned subsidiary of the Company (“NHI”), HCS and Butler America, LLC, the owner of HCS (“Butler” and, together with HCS, the “Seller Parties”). Pursuant to the HCS Purchase Agreement, NHI agreed to purchase from Butler all of the outstanding capital stock of HCS for $24.0 million in cash, subject to terms and conditions as provided therein, including but not limited to the Company’s receipt of bankruptcy court approval for the HCS Acquisition in its Chapter 11 case. The purchase price is subject to a potential working capital adjustment, based on HCS having $5.0 million of working capital at closing.

On July 27, 2017, in connection with the anticipated closing of the HCS Acquisition, the Company, NHI, HCS and Butler entered into a Closing Agreement, dated as of the same date (the “Closing Agreement”), relating to certain closing matters and the terms of the HCS Purchase Agreement. The Closing Agreement provided for the following: (i) eliminate the $240,000 indemnification escrow under the HCS Purchase Agreement; (ii) provide for NHI’s reimbursement to Butler of $100,000 in costs and expenses incurred by Butler in consideration for the delay in closing the HCS Acquisition; (iii) clarify the treatment of certain of HCS’s outstanding tax obligations; (iv) provide that an adjustment to the purchase price under the HCS Purchase Agreement will be made in connection with the calculation of final closing date net working capital of HCS only if there is a difference between such amount and the pre-closing estimate of greater than three percent; and (v) make certain other changes to the HCS Purchase Agreement.

On July 27, 2017, the Company and NHI completed the HCS Acquisition pursuant to the terms of the HCS Purchase Agreement and the Closing Agreement, as a result of which HCS became a wholly-owned subsidiary of NHI.

The net purchase price was allocated as follows (in thousands):



Cash	$	246
Accounts receivable	7,465
Other assets	59
Property and equipment	581
Intangible assets:
Customer relationships	6,895
Tradename	1,147
Non-compete	627
Goodwill	12,029
Accrued compensation and benefits	(4,751		)
Long-term debt, including current portion of $426	(684		)
Other current liabilities	(31		)
Net assets acquired	$	23,583

The purchase price was allocated to the tangible and intangible assets acquired and the liabilities assumed at their estimated fair values as of the acquisition date. The fair value measurements of the assets acquired and liabilities assumed were based on valuations involving significant unobservable inputs, or Level 3 in the valuation hierarchy. The allocation of the purchase price above to the assets and liabilities are based on our preliminary assessment and is subject to further review pending the completion of an appraisal of certain assets and liabilities acquired.

Table of Contents

The gross contractual amount of accounts receivable is $7.4 million, which approximates fair value. Goodwill and trademarks are considered indefinite-lived assets and are not subject to future amortization, but will be tested for impairment at least annually. Goodwill is comprised primarily of processes for services and knowhow, assembled workforces and other intangible assets that do not qualify for separate recognition. The full amount of goodwill is expected to be deductible for tax purposes. The amortization period for the intangibles for customer relationships and the non-compete agreement are seven and three years, respectively.

HCS’s results are included in our consolidated statement of operations since July 26, 2017. The following unaudited pro forma financial information presents the combined results of HCS and Novation (in thousands) as if the HCS Acquisition had occurred on January 1, 2016. The unaudited pro forma financial information is not necessarily indicative of what our consolidated results of operations actually would have been or what results may be expected in the future.



	For the Nine Months Ended September 30,					For the Three Months Ended September 30,
	2017			2016		2017		2016
Service fee income	$	47,061		$	39,902	$	18,229	$	14,089
Income (loss) from continuing operations	$	(4,442	)	$	1,848	$	335	$	3,083
Net income (loss)	$	(3,561	)	$	1,790	$	210	$	2,883

Basic and diluted earnings per share:
Net income (loss) from continuing operations	$	(0.05	)	$	0.02	$	—	$	0.03
Net income (loss)	$	(0.04	)	$	0.02	$	—	$	0.03

Included in general and administrative expenses, primarily during 2017, are approximately $1.2 million in fees associated with the HCS Acquisition, including $0.9 million in investment advisor fees. Included in general and administrative expenses for the three and nine months ended September 30, 2017 is $0.2 million in amortization of the customer relationship and non-compete intangible assets.

Sale of Corvisa LLC — Subject to the terms and conditions of the Membership Interest Purchase Agreement, dated as of December 21, 2015, by and among the Company, Corvisa Services, LLC and ShoreTel, Inc. ("ShoreTel"), ShoreTel agreed to purchase 100% of the membership interests of Corvisa LLC, at the time a wholly-owned subsidiary of the Company. The sale closed on January 6, 2016. During the first quarter of 2017, the Company received $1.0 million from the release of the indemnification escrow which was recorded as a gain and included in discontinued operations during the nine month period ended September 30, 2017.

Results of Discontinued Operations — The results of the Company's discontinued operations are summarized below (in thousands):



	For the Nine Months Ended September 30,						For the Three Months Ended September 30,
	2017			2016			2017			2016
Recognition of gain upon release of indemnification escrow	$	1,020		$	—		$	—		$	—
Expenses related to discontinued operations	(125		)	(77		)	(125		)	—
Income (loss) from discontinued operations, net of income taxes	$	895		$	(77	)	$	(125	)	$	—

The assets and liabilities of discontinued operations are not material.

Table of Contents

Note 4. Marketable Securities

The Company's portfolio of available-for-sale securities includes (in thousands):



			Gross Unrealized					Estimated Fair Value
	Amortized Cost		Gains		Losses			Estimated Fair Value
As of September 30, 2017 (unaudited)
Marketable securities, current
Mortgage securities	$	398	$	7,922	$	—		$	8,320
Equity securities	3		—		(2		)	1
Total	$	401	$	7,922	$	(2	)	$	8,321

As of December 31, 2016
Marketable securities, current
Mortgage securities	$	450	$	9,341	$	—		$	9,791
Equity securities	112		47		(7		)	152
Total	$	562	$	9,388	$	(7	)	$	9,943

Marketable securities, non-current
Agency mortgage-backed securities	$	26,607	$	—	$	(62	)	$	26,545

During 2017, the Company's entire portfolio of agency mortgage-backed securities was sold. Proceeds from the sale were $25.2 million and a gain of $79 thousand recognized, included in Other Income in the Company's condensed consolidated statements of operations and comprehensive income (loss).

Prior to 2016, the Company originated, purchased, securitized, sold, invested in and serviced residential nonconforming mortgage loans and mortgage securities. As a result of those activities, the Company holds mortgage securities that continue to be a source of its earnings and cash flow. As of September 30, 2017 and December 31, 2016, these mortgage securities consisted entirely of the Company's investment in the residual securities issued by securitization trusts sponsored by the Company. Residual securities consist of interest-only, prepayment penalty and overcollateralization bonds. There were no other-than-temporary impairments relating to available-for-sale securities for the three and nine months ended September 30, 2017. Maturities of retained mortgage securities owned by the Company depend on repayment characteristics and experience of the underlying financial instruments. See Note 7 for details on the Company's fair value methodology.

The following table relates to the securitizations where the Company retained an interest in the assets issued by the securitization trust (in thousands):



	Size/Principal Outstanding (A)		Assets on Balance Sheet (B)		Liabilities on Balance Sheet		Maximum Exposure to Loss(B)		Year to Date Loss on Sale		Year to Date Cash Flows (C)
September 30, 2017	$	2,904,061	$	8,320	$	—	$	8,320	$	—	$	2,286
December 31, 2016	3,185,270		9,943		—		9,943		—		5,135


(A)	Size/Principal Outstanding is the aggregate principal of the underlying assets held by the securitization trusts.


(B)	Assets on Balance Sheet and Maximum Exposure to Loss is the estimated fair value of securities issued by the entity and recorded as marketable securities, current in the condensed consolidated balance sheets.


(C)	Year to date cash flows are for the nine months ended September 30, 2017 and year ended December 31, 2016.

Note 5. Long-term Debt

Note Refinancing and 2017 Notes — Prior to the third quarter of 2017, the Company had outstanding three series of unsecured 2011 Notes pursuant to three separate “Indentures” with an aggregate principal balance of $85.9 million. On July 27, 2017, the Company entered into a Senior Secured Note Purchase Agreement, dated as of the same date (the “Note Purchase Agreement”), with NHI and HCS as guarantors (together with the Company, collectively, the “Credit Parties”), the Noteholders and Wilmington Savings Fund Society, FSB, as collateral agent for the benefit of the Noteholders, to refinance $85,937,500 of principal indebtedness of the Company under the 2011 Notes. Pursuant to the Note Purchase Agreement, the Noteholders exchanged their 2011 Notes for new notes from the Company in the same aggregate principal amount (collectively, the “2017 Notes”) on the terms and conditions set forth therein.

Table of Contents

Pursuant to the Note Purchase Agreement, in connection with the Note Refinancing, the Company paid all overdue and unpaid accrued interest on the 2011 Notes in the agreed, reduced aggregate amount of $5.8 million, and paid $0.5 million in fees and expenses incurred by the Noteholders.

The unpaid principal amounts of the 2017 Notes bear interest at a variable rate equal to LIBOR plus 3.5% per annum, payable quarterly in arrears until maturity on March 30, 2033. The 2017 Notes generally rank senior in right of payment to any existing or future subordinated indebtedness of the Credit Parties. The Company may at any time upon 30 days’ notice to the Noteholders redeem all or part of the 2017 Notes at a redemption price equal to 101% of the principal amount redeemed plus any accrued and unpaid interest thereon.

The Note Purchase Agreement contains customary affirmative and negative covenants, including but not limited to certain financial covenants. The Note Purchase Agreement also contains customary events of default, including but not limited to payment defaults, cross defaults with certain other indebtedness, breaches of covenants and bankruptcy events. In the case of an event of default, the Noteholders may, among other remedies, accelerate the payment of all obligations under the Note Purchase Agreement and the 2017 Notes. The Credit Parties entered into a Pledge and Security Agreement, dated as of the same date, pursuant to which each of the Credit Parties granted a first priority lien generally covering all of its assets, other than accounts receivable and inventory, for the benefit of the Noteholders, to secure the obligations under the Note Purchase Agreement and the 2017 Notes.

Property Financing – HCS financed the acquisition of property used in its operations under two separate financing agreements. The total amount financed under the agreements was $1.3 million at an aggregate nominal interest rate of 4.1%. The total amount outstanding under these loans was $0.7 million as of September 30, 2017 of which $0.4 million was current and is included in other current liabilities.

Note 6. Commitments and Contingencies

Contingencies — Prior to 2016, the Company originated, purchased, securitized, sold, invested in and serviced residential nonconforming mortgage loans and mortgage securities. The Company has received indemnification and loan repurchase demands with respect to alleged violations of representations and warranties (“defects”) and with respect to other alleged misrepresentations and contractual commitments made in loan sale and securitization agreements. These demands have been received substantially beginning in 2006 and have continued into recent years. Prior to the Company ceasing the origination of loans in its mortgage lending business, it sold loans to securitization trusts and other third parties and agreed to repurchase loans with material defects and to otherwise indemnify parties to these transactions. Beginning in 1997 and ending in 2007, affiliates of the Company sold loans to securitization trusts and third parties with the potential of such obligations. The aggregate original principal balance of these loans was $43.1 billion at the time of sale or securitization. The remaining principal balance of these loans is not available as these loans are serviced by third parties and may have been refinanced, sold or liquidated. Claims to repurchase loans or to indemnify under securitization documents have not been acknowledged as valid by the Company. In some cases, claims were made against affiliates of the Company that have ceased operations and have no or limited assets. The Company has not repurchased any loans or made any such indemnification payments since 2010.

Historically, repurchases of loans or indemnification of losses where a loan defect has been alleged have been insignificant and any future losses for alleged loan defects have not been deemed to be probable or reasonably estimable; therefore, the Company has recorded no reserves related to these claims. The Company does not use internal groupings for purposes of determining the status of these loans. The Company is unable to develop an estimate of the maximum potential amount of future payments related to repurchase demands because the Company does not have access to information relating to loans sold and securitized and the number or amount of claims deemed probable of assertion is not known nor is it reasonably estimated. Further, the validity of claims received remains questionable. Also, considering that the Company completed its last sale or securitization of loans during 2007, the Company believes that it will be difficult for a claimant to successfully validate any additional repurchase demands. Management does not expect that the potential impact of claims will be material to the Company's condensed consolidated financial statements.

Pending Litigation — The Company is a party to various legal proceedings. Except as set forth below, these proceedings are of an ordinary and routine nature. Any legal fees associated with these proceedings are expensed as incurred.

Although it is not possible to predict the outcome of any legal proceeding, in the opinion of management, other than the active proceedings described in detail below, proceedings and actions against the Company should not, individually, or in the aggregate, have a material effect on the Company's financial condition, operations and liquidity. Furthermore, due to the uncertainty of any potential loss as a result of pending litigation and due to the Company's belief that an adverse ruling is not probable, the Company has not accrued a loss contingency related to the following matters in its condensed consolidated financial statements. However, a material outcome in one or more of the active proceedings described below could have a material impact on the results of operations in a particular quarter or fiscal year.

On May 21, 2008, a purported class action case was filed in the Supreme Court of the State of New York, New York County, by the New Jersey Carpenters' Health Fund, on behalf of itself and all others similarly situated. Defendants in the case included NovaStar Mortgage Funding Corporation (“NMFC”) and NovaStar Mortgage, Inc. ("NMI"), wholly-owned subsidiaries of the

Table of Contents

Company, and NMFC's individual directors, several securitization trusts sponsored by the Company (“affiliated defendants”) and several unaffiliated investment banks and credit rating agencies. The case was removed to the United States District Court for the Southern District of New York. On June 16, 2009, the plaintiff filed an amended complaint. The plaintiff seeks monetary damages, alleging that the defendants violated sections 11, 12 and 15 of the Securities Act of 1933, as amended, by making allegedly false statements regarding mortgage loans that served as collateral for securities purchased by the plaintiff and the purported class members. On August 31, 2009, the Company filed a motion to dismiss the plaintiff's claims, which the court granted on March 31, 2011, with leave to amend. The plaintiff filed a second amended complaint on May 16, 2011, and the Company again filed a motion to dismiss. On March 29, 2012, the court dismissed the plaintiff's second amended complaint with prejudice and without leave to replead. The plaintiff filed an appeal. On March 1, 2013, the appellate court reversed the judgment of the lower court, which had dismissed the case. Also, the appellate court vacated the judgment of the lower court which had held that the plaintiff lacked standing, even as a class representative, to sue on behalf of investors in securities in which plaintiff had not invested, and the appellate court remanded the case back to the lower court for further proceedings. On April 23, 2013 the plaintiff filed its memorandum with the lower court seeking a reconsideration of the earlier dismissal of plaintiff's claims as to five offerings in which plaintiff was not invested, and on February 5, 2015 the lower court granted plaintiff's motion for reconsideration and vacated its earlier dismissal. On March 8, 2017, the affiliated defendants and all other parties executed an agreement to settle the action, with the contribution of the affiliated defendants to the settlement fund being paid by their insurance carriers. The court certified a settlement class and granted preliminary approval to the settlement on May 10, 2017. One member of the settlement class objected to the settlement and sought a stay of the final settlement approval hearing on the ground that it did not receive notice of the settlement and had no opportunity to timely opt out of the class. After the court rejected the motion for a stay, the objector filed an appeal and requested a stay of the district court proceedings pending disposition of the appeal. The court of appeals denied the temporary stay of the district court proceedings pending a decision

on the objector’s request for a stay. Assuming the settlement is approved and completed, the Company will incur no loss. The Company believes that the affiliated defendants have meritorious defenses to the case and, if the settlement is not approved, expects them to defend the case vigorously.

On June 20, 2011, the National Credit Union Administration Board, as liquidating agent of U.S. Central Federal Credit Union, filed an action against NMFC and numerous other defendants in the United States District Court for the District of Kansas, claiming that the defendants issued or underwrote residential mortgage-backed securities pursuant to allegedly false or misleading registration statements, prospectuses, and/or prospectus supplements. On August 24, 2012, the plaintiff filed an amended complaint making essentially the same claims against NMFC. NMFC filed a motion to dismiss the amended complaint which was denied on September 12, 2013. The defendants had claimed that the case should be dismissed based upon a statute of limitations and sought an appeal of the court's denial of this defense. An interlocutory appeal of this issue was allowed, and on August 27, 2013, the Tenth Circuit affirmed the lower court’s denial of defendants’ motion to dismiss the plaintiff’s claims as being time barred; the appellate court held that the Extender Statute, 12 U.S.C. §1787(b)(14) applied to plaintiff’s claims. On June 16, 2014, the United States Supreme Court granted a petition of NMFC and its co-defendants for certiorari, vacated the ruling of the Tenth Circuit, and remanded the case back to that court for further consideration in light of the Supreme Court’s decision in CTS Corp. v. Waldburger, 134 S. Ct. 2175 (2014). On August 19, 2014, the Tenth Circuit reaffirmed its prior decision, and on October 2, 2014 the defendants filed a petition for writ of certiorari with the Supreme Court, which was denied. On March 22, 2016, NMFC filed motions for summary judgment, and plaintiff filed a motion for partial summary judgment. Those motions remain pending. Given that plaintiff did not file a timely proof of claim in NMFC’s bankruptcy case, the Company believes it is likely that the case will be dismissed. The Company believes that NMFC has meritorious defenses to the case and expects it to defend the case vigorously in the event it proceeds.

On February 28, 2013 the Federal Housing Finance Agency, as conservator for the Federal Home Loan Mortgage Corporation (Freddie Mac) and on behalf of the Trustee of the NovaStar Mortgage Funding Trust, Series 2007-1 (the “Trust”), a securitization trust in which the Company retains a residual interest, filed a summons with notice in the Supreme Court of the State of New York, County of New York against the Company and NMI. The notice provides that this is a breach of contract action with respect to certain, unspecified mortgage loans and defendant's failure to repurchase such loans under the applicable agreements. Plaintiff alleges that defendants, from the closing date of the transaction that created the Trust, were aware of the breach of the representations and warranties made and failed to notice and cure such breaches, and due to the failure of defendants to cure any breach, notice to defendants would have been futile. The summons with notice was not served until June 28, 2013. By letter dated June 24, 2013, the Trustee of the Trust forwarded a notice from Freddie Mac alleging breaches of representations and warranties with respect to 43 loans, as more fully set forth in included documentation. The 43 loans had an aggregate, original principal balance of about $6.5 million. On August 19, 2013, Deutsche Bank National Trust Company, as Trustee, filed a complaint identifying alleged breaches of representations and warranties with respect to seven loans that were included in the earlier list of 43 loans. Plaintiff also generally alleged a trust-wide breach of representations and warranties by defendants with respect to loans sold and transferred to the trust. Plaintiff seeks specific performance of repurchase obligations; compensatory, consequential, recessionary and equitable damages for breach of contract; specific performance and damages for anticipatory breach of contract; indemnification (indemnification against NMI only) and damages for breach of the implied covenant of good faith and fair dealing. On October 9, 2013, the Company and NMI filed a motion to dismiss plaintiff’s complaint. This motion to dismiss was withdrawn after plaintiff filed an amended complaint on January 28, 2014, and on March 4, 2014 the Company and NMI filed a motion to dismiss the amended complaint. By a Decision/Order dated November 30, 2017, the court granted in part and denied in part the motion to dismiss the amended complaint. The court dismissed all claims except for plaintiff’s claim for damages for breach of contract, to the extent that claim is based on the Company’s and NMI’s alleged failure to notify plaintiff of allegedly defective loans, and plaintiff’s claim for indemnification. The court denied the motion to dismiss these claims without

Table of Contents

prejudice to the Company’s and NMI’s right to file a new motion to dismiss in conformity with procedures to be established in coordinated proceedings before the court addressing similar claims against numerous defendants. Given the stage of the litigation, the Company cannot provide an estimate of the range of any loss. The Company believes that it has meritorious defenses to the case and expects to defend the case vigorously.

Note 7. Fair Value Accounting

Fair Value Measurements

The Company's valuation techniques are based upon observable and unobservable inputs. Observable inputs reflect market

data obtained from independent sources, while unobservable inputs reflect the Company's market assumptions. These two types

of inputs create the following fair value hierarchy:


•	Level 1 - Valuations based on quoted prices in active markets for identical assets and liabilities.


•	Level 2 - Valuations based on observable inputs in active markets for similar assets and liabilities for substantially the full term of the asset or liability.


•	Level 3 - Valuations based on significant unobservable inputs that are supported by little or no market activity, such as

discounted cash flow methodologies based on internal cash flow forecasts.

The Company's assets and liabilities, which are measured at fair value on a recurring basis, include (in thousands):



			Fair Value Measurements at Reporting Date Using:
	Fair Value		Quoted Prices in Active Markets for Identical Assets (Level 1)			Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
September 30, 2017 (unaudited)
Marketable securities, current	$	8,321	$	1		$	—	$	8,320

December 31, 2016
Marketable securities, current	$	9,943	$	152	—	$	—	$	9,791
Marketable securities, non-current:	26,545		26,545			—		—
Total	$	36,488	$	26,697		$	—	$	9,791

See Note 4 for risk categories for the Company's marketable securities.

Valuation Methods and Processes

When available, the Company determines the fair value of its marketable securities using market prices from industry-standard

independent data providers. Market prices may be quoted prices in active markets for identical assets (Level 1 inputs) or pricing

determined using inputs other than quoted prices that are observable either directly or indirectly (Level 2 inputs), such as yield

curve, volatility factors, credit spreads, default rates, loss severity, current market and contractual prices for the underlying

instruments or debt, broker and dealer quotes, as well as other relevant economic measures.

To the extent observable inputs are not available, as is the case with the Company's retained mortgage securities, the Company

estimates fair value using present value techniques and generally does not have the option to choose other valuation methods

for these securities. The methods and processes used to estimate the fair value of the Company's retained mortgage securities

are discussed further below. There have been no significant changes to the Company's valuation techniques. Accordingly, there

have been no material changes to the condensed consolidated financial statements resulting from changes to our valuation techniques.

The Company's marketable securities are classified as available-for-sale and are reported at their estimated fair value with

unrealized gains and losses reported in accumulated other comprehensive income. To the extent that the cost basis of the

Company's marketable securities exceeds the fair value and the unrealized loss is considered to be other than temporary, an

impairment charge is recognized and the amount recorded in accumulated other comprehensive income or loss is reclassified to

earnings as a realized loss. The specific identification method is used in computing realized gains or losses.

Mortgage securities - available-for-sale. The Company's mortgage securities include traditional agency mortgage-backed

securities, with valuations based on quoted prices in active markets for identical assets (Level 1). Additionally, mortgage securities include investments that were retained during the Company's lending and securitization process, conducted prior to 2016. For the retained mortgage securities, the Company maintains the right to receive excess interest and other cash flow

Table of Contents

generated through the mortgage loan securitization vehicle. The Company receives the difference between the interest on the mortgage loans and the interest paid to the securitization bondholders. The Company also owns overcollateralization ("OC") classes of various securitization trusts. These OC bonds represent the difference in the principal of the underlying mortgage loans compared to the bonds sold to third parties. This extra collateral serves as a cushion for losses that have and may occur in the underlying mortgage pool. The OC bonds may receive cash if and when it is determined that actual losses are less than expectations. As of September 30, 2017, the aggregate overcollateralization was approximately $29.9 million. The timing and amount of cash to be generated by the OC bonds is contingent upon the performance of the underlying mortgage loan collateral.

The independent loan servicer controls and manages the individual mortgage loans and therefore the Company has no control

over the loan performance. Collectively, these mortgage securities are identified by the Company as "retained mortgage

securities," in order to distinguish them from the Company's traditional agency mortgage-backed securities.

Retained mortgage-backed securities are valued at each reporting date using significant unobservable inputs (Level 3) by

discounting the expected cash flows. An independent valuation specialist has been engaged to assist management in estimating

cash flows and values for the Company's mortgage securities. It is the Company's responsibility for the overall resulting valuation.

The critical assumptions used in estimating the value of the mortgage securities include market interest rates, rate and severity

of default, prepayment speeds and how long the security will continue to provide cash flow. To determine the assumptions, the

Company and its independent valuation specialist rely primarily on historical results mortgage loan performance and appropriate

general economic indicators. The Company continuously reviews the assumptions used and monitors the efforts of the

independent valuation specialist. As a result of this review during the year ended December 31, 2016, the Company and its independent valuation specialist revised key assumptions, leading to an increase in the expected cash flow and estimated value of these securities. The significant unobservable inputs used in preparing the fair value estimates are:



	September 30, 2017		December 31, 2016
Weighted average:
Loss severity	62.1	%	49.6	%
Default rate	2.0	%	2.1	%
Prepayment speed	13.5	%	9.8	%
Servicer's optional redemption date	None		None

The following table provides a reconciliation of the beginning and ending balances for the Company's retained mortgage securities – available-for-sale, which are measured at fair value on a recurring basis using significant unobservable inputs (Level 3) (in thousands):



	For the Nine Months Ended September 30,
	2017			2016
Balance, beginning of period	$	9,791		$	2,011
Increases (decreases) to mortgage securities – available-for-sale:
Proceeds from paydowns of securities (A)	(52		)	(84		)
Market value adjustment	(1,419		)	(428		)
Net decrease to mortgage securities – available-for-sale	(1,471		)	(512		)
Balance, end of period	$	8,320		$	1,499

(A) Cash received on mortgage securities with no cost basis was $2.3 million and $3.3 million for the nine months ended September 30, 2017 and 2016, respectively.

The following disclosure of the estimated fair value of financial instruments presents amounts that have been determined using available market information and appropriate valuation methodologies. However, considerable judgment is required to interpret market data to develop the estimates of fair value. Accordingly, the estimates presented herein are not necessarily indicative of the amounts that could be realized in a current market exchange. The use of different market assumptions or estimation methodologies could have a material impact on the estimated fair value amounts. The fair value of short-term financial assets and liabilities, such as service fees receivable, notes receivable, and accounts payable and accrued expenses are not included in the following table as their carrying value approximates their fair value.

Table of Contents

The estimated fair values of the Company's financial instruments are (in thousands):



	As of September 30, 2017 (unaudited)				As of December 31, 2016
	Carrying Value		Fair Value		Carrying Value		Fair Value
Financial assets:
Marketable securities	$	8,321	$	8,321	$	36,488	$	36,488
Financial liabilities:
Senior notes	$	85,938	$	22,565	$	85,937	$	23,349

For the items in the table above not measured at fair value in the statement of financial position but for which the fair value is disclosed, the fair value has been estimated using Level 3 methodologies, based on significant unobservable inputs that are supported by little or no market activity, such as discounted cash flow calculations based on internal cash flow forecasts. No assets or liabilities have been transferred between levels during any period presented.

Senior Notes. The fair value is estimated by discounting future projected cash flows using a discount rate commensurate with the risks involved. The interest rate on the senior notes is three-month LIBOR plus 3.5% per annum until maturity in March 2033. The three-month LIBOR used in the analysis was projected using a forward interest rate curve.

Note 8. Income Taxes

Prior to 2016, the Company determined that it was no longer more likely than not that it will recognize a portion of its deferred tax assets. Therefore, as of September 30, 2017 and December 31, 2016, the Company maintained a full valuation allowance against its net deferred tax assets of $294.6 million and $292.2 million, respectively. The Company's determination of the extent to which its deferred tax assets will be realized requires the exercise of significant judgment, based in part on business plans and expectations about future outcomes. In the event the actual results differ from these estimates in future periods, the Company may need to adjust the valuation allowance, which could materially impact our financial position and results of operations. The Company will continue to assess the need for a valuation allowance in future periods. Because of the full valuation allowance, the Company's effective tax rate is expected to be near 0% and therefore the consolidated income tax expense is not material for any period presented.

As of September 30, 2017 and December 31, 2016, the total gross amount of unrecognized tax benefits was $0.3 million. This amount also represents the total amount of unrecognized tax benefits that would impact the effective tax rate in the respective periods. The Company does not anticipate a material reduction of the unrecognized tax benefits due to the lapse of the related statute of limitations in the next twelve months.

Table of Contents

Note 9. Earnings (Loss) Per Share

Basic earnings (loss) per share is computed by dividing net earnings available to common shareholders by the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share include the effect of conversions of stock options and nonvested shares.



	For the Nine Months Ended September 30,						For the Three Months Ended September 30,
	2017			2016			2017			2016
Numerator:
Net income (loss) from continuing operations	$	(7,055	)	$	952		$	(2,233	)	$	2,445
Net income (loss) from discontinued operations	895			(77		)	(125		)	—
Net income (loss) available to common shareholders	$	(6,160	)	$	875		$	(2,358	)	$	2,445

Denominator:
Weighted average common shares outstanding – basic	92,788,107			91,345,504			92,806,846			92,180,484

Weighted average common shares outstanding – dilutive:
Weighted average common shares outstanding – basic	92,788,107			91,345,504			92,806,846			92,180,484
Stock options	—			—			—			—
Nonvested shares	—			840,014			—			284,627
Weighted average common shares outstanding – dilutive	92,788,107			92,185,518			92,806,846			92,465,111

Basic earnings (loss) per share:
Net income (loss) from continuing operations	$	(0.08	)	$	0.01		$	(0.02	)	$	0.03
Net income (loss) from discontinued operations	0.01			—			—			—
Net income (loss) available to common shareholders	$	(0.07	)	$	0.01		$	(0.02	)	$	0.03

Diluted earnings (loss) per share:
Net income (loss) from continuing operations	$	(0.08	)	$	0.01		$	(0.02	)	$	0.03
Net income (loss) from discontinued operations	0.01			—			—			—
Net income (loss) available to common shareholders	$	(0.07	)	$	0.01		$	(0.02	)	$	0.03

Options to purchase shares of common stock were outstanding during each period as presented below (in thousands, except exercise prices), but were not included in the computation of diluted earnings per share because the calculated number of shares assumed to be repurchased was greater than the number of shares to be obtained upon exercise, therefore, the effect would be anti-dilutive.



	For the Nine Months Ended September 30,				For the Three Months Ended September 30,
	2017		2016		2017		2016
Number of stock options	1,869		4,613		1,869		4,443
Weighted average exercise price of stock options	$	0.89	$	0.70	$	0.89	$	0.70

There have been no options granted during 2016 or 2017. As of September 30, 2017 and 2016, the Company had 2.8 million and 1.5 million nonvested shares outstanding, respectively. These shares, on weighted-average basis, are not included in the calculation of earnings per share for the nine and three month periods ended September 30, 2017 as they are anti-dilutive.

Note 10. Subsequent Event

Revolving Credit Agreement — On November 17, 2017, HCS entered into a Revolving Credit and Security Agreement, dated as of the same date (the “FNCC Credit Agreement”), with Federal National Payables, Inc. (d/b/a Federal National Commercial Credit) (“FNCC”) providing HCS with a line of credit of up to $5,000,000. Availability under the FNCC Credit Agreement is based on a formula tied to HCS’s eligible accounts receivable, and borrowings under the FNCC Credit Agreement bear interest at the prime rate plus 1.25%. The FNCC Credit Agreement also provides for customary origination and collateral monitoring fees payable to FNCC during its term. The initial term of the FNCC Credit Agreement expires on November 17, 2018, but it will be

Table of Contents

renewed automatically for consecutive one-year terms thereafter unless the FNCC Credit Agreement is terminated pursuant to its terms. The obligations of HCS under the FNCC Credit Agreement are secured by HCS’s inventory and accounts receivable.

The FNCC Credit Agreement contains customary representations, warranties and affirmative and negative covenants, including but not limited to financial covenants. The FNCC Credit Agreement also contains customary events of default, including but not limited to payment defaults, cross defaults with certain other indebtedness, breaches of covenants and bankruptcy events. In the case of an event of default, FNCC may, among other remedies, accelerate payment of all obligations under the FNCC Credit Agreement.

In connection with the FNCC Credit Agreement, the Company executed a guaranty in favor of FNCC guaranteeing all of HCS’s obligations under the FNCC Credit Agreement.

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

Statements in this report regarding Novation Companies, Inc. and its business that are not historical facts are “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Forward-looking statements are those that predict or describe future events, do not relate solely to historical matters and include statements regarding management's beliefs, estimates, projections, and assumptions with respect to, among other things, our future operations, business plans and strategies, as well as industry and market conditions, all of which are subject to change at any time without notice. Words such as “believe,” “expect,” “anticipate,” “promise,” “plan,” and other expressions or words of similar meanings, as well as future or conditional auxiliary verbs such as “would,” “should,” “could,” or “may” are generally intended to identify forward-looking statements. Risks, uncertainties, contingencies, and developments, including those discussed in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this report and those identified in “Risk Factors” in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2016, as amended (the "2016 Form 10-K"), could cause our future operating results to differ materially from those set forth in any forward-looking statement. Given these uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. We disclaim any obligation to update any such factors or to publicly announce the results of any revisions to any of the forward-looking statements contained herein to reflect future results, events or developments.

Corporate Overview

Novation Companies, Inc. and its subsidiaries (the “Company,” ”Novation," “we,” “us,” or "our"), through our wholly-owned subsidiary Healthcare Staffing, Inc. ("HCS") acquired on July 27, 2017, provides outsourced health care staffing and related services in the State of Georgia. We also own a portfolio of mortgage securities which generate earnings to support on-going financial obligations. Our common stock, par value $0.01 per share, is traded on the OTC Pink marketplace of the OTC Markets Group, Inc. under the symbol “NOVC”.

Emergence from Bankruptcy. On July 20, 2016 (the “Bankruptcy Petition Date”), Novation and three of its subsidiaries, NovaStar Mortgage LLC (“NMLLC”), NovaStar Mortgage Funding Corporation and 2114 Central LLC (the “Debtors”), filed voluntary petitions (the “Bankruptcy Petitions”) for reorganization under Chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court for the District of Maryland (the “Bankruptcy Court”). The Company and one of its subsidiaries subsequently filed with the Bankruptcy Court and amended a plan of reorganization (the “Plan”) and a related disclosure statement. The Bankruptcy Court entered an order on June 12, 2017 confirming the Plan (the “Confirmation Order”) solely with respect to the Company. On July 27, 2017, upon the completion of the HCS Acquisition and the Note Refinancing (each as defined below), and the satisfaction or waiver of all other conditions precedent to effectiveness, the effective date of the Plan occurred and the Company filed a Notice of Occurrence of Effective Date of the Plan with the Bankruptcy Court. Under the Plan, holders of existing equity interests in the Company (i.e., the common stock) retain their interests.

On September 25, 2017, the bankruptcy case of 2114 Central, LLC was dismissed by order of the Bankruptcy Court.

Thereafter, on December 22, 2017, NMLLC filed with the Bankruptcy Court a Chapter 11 plan of reorganization, and on

December 26, 2017 filed a related disclosure statement. The Bankruptcy Court entered an order on February 16, 2018

approving the disclosure statement, as revised. The Bankruptcy Court will conduct a hearing on April 4, 2018 to consider

confirmation of NMLLC’s plan of reorganization.

Acquisition of Healthcare Staffing, Inc. On July 27, 2017, the Company acquired all of the outstanding capital stock of HCS from Butler America, LLC (“Butler”) for approximately $24.0 million in cash (the “HCS Acquisition”), pursuant to the terms and conditions of a Stock Purchase Agreement, dated as of February 1, 2017 (as amended, the “HCS Purchase Agreement”), by and among the Company, Novation Holding, Inc., a wholly-owned subsidiary of the Company (“NHI”), HCS and Butler. The purchase price is subject to adjustment as provided in the HCS Purchase Agreement. See Note 3 to the condensed consolidated financial statements for additional information regarding the HCS Acquisition. The operations of HCS are the Company’s primary operations.

Table of Contents

Note Refinancing. On July 27, 2017, the Company entered into a Senior Secured Note Purchase Agreement, dated as of the same date (the “Note Purchase Agreement”), with NHI and HCS as guarantors (together with the Company, collectively, the “Credit Parties”), Taberna Preferred Funding I, Ltd. (“Taberna I”), Taberna Preferred Funding II, Ltd. (“Taberna II”) and Kodiak CDO I, Ltd. (“Kodiak” and, together with Taberna I and Taberna II, the “Noteholders”) and Wilmington Savings Fund Society, FSB, as collateral agent for the benefit of the Noteholders, to refinance $85,937,500 of principal indebtedness of the Company under the Company’s senior notes (collectively, the “2011 Notes”) held by the Noteholders, issued pursuant to three Indentures, each dated as of March 22, 2011 (the “Note Refinancing”). Pursuant to the Note Purchase Agreement, the Noteholders exchanged their 2011 Notes for new notes from the Company in the same aggregate principal amount (collectively, the “2017 Notes”) on the terms and conditions set forth therein. The unpaid principal amounts of the 2017 Notes bear interest at a variable rate equal to LIBOR plus 3.5% per annum, payable quarterly in arrears until maturity on March 30, 2033. The 2017 Notes generally rank senior in right of payment to any existing or future subordinated indebtedness of the Credit Parties. See Note 5 to the condensed consolidated financial statements for additional information regarding the Note Refinancing.

Financial Highlights and Key Performance Metrics. The following key performance metrics (in thousands, except per share

amounts) are derived from our condensed consolidated financial statements for the periods presented and should be read in conjunction with the more detailed information therein and with the disclosure included in this report under the heading “Management's Discussion and Analysis of Financial Condition and Results of Operations.”



	September 30, 2017			December 31, 2016
Cash and cash equivalents	$	2,811		$	4,805
Marketable securities	8,321			36,488

	For the Nine Months Ended September 30,
	2017			2016
Net income (loss) available to common shareholders, per diluted share	$	(0.07	)	$	0.01

Critical Accounting Policies

In our 2016 Form 10-K, we disclose critical accounting policies that require management to use significant judgment or that require significant estimates. Management regularly reviews the selection and application of our critical accounting policies. See Note 1 to the condensed consolidated financial statements for a discussion of certain significant accounting policies.

Results of Operations for the Three and Nine Month Periods Ended September 30, 2017 as Compared to September 30, 2016

Service Fee Income and Cost of Services

HCS delivers outsourced full-time and part-time employees primarily to Community Service Boards (“CSBs”), quasi state organizations that provide behavioral health services at facilities across Georgia including mental health services, developmental disabilities programs and substance abuse treatments. The State of Georgia has a total of 25 CSBs. Each CSB has a number of facilities, including crisis centers, outpatient centers and 24-hour group homes that require a broad range of employees, such as registered nurses, social workers, house parents and supervisors. The CSB market in Georgia is large and growing steadily, as the demand for the services provided by the CSBs continues to grow. In addition to providing outsourced employees to CSBs, HCS also provides healthcare outsourcing and staffing services to hospitals, schools and a variety of privately owned businesses. The services and positions provided to non CSB clients are similar to the ones provided to CSB clients. The service fee income and costs of services in the condensed consolidated statement of operations and comprehensive income (loss) for the nine month period ended September 30, 2017 are from the operations of HCS.

Future service fee income will be driven by the number customers and the volume of associates employed by the CSB and outsourced to HCS. Customer contracts typically establish a fixed markup on the pay rate for the associates, therefore cost of services will generally fluctuate consistently with fee income. HCS offers a health and welfare benefit plan to its associates. The cost of this benefit is passed through to customers plus a small markup to cover cost of administration.

General and Administrative

General and administrative expenses consist of salaries, office costs, legal and professional expenses and other customary costs of corporate administration. The large increase in these expenses results from the HCS Acquisition and the combination of HCS's expenses with those of Novation. For the three and nine months ended September 30, 2017, $1.4 million of the total general and administrative expenses were incurred by HCS. Corporate-level general and administrative expenses for the three and nine months ended September 30, 2017 were $1.5 million and $3.3 million, respectively. Corporate-level general and administrative expenses for the three and nine months ended September 30, 2016 were $0.7 million and $3.6 million,

Table of Contents

respectively. The costs associated with the HCS Acquisition was the primary reason for the increase in corporate-level general and administrative expenses.

The future amount of corporate-level general and administrative expenses will depend largely on corporate activities, professional fees associated with those activities and staffing needs based on the evolving business strategy. For HCS, the amount of these expenses will depend on business growth.

Interest Income – Mortgage Securities

Interest income on our mortgage securities decreased to approximately $2.5 million during the nine months ended September 30, 2017 compared to $3.6 million during the nine months ended September 30, 2016. Similarly, interest income on our mortgage securities decreased to approximately $0.7 million during the three months ended September 30, 2017 compared to $1.4 million during the three months ended September 30, 2016. Fluctuations in the interest income received from our mortgage portfolio are typically due to factors beyond the Company's control, such as the performance of the underlying loan collateral, prepayment speeds, interest rates, etc.

Other Income

The Company uses available cash to acquire various equity and fixed income securities as part of its strategy to generate taxable earnings. Other income consists primarily of the interest, dividend, and other income received from these securities. Fluctuations in the income received from these securities results from the timing of purchases/sales and amounts of dividends and interest paid. Subsequent to the HCS Acquisition, the Company has significantly less available funds to invest. Therefore, for the foreseeable future, income related to investments is expected to be significantly lower than has been demonstrated through September 30, 2017.



	For the Nine Months Ended September 30,				For the Three Months Ended September 30,
	2017		2016		2017			2016
Dividends and interest income	$	227	$	1,336	$	4		$	565
Gains on sales of investments	137		100		59			—
Other income (expense)	1		13		(4		)	(26		)

Total	$	365	$	1,449	$	59		$	539

Reorganization items, net

The Company has incurred significant costs associated with our reorganization and the Chapter 11 proceedings, which are being expensed as incurred. These costs decreased significantly during the third quarter of 2017 as a result of the completion of the Company's reorganization efforts. Reorganization items were $3.9 million and $0.9 million for the nine and three months ended September 30, 2017, respectively, including primarily professional fees. See Note 2 to the condensed consolidated financial statements.

Interest Expense

Interest expense increased period over period, with the Company incurring $2.8 million and $1.9 million during the nine months ended September 30, 2017 and 2016, respectively. Similarly, interest expense increased during the three month periods ended September 30, 2017 and 2016 at $0.8 million and $0.2 million, respectively. The increase is due to an increase in LIBOR, as the underlying obligations pay interest at a variable rate based on 3-month LIBOR. See "Liquidity and Capital Resources" below and Note 5 to the condensed consolidated financial statements for additional information regarding the Company's borrowings.

Income Tax Expense

Because of the Company's significant net operating losses and full valuation allowance, the income tax expense was not material for any period presented and is not expected to be material for the foreseeable future.

Liquidity and Capital Resources

Liquidity and Going Concern – During the nine months ended September 30, 2017, the Company incurred a net loss of $6.2 million and generated negative operating cashflow of $5.4 million. As of September 30, 2017, the Company had an overall shareholders deficit of $56.7 million. As of September 30, 2017, the Company had an aggregate of $2.8 million in cash and total liabilities of $96.7 million. Of the $2.8 million in cash, $1.3 million is held by the Company’s subsidiary NMLLC, which has filed a Chapter 11 plan of reorganization that remains subject to court approval. Therefore, this cash is not available to pay general creditors for any entity other than those of NMLLC. As of February 23, 2018, total cash has been reduced to $1.0 million, substantially all of which is NMLLC cash. The reduction in cash is due primarily to the payment of outstanding professional fees and other operating expenses. As of February 23, 2018, total liabilities are approximately $95.9 million and the upcoming interest payment on long-term debt is $1.0 million. These factors lead to substantial doubt about the Company's ability to continue as a going concern within one year after the date that these financial statements are issued.

Table of Contents

Overview of Cash Flow for the Nine Months Ended September 30, 2017

The following table provides a summary of our operating, investing and financing cash flows as taken from our condensed consolidated statements of cash flows for the nine months ended September 30, 2017 and 2016.



	For the Nine Months Ended September 30,
	2017			2016
Consolidated Statements of Cash Flows:
Cash used in operating activities	$	(5,434	)	$	(928	)
Cash flows provided by investing activities	3,510			12,863
Cash flows used in financing activities	(70		)	—

Operating Activities – The change in net cash flows from operating activities to $5.4 million during the nine months ended September 30, 2017 from a use of $0.9 million during the nine months ended September 30, 2016 was driven primarily by the Company's net loss and the payment of interest on the 2017 Notes and the Company's unpaid accounts payable and accrued expenses, primarily accrued professional fees.

Investing Activities – The increase in the net cash flows provided by investing activities is due primarily to proceeds from the sale of marketable securities less the investment by the Company in HCS.

Financing Activities – Cash flow used in financing activities includes the payments on the HCS long-term debt made since the acquisition.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not applicable.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this report, our executive chairman and our chief financial officer conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). Based on their evaluation of our disclosure controls and procedures, our executive chairman and chief financial officer, with the participation of the Company’s management, concluded that our disclosure controls and procedures were not effective as of September 30, 2017, to ensure that information required to be disclosed by the Company in the reports that we file or submit under the Exchange Act is (a) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (b) accumulated and communicated to management, including our principal executive officer and principal financial officer, as appropriate to allow for timely decisions regarding required disclosure.

Description of Material Weakness

As discussed in Management's Discussion and Analysis of Financial Condition and Results of Operations above and in Note 3 to our accompanying condensed consolidated financial statements, in July 2017, we acquired HCS, which now is our primary business activity. Prior to the acquisition, HCS was a privately-owned business with limited administrative and accounting resources, accounting software inappropriate for the size of the business and generally weak accounting processes, procedures and controls. Due to the lack of adequate processes, procedures and controls at HCS, management has concluded that the Company’s disclosure controls and procedures were not effective as of September 30, 2017.

Table of Contents

Remediation of Material Weakness

We are working to improve the processes, procedures and controls at HCS and remediate this material weakness. Since the acquisition of HCS in July 2017, we have implemented improvements in processes, procedures and controls and we will continue to do so. We are evaluating the accounting professionals at the Company and HCS and will determine if additional resources with relevant experience are needed. We will disclose in future periods the progress we have made in efforts to remediate this material weakness.

Changes in Internal Control Over Financial Reporting

As a result of the HCS acquisition and the generally weak controls at HCS discussed above, we determined that we have a material weakness in our disclosure controls and procedures. We are working to remediate this material weakness as discussed above.

It should be noted that any system of controls, however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the system will be met. In designing and operating a control system, one must consider the potential benefits of controls relative to their costs and the reality of limited resources available to allocate to control activities, particularly in smaller companies. In addition, the design of any control system is based in part upon certain assumptions about the likelihood of future events and there can be no assurance that any control will meet its objectives under all potential future conditions. Because of such inherent limitations in any control system, there can be no absolute assurance that control issues, misstatements, and/or fraud will be prevented or detected.

Table of Contents

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

The Company is a party to various legal proceedings. Except as set forth below, these proceedings are of an ordinary and

routine nature.

On May 21, 2008, a purported class action case was filed in the Supreme Court of the State of New York, New York County, by

the New Jersey Carpenters' Health Fund, on behalf of itself and all others similarly situated. Defendants in the case included

NovaStar Mortgage Funding Corporation (“NMFC”) and NovaStar Mortgage, Inc. ("NMI"), wholly-owned subsidiaries of the

Company, and NMFC's individual directors, several securitization trusts sponsored by the Company (“affiliated defendants”) and

several unaffiliated investment banks and credit rating agencies. The case was removed to the United States District Court for

the Southern District of New York. On June 16, 2009, the plaintiff filed an amended complaint. The plaintiff seeks monetary

damages, alleging that the defendants violated sections 11, 12 and 15 of the Securities Act of 1933, as amended, by making

allegedly false statements regarding mortgage loans that served as collateral for securities purchased by the plaintiff and the

purported class members. On August 31, 2009, the Company filed a motion to dismiss the plaintiff's claims, which the court

granted on March 31, 2011, with leave to amend. The plaintiff filed a second amended complaint on May 16, 2011, and the

Company again filed a motion to dismiss. On March 29, 2012, the court dismissed the plaintiff's second amended complaint with

prejudice and without leave to replead. The plaintiff filed an appeal. On March 1, 2013, the appellate court reversed the judgment

of the lower court, which had dismissed the case. Also, the appellate court vacated the judgment of the lower court which had

held that the plaintiff lacked standing, even as a class representative, to sue on behalf of investors in securities in which plaintiff

had not invested, and the appellate court remanded the case back to the lower court for further proceedings. On April 23, 2013

the plaintiff filed its memorandum with the lower court seeking a reconsideration of the earlier dismissal of plaintiff's claims as to

five offerings in which plaintiff was not invested, and on February 5, 2015 the lower court granted plaintiff's motion for

reconsideration and vacated its earlier dismissal. On March 8, 2017, the affiliated defendants and all other parties executed an

agreement to settle the action, with the contribution of the affiliated defendants to the settlement fund being paid by their

insurance carriers. The court certified a settlement class and granted preliminary approval to the settlement on May 10, 2017.

One member of the settlement class objected to the settlement and sought a stay of the final settlement approval hearing on the

ground that it did not receive notice of the settlement and had no opportunity to timely opt out of the class. After the court

rejected the motion for a stay, the objector filed an appeal and requested a stay of the district court proceedings pending

disposition of the appeal. The court of appeals denied the temporary stay of the district court proceedings pending a decision

On June 20, 2011, the National Credit Union Administration Board, as liquidating agent of U.S. Central Federal Credit Union,

filed an action against NMFC and numerous other defendants in the United States District Court for the District of Kansas,

claiming that the defendants issued or underwrote residential mortgage-backed securities pursuant to allegedly false or

misleading registration statements, prospectuses, and/or prospectus supplements. On August 24, 2012, the plaintiff filed an

amended complaint making essentially the same claims against NMFC. NMFC filed a motion to dismiss the amended complaint

which was denied on September 12, 2013. The defendants had claimed that the case should be dismissed based upon a statute

of limitations and sought an appeal of the court's denial of this defense. An interlocutory appeal of this issue was allowed, and on

August 27, 2013, the Tenth Circuit affirmed the lower court’s denial of defendants’ motion to dismiss the plaintiff’s claims as

being time barred; the appellate court held that the Extender Statute, 12 U.S.C. §1787(b)(14) applied to plaintiff’s claims. On

June 16, 2014, the United States Supreme Court granted a petition of NMFC and its co-defendants for certiorari, vacated the

ruling of the Tenth Circuit, and remanded the case back to that court for further consideration in light of the Supreme Court’s

decision in CTS Corp. v. Waldburger, 134 S. Ct. 2175 (2014). On August 19, 2014, the Tenth Circuit reaffirmed its prior decision,

and on October 2, 2014 the defendants filed a petition for writ of certiorari with the Supreme Court, which was denied. On March

22, 2016, NMFC filed motions for summary judgment, and plaintiff filed a motion for partial summary judgment. Those motions

remain pending. Given that plaintiff did not file a timely proof of claim in NMFC’s bankruptcy case, the Company believes it is

likely that the case will be dismissed. The Company believes that NMFC has meritorious defenses to the case and expects it to

defend the case vigorously in the event it proceeds.

On February 28, 2013 the Federal Housing Finance Agency, as conservator for the Federal Home Loan Mortgage Corporation

(Freddie Mac) and on behalf of the Trustee of the NovaStar Mortgage Funding Trust, Series 2007-1 (the “Trust”), a securitization

trust in which the Company retains a residual interest, filed a summons with notice in the Supreme Court of the State of New

York, County of New York against the Company and NMI. The notice provides that this is a breach of contract action with respect to certain, unspecified mortgage loans and defendant's failure to repurchase such loans under the applicable agreements. Plaintiff alleges that defendants, from the closing date of the transaction that created the Trust, were aware of the breach of the representations and warranties made and failed to notice and cure such breaches, and due to the failure of defendants to cure any breach, notice to defendants would have been futile. The summons with notice was not served until June 28, 2013. By letter dated June 24, 2013, the Trustee of the Trust forwarded a notice from Freddie Mac alleging breaches of representations and warranties with respect to 43 loans, as more fully set forth in included documentation. The 43 loans had an aggregate, original principal balance of about $6.5 million. On August 19, 2013, Deutsche Bank National Trust Company, as Trustee, filed a

Table of Contents

complaint identifying alleged breaches of representations and warranties with respect to seven loans that were included in the earlier list of 43 loans. Plaintiff also generally alleged a trust-wide breach of representations and warranties by defendants with respect to loans sold and transferred to the trust. Plaintiff seeks specific performance of repurchase obligations; compensatory, consequential, recessionary and equitable damages for breach of contract; specific performance and damages for anticipatory breach of contract; indemnification (indemnification against NMI only) and damages for breach of the implied covenant of good faith and fair dealing. On October 9, 2013, the Company and NMI filed a motion to dismiss plaintiff’s complaint. This motion to dismiss was withdrawn after plaintiff filed an amended complaint on January 28, 2014, and on March 4, 2014 the Company and NMI filed a motion to dismiss the amended complaint. By a Decision/Order dated November 30, 2017, the court granted in part and denied in part the motion to dismiss the amended complaint. The court dismissed all claims except for plaintiff’s claim for damages for breach of contract, to the extent that claim is based on the Company’s and NMI’s alleged failure to notify plaintiff of allegedly defective loans, and plaintiff’s claim for indemnification. The court denied the motion to dismiss these claims without prejudice to the Company’s and NMI’s right to file a new motion to dismiss in conformity with procedures to be established in coordinated proceedings before the court addressing similar claims against numerous defendants. Given the stage of the litigation, the Company cannot provide an estimate of the range of any loss. The Company believes that it has meritorious defenses to the case and expects to defend the case vigorously.

See the "Corporate Overview" section of the MD&A and Note 2 to the condensed consolidated financial statements for a description of the Company’s Chapter 11 proceedings.

Item 1A. Risk Factors

The following risk factors supplement those included in Part I, Item 1A. Risk Factors in our Annual Report on Form 10-K for the

year ended December 31, 2016, as filed with the SEC on October 26, 2017.

We may be unable to continue as a going concern.

The Company's limited available cash and other liquid assets, in light of its outstanding liabilities, leads to substantial doubt about the Company's ability to continue as a going concern within one year after the date that the financial statements included in this Quarterly Report on Form 10-Q are issued. Management is exploring its options to mitigate the conditions or events that raise substantial doubt. The Company is evaluating whether it can liquidate investments, raise capital or renegotiate terms of its borrowing arrangements in order to meet its financial obligations, but at this time no formal plans exist. As a result, we have not been able to alleviate the substantial doubt about our ability to continue as a going concern.

We found material weaknesses in our disclosure controls and procedures and concluded that our disclosure controls and

procedures were not effective as of September 30, 2017.

As disclosed in Part I, Item 4. Controls and Procedures of this Quarterly Report on Form 10-Q, our executive chairman and chief financial officer, with the participation of the Company’s management, concluded that our disclosure controls and procedures were not effective as of September 30, 2017 due to the lack of adequate processes, procedures and controls at HCS. Our failure to successfully remediate these material weaknesses could cause us to fail to meet our reporting obligations and to produce timely and reliable financial information. Additionally, such failure could cause investors to lose confidence in our public disclosures, which could have a negative impact on our stock price. For a discussion of these material weaknesses and our remediation efforts, please see Part I, Item 4. Controls and Procedures of this Quarterly Report on Form 10-Q.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

None.

Item 5. Other Information

None

Table of Contents

Item 6. Exhibits



Exhibit No.		Description of Document
2.1		Closing Agreement, dated as of July 27, 2017, by and among Novation Companies, Inc., Novation Holding, Inc., Healthcare Staffing, Inc. and Butler America, LLC.
10.1		Senior Secured Note Purchase Agreement, dated as of July 27, 2017, among Novation Companies, Inc., Novation Holding, Inc., Healthcare Staffing, Inc., Taberna Preferred Funding I, Ltd., Taberna Preferred Funding II, Ltd., Kodiak CDO I, Ltd., and Wilmington Savings Fund Society, FSB.
31.1		Principal Executive Officer Certification filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2		Principal Financial Officer Certification filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1		Principal Executive Officer Certification furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2		Principal Financial Officer Certification furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101		The following financial information from Novation Companies, Inc.'s Quarterly Report on Form 10-Q for the quarter ended September 30, 2017, formatted in XBRL (Extensible Business Reporting Language) includes: (i) Condensed Consolidated Balance Sheets as of September 30, 2017 and December 31, 2016, (ii) Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the three and nine months ended September 30, 2017 and 2016, (iii) Condensed Consolidated Statements of Shareholders' Deficit for the three and nine months ended September 30, 2017 and 2016, (iv) Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2017 and 2016, and (v) the Notes to Condensed Consolidated Financial Statements.

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



		NOVATION COMPANIES, INC.

DATE:	February 26, 2018	/s/ Jeffrey E. Eberwein
		Jeffrey E. Eberwein, Executive Chairman
		(Principal Executive Officer)

DATE:	February 26, 2018	/s/ Carolyn K. Campbell
		Carolyn K. Campbell, Chief Financial Officer
		(Principal Financial Officer)

NOVATION COMPANIES, INC. - FORM 10-Q - February 26, 2018

Attached files

NOVATION COMPANIES, INC. Reports