UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 

FORM 10-Q
xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended March 31,September 30, 2018

oTRANSITION 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 May 10,November 12, 2018 was 96,007,321.99,340,653.
 

 

NOVATION COMPANIES, INC.
FORM 10-Q
For the Quarterly Period Ended March 31,September 30, 2018
 


TABLE OF CONTENTS

Financial Information 
   
 
 
 
 
   
   
   
   
Other Information
   
   
   
   
   
   
   
   
 

PART I. FINANCIAL INFORMATION
Item 1.     Financial Statements
NOVATION COMPANIES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share amounts)
March 31, 2018 (unaudited) December 31,
2017
September 30, 2018 (unaudited) December 31,
2017
Assets      
Current assets      
Cash and cash equivalents$2,232
 $2,740
$2,200
 $2,740
Accounts and unbilled receivables5,825
 7,922
5,905
 7,922
Marketable securities8,455
 11,795
5,512
 11,795
Other458
 578
417
 578
Total current assets16,970
 23,035
14,034
 23,035
Non-current assets      
Goodwill8,205
 8,205
8,205
 8,205
Intangible assets, net7,874
 8,172
7,276
 8,172
Other313
 425
102
 425
Total non-current assets16,392
 16,802
15,583
 16,802
Total assets$33,362
 $39,837
$29,617
 $39,837
      
Liabilities and Shareholders' Deficit      
Current liabilities:      
Accounts payable and accrued expenses$590
 $1,645
Accrued compensation and benefits payable$3,421
 $4,213
3,183
 4,213
Borrowings under revolving line of credit2,162
 3,333
1,608
 3,333
Accrued interest payable1,104
 1,050
1,268
 1,050
Accrued professional fees payable461
 1,037
21
 1,037
Accrued claim settlements934
 
Other2,081
 1,650
35
 5
Total current liabilities9,229
 11,283
7,639
 11,283
      
Non-current liabilities:      
Long-term debt85,974
 86,050
85,971
 86,050
Accrued claim settlements553
 
Other
 386
580
 386
Total non-current liabilities85,974
 86,436
87,104
 86,436
Total liabilities95,203
 97,719
94,743
 97,719
      
Commitments and contingencies

 

   
Shareholders' deficit:      
Capital stock, $0.01 par value per share, 120,000,000 shares authorized:   
Common stock, 97,078,750 and 97,138,750 shares issued and outstanding, as of March 31, 2018 and December 31, 2017, respectively971
 971
Common stock, $.01 par value per share: 100,000,000 shares authorized 99,340,653 and 97,138,750 shares issued and outstanding, as of September 30, 2018 and December 31, 2017, respectively993
 971
Additional paid-in capital744,983
 744,937
745,059
 744,937
Accumulated deficit(815,801) (815,184)(816,219) (815,184)
Accumulated other comprehensive income8,006
 11,394
5,041
 11,394
Total shareholders' deficit(61,841) (57,882)(65,126) (57,882)
Total liabilities and shareholders' deficit$33,362
 $39,837
$29,617
 $39,837
      
See notes to condensed consolidated financial statements.

NOVATION COMPANIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSSINCOME (LOSS)

(unaudited; in thousands, except share and per share amounts)
 Three Months Ended March 31,
 2018 2017
Service fee income$13,220
 $
Costs and expenses:   
Cost of services11,725
 
General and administrative expenses2,261
 1,037
Operating loss(766) (1,037)
    
Interest income – mortgage securities462
 991
Other income1,014
 143
Reorganization items, net(139) (1,210)
Interest expense(1,203) (1,007)
    
Loss from continuing operations before income taxes(632) (2,120)
Income tax expense (benefit), continuing operations(15) 7
Net loss from continuing operations(617) (2,127)
Income from discontinued operations, net of income taxes
 1,020
Net loss(617) (1,107)
    
Other comprehensive loss:   
Gains realized upon the sale of securities(975) 
Unrealized loss on marketable securities – available-for-sale(2,413) (704)
Total other comprehensive loss(3,388) (704)
Total comprehensive loss$(4,005) $(1,811)
    
Earnings (loss) per share:   
Basic$(0.01) $(0.01)
Diluted$(0.01) $(0.01)
Weighted average shares outstanding:   
Basic93,232,402
 92,780,250
Diluted93,232,402
 92,780,250
See notes to condensed consolidated financial statements.


NOVATION COMPANIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ DEFICIT
(unaudited; in thousands)
 
Common
Stock
 
Additional
Paid-in
Capital
 
Accumulated
Deficit
 
Accumulated
Other
Comprehensive
Income
 
Total
Shareholders’
Deficit
Balance, December 31, 2017$971
 $744,937
 $(815,184) $11,394
 $(57,882)
Compensation recognized under stock compensation plans
 46
 
 
 46
Net loss
 
 (617) 
 (617)
Other comprehensive loss
 
 
 (3,388) (3,388)
Balance, March 31, 2018$971
 $744,983
 $(815,801) $8,006
 $(61,841)
          
Balance, December 31, 2016$928
 $744,873
 $(804,319) $9,319
 $(49,199)
Compensation recognized under stock compensation plans
 9
 
 
 9
Net loss
 
 (1,107) 
 (1,107)
Other comprehensive loss
 
 
 (704) (704)
Balance, March 31, 2017$928
 $744,882
 $(805,426) $8,615
 $(51,001)

 Nine Months Ended
September 30,
 Three Months Ended September 30,
 2018 2017 2018 2017
Service fee income$40,645
 $11,863
 $14,155
 $11,863
Costs and expenses:       
Cost of services35,672
 10,335
 12,180
 10,335
General and administrative expenses6,100
 4,672
 2,023
 2,880
Operating loss(1,127) (3,144) (48) (1,352)
        
Interest income – mortgage securities1,033
 2,544
 117
 725
Other income4,511
 365
 1,572
 59
Reorganization items, net(1,831) (3,958) (81) (902)
Interest expense(3,914) (2,848) (1,366) (763)
        
Income (loss) from continuing operations before income taxes(1,328) (7,041) 194
 (2,233)
Income tax expense (benefit), continuing operations(293) 14
 (360) 
Net income (loss) from continuing operations(1,035) (7,055) 554
 (2,233)
Income (loss) from discontinued operations, net of income taxes
 895
 
 (125)
Net income (loss)(1,035) (6,160) 554
 (2,358)
        
Other comprehensive loss:       
Gains realized upon the sale of securities(4,531) (137) (1,600) (58)
Unrealized loss on marketable securities – available-for-sale(1,822) (1,262) (21) (497)
Total other comprehensive loss(6,353) (1,399) (1,621) (555)
Total comprehensive loss$(7,388) $(7,559) $(1,067) $(2,913)
        
Earnings (loss) per share:       
Basic$(0.01) $(0.07) $0.01
 $(0.02)
Diluted$(0.01) $(0.07) $0.01
 $(0.02)
Weighted average shares outstanding:       
Basic93,690,389
 92,788,107
 94,229,244
 92,806,846
Diluted93,690,389
 92,788,107
 94,229,244
 92,806,846
See notes to condensed consolidated financial statements.


NOVATION COMPANIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited; in thousands)
Three Months Ended March 31,Nine Months Ended
September 30,
2018 20172018 2017
Cash flows from operating activities:      
Net loss$(617) $(1,107)$(1,035) $(6,160)
Net income from discontinued operations
 1,020

 895
Net loss from continuing operations(617) (2,127)(1,035) (7,055)
Adjustments to reconcile net loss to net cash used in operating activities:      
Amortization of intangible assets298
 
896
 198
Realized gain on sale of marketable securities(975) 
(4,531) (137)
Accretion of marketable securities(48) 39
(70) 58
Settlement claims1,487
 
Depreciation expense328
 37
Compensation recognized under stock compensation plans46
 9
144
 18
Changes in:   
Changes in operating assets and liabilities, net of acquisition:   
Accounts and unbilled receivables2,097
 
2,017
 177
Accounts payable and accrued expenses(1,055) (30)
Accrued professional fees payable(576) (67)(1,016) 2,889
Accrued compensation and benefits payable(792) (5)(1,030) (99)
Accrued interest payable54
 1,008
218
 (2,930)
Other current assets and liabilities, net551
 700
191
 285
Other noncurrent assets and liabilities, net(274) 28
189
 260
Net cash used in operating activities of continuing operations(236) (415)(3,267) (6,329)
Net cash provided by operating activities of discontinued operations
 998

 895
Net cash provided by (used in) operating activities(236) 583
Net cash used in operating activities(3,267) (5,434)
      
Cash flows from investing activities:      
Proceeds from sales and maturities of marketable securities975
 765
4,531
 26,847
Purchases of business, net of cash received
 (23,337)
Net cash provided by investing activities975
 765
4,531
 3,510
      
Cash flows from financing activities:      
Borrowings under revolving line of credit14,135
 
40,939
 
Repayments of borrowings under revolving line of credit(15,306) 
(42,664) 
Paydowns of long-term debt(76) 
(79) (70)
Net cash used in financing activities(1,247) 
(1,804) (70)
  
Cash and cash equivalents:      
Net increase (decrease)(508) 1,348
Net decrease(540) (1,994)
Beginning of period2,740
 5,000
2,740
 4,805
End of period$2,232
 $6,348
$2,200
 $2,811
   
Supplemental disclosure of cash flow information:      
Cash paid for:      
Interest$1,050
 $
$3,697
 $5,780
Reorganization items$639
 $1,244
$1,171
 $3,567
See notes to condensed consolidated financial statements.

 For the Nine Months Ended September 30,
 2018 2017
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

NOVATION COMPANIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
As of and for the period ended March 31,September 30, 2018 (unaudited)
    

Note 1. Condensed Consolidated Financial Statement Presentation

Description of Operations Novation Companies, Inc. and its subsidiaries (the “Company,” “Novation,” “we,” “us” or “us”"our"), 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”.

Management of the Company measures financial performance based on the results of the Company as a whole and not based on the performance of the Company's investments and HCS.

Liquidity and Going Concern – During the threenine months ended March 31,September 30, 2018, the Company incurred a net loss of $0.6$1.0 million and generated negative operating cash flow of $0.2$3.3 million. As of March 31,September 30, 2018, the Company had an overall shareholdersshareholders' deficit of $61.8$65.1 million, an aggregate of $2.2 million in cash and total liabilities of $95.2$94.7 million. Of the $2.2 million in cash, $0.9$0.7 million is held by the Company's subsidiary NovaStar Mortgage LLC ("NMLLC"). This cash is available only to pay general creditors and expenses of NMLLC. The Company also has a significant on-goingongoing obligation to pay interest under its senior notes agreement. In addition, in the first quarter of 2018 a significant customer substantially reduced the level of staff outsourced to HCS. However, an agreement with a new significant customer was signed during the second quarter of 2018, with the new customer starting in the second half of the third quarter.

During 2018, the Company executed trades to sell a portion of its overcollateralization mortgage securities. These sales generated $2.9$4.5 million in cash proceeds for the Company. These sales generated $975,000For the three and nine month periods ended September 30, 2018, the Company recorded $1.6 million and $4.5 million, respectively, in gains duringin other income in the quarter ended March 31, 2018Statements of Operations and $2.0 million in gains duringComprehensive Loss related to the second quartersale of 2018.these securities. Management believes that other mortgage securities may be sold on similar terms in the event additional cash proceeds are needed. In addition, through the date of this filing, HCS has demonstrated that it can provide positive cash flow sufficient to support HCS operations.

Management continues to work toward expanding HCS’s operations by building their customer base bybase. This includes increasing revenue from existing customers in the Community Service Boards (“CSBs”) market and also targeting new customers, thatwhich have not previously been served by HCS. In addition, management is exploring cost cutting initiatives that will reduce overall corporate overhead and operating costs. While our historical operating results and poor cash flow suggest substantial doubt exists related to the Company’s ability to continue as a going concern, management has concluded that the factors discussed above have alleviated the substantial doubt about the Company's ability to continue as a going concern within one year after the date that these condensed consolidated financial statements are issued.

The accompanying condensed consolidated financial statements have been prepared on a basis that assumes the Company will continue as a going concern and contemplates the continuity of operations, realization of assets and the satisfaction of liabilities and commitments in the normal course of business. However, we cannot provide assurance that revenue generated from our businesses will be sufficient to sustain our operations in the long term. Additionally, we cannot be certain that we will be successful at raising cash, whether from divesting of mortgage securities or other assets, or from equity or debt financing, on commercially reasonable terms, if at all. Such failures would have a material adverse effect on our business, including the possible cessation of operations.business.

Condensed Consolidated 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 condensed consolidated 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, impairments, 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 these 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.

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, 2017 (the "2017 Form 10-K").2017.


On January 1, 2018, the Company adopted new accounting guidance on revenue recognition prescribed by Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 606, Revenue from Contracts with Customers. We used the modified retrospective approach applied to those customer contracts that were not completed as of

January 1, 2018. Results for reporting periods beginning after January 1, 2018 are presented under the new guidance, while prior periods continue to be reported in accordance with previous accounting guidance. We determined that no cumulative effect adjustment to retained earningsaccumulated deficit was necessary upon adoption as there were no significant revenue recognition differences identified between the new and previous accounting guidance. Additional disclosures have been provided in accordance with the new guidance in Note 4.

In August 2018, the SEC adopted the final rule under SEC Release No. 33-10532, Disclosure Update and Simplification, amending certain disclosure requirements that were redundant, duplicative, overlapping, outdated or superseded. In addition, the amendments expanded the disclosure requirements on the analysis of stockholders' equity for interim financial statements. Under the amendments, an analysis of changes in each caption of stockholders' equity presented in the balance sheet must be provided in a note or separate statement. The analysis should present a reconciliation of the beginning balance to the ending balance of each period for which a statement of operations and comprehensive income (loss) is required to be filed. The Company anticipates its first presentation of year-to-date quarterly changes in shareholders' deficit will be included in its Form 10-Q for the quarter ending March 31, 2019.


Note 2. Reorganization

On July 20, 2016, (the "Bankruptcy Petition Date"), Novation and three of its subsidiaries, NMLLC, NovaStar Mortgage Funding Corporation ("NMFC") 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 as 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 and (ii) the restructuring of the Company’s then outstanding senior notes. The HCS Acquisition and the note restructuring were completed on July 27, 2017 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. 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. On April 11, 2018, the Bankruptcy Court confirmed NMLLC’s plan of reorganization. This plan allows NMLLC to exit bankruptcy, but prohibits the use of NMLLC assets for anything other than for the payment of NMLLC obligations. See Note 8 - Commitments and Contingencies for settlement information that was agreed to by NMLLC as part of its reorganization efforts. These obligations of approximately $1.5 million are captured below in the numbers reported for the nine months ended September 30, 2018.

We incurred significant costs associated with our reorganization and the Chapter 11 proceedings. These costs, which are being expensed as incurred, include (unaudited and in thousands):
Three Months Ended March 31,Nine months ended September 30, Three months ended September 30,
2018 20172018 2017 2018 2017
Professional fees$139
 $1,168
$(341) $(3,842) $(81) $(826)
Adjustments to other liabilities for claims made or rejected contracts
 33
(1,490) (87) 
 (68)
Other
 9

 (29) 
 (8)
Reorganization items, net$139
 $1,210
$(1,831) $(3,958) $(81)
$(902)

Note 3. Acquisition and DivestitureAcquisitions

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 ("Butler"), the former 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 was 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 HSC 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.HCS. 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, entered into on the same date, as a result of which HCS became a wholly-owned subsidiary of NHI.

We have made claims against Butler for a working capital adjustment, indemnification and other reimbursements and payments under the terms of the HCS Purchase Agreement and are in discussions with Butler regarding these claims. As of the date of this

filing, the claims are unresolved and the Company has not recorded any amounts for these claims in the condensed consolidated financial statements.

HCS’s results are included in our 2018 year to date condensed consolidated statement of operations and comprehensive loss for the first quarter of 2018.loss. The following unaudited pro forma financial information for the three and nine months ended March 31,September 30, 2017 presents the combined results of HCS and Novation as if the HCS Acquisition had occurred on January 1, 2017 (in thousands except the per share amounts). 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.

Nine Months Ended September 30, 2017 Three Months Ended September 30, 2017
   
Service fee income$15,316
$47,143
 $18,312
Loss from continuing operations$(1,641)
Loss from continuing operations before taxes$(5,162) $(1,095)
Net loss$(628)$(4,281) $(1,220)
    
Basic and diluted earnings per share:    
Net loss from continuing operations$(0.02)$(0.06) $(0.01)
Net loss$(0.01)$(0.05) $(0.01)

Included in general and administrative expenses during the threenine months ended March 31,September 30, 2017 are approximately $0.2$1.2 million in fees associated with the HCS Acquisition.

Sale of Corvisa Services, LLCSubject 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 ("Corvisa") and ShoreTel, Inc. ("ShoreTel"), ShoreTel agreed to purchase 100% of the membership interests of Corvisa, 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 2017.

The assets and liabilities of discontinued operations are not material.

Note 4. Revenue; Accounts and Unbilled Receivables

Staffing services include the augmentation of customers' workforce with our contingent employees performing services under the customer's supervision, which provides our customers with a source of flexible labor at a competitive cost. Customer contracts are typically annual contracts but may be terminated upon 60 days' notice for any reason.

The Company recognizes revenue when control of the promised services is transferred to customers and for the amount that reflects the consideration we are entitled to receive in exchange for those services. Furthermore, revenue is recognized over time based on a fixed amount for each hour of staffing service provided as our customers benefit from our services and as we provide them.

Performance Obligations — A performance obligation is a promise in a contract to transfer a distinct good or service to the customer. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. The Company’s customer contracts have a single performance obligation to transfer the individual goods or services, and it is not separately identifiable from other promises in the contracts and is, therefore, not distinct. Performance obligations are satisfied at the point in time the HCS employees work on behalf of the customer. Contract costs include compensation, benefits and overhead when appropriate. Because of the nature of the contracts and the fact that revenue is earned at the time the employee works for the customer, no contract estimates are necessary.

Contract Balances — The timing of revenue recognition, billings and cash collections results in accounts receivable and unbilled receivables (the "contract assets""Contract Assets"). The Company bills customers generally every other week based on the work performed during the two-week period ended the week prior to billing. Generally, billing occurs after revenue recognition, resulting in contract assets.Contract Assets. The Company does not receive advances or deposits from its customers.

Disaggregation of Revenue — All revenue is generated from customers that provide healthcare services in Georgia. The following is a disaggregation of the Company’s revenue, unaudited, in thousands, into categories that best depict how the nature, amount, timing, and uncertainty of revenues and cash flows are affected by economic factors.

 Three Months Ended
March 31, 2018
 Nine Months Ended September 30, 2018 Three Months Ended September 30, 2018
 (unaudited) (unaudited) (unaudited)
Type of Customer         
Community Service Board $12,744
96.4%
CSB $39,210
96.5% $13,673
96.6%
Other 476
3.6% 1,435
3.5% 482
3.4%
         
 $13,220
100% $40,645
100% $14,155
100%

Accounts and unbilled receivables are summarized as follows, in thousands:

 March 31, 2018 (unaudited) December 31, 2017 September 30, 2018 (unaudited) December 31, 2017
Accounts receivable $3,791
 $5,418
 $3,585
 $5,418
Unbilled receivables (contract assets) 2,034
 2,504
Unbilled receivables (Contract Assets) 2,320
 2,504
        
 $5,825
 $7,922
 $5,905
 $7,922

As of March 31,September 30, 2018 and December 31, 2017, management has determined no allowance for doubtful accounts is necessary. During the threenine months ended March 31,September 30, 2018, 34%35.2% of service fee income was generategenerated from 2two customers. As of March 31,September 30, 2018, of accounts and unbilled receivables, 43%56.6% was due from threefour customers and 92%95% was due from 14 Community Service Board15 CSB customers.

Note 5. Marketable Securities

The Company's portfolio of available-for-sale securities includes (in thousands):
  Gross Unrealized Estimated Fair Value  Gross Unrealized Estimated Fair Value
Amortized Cost Gains Losses Amortized Cost Gains Losses 
As of March 31, 2018 (unaudited) 
As of September 30, 2018 (unaudited)As of September 30, 2018 (unaudited) 
Marketable securities, current              
Mortgage securities$446
 $8,008
 $
 $8,454
$469
 $5,041
 $
 $5,510
Equity securities1
 
 
 1
2
 
 
 2
Total$447
 $8,008
 $
 $8,455
$471
 $5,041
 $
 $5,512
              
As of December 31, 2017As of December 31, 2017 As of December 31, 2017 
Marketable securities, current              
Mortgage securities$400
 $11,394
 $
 $11,794
$400
 $11,394
 $
 $11,794
Equity securities1
 
 
 1
1
 
 
 1
Total$401
 $11,394
 $
 $11,795
$401
 $11,394
 $
 $11,795

Prior to 2017, 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 March 31,September 30, 2018 and December 31, 2017, these mortgage securities consisted entirely of the Company's investment in the interest-only and overcollateralization bonds issued by securitization trusts sponsored by the Company. Maturities of these retained mortgage securities depend on repayment characteristics, performance and other experience of the underlying financial instruments. See Note 9 for details on the Company's fair value methodology.

During 2018, the Company sold a portion of twothree of its overcollateralization bonds.bonds and one interest-only bond. These sales generated gains of $975,000$1.6 million and $4.5 million during the three and nine months ended March 31,September 30, 2018, and separately $2.0 million subsequent to March 31, 2018.respectively. There were no other-than-temporary impairments relating to available-for-sale securities for the three and nine months ended March 31,September 30, 2018.

The following provides a summary of and aggregate information for the securitizations trusts and retained mortgage securities where the Company retained an interest in the assets issued by the securitization trust (in thousands):

 Size/Principal Outstanding (A) Assets on Balance Sheet Liabilities on Balance Sheet Maximum Exposure to Loss Year to Date Loss on Sale Year to Date Cash Flows Size/Principal Outstanding (A) Assets on Balance Sheet Liabilities on Balance Sheet Maximum Exposure to Loss Year to Date Loss on Sale Year to Date Cash Flows
March 31, 2018(unaudited)$157,607
 $8,454
 $
 $8,454
 $
 $416
September 30, 2018(unaudited)$2,560,801
 $5,510
 $
 $5,510
 $
 $964
December 31, 2017December 31, 2017166,686
 11,794
 
 11,794
 
 3,193
December 31, 20172,714,823
 11,794
 
 11,794
 
 3,193
(A)Size/Principal Outstanding is the aggregate principal of the underlying mortgage loans held by the securitization trusts for those assets on the Company's balance sheet.

As part of the mortgage securitization process, the Company owned the mortgage servicing rights on the mortgage loans in each securitization deal. These servicing rights were sold to a third party on October 12, 2007 as documented in the Servicing Rights Transfer Agreement by and between Saxon Mortgage Services as purchases and NovaStar Mortgage, Inc. as seller, which was discussed in the Company's third quarter 2007 report on Form 10-Q. As part of this transaction, the Company retained the clean-up call rights for most of the securitization deals.
 
Note 6. Goodwill and Intangible Assets
 September 30, 2018 (unaudited) December 31, 2017
 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount
Indefinite-lived assets (in thousands)
Goodwill$8,205
 $
 $8,205
 $8,205
 $
 $8,205
Tradenames1,147
 
 1,147
 1,147
 
 1,147
 $9,352
 $
 $9,352
 $9,352
 $
 $9,352
            
Finite-lived assets (in thousands)
Customer relationships$6,895
 $1,149
 $5,746
 $6,895
 $410
 $6,485
Non-compete agreement627
 244
 383
 627
 87
 540
 $7,522
 $1,393
 $6,129
 $7,522
 $497
 $7,025

 March 31, 2018 (unaudited) December 31, 2017
 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount
Indefinite-lived assets (in thousands)
Goodwill$8,205
 $
 $8,205
 $8,205
 $
 $8,205
Tradenames1,147
 
 1,147
 1,147
 
 1,147
 $9,352
 $
 $9,352
 $9,352
 $
 $9,352
            
Finite-lived assets (in thousands)
Customer relationships$6,895
 $656
 $6,239
 $6,895
 $410
 $6,485
Non-compete agreement627
 139
 488
 627
 87
 540
 $7,522
 $795
 $6,727
 $7,522
 $497
 $7,025
Amortization expense (unaudited, in thousands)  
Three months ended March 31, 2018$298
Nine months ended September 30, 2018$896
Estimated future amortization expense (unaudited, in thousands)
2018$896
$300
20191,194
1,194
20201,107
1,107
2021985
985
2022985
985
Thereafter1,560
1,558
Total estimated amortization expense$6,727
$6,129

Note 7. Borrowings

Revolving Credit Agreement — As of March 31,September 30, 2018 and December 31, 2017, HCS had $2.2$1.6 million and $3.3 million, respectively, outstanding under a Revolving Credit and Security Agreement (the “FNCC“White Oak Credit Agreement”) between HCS and White Oak Global Advisors, LLC ("White Oak'). The credit agreement was originally with Federal National Payables, Inc. (d/b/a Federal National Commercial Credit) (“FNCC”) providing, which White Oak acquired in February 2018. White Oak provides HCS with a line of credit of up to $5.0 million. Availability under the FNCC Credit Agreement ismillion with availability based on a formula tied to HCS’s eligible accounts receivable. Borrowings,receivable and borrowings under the FNCC Credit Agreement bearbearing interest at the prime rate plus 1.25%. The FNCCWhite Oak Credit Agreement also provides for customary origination and collateral monitoring fees payable to FNCCWhite Oak during its term. The initial term of the FNCCWhite Oak Credit Agreement expires on November 17, 2018 but it will be renewed automatically for consecutive one-year terms thereafter unlessand HCS is engaged in discussions with White Oak regarding an extension of the FNCCWhite Oak Credit Agreement is terminated pursuant to its terms.Agreement. The obligations of HCS under the FNCCWhite Oak Credit Agreement are secured by HCS’s inventory and accounts receivable. The FNCCWhite Oak Credit Agreement contains customary representations, warranties and affirmative and negative covenants, including but not limited to financial covenants. The FNCCWhite Oak 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, FNCCWhite Oak may, among other remedies, accelerate payment of all obligations under the FNCCWhite Oak Credit Agreement. In connection with the FNCCWhite Oak Credit Agreement, the Company executed a guaranty in favor of FNCCWhite Oak guaranteeing all of HCS’s obligations under the FNCCWhite Oak Credit Agreement.

2017 Notes and Note Refinancing — The Company has $85.9 million in aggregate borrowings outstanding under three senior secured promissory notes (the "2017 Notes"). The unpaid principal amounts of the 2017 Notes bear interest at 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, as defined below. 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 2017 Notes were entered into on July 27, 2017 as a result of a refinancing of the Company's then outstanding senior notes with the same aggregate principal amount. The refinancing was completed through the execution of the 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 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 $0.4$0.2 million and $0.7 million as of March 31,September 30, 2018 and December 31, 2017, respectively, of which $0.2 million and $0.4 million wasare current and is included in other current liabilities as of March 31,September 30, 2018 and December 31, 2017.

Note 8. 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”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 defectsDefects 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 condensed consolidated financial statements.

Pending Litigation — The Company is a party to various legal proceedings. Except as set forth below, theseInformation regarding certain material legal proceedings are of an ordinary and routine nature.is provided below. 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. See Note 2 for a description of the impact of the Company's Chapter 11 case on these proceedings.

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”)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”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, plaintiff filed an amended complaint. 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 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. 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 plaintiff's second amended complaint with prejudice and without leave to replead. Plaintiff filed an appeal in the United

States Court of Appeals for the Second Circuit (the "Appellate Court"). 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 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 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 defendantsAffiliated Defendants and all other parties executed an agreement to settle the action, with the contribution of the affiliated defendantsAffiliated 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 court proceedings pending disposition of the appeal. The Appellate Court denied the temporary stay of the court proceedings pending a decision on the objector’s request for a stay. On October 19, 2018, the Appellate Court issued a summary order dismissing the appeal as moot and vacating the District Court order. Assuming the settlement is approved and completed, which is expected, the Company will incur no loss. The Company believes that the affiliated defendantsAffiliated 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 claimed 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 United States Court of Appeals for the Tenth Circuit (the "Tenth Circuit") affirmed the lower court’s denial of defendants’ motion to dismiss the plaintiff’s claims as being time barred; the Tenth Circuit 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 (the "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 purportedly 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, New York County against the Company and NMI. The notice provides that this is a breach of contract action with respect to certain, unspecified mortgage loans and defendants’ 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 give notice of 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, recessionaryrescissory 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. Briefing of the indemnification issue was completed.

The parties have reached a settlement of this matter, subject to court approval. On October 25, 2018, the court entered an order approving the settlement. Pursuant to the terms of the settlement agreement, once that order becomes final and non-

appealable (i.e., after the time to appeal expires without an appeal being filed or upon the favorable resolution of any appeals), the Trustee is complete,to file a motion with the court seeking an order discontinuing the lawsuit. This settlement includes an upfront payment of $0.3 million with equal quarterly installments over three years, which total an additional $0.3 million. Based on the probability of all contingencies associated with the settlement being satisfied, the Company has recorded an expense in the Reorganization Items, net expense line item of the income statement and the oral argument is yetshort and long-term liability totals in the applicable Accrued Settlement Claims lines per the balance sheet.
DB Structured Products, Inc., Deutsche Bank AG, Deutsche Bank National Trust Company, Deutsche Bank Securities Inc., Greenwich Capital Derivatives, Inc., RBS Acceptance Inc., RBS Financial Products Inc., RBS Securities Inc., The Royal Bank of Scotland PLC, Wachovia Investment Holdings, LLC, Wells Fargo & Company, Wells Fargo Advisors, LLC, Wells Fargo Bank, N.A. and Wells Fargo Securities, LLC (collectively, the “Indemnity Claimants”) filed proofs of claim in the Company’s bankruptcy case asserting the right to be scheduled. Givenindemnified by the stageCompany for, and/or to receive contribution from the company in respect of, certain liabilities incurred as a result of their roles in the issuance of residential mortgage-backed securities sponsored by the Company. The Company filed an objection in the bankruptcy case seeking to disallow and expunge the Indemnity Claimants’ proofs of claim. The Indemnity Claimants’ claims were not discharged by the confirmation of the litigation,Company’s plan of reorganization, and the bankruptcy court has not ruled on the Company’s objection to those claims.

The parties have reached a settlement in this matter, subject to court approval. This settlement includes an upfront payment of $0.5 million with equal quarterly installments over three years, which total an additional $0.4 million. Based on the probability of this settlement receiving court approval, the Company cannot providehas recorded an estimateexpense in the Reorganization Items, net expense line item of the range of any loss. The Company believes that it has meritorious defenses toincome statement and the caseshort and expects to defendlong-term liability totals in the case vigorously.applicable Accrued Settlement Claims lines per the balance sheet.


Note 9. 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, other than Level 1 prices, such as quoted interest or currency exchange rates, 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 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)
 Fair Value 
Quoted Prices in Active Markets for Identical Assets
(Level 1)
 
Significant Other Observable Inputs
(Level 2)
 
Significant Unobservable Inputs
(Level 3)
Marketable securities, current:                
March 31, 2018 (unaudited) $8,455
 $1
 $
 $8,454
September 30, 2018 (unaudited) $5,512
 $2
 $5,510
 $
December 31, 2017 $11,795
 $1
 $
 $11,794
 $11,795
 $1
 $
 $11,794

See Note 5 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.

ToFor periods prior to June 30, 2018, retained mortgage-backed securities were valued at each reporting date using significant unobservable inputs (Level 3) by discounting the extent observable inputs are not available, asexpected cash flows. An independent valuation specialist was engaged to assist management in estimating cash flows and values for the Company's mortgage securities. It is the case withCompany's responsibility for the Company's retained mortgageoverall resulting valuation.


During 2018, the Company engaged a broker to market and sell the interest-only and overcollateralization bonds. Through this broker and the subsequent sale of portions of these securities, the Company
estimates fair value using present value techniques and generally does not have the option to choose other valuation methods
determined that a market of buyers exists for these securities. As a result, in the second quarter of 2018, the Company reassessed the previous valuation methodology and changed the valuation methodology from a discounted cash flow approach to a market-based approach. The methods and processes usedCompany determined the market for these securities is not an active market with quotes available to estimate the fair valueparticipants, but is instead based on quotes 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.similar investments. As a result, these investments now qualify as Level 2 investments for reporting purposes.

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 — Mortgage securities include investments that were retained during the Company's lending and securitization process, conducted prior to 2017. For the retained mortgage securities, the Company maintains the right to receive excess interest and other cash flow 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. AsThe balance of March 31, 2018, the aggregate overcollateralization for these securities retained by the Company on September 30, 2018, was approximately $23.1$18.3 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.

As discussed in Notes 1 and 5, the Company sold a portion of its retained mortgage securities during 2018. The Company evaluated the market conditions and other factors existing at the time of the sale and determined that conditions were substantially the same as of the sale date and March 31, 2018 and December 31, 2017. Therefore, as of December 31, 2017 and March 31,For periods prior to June 30, 2018, the Company valued these securities at the price at which the securities were sold. However, the Company determined that it could not extrapolate that price to the other retained mortgage securities because the underlying assets and their performance are not substantially similar to that of the security that was sold. Therefore, the other mortgage securities have been valued as discussed below.

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. The significant unobservable inputs used in preparing the fair value estimates are:
 March 31, 2018 (unaudited) December 31, 2017
Weighted average:   
Loss severity63.7% 62.1%
Default rate2.3% 2.0%
Prepayment speed15.3% 13.5%
Servicer's optional redemption dateNone
 None
December 31, 2017
Weighted average:
Loss severity62.1%
Default rate2.0%
Prepayment speed13.5%
Servicer's optional redemption dateNone

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) (unaudited, in thousands):

Three Months Ended March 31,Nine Months Ended September 30,
2018 20172018 2017
Balance, beginning of period$11,794
 $9,791
$11,794
 $9,791
Increases (decreases) to mortgage securities – available-for-sale:      
Accretion48
 86
151
 258
Proceeds from paydowns of securities (A)
 (116)(93) (310)
Gains realized upon sale of mortgage securities(975) 
(2,931) 
Market value adjustment(B)(2,413) (751)(1,801) (1,419)
Net decrease to mortgage securities – available-for-sale(3,340) (781)
Securities transferred from Level 3 to Level 2(7,120) 
Net decrease to level 3 mortgage securities – available-for-sale(11,794) (1,471)
Balance, end of period$8,454
 $9,010
$
 $8,320

(A) Cash received on mortgage securities with no cost basis was $0.3$0.8 million and $0.9$2.3 million for the threenine months ended March 31,September 30, 2018 and 2017, respectively.
(B) The market value decrease shown is based on the normal decline in the security values based on the reduction of future cash flows over time.

The following table provides the estimated fair value of financial instruments and 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.


The estimated fair values of the Company's financial instruments are (in thousands): 
March 31, 2018 (unaudited) December 31, 2017September 30, 2018 (unaudited) December 31, 2017
Carrying Value Fair Value Carrying Value Fair ValueCarrying Value Fair Value Carrying Value Fair Value
Financial assets:              
Marketable securities$8,455

$8,455
 $11,795
 $11,795
$5,512

$5,512
 $11,795
 $11,795
Financial liabilities:              
Senior notes$85,938

$24,515
 $85,938
 $23,018
$85,938

$26,018
 $85,938
 $23,018

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 2 methodologies for the marketable securities, such as bids from buyers on the securities. The senior notes utilize 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. The other debt balances, from the revolving credit agreement and property financing, are recorded in the condensed and consolidated balance sheet at an amount which approximates their fair value. No assets or liabilities have been transferred between levels during any period presented. As disclosed above, the value of the marketable securities transferred from a Level 3 methodology as of December 31, 2017 to a Level 2 methodology for the second quarter of 2018.

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 10. Income Taxes

Prior to 2017, 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 March 31,September 30, 2018 and December 31, 2017, the Company maintained a full valuation allowance against its net deferred tax assets of $162.9$164.5 million and $162.7 million, respectively. For the three and nine month periods ended September 30, 2018, an income tax benefit was booked due to the reversal of select components of the Company's uncertain tax positions. 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 income tax expense (benefit) is not material for any period presented.

As of March 31,September 30, 2018, the Company had a federal NOL of approximately $692.0$693.2 million, including $307.3 million in losses on
mortgage securities that have not been recognized for income tax purposes. The federal NOL may be carried forward to offset
future taxable income, subject to applicable provisions of the Internal Revenue Code (the "Code").Code. If not used, these NOLs will
expire in years 2025 through 2037. The Company has state NOL carryforwards arising from both combined and separate filings
from as early as 2004. The state NOL carryforwards may expire as early as 2017 and as late as 2037.

As of March 31,September 30, 2018 and December 31, 2017, the total gross amount of unrecognized tax benefits was $13 thousand and $0.4 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.
 

Note 11. LossEarnings (Loss) Per Share

Basic lossearnings (loss) per share is computed by dividing net earnings (loss) available to common shareholders by the weighted average number of shares of common stock outstanding during the period. Diluted earnings (loss) per share include the effect of conversions of stock options and nonvested shares.
 Three Months Ended
March 31,
For the Nine Months Ended September 30, For the Three Months Ended September 30,
 (unaudited)(unaudited) (unaudited)
 2018 20172018 2017 2018 2017
Numerator, in thousands:           
Net loss from continuing operations $(617) $(2,127)
Net income from discontinued operations 
 1,020
Net loss available to common shareholders $(617) $(1,107)
Net income (loss) from continuing operations$(1,035) $(7,055) $554
 $(2,233)
Net income (loss) from discontinued operations
 895
 
 (125)
Net income (loss) available to common shareholders$(1,035) $(6,160) $554
 $(2,358)
           
Denominator:           
Weighted average common shares outstanding – basic 93,232,402
 92,780,250
93,690,389
 92,788,107
 94,229,244
 92,806,846
           
Weighted average common shares outstanding – dilutive:           
Weighted average common shares outstanding – basic 93,232,402
 92,780,250
93,690,389
 92,788,107
 94,229,244
 92,806,846
Stock options 
 

 
 
 
Nonvested shares 
 

 
 
 
Weighted average common shares outstanding – dilutive 93,232,402
 92,780,250
93,690,389
 92,788,107
 94,229,244
 92,806,846
           
Basic earnings (loss) per share:           
Net loss from continuing operations $(0.01) $(0.02)
Net income (loss) from continuing operations$(0.01) (0.08) $0.01
 $(0.02)
Net income from discontinued operations 
 0.01

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

 0.01
 
 
Net loss available to common shareholders $(0.01) $(0.01)
Net income (loss) available to common shareholders$(0.01) $(0.07) $0.01
 $(0.02)


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.
Three Months Ended
March 31,
Nine Months Ended September 30, Three Months Ended September 30,
(unaudited)(unaudited) (unaudited)
2018 20172018 2017 2018 2017
Number of stock options72
 2,394
72
 1,869
 72
 1,869
Weighted average exercise price of stock options$1.17
 $0.81
$1.17
 $0.89
 $1.17
 $0.89

There have been no options granted during 2017 or 2018. As of March 31,September 30, 2018 and December 31, 2017, the Company had 2.84.6 million and 4.32.8 million nonvested shares outstanding, respectively. These shares, on weighted-average basis, are not included in the calculation of earnings (loss) per share as they are anti-dilutive.

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, 2017 (the "2017 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 (as discussed in Note 3 to the condensed consolidated financial statements), 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”), NovationSee Note 2 and three of its subsidiaries, NovaStar Mortgage LLC (“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 (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. On April 11, 2018 the Bankruptcy Court confirmed NMLLC’s plan of reorganization. This plan allows NMLLC to exit bankruptcy, but prohibits the use of NMLLC assets for anything other than for the payment of NMLLC obligations.

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 37 to the condensed consolidated financial statements for additional information regarding the HCS Acquisition. The operationsa discussion of HCS are the Company’s primary operations.

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 NHIour emergence from bankruptcy 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 Companynote refinancing, respectively, which both occurred in the same aggregate principal amount (collectively, the “2017 Notes”) on the terms and conditions set forth therein. The unpaid principal amountsthird quarter 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 7 to the condensed consolidated financial statements for additional information regarding the Note Refinancing.2017.

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.”

March 31, 2018 (unaudited) December 31, 2017September 30, 2018 (unaudited) December 31, 2017
Cash and cash equivalents$2,232
 $2,740
$2,200
 $2,740
Marketable securities$8,455
 $11,795
$5,512
 $11,795
      
Three months ended March 31,For the Nine Months Ended September 30,
(unaudited)(unaudited)
2018 20172018 2017
Net loss per diluted share$(0.01) $(0.01)$(0.01) $(0.07)

Critical Accounting Policies
In our 2017 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 significant accounting policies.

Results of Operations for the Three Periodand Nine Month Periods Ended March 31,September 30, 2018 as Compared to March 31,September 30, 2017

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 lossincome (loss) for the three and nine months ended March 31,September 30, 2018 are from the operations of HCS.

Future service fee income will be driven by the number of customers and the volume of associates employed by the CSBs 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.

During first quarter of 2018 a significant customer substantially reduced the level of staff outsourced to HCS. However, an agreement with a new significant customer was signed during the second quarter of 2018, and the new customer started in September 2018. Management believes this new customer will assist in replacing a portion, but not recoup the entire amount of the lost revenue noted above.

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 March 31,September 30, 2018, $1.6$1.4 million and $4.3 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 March 31,September 30, 2018 and 2017 were $0.7$0.6 million and $1.0$1.8 million, respectively.respectively, compared to $1.5 million and $3.3 million for the three and nine months ended September 30, 2017. The decrease in corporate level expenses results from a reduction in staffing, professional fees and other costs of administration asadministration. In addition, the Company continues to focus onexplore options regarding cost containment. These costs are expected to continue to decline.

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 $0.5$1.0 million during the nine months ended September 30, 2018 compared to $2.5 million during the nine months ended September 30, 2017. Similarly, interest income on our mortgage securities decreased to approximately $0.1 million during the three months ended March 31,September 30, 2018 compared to $1.0$0.7 million during the three months ended March 31,September 30, 2017. 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, dividends, 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. Other income also includes gains and losses on sales of securities. See Note 5 to the condensed consolidated financial statements.
 Three Months Ended
March 31,
Nine Months Ended
September 30,
 Three Months Ended
September 30,
 2018 20172018 2017 2018 2017
Gains on sales of investments $975
 $
$4,531
 $137
 $1,600
 $58
Dividends and interest income 4
 141
10
 227
 2
 4
Other income 35
 2
Other income (expense)(30) 1
 (30) (4)
   
      
Total $1,014
 $143
$4,511
 $365
 $1,572
 $58

Reorganization Items, Net
The Company has incurred significant costs associated with our reorganization and the Chapter 11 proceedings, which primarily consisconsists of legal fees, and are being expensed as incurred. These costs have decreased significantly as a result of the completion of the Company's reorganization efforts. See Note 2 to the condensed consolidated financial statements. In addition, see Note 8 to the condensed consolidated financial statements regarding reorganization settlement expenses recorded during the second quarter of 2018.

Interest Expense
Interest expense increased period over period, with the Company incurring $1.2$3.9 million and $1.0$2.8 million during the threenine months ended March 31,September 30, 2018 and 2017, 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 7 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 – DuringConcern.

See Note 1, Condensed Consolidated Financial Statement Presentation and Note 8, Commitments and Contingencies. In addition, under the three months ended March 31, 2018,terms of the Senior Secured Note Purchase Agreement (the “Note Purchase Agreement”), signed when the Company incurredexited bankruptcy on July 27, 2017 and previously filed with the SEC, Novation is required to meet certain financial covenants on a trailing four quarter basis.  The Note Purchase Agreement excludes extraordinary costs for the purposes of calculating net lossincome.  In our recent filings we have detailed many of $0.6 million and generated negative operating cash flow of $0.2 million.these extraordinary costs.  As of March 31,September 30, 2018, Novation was in compliance with the Company had an overall shareholders deficit of $61.8 million, and aggregate of $2.2 million in cash and total liabilities of $95.2 million. Of the $2.2 million in cash, $0.9 million is heldfinancial covenants required by the Company's subsidiary NMLLC. This cash is available only to pay general creditors of NMLLC. The Company also has a significant on-going obligation to pay interest under its senior notes agreement. In addition, during the first quarter of 2018 a significant customer substantially reduced the level of staff outsourced to HCS.

During 2018, the Company executed trades to sell a portion of its overcollateralization mortgage securities. These sales generated $2.9 million in cash proceeds for the Company. These sales generated $975,000 in gains during the quarter ended March 31, 2018 and $1.9 million in gains during the second quarter of 2018. Management believes that other mortgage securities may be sold on similar terms in the event additional cash proceeds are needed. In addition, through the date of this filing, HCS has demonstrated that it can provide positive cash flow sufficient to support HCS operations. Management continues to work toward expanding HCS’s customer base by increasing revenue from existing customers and targeting new customers that have not previously been served by HCS. In addition, management is exploring cost cutting initiatives that will reduce overall corporate overhead and operating costs. While our historical operating results and poor cash flow suggest substantial doubt exists related to the Company’s ability to continue as a going concern, management has concluded that the factors discussed above have alleviated the substantial doubt about the Company's ability to continue as a going concern for at least one year after these condensed consolidated financial statements are issued.

The Company's condensed consolidated financial statements have been prepared on a basis that assumes the Company will continue as a going concern and contemplates the continuity of operations, realization of assets and the satisfaction of liabilities and commitments in the normal course of business. However, we cannot provide assurance that revenue generated from our

businesses will be sufficient to sustain our operations in the long term. Additionally, we cannot be certain that we will be successful at raising additional cash, whether from divesting of mortgage securities or other assets, or from equity or debt financing, on commercially reasonable terms, if at all. Such failures would have a material adverse effect on our business, including the possible cessation of operations.Agreement.

Overview of Cash Flow for the three months ended March 31,Nine Months Ended September 30, 2018

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 threenine months ended March 31,September 30, 2018 and 2017 (in thousands).
Three Months Ended March 31,Nine months ended September 30,
2018 20172018 2017
Consolidated Statements of Cash Flows:      
Cash provided by (used in) operating activities$(236) $583
Cash used in operating activities$(3,267) $(5,434)
Cash flows provided by investing activities$975
 $765
$4,531
 $3,510
Cash flows used in financing activities$(1,247) $
$(1,804) $(70)

Operating Activities – The decrease in netCompany's cash flows from operating activities increased from cash used in operations of $5.4 million for the nine months ended September 30, 2017 to cash used in operations of $0.2$3.3 million duringfor the threenine months ended March 31, 2018September 30, 2018. The Company's net loss decreased, from cash provideda loss of $0.6$7.1 million duringfor the threenine months ended March 31,September 30, 2017 to a loss of $1.0 million for the nine months ended September 30, 2018. The decreased net loss was offset by non-cash charges of $1.7 million driven primarily by the Company'srealized gain of $4.5 million recognized in the nine months ended September 30, 2018, and a change in operating assets and liabilities of $0.5 million, due primarily to the decrease in the net loss, excludingaccounts receivable of $2.0 million and a gain on saledecrease in both accrued professional fees and accrued compensation of marketable securities, offset by net collections of $2.1 million of accounts receivable.$1.0 million.

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

Financing Activities – Cash flow used in financing activities includes the net payments on the HCS revolving line of credit.

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 chief executive chairmanofficer 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 Exchange Act). Based on their evaluation of our disclosure controls and procedures, our chief executive chairmanofficer and chief financial officer, with the participation of the Company’s management, concluded that our

disclosure controls and procedures were not effective as of March 31,September 30, 2018, 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 the 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. Specifically, material weaknesses existed in HCS's processes, procedures and controls with respect to revenue, receivables, payment of payroll taxes and estimating various accrued expenses.

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 controlscontrols. This also includes additional oversight and review of accounting and financial statement process handled by HCS. While we continue to make these improvements, the Company has not corrected these issues and will continue to do so. We are evaluating the accounting professionals at the Company and HCS and will determine if additional professionals 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.


PART II. OTHER INFORMATION


Item 1. Legal Proceedings

The Company is aand its subsidiaries are party to various legal proceedings. Except as set forth below, theseInformation regarding material pending legal 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. 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 plaintiff and the
purported class members. On August 31, 2009, the Company filed a motion to dismiss plaintiff's claims, which the court
granted on March 31, 2011, with leave to amend. 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 plaintiff's second amended complaint with
prejudice and without leave to replead. Plaintiff filed an appeal. On March 1, 2013, the United States Court of Appeals for the Second Circuit (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 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 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 court proceedings pending disposition of the appeal. The Appellate Court denied the temporary stay of the 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 claimed 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 United States Court of Appeals for the Tenth Circuit (the “Tenth Circuit”) affirmed the lower court’s denial of defendants’ motion to dismiss the plaintiff’s claims as being time barred; the Tenth Circuit 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 (the "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 purportedly 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 Courtor any of the State of New York, New York County against the Company and NMI. The notice provides that thisits subsidiaries is a breachparty or of contract action with respect to certain, unspecified mortgage loans and defendants' failure to repurchase such loans underwhich any of their property is 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 give notice of and cure such breaches, and duesubject is provided in Note 8 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 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. Briefing of the indemnification issue is complete, and the oral argument is yet to be scheduled. 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 Management's Discussion and Analysis of Financial Condition and Results of Operations andcondensed consolidated financial statements. Also see Note 2 to the condensed consolidated financial statements for a description of the Company’s Chapter 11 proceedings.



Item 1A. Risk Factors

There have been no material changes to the risk factors included in the 2017 Form 10-K.

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



Item 6. Exhibits

Exhibit No. Description of Document
10.1
31.1 
31.2 
32.1 
32.2 
101 The following financial information from Novation Companies, Inc.'s Quarterly Report on Form 10-Q for the quarter ended March 31,September 30, 2018, formatted in XBRL (Extensible Business Reporting Language) includes: (i) Condensed Consolidated Balance Sheets as of March 31,September 30, 2018 and December 31, 2017, (ii) Condensed Consolidated Statements of Operations and Comprehensive Loss for the three and nine months ended March 31,September 30, 2018 and 2017, (iii) Condensed Consolidated Statements of Shareholders' Deficit for the three and nine months ended March 31,September 30, 2018 and 2017, (iv) Condensed Consolidated Statements of Cash Flows for the threenine months ended March 31,September 30, 2018 and 2017, and (v) Notes to Condensed Consolidated Financial Statements.


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:May 11,November 13, 2018 /s/ David W. Pointer
   David W. Pointer, Chief Executive Officer
   (Principal Executive Officer)
    
DATE:May 11,November 13, 2018 /s/ Carolyn K. Campbell
   Carolyn K. Campbell, Chief Financial Officer
   (Principal Financial Officer and Principal Accounting Officer)


2423