10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended December 31, 2019
☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Transition Period From __________to __________

Commission File Number 000-22897

NOVATION COMPANIES, INC.

(Exact Name of Registrant as Specified in its Charter)

Maryland	74-2830661
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)
9229 Ward Parkway, Suite 340, Kansas City, MO	64114
(Address of Principal Executive Office)	(Zip Code)

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

Securities Registered Pursuant to Section 12(b) of the Act:

None

Securities Registered Pursuant to Section 12(g) of the Act:

Title of Each Class

Common Stock, $0.01 par value

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined by Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

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 ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). Yes ☒No ☐

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 ☐ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☒ Emerging growth company ☐

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. ☐

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

The aggregate market value of voting and non-voting stock held by non-affiliates of the registrant as of June 30, 2019 was approximately $1,961,807, based upon the closing sales price of the registrant’s common stock on that date ($.03).

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ☒ No ☐

The number of shares of the registrant's common stock outstanding on March 17, 2020 was 114,655,893.

NOVATION COMPANIES, INC.

FORM 10-K

For the Fiscal Year ended December 31, 2019

TABLE OF CONTENTS

PART I
Item 1.	Business	1
Item 1A.	Risk Factors	3
Item 1B.	Unresolved Staff Comments	6
Item 2.	Properties	6
Item 3.	Legal Proceedings	6
Item 4.	Mine Safety Disclosures	7
PART II
Item 5.	Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	8
Item 6.	Selected Financial Data	8
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	9
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	12
Item 8.	Financial Statements and Supplementary Data	13
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	30
Item 9A.	Controls and Procedures	30
Item 9B.	Other Information	30
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	31
Item 11.	Executive Compensation	34
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	36
Item 13.	Certain Relationships and Related Transactions, and Director Independence	37
Item 14.	Principal Accountant Fees and Services	38
PART IV
Item 15.	Exhibits and Financial Statement Schedules	38
Item 16.	Form 10-K Summary	38
	Exhibit Index	39
	Signatures	41

PART I

Unless the context otherwise requires, references in this Annual Report on Form 10-K to “Novation,” the “Company,” “NOVC,” “we,” “us” and “our,” refer to Novation Companies, Inc. and its consolidated subsidiaries and their respective predecessors.

Forward-Looking Statements 

Statements in this report regarding Novation 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 “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this report 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.

Item 1. Business

Overview

Through Healthcare Staffing, Inc. ("HCS"), our wholly-owned subsidiary acquired on July 27, 2017, we provide outsourced health care staffing and related services in the State of Georgia. The Company has also historically owned a portfolio of mortgage securities which generated earnings to support on-going financial obligations. These securities were marketed for sale and sold for a total of $13 million during 2018.  Our common stock, par value $0.01 per share, is traded on OTC Pink under the symbol “NOVC”.

Recent Developments

Emergence from Bankruptcy. On July 20, 2016 (the “Bankruptcy Petition Date”), Novation and three of its subsidiaries, NovaStar Mortgage LLC (“NMLLC”), NovaStar Mortgage Funding Corporation ("NMFC") and 2114 Central LLC (the “Debtors”), filed voluntary petitions (the “Bankruptcy Petitions”) for reorganization under Chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court for the District of Maryland (the “Bankruptcy Court”).  The Company and one of its subsidiaries subsequently filed with the Bankruptcy Court, and amended, a plan of reorganization (the “Plan”) for the resolution of the outstanding claims against and interests pursuant to Section 1121(a) of the Bankruptcy Code (as amended and supplemented, the "Plan") and a related disclosure statement.  The Bankruptcy Court entered an order on June 12, 2017 confirming the Plan (the “Confirmation Order”) solely with respect to the Company, which provided that the effective date of the Plan will occur when all conditions precedent to effectiveness, as set forth in the Plan, have been satisfied or waived.  Two of the conditions to the effectiveness of the Plan were (i) the closing of the Company’s acquisition (the “HCS Acquisition”) of all of the capital stock of HCS 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. 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. See Note 9 - 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 were reported on the Company's consolidated balance sheets for the year ended December 31, 2018. On April 19, 2019, the Bankruptcy Court approved the Motion for Final Decrees for Novation and NMLLC. On July 16, 2019, the bankruptcy case of NMFC was dismissed by order of the Bankruptcy Court.

Note Refinancing and 2017 Notes. On August 9, 2019, the Company and 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") executed a First Amendment to Senior Secured Note Purchase Agreement (the “Amendment”) amending the terms of the Note Purchase Agreement (as defined below) and the 2017 Notes (as defined below) to, among other things, significantly reduce the interest rate applicable from January 2019 through the third quarter of 2028 and allow the Company to apply certain surplus interest payments against future quarterly interest payments. As of December 31, 2019, the Company had $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 the following rates until the maturity date on March 30, 2033, with interest payable quarterly in arrears as follows: 1% per annum from April 1, 2019 through December 31, 2023; 2% per annum from January 1, 2024 through December 31, 2028; and 10% per annum from January 1, 2029 through the maturity date. Commencing with the delivery to the Noteholders of the financial statements for the fiscal year ending December 31, 2019, the Company is required to remit 50% of excess cash flow each year to the Noteholders to be applied as a principal reduction to the outstanding balance of the debt. 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 through the execution of the Senior Secured Note Purchase Agreement, dated as of the same date (as amended, the “Note Purchase Agreement”), with NHI and HCS as guarantors (together with the Company, collectively, the “Credit Parties”).

On April 1, 2019 and on July 1, 2019, the Company made payments under the 2017 Notes totaling $2.6 million. The actual aggregate amounts due for those dates totaled $0.4 million. Under the terms of the Amendment, the Company is permitted to apply the payment surplus of $2.2 million against future quarterly interest payments. Therefore, the Company will not have another quarterly interest payment due until April 1, 2022.

1

The Note Purchase Agreement contains customary affirmative and negative covenants, including but not limited to certain financial covenants. Under the terms of the Amendment, the financial covenants have been waived until the quarter ending December 31, 2021. 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.

Under the terms of the Amendment, the Company issued to the Noteholders 9,000,000 shares of common stock of the Company and ten-year warrants allowing the Noteholders to purchase up to 22,250,000 shares of the Company’s common stock at an exercise price of $0.01 per share. These warrants can be exercised at any time prior to expiration. See the Company’s discussion in Note 10 to the consolidated financial statements for additional information regarding the Amendment.

Business

Our business includes the operation of HCS and the management of our other investments, as described below.

HCS

Established in 1995, HCS is the largest outsourced healthcare services provider in the State of Georgia. HCS delivers outsourced full-time and part-time employees primarily to Community Service Boards (“CSB”).  HCS has long-term relationships with many of its customers and has been providing services to several clients for more than 15 years. A CSB is a quasi-state organization providing 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 CSB continues to grow.  In addition to providing outsourced employees to CSB, HCS also provides healthcare outsourcing and staffing services to hospitals, schools, crisis units, clinics, doctors offices, prisons and a variety of privately owned businesses.  The services and positions provided to these clients are similar to the ones provided to CSB clients.

Other Investments

Prior to its acquisition of HCS, the Company originated, purchased, securitized, sold, invested in and serviced residential nonconforming mortgage loans and mortgage securities. As a result of those activities, we acquired mortgage securities that continued to be a source of our earnings and cash flow. Residual securities consisted of interest-only and overcollateralization bonds. Collectively, these securities are referred to as our "retained mortgage securities". The Company marketed these securities for sale and sold them during 2018 for a total of $13 million.

Strategy

The strategy of HCS is to continue expanding its market share in providing healthcare staffing services in Georgia and in particular serving Georgia CSBs. HCS is the dominant player in providing services to Georgia CSBs and plans to increase its market share of the CSB business. HCS will also continue to expand business to additional hospitals, private group homes, clinics, rest homes, prisons and retirement centers. Furthermore, the HCS strategy includes expanding clerical staff within existing customers, as well as gaining new clients. The longer-term strategy includes expansion beyond the Georgia market and may include acquisitions of staffing companies outside of Georgia, particularly in states that have public health infrastructure similar to that of Georgia.

We expect to use profits from HCS along with, potentially, other funding sources to acquire other businesses or make investments in the future.

Competition

HCS competes with numerous national staffing and recruiting businesses that specialize in the medical and healthcare industry, such as Nursefinders, Lighthouse Recruiting, Action Med and Brightstar. Other national staffing businesses have divisions that compete with HCS in Georgia, including ATC Healthcare, Kelly Services, Interim, Randstad and Maxim. Numerous Georgia non-national and smaller staffing providers also compete with HCS.

Regulation

The healthcare industry is subject to extensive and complex federal, state and local laws and regulations related to, among other things, conduct of operations, and costs and payment for services. HCS is not directly regulated as a healthcare provider, although the customers of HCS are highly regulated. Therefore, HCS complies with many of the regulations prescribed for its customers.

HCS provides services directly to its clients on a contract basis and receives payment directly from them. However, many clients are reimbursed under the federal Medicare program and state Medicaid programs for the services they provide. Therefore, HCS also may be affected indirectly by reimbursement changes in government programs, particularly Medicare and Medicaid.

Employees

As of March 17, 2020, the Company employed1,227full-time employees and 393 part-time employees. None of the Company's employees are represented by a union or covered by a collective bargaining agreement.

2

Additional Information

The Company is a Maryland corporation formed on September 13, 1996 as “CapStar Financial, Inc.” The Company’s name was changed to “NovaStar Financial, Inc.” effective October 11, 1996, and to “Novation Companies, Inc.” effective May 23, 2012. Our corporate executive offices are located at 9229 Ward Parkway, Suite 340, Kansas City, MO 64114 and our telephone number is (816) 237-7000. Our website address is www.novationcompanies.com. Our website is not intended to be a part of, nor are we incorporating it by reference into, this Annual Report on Form 10-K (this "Form 10-K"). Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act are available, free of charge, on our website as soon as reasonably practicable after we electronically file this material with, or furnish it to, the SEC. Reports and other information we file with the SEC may also be viewed at the SEC’s website at www.sec.gov.

Item 1A. Risk Factors

Investing in our common stock involves a high degree of risk. You should carefully consider the following risk factors, as well as the other information contained in this Form 10-K, including our consolidated financial statements and notes thereto, before deciding whether to invest in our common stock. Any of these risks, as well as additional risks and uncertainties that we are unaware of, could negatively affect our results of operations, financial condition, liquidity and business prospects, and cause the trading price of our common stock to decline, and cause you to lose all or part of your investment.

Risks Related to our Business and Industry

The Coronavirus (COVID-19) may affect our ability to staff employees and impact the Company’s revenue.

At this time, no one knows or can predict how severe the Coronavirus outbreak will be. As HCS relies on staffing healthcare professionals to generate income, the spread of this virus to our employees could limit our ability to provide these services. 

While HCS employees provide services throughout the state of Georgia at multiple facilities, the Company’s operations are limited to this region. If Georgia experiences a severe outbreak of the virus, the impact of this could have a bigger impact on our company than businesses which operate in multiple states.

As HCS generates most of its revenue from customers which are ultimately funded by the state of Georgia, the state could impose emergency measures related to state sponsored services. These measures could limit our customer activities or operating status, therefore, restricting HCS business options. 

The healthcare industry is highly regulated.

The healthcare industry is subject to extensive and complex federal, state and local laws and regulations related to, among other things, conduct of operations, and costs and payment for services. While HCS is not directly regulated as a healthcare provider, the customers of HCS are highly regulated. Therefore, HCS must comply with many of the regulations prescribed for its customers. If HCS does not comply with applicable laws and regulations, it could incur civil and/or criminal penalties as well as litigation or be subject to equitable remedies. HCS may lose customers if it cannot adequately adhere to the regulations.

HCS provides services to hospitals and health systems that pay HCS directly. Accordingly, Medicare, Medicaid and insurance reimbursement policy changes generally do not directly impact HCS. However, HCS’s business, financial condition and results of operations depend upon conditions affecting the healthcare industry generally and hospitals and health systems particularly. The healthcare industry is highly regulated and is subject to changing political, economic and regulatory influences. Factors such as changes in reimbursement policies for healthcare expenses, consolidation in the healthcare industry, regulation, litigation and general economic conditions affect the purchasing practices, operations and the financial health of HCS’s customers.

Reimbursement changes in government programs, particularly Medicare and Medicaid, can and do indirectly affect the demand and the prices paid for HCS’s services. For example, HCS clients could receive reduced or no reimbursements because of a change in the rates or conditions set by the government, which would negatively affect the demand and the prices for HCS’s services.

The business of HCS is concentrated in the State of Georgia and to a relatively few number of customers.

HCS derives all of its revenues from clients in the State of Georgia. As a result, HCS is subject to risks associated with conditions in the State of Georgia, including but not limited to economic and regulatory risks, than healthcare staffing and other companies that are more geographically diversified.

HCS derives the majority of its businesses from CSBs. There are 25 CSBs in Georgia and HCS conducts business with 12 of them. Matters that adversely impact Georgia CSBs, including regulatory changes, may negatively affect our business.

Our clients may terminate or not renew their contracts with us.

Our arrangements with CSBs and other customers generally are terminable upon 60 days’ notice for any reason. The loss of one or more of our large customers could materially affect our profitability.

We may be unable to recruit enough healthcare professionals to meet our clients’ demands.

HCS relies significantly on its ability to attract, develop and retain healthcare professionals who possess the skills, experience and, as required, licensure necessary to meet the specified requirements of our healthcare clients. The ability to recruit healthcare professionals generally and the competition for their services may limit our ability to increase the number of healthcare professionals that we successfully recruit, decreasing our ability to grow our business.

3

We are subject to litigation in the ordinary course of business, which could result in substantial judgment or settlement costs; significant legal actions could subject us to substantial uninsured liabilities.

HCS is a party to various litigation claims and legal proceedings in its normal course of business. We evaluate these litigation claims and legal proceedings to assess the likelihood of unfavorable outcomes and to estimate, if possible, the amount of potential losses. Actual outcomes or losses may differ materially from those estimated by our current assessments which would impact our profitability. Adverse developments in existing litigation claims or legal proceedings involving HCS or new claims could require us to establish litigation reserves, enter into unfavorable settlements or satisfy judgments for monetary damages for amounts in excess of current reserves, which could adversely affect our financial results. We may not have sufficient insurance to cover these risks. Litigation losses would impact our profitability.

Our collection, use, and retention of personal information and personal health information create risks that may harm our business.

As part of its business model, HCS collects, transmits and retains personal information of our employees and contract professionals and their dependents, including, without limitation, full names, social security numbers, addresses, birth dates, and payroll-related information. Employees or third parties may be able to circumvent security measures in place and acquire or misuse such information, resulting in breaches of privacy, and errors in the storage, use or transmission of such information may result in breaches of privacy. We may be required to incur significant expenses to comply with mandatory privacy and security standards and protocols imposed by law, regulation, industry standards, or contractual obligations if a privacy breach were to occur.

Cyber security risks and cyber incidents could adversely affect our business and disrupt operations.

Cyber incidents can result from deliberate attacks or unintentional events. These incidents can include, but are not limited to, gaining unauthorized access to digital systems for purposes of misappropriating assets or sensitive information, corrupting data, or causing operational disruption. The result of these incidents could include, but are not limited to, disrupted operations, misstated financial data, liability for stolen assets or information, increased cyber security protection costs, litigation and reputational damage adversely affecting customer or investor confidence. Security measures in place may not provide absolute security, and systems may be vulnerable to cyber-security breaches such as viruses, hacking, and similar disruptions from unauthorized intrusions. In addition, third party service providers perform certain services, such as payroll and tax services. Any failure of HCS or third party systems may compromise sensitive information and/or personally identifiable information of employees.

Risks Related to our Company

We have a history of operating losses and we may not generate sufficient revenue to support our operations.

During 2019, we had a net loss of $10.2 million. We also generated negative operating cash flow of $5.2 million. As of December 31, 2019, we had an overall shareholders deficit of $72.1 million. As of December 31, 2019, we had an aggregate of $2.0 million in cash and cash equivalents and total liabilities of $91.5 million. Of the $2.0 million in cash, $0.7 million was held by our subsidiary NMLLC, which has filed a Chapter 11 plan of reorganization that was confirmed by the court on April 11, 2018 and under such plan is prohibited from using its assets for anything other than payment of its obligations. The Company also has a significant ongoing obligation to pay interest under its senior note agreement. 

After engaging major investment firms to evaluate the marketplace for its mortgage securities, the Company executed trades to sell all of its mortgage securities during 2018. These sales generated $13.0 million in cash proceeds for the Company. However, the Company will no longer have any future cash flows from these securities since they were sold.

From January 2019 through August 2019, the Company had a significant on-going obligation to pay interest under its senior note agreements at LIBOR plus 3.5% per annum, payable quarterly in arrears until maturity on March 30, 2033. The Company was successful in amending the senior note agreements to lower the interest rate and receive future credit for cash interest payments made in 2019 in exchange for the issuance of common stock and warrants. Based on the terms of the amendment, the Company is not required to make cash interest payments on the senior notes from August 2019 through March 2022. There is no cash interest payment due within one year from the date of the consolidated financial statements.

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.

Our historical operating results and poor cash flow suggest substantial doubt exists related to the Company’s ability to continue as a going concern.  

In addition, based on the recent global developments regarding the coronavirus (COVID-19) situation, there is significant uncertainty regarding the potential impact to our business.  Based on these uncertainties, there is no guarantee the Company's cash position will cover current obligations. As a result, we have not been able to alleviate the substantial doubt about the Company's ability to continue as a going concern for at least one year after the date that these consolidated financial statements are issued.

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 capital in the future. Such failures would have a material adverse effect on our business, including the possible cessation of operations.

We found material weaknesses in our disclosure controls and procedures and internal control over financial reporting and concluded that they were not effective as ofDecember 31, 2019.

As disclosed in Part II, Item 9. Controls and Procedures of this Form 10-K, our chief executive officer and chief financial officer, with the participation of the Company’s management, concluded that our disclosure controls and procedures and internal controls over financial reporting were not effective as of December 31, 2019 due to the lack of adequate processes, procedures and controls at HCS. Our failure to successfully remediate these material weaknesses could cause us to fail to meet our reporting obligations and to produce timely and reliable financial information. Additionally, such failure could cause investors to lose confidence in our public disclosures, which could have a negative impact on our stock price. For a discussion of these material weaknesses and our remediation efforts, see Part II, Item 9. Controls and Procedures of this Form 10-K.

4

Our ability to use our net operating loss carryforwards and net unrealized built-in losses could be severely limited.

As of December 31, 2019, we had federal net operating losses ("NOLs") of approximately $727.2 million, including $250.3 million in losses on mortgage securities that have not been recognized for income tax purposes. Our ability to use NOLs to offset future taxable income will depend on the amount of taxable income we generate in future periods and whether we become subject to annual limitations on the amount of taxable income that may be offset by our NOLs.

Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”), imposes an annual limitation on the amount of taxable income that may be offset by a corporation’s NOLs if the corporation experiences an “ownership change” as defined in Section 382 of the Code. An ownership change occurs when the corporation’s “5-percent shareholders” (as defined in Section 382 of the Code) collectively increase their ownership in the corporation by more than 50 percentage points (by value) over a rolling three-year period. Additionally, various states have similar limitations on the use of state NOLs following an ownership change.

Our charter includes provisions designed to protect the tax benefits of our NOLs by generally restricting any direct or indirect transfers of our common stock that increase the direct or indirect ownership of our common stock by any person from less than 4.99% to 4.99% or more, or increase the percentage of our common stock owned directly or indirectly by a person owning or deemed to own 4.99% or more of our common stock. Any direct or indirect transfer attempted in violation of these transfer restrictions will be void as of the date of the prohibited transfer as to the purported transferee. These transfer restrictions expire on August 1, 2020. Additionally, we have adopted and our shareholders have approved a Rights Agreement (the “NOL Rights Plan”) that generally is designed to deter any person from acquiring shares of our common stock if the acquisition would result in such person beneficially owning 4.99% or more of our common stock without the approval of our Board of Directors (the “Board”). Shareholders voted to extend the NOL Rights Plan through July 20, 2021 at the Company's 2018 annual meeting of shareholders.

Although these measures are intended to reduce the likelihood of an ownership change, we cannot assure you that they will prevent all transfers of our common stock that could result in such an ownership change. Further, these measures could make it more difficult for a third party to acquire, or could discourage a third party from acquiring, the Company or a large block of our common stock, which may adversely affect the marketability, and depress the market price, of our common stock. In addition, these provisions could delay or frustrate the removal of incumbent directors and could make more difficult a merger, tender offer or proxy contest involving us, or impede an attempt to acquire a significant or controlling interest in us, even if such events might be beneficial to us and our shareholders.

Covenant restrictions under our indebtedness may limit our ability to operate our business.

The agreement governing the 2017 Notes contains, among other things, covenants that may restrict our and our subsidiaries' ability to finance future operations, capital needs or to engage in other business activities. The Note Purchase Agreement and the 2017 Notes limit our ability and the ability of our subsidiaries to take certain actions without the consent of the Noteholders, including but not limited to the following:

• incur indebtedness;

• create certain liens;

• make payments to our shareholders;

• acquire our outstanding shares, or the shares of our subsidiaries;

• make payments on debt securities junior to the 2017 Notes; and

• merge, consolidate, transfer and/or sell substantially all of our assets.

There can be no assurance that we will be able to receive the consent of the Noteholders should we have a need to take one of the restricted actions, which limitation may hinder our ability to operate or grow our business in the future.

Loss of key members of our management could disrupt our business.

The loss of key members of management could have a material adverse effect on our business, financial condition and results of operations. We may not be able to retain our existing senior management, fill new positions or vacancies created by expansion or turnover or attract additional qualified senior management personnel.

We may be required to repurchase mortgage loans or indemnify mortgage loan purchasers as a result of breaches of representations and warranties, borrower fraud, or certain borrower defaults, which could further harm our liquidity.

When we sold mortgage loans, whether as whole loans or pursuant to a securitization, we made customary representations and warranties to the purchaser about the mortgage loans and the manner in which they were originated. Our whole loan sale agreements require us to repurchase or substitute mortgage loans in the event we breach any of these representations or warranties. In addition, we may be required to repurchase mortgage loans as a result of borrower, broker, or employee fraud. Likewise, we are required to repurchase or substitute mortgage loans if we breach a representation or warranty in connection with our securitizations. We have received various repurchase demands as performance of subprime mortgage loans has deteriorated. A majority of repurchase requests have been denied, otherwise a negotiated purchase price adjustment was agreed upon with the purchaser. Enforcement of repurchase obligations against us would further harm our liquidity.

Risks Related to our Capital Stock

There can be no assurance that our common stock will continue to be traded in an active market.

Our common stock currently trades on OTC Pink. Trading of securities on this quotation service is generally limited and is effected on a less regular basis than on exchanges, such as the NYSE, and accordingly investors who own or purchase our stock will find that the liquidity or transferability of the stock may be limited. Additionally, a shareholder may find it more difficult to dispose of, or obtain accurate quotations as to the market value of, our stock. If an active public trading market cannot be sustained, the trading price of our common stock could be adversely affected and the ability of an investor to transfer their shares of our common stock may be limited.

5

The market price and trading volume of our common stock may be volatile, which could result in substantial losses for our shareholders.

The market price of our capital stock can be highly volatile and subject to wide fluctuations. In addition, the trading volume in our capital stock may fluctuate and cause significant price variations to occur. Investors may experience volatile returns and material losses. Some of the factors that could negatively affect our share price or result in fluctuations in the price or trading volume of our capital stock include:

• actual or anticipated changes in our earnings and cash flow;

• general market and economic conditions, including the operations and stock performance of other industry participants;

• the impact of new state or federal legislation or adverse court decisions;

• sales, or the perception that sales could occur, of a substantial number of shares of our common stock by insiders;

• additions or departures of senior management and key personnel; and

• actions by institutional shareholders.

Some provisions of our charter, bylaws, Maryland law and our NOL Rights Plan may deter takeover attempts, which may limit the opportunity of our shareholders to sell their common stock at favorable prices.

Certain provisions of our charter, bylaws, Maryland law, and our NOL Rights Plan could discourage, delay or prevent transactions that involve an actual or threatened change in control, and may make it more difficult for a third party to acquire us, even if doing so may be beneficial to our shareholders. Under our charter, generally a director may only be removed for cause and only by the affirmative vote of the holders of at least a majority of all classes of shares entitled to vote in the election for directors together as a single class. Maryland law provides protection for Maryland corporations against unsolicited takeover situations. Further, our charter includes provisions designed to protect the tax benefits of our NOLs by generally restricting any direct or indirect transfers of our common stock that increase the direct or indirect ownership of our common stock by any person from less than 4.99% to 4.99% or more, or increase the percentage of our common stock owned directly or indirectly by a person owning or deemed to own 4.99% or more of our common stock. Any direct or indirect transfer attempted in violation of these transfer restrictions will be void as of the date of the prohibited transfer as to the purported transferee. These transfer restrictions expire on August 1, 2020. Additionally, we have adopted an NOL Rights Plan that generally is designed to deter any person from acquiring shares of our common stock if the acquisition would result in such person beneficially owning 4.99% or more of our common stock without the approval of our Board. Shareholders voted to extend the NOL Rights Plan through July 20, 2021 at the Company's 2018 annual meeting of shareholders.

Item 1B. Unresolved Staff Comments

None.

Item 2. Properties

The executive and administrative offices for the Company are located in Kansas City, Missouri, and consist of approximately 1,400 square feet of leased office space. HCS leases office space in a number of locations in the state of Georgia. The executive and administrative offices for HCS are located in College Park, Georgia, and consist of approximately 4,700 square feet of leased office space.

Item 3. Legal Proceedings

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

On May 21, 2008, a purported class action case was filed in the Supreme Court of the State of New York, New York County, by the New Jersey Carpenters' Health Fund, on behalf of itself and all others similarly situated. Defendants in the case included NMFC and NovaStar Mortgage, Inc. ("NMI"), wholly-owned subsidiaries of the Company, and NMFC's individual directors, several securitization trusts sponsored by the Company (“affiliated defendants”) and several unaffiliated investment banks and credit rating agencies. The case was removed to the United States District Court for the Southern District of New York. On June 16, 2009, the plaintiff filed an amended complaint. The plaintiff seeks monetary damages, alleging that the defendants violated sections 11, 12 and 15 of the Securities Act of 1933, as amended, by making allegedly false statements regarding mortgage loans that served as collateral for securities purchased by the plaintiff and the purported class members. On August 31, 2009, the Company filed a motion to dismiss the plaintiff's claims, which the court granted on March 31, 2011, with leave to amend. The plaintiff filed a second amended complaint on May 16, 2011, and the Company again filed a motion to dismiss. On March 29, 2012, the court dismissed the plaintiff's second amended complaint with prejudice and without leave to replead. The plaintiff filed an appeal. On March 1, 2013, the appellate court reversed the judgment of the lower court, which had dismissed the case. Also, the appellate court vacated the judgment of the lower court which had held that the plaintiff lacked standing, even as a class representative, to sue on behalf of investors in securities in which plaintiff had not invested, and the appellate court remanded the case back to the lower court for further proceedings. On April 23, 2013 the plaintiff filed its memorandum with the lower court seeking a reconsideration of the earlier dismissal of plaintiff's claims as to five offerings in which plaintiff was not invested, and on February 5, 2015 the lower court granted plaintiff's motion for reconsideration and vacated its earlier dismissal. On March 8, 2017, the affiliated defendants and all other parties executed an agreement to settle the action, with the contribution of the affiliated defendants to the settlement fund being paid by their insurance carriers. The court certified a settlement class and granted preliminary approval to the settlement on May 10, 2017.  One member of the settlement class objected to the settlement and sought a stay of the final settlement approval hearing on the ground that it did not receive notice of the settlement and had no opportunity to timely opt out of the class. After the court rejected the motion for a stay, the objector filed an appeal and requested a stay of the district court proceedings pending disposition of the appeal. The court of appeals denied the temporary stay of the district court proceedings and on October 19, 2018 dismissed the appeal as moot. Following the court of appeals’ denial of the objector’s petition for rehearing, the district court on March 7, 2019 held a fairness hearing.  On March 8, 2019, the district court issued a memorandum and order approving the settlement as fair, reasonable and adequate, and dismissing the action with prejudice. Following entry of judgment, the objector filed a notice of appeal on March 26, 2019 and their opening brief was filed on June 28, 2019.  The defendants answered on September 27, 2019, and the objector replied on October 18, 2019.  Oral argument was held on February 19, 2020.  Assuming the settlement approval becomes final, which is expected, the Company will incur no loss. The Company believes that the Affiliated Defendants have meritorious defenses to the case and, if the settlement approval does not become final, expects them to defend the case vigorously. 

6

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

On February 28, 2013, the Federal Housing Finance Agency, as conservator for the Federal Home Loan Mortgage Corporation (Freddie Mac) and 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, rescissory 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.  On October 25, 2018, the bankruptcy court overseeing the Company's bankruptcy case entered an order approving the settlement, and on November 19, 2018, the New York State Court “so ordered” a Stipulation of Voluntary Discontinuance terminating the case.  Pursuant to the terms of the settlement agreement, the required upfront payment of $0.3 million was made on March 1, 2019.  The settlement also requires equal quarterly installments over a three years period, 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 second quarter of 2018 in the Reorganization Items, net expense line item of the income statement and the short and long-term liability totals in the applicable Accrued Settlement Claims lines per the balance sheet.

See "Reorganization" in Part I, Item 1. Business of the Form 10-K and Note 2 to the consolidated financial statements for a description of the Chapter 11 cases of Novation and the other Debtors.

Item 4. Mine Safety Disclosures

None.

7

PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

The Company's common stock currently trades on OTC Pink under the symbol “NOVC”. Prior to the commencement of the Company's Chapter 11 case, the Company's common stock traded on the OTCQB market of the OTC Markets Group, Inc. under the symbol "NOVC." There is no established public trading market for teh Company's common stock. The following table sets forth the high and low bid prices as reported by these quotation services, for the periods indicated. The quotations represent inter-dealer prices without adjustment for retail markups, markdowns or commissions, and may not necessarily represent actual transactions.

	High		Low
2019
First Quarter	$	0.08	$	0.02
Second Quarter		0.07		0.02
Third Quarter		0.07		0.02
Fourth Quarter		0.06		0.02
2018
First Quarter	$	0.10	$	0.03
Second Quarter		0.08		0.03
Third Quarter		0.05		0.02
Fourth Quarter		0.05		0.02

As of March 17, 2020, we had approximately 713 shareholders of record of the Company's common stock. This figure does not represent the actual number of beneficial owners of our common stock because such stock is frequently held in "street name" by securities dealers and others for the benefit of individual owners who may vote the shares.

No dividends were declared during 2019 or 2018 nor do we expect to declare any stock dividend distributions in the near future. The Note Purchase Agreement governing the Company's senior notes contains restrictive covenants which prohibit the Company and its subsidiaries, from among other things, making any cash dividend or distribution to Novation shareholders. Should the restrictions be relieved, any future determination to pay dividends will be made at the discretion of our Board and will depend on earnings, financial condition, cost of equity, investment opportunities and other factors as our Board may deem relevant.

Item 6. Selected Financial Data

Not applicable.

8

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following is a discussion and analysis of our financial condition and results of operations for the years ended December 31, 2019 and 2018. This discussion and analysis should be read in conjunction with our audited consolidated financial statements and Notes to the Consolidated Financial Statements set forth in Part II, Item 8, "Financial Statements and Supplementary Data" of this Form 10-K.

Corporate Overview

Through our wholly-owned subsidiary HCS, acquired on July 27, 2017, we provide outsourced health care staffing and related services in the State of Georgia. The Company also owned a portfolio of mortgage securities which generated earnings to support on-going financial obligations. These securities were sold during 2018 for $13.0 million.  See Note 5 to the consolidated financial statements for additional information regarding the sale of these securities. Our common stock, par value $0.01 per share, is traded on OTC Pink under the symbol “NOVC”.

See Part I, Item 1 of this Form 10-K for a discussion of our emergence from bankruptcy and note refinancing, which both occurred in the third quarter of 2017, and the note amendment, which occurred in the third quarter of 2019.

Financial Highlights and Key Performance Metrics. The following key performance metrics (in thousands, except per share amounts) are derived from our 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.”

	December 31,
	2019			2018
Cash and cash equivalents	$	2,032		$	9,249
Service fee income	$	63,474		$	55,126
General and administrative expenses	$	8,345		$	8,089
Net income (loss) available to common shareholders, per basic share	$	(0.10	)	$	0.07

Consolidated Results of Operations

Year Ended December 31, 2019 as Compared to the Year Ended December 31, 2018

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 consolidated statement of operations and comprehensive income (loss) 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 CSB and outsourced to HCS. Customer contracts typically establish a fixed markup on the pay rate for the associates; therefore the 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 the cost of administration.

HCS acquired two significant customers that started in September 2018 and January 2019, respectively. However, during the fourth quarter of 2019, HCS was notified by a significant customer of its intent to terminate its contract services as of January 29, 2020. 

General and Administrative Expenses

General and administrative expenses consist of salaries, office costs, legal and professional expenses and other customary costs of corporate administration. During 2019 and 2018, $6.2 and $5.8 million, respectively, of the total general and administrative expenses were incurred by HCS. Corporate-level general and administrative expenses during 2019 and 2018 were $2.1 million and $2.3 million, respectively. The future amount of corporate-level general and administrative expenses will depend largely on corporate activities and staffing needs based on the evolving business strategy. For HCS, the amount of these expenses will depend on business growth. Increased advertising expense for recruiting, addition of new management staff, and insurance related fees are the primary reasons for the increase in general and administrative expenses incurred by HCS.

Goodwill Impairment Charge

Management completed its annual goodwill impairment assessment as of April 30, 2019, which determined that the carrying value of the HCS goodwill exceeded its fair value by $2.6 million. A goodwill impairment charge in this amount was recorded during the second quarter of 2019. In addition, during the fourth quarter of 2019, HCS was notified by a significant customer of its intent to terminate its contract services as of January 29, 2020. As a result, confirmation of the loss of the customer represented a triggering event for analysis of impairment of our intangible asset and goodwill balances as of September 30, 2019. It was determined that the carrying value of the HCS goodwill exceeded the fair value by $1.7 million and this adjustment was recorded during the third quarter of 2019.

Interest Income – Mortgage Securities

All of our mortgage securities were sold in December 2018, and therefore the Company will have no future interest income or cash flow from these securities. For the year ended December 31, 2018, interest income on our mortgage securities was approximately $1.1 million.

9

Impairment on Mortgage Securities

To the extent that the cost basis of mortgage 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 impairment of $0.3 million on the 2002-3 AIO security recorded in 2018 was primarily driven by the deteriorating credit quality of the loans underlying the security.

Other Income

Fluctuations in the income received from the Company's mortgage securities results from the timing of purchases/sales and amounts of dividends and interest paid.  Subsequent to the HCS Acquisition, the Company had significantly less available funds to invest.  In 2018, other income consisted primarily of the gains on sale of the Company's mortgage securities.

	For the Years Ended December 31,
	2019			2018
Interest income	$	1		$	10
Gain (loss) on sales of investments		(1	)		12,881
Other income		39			401
Total	$	39		$	13,292

Reorganization items, net

The Company incurred approximately $0.06 million and $1.9 million in reorganization related expenses for the years ended December 31, 2019 and 2018, respectively. During 2019, these costs related to professional fees paid and during 2018 this expense was comprised of $0.4 million in professional fees and $1.5 in settlement claims. These costs have decreased significantly as a result of the completion of the Company's reorganization. See Note 2 to the consolidated financial statements.

Interest Expense

Interest expense decreased period over period, with the Company incurring $4.5 million in 2019 and $5.3 million in 2018. See "Liquidity and Capital Resources" below and Note 8 to the consolidated financial statements for a discussion of the Note Purchase Agreement and the 2017 Notes, which were amended on August 9, 2019. This Amendment, among other things, significantly reduced the interest rate applicable from January 2019 through the third quarter of 2028 and allows the Company to apply certain surplus interest payments against future quarterly interest payments.

Income Tax Expense

Because of the Company's significant net operating losses and full valuation allowance, 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

During 2019, the Company had net loss of $10.2 million and generated negative operating cash flow of $5.2 million. As of December 31, 2019, the Company had an overall shareholders deficit of $72.1 million. As of December 31, 2019, the Company had an aggregate of $2.0 million in cash and cash equivalents and total liabilities of $91.5 million. Of the $2.0 million in cash, $0.7 millionis held by the Company's subsidiary NMLLC, which has filed a Chapter 11 plan of reorganization that was confirmed by the court on April 11, 2018. Under this plan, this cash is only available to pay general creditors and expenses of NMLLC.

From January 2019 through August 2019, the Company had a significant on-going obligation to pay interest under its senior note agreements at LIBOR plus 3.5% per annum, payable quarterly in arrears until maturity on March 30, 2033. As disclosed in Note 8 to the consolidated financial statements, the Company was
successful in amending the senior note agreements to lower the interest rate and receive future credit for cash interest payments made in 2019 in exchange for the issuance of common stock and warrants. Based on the terms of the amendment, the Company is not required to make cash interest payments on the senior notes from August 2019 through March 2022. There is no cash interest payment due within one year from the date of the consolidated financial statements.

After engaging major investment firms to evaluate the marketplace for its mortgage securities, the Company executed trades to sell all of its mortgage securities during 2018.  These sales generated $13.0 million in cash proceeds for the Company.  However, the Company will no longer have any future cash flows from these securities since they were sold.

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.

As discussed, the Amendment to the Note Purchase Agreement and waiver of interest payments through April 2022, has significantly improved our forecasted cash position over the next year.  However, our historical operating results and poor cash flow suggest substantial doubt exists related to the Company's ability to continue as a going concern.  In addition, based on the recent global developments regarding the coronavirus (COVID-19) situation, there is significant uncertainty regarding the potential impact to our business.  Based on these uncertainties, there is no guarantee the Company's cash position will cover current obligations. As a result, we have not been able to alleviate the substantial doubt about the Company's ability to continue as a going concern for at least one year after the date that these consolidated financial statements are issued.

10

Overview of Cash Flow for the Year Ended December 31, 2019

The following table provides a summary of our operating, investing and financing cash flows as taken from our consolidated statements of cash flows for 2019 and 2018 (in thousands).

	For the Years Ended December 31,
	2019			2018
Cash flows used in operating activities	$	(5,168	)	$	(5,056	)
Cash flows (used in) provided by investing activities		(70	)		13,031
Cash flows used in financing activities		(1,979	)		(1,466	)

Operating Activities

The increase in net cash flows used in operating activities to approximately $5.2 million during 2019 from cash used in operating activities of $5.1 million during 2018 was immaterial.

Investing Activities

The decrease in the net cash flows provided by (used in) investing activities is mainly due to the sale of the Company's marketable securities in 2018, compared to no sales of securities in 2019.

Financing Activities

The increase in cash used in financing activities is mainly due to the payoff of HCS’s line of credit in 2019 and additional fees associated with the payoff.

Critical Accounting Estimates

We prepare our consolidated financial statements in conformity with GAAP and, therefore, are required to make estimates regarding the values of our assets and liabilities and in recording income and expenses. These estimates are based, in part, on our judgment and assumptions regarding various economic conditions that we believe are reasonable based on facts and circumstances existing at the time of reporting. These estimates affect reported amounts of assets, liabilities and accumulated other comprehensive income at the date of the consolidated financial statements and the reported amounts of income, expenses and other comprehensive income during the periods presented. The following summarizes the components of our consolidated financial statements where understanding accounting policies is critical to understanding and evaluating our reported financial results, especially given the significant estimates used in applying the policies. The discussion is intended to demonstrate the significance of estimates to our consolidated financial statements and the related accounting policies. Management has discussed the development and selection of these critical accounting estimates with the Audit Committee of our Board and the Audit Committee has reviewed our disclosure.

Impairment of Goodwill and Indefinite-Lived Intangible Assets

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

Impairment of Long-Lived Assets with Finite Lives

The value of purchased intangible assets is assessed for impairment whenever an event or change in circumstances indicates that the carrying value of the asset may not be fully recoverable. Recoverability is determined based on an estimate of undiscounted future cash flows resulting from the use of an asset and its eventual disposition. An impairment loss is measured by comparing the fair value of the asset to its carrying value. If we determine the fair value of an asset is less than the carrying value, an impairment loss is incurred. Impairment losses, if any, are reflected in operating income or loss in our consolidated statements of operations during the period incurred.

Income Taxes

In determining the amount of deferred tax assets to recognize in the consolidated financial statements, the Company evaluates the likelihood of realizing such benefits in future periods. The income tax guidance requires the recognition of a valuation allowance if it is more likely than not that all or some portion of the deferred tax asset will not be realized. Income tax guidance indicates the more likely than not threshold is a level of likelihood that is more than 50%.

Under the income tax guidance, companies are required to identify and consider all available evidence, both positive and negative, in determining whether it is more likely than not that all or some portion of its deferred tax assets will not be realized. Positive evidence includes, but is not limited to the following: cumulative earnings in recent years, earnings expected in future years, excess appreciated asset value over the tax basis and positive industry trends. Negative evidence includes, but is not limited to the following: cumulative losses in recent years, losses expected in future years, a history of operating losses or tax credit carryforwards expiring, and adverse industry trends.

11

The weight given to the potential effect of negative and positive evidence should be commensurate with the extent to which it can be objectively verified. The more negative evidence that exists, the more positive evidence is required to support a conclusion that a valuation allowance is not needed for all or some of the deferred tax assets. Cumulative losses in recent years are significant negative evidence that is difficult to overcome when determining the need for a valuation allowance. Similarly, cumulative earnings in recent years represent significant positive objective evidence. If the weight of the positive evidence is sufficient to support a conclusion that it is more likely than not that a deferred tax asset will be realized, a valuation allowance should not be recorded.

The Company examines and weighs all available evidence (both positive and negative and both historical and forecasted) in the process of determining whether it is more likely than not that a deferred tax asset will be realized. The Company considers the relevance of historical and forecasted evidence when there has been a significant change in circumstances. Additionally, the Company evaluates the realization of its recorded deferred tax assets on an interim and annual basis. The Company does not record a full valuation allowance if the weight of the positive evidence exceeds the negative evidence and is sufficient to support a conclusion that it is more likely than not that its deferred tax asset will be realized.

If a valuation allowance is necessary, the Company considers all sources of taxable income in determining the amount of valuation allowance to be recorded. Sources of taxable income identified in the income tax guidance include the following: 1) taxable income in prior carryback year, 2) future reversals of existing taxable temporary differences, 3) future taxable income exclusive of reversing temporary differences and carryforwards, and 4) tax planning strategies.

The Company currently evaluates estimates of uncertainty in income taxes based upon a framework established in the income tax accounting guidance. The guidance prescribes a recognition threshold and measurement standard for the recognition and measurement of tax positions taken or expected to be taken in a tax return. In accordance with the guidance, the Company evaluates whether a tax position will more likely than not be sustained upon examination by the appropriate taxing authority. The Company measures the amount to recognize in its consolidated financial statements as the largest amount that is greater than 50% likely of being realized upon ultimate settlement. The recognition and measurement of tax benefits is often judgmental, and determinations regarding the tax benefit can change as additional developments occur relative to the issue.

Impact of Recently Issued Accounting Pronouncements

Information regarding the impact of recently issued accounting pronouncements is included in Note 3 to the consolidated financial statements.

Item 7A. Quantitative and Qualitative Disclosures about Market Risk

Not applicable.

12

Item 8. Financial Statements and Supplementary Data

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

NOVATION COMPANIES, INC. AND SUBSIDIARIES

Report of Independent Registered Public Accounting Firm	17
Consolidated Balance Sheets	18
Consolidated Statements of Operations and Comprehensive Income (Loss)	19
Consolidated Statements of Shareholders' Deficit	20
Consolidated Statements of Cash Flow	21
Notes to Consolidated Financial Statements	23

13

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and

Stockholders of Novation Companies, Inc.

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Novation Companies, Inc. (the Company) as of December 31, 2019 and 2018, and the related consolidated statements of operations and comprehensive income (loss), shareholders' deficit, and cash flows for each of the years in the two year period ended December 31, 2019, and the related notes (collectively referred to as the consolidated financial statements).  In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2019 and 2018, and the results of its operations and its cash flows for each of the years in the two year period ended December 31, 2019, in conformity with accounting principles generally accepted in the United States of America.

Substantial Doubt About the Company's Ability to Continue as a Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company has incurred net operating losses and has had negative operating cash flow, combined with the potential impact of COVID-19, this has led to substantial doubt related to the Company to continue as a going concern. Management’s evaluation of the events and conditions and management’s plans regarding those matters also are described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Our opinion is not modified with respect to that matter

Change in Accounting Principle

As discussed in Note 1 to the consolidated financial statements, the Company has changed its method of accounting for leases in 2019 due to the adoption of FASB Accounting Standards Codification (Topic 842), Leases.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ BOULAY PLLP

We have served as the Company's auditor since 2016.

Minneapolis, Minnesota

March 23, 2020

14

NOVATION COMPANIES, INC.

CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share amounts)

	December 31, 2019			December 31, 2018
Assets
Current assets:
Cash and cash equivalents	$	2,032		$	9,249
Accounts and unbilled receivables		6,583			6,122
Prepaid expenses		647			350
Other		21			131
Total current assets		9,283			15,852
Non-current assets:
Goodwill		3,905			8,205
Intangible assets, net		5,784			6,978
Property and equipment, net		125			91
Operating lease right-of-use asset		316			—
Other		4			4
Total non-current assets		10,134			15,278
Total assets	$	19,417		$	31,130
Liabilities and Shareholders' Deficit
Current liabilities:
Accounts payable and current maturities of long-term debt	$	524		$	670
Accrued compensation and benefits payable		2,717			2,731
Health and wellness program liability		492			—
Borrowings under revolving line of credit		—			1,948
Operating lease liability		205			—
Accrued interest payable		—			1,295
Accrued claim settlements		246			459
Other		36			35
Total current liabilities		4,220			7,138
Non-current liabilities:
Long-term debt, including debt premium		86,824			85,969
Accrued claim settlements		307			553
Operating lease liability		125			—
Other		—			426
Total non-current liabilities		87,256			86,948
Total liabilities		91,476			94,086
Shareholders' deficit:
Common stock, $.01 par value per share, 780,000,000 shares authorized:
112,355,893 and 99,137,893 shares issued and outstanding as of December 31, 2019 and 2018, respectively		1,123			991
Additional paid-in capital		746,112			745,104
Accumulated deficit		(819,294	)		(809,050	)
Accumulated other comprehensive income (loss)		—			(1	)
Total shareholders' deficit		(72,059	)		(62,956	)
Total liabilities and shareholders' deficit	$	19,417		$	31,130

See notes to consolidated financial statements.

15

NOVATION COMPANIES, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

(in thousands, except share and per share amounts)

	For the Years Ended December 31,
	2019			2018
Service fee income	$	63,474		$	55,126
Cost and expenses:
Cost of services		56,483			48,149
General and administrative expenses		8,345			8,089
Goodwill impairment charge		4,300			—
Operating loss		(5,654	)		(1,112	)
Interest income - mortgage securities		—			1,133
Impairment on mortgage securities		—			(325	)
Gains on sales of investments		—			12,881
Other income		39			411
Interest expense		(4,522	)		(5,279	)
Reorganization items, net		(63	)		(1,864	)
Income (loss) before income taxes		(10,200	)		5,845
Income tax expense (benefit)		25			(289	)
Net income (loss)		(10,225	)		6,134
Other comprehensive loss:
Reclassification gain on marketable securities included in net income		—			(12,881	)
Unrealized gains on marketable securities		1			1,486
Total other comprehensive income (loss)		1			(11,395	)
Total comprehensive loss	$	(10,224	)	$	(5,261	)
Earnings (loss) per share:
Basic	$	(0.10	)	$	0.07
Diluted	$	(0.10	)	$	0.06
Weighted average common shares outstanding:
Basic		100,472,515			93,961,799
Diluted		100,472,515			94,470,057

See notes to consolidated financial statements.

16

NOVATION COMPANIES, INC.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ DEFICIT

(in thousands)

	Common Stock		Additional Paid-in Capital			Accumulated Deficit			Accumulated Other Comprehensive Income (Loss)			Total Shareholders’ Deficit
Balance, December 31, 2018	$	991	$	745,104		$	(809,050	)	$	(1	)	$	(62,956	)
Issuances and cancellations of nonvested stock		42		(42	)		—			—			—
Common stock granted in debt restructure		90		(90	)		—			—			—
Common stock and common stock warrants granted in debt restructure		—		916			—			—			916
Compensation recognized under stock compensation plans		—		224			—			—			224
Net loss		—		—			(10,225	)		—			(10,225	)
Adjustment to retained earnings for adoption of accounting standard		—		—			(19	)		—			(19	)
Other comprehensive income		—		—			—			1			1
Balance, December 31, 2019	$	1,123	$	746,112		$	(819,294	)	$	—		$	(72,059	)
Balance, December 31, 2017	$	971	$	744,937		$	(815,184	)	$	11,394		$	(57,882	)
Issuances and cancellations of nonvested stock		20		(20	)		—			—			—
Compensation recognized under stock compensation plans		—		187			—			—			187
Net income		—		—			6,134			—			6,134
Other comprehensive loss		—		—			—			(11,395	)		(11,395	)
Balance, December 31, 2018	$	991	$	745,104		$	(809,050	)	$	(1	)	$	(62,956	)

See notes to consolidated financial statements.

17

NOVATION COMPANIES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

	For the Years Ended December 31,
	2019			2018
Cash flows from operating activities:
Net income (loss)	$	(10,225	)	$	6,134
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Accretion of marketable securities, net		—			(76	)
Impairment on mortgage securities		—			325
Amortization of intangible assets		1,194			1,194
Amortization of debt discount		1,262			—
Realized gain on marketable securities		—			(12,881	)
Settlement claims		—			1,012
Depreciation expense		27			334
Loss on disposal of fixed assets		9			—
Lease expense		(5	)		—
Goodwill impairment		4,300			—
Compensation recognized under stock compensation plans		224			187
Changes in operating assets and liabilities:
Accounts and unbilled receivables		(461	)		1,800
Accounts payable and accrued expenses		(146	)		(2,012	)
Accrued compensation and benefits payable		(14	)		(1,482	)
Accrued health and wellness program payable		492			—
Accrued interest payable		(754	)		245
Accrued claim settlements		(459	)		—
Other current assets and liabilities, net		(186	)		128
Other noncurrent assets and liabilities, net		(426	)		36
Net cash used in operating activities		(5,168	)		(5,056	)
Cash flows from investing activities:
Proceeds from sales and maturities of marketable securities		—			13,031
Purchase of property and equipment		(96	)		—
Proceeds from sale of property and equipment		26			—
Net cash provided by (used in) investing activities		(70	)		13,031
Cash flows from financing activities:
Borrowings under revolving line of credit		8,685			55,537
Repayments of borrowings under revolving line of credit		(10,633	)		(56,922	)
Paydowns of long-term debt		(31	)		(81	)
Net cash used in financing activities		(1,979	)		(1,466	)
Net increase (decrease) in cash and cash equivalents		(7,217	)		6,509
Cash and cash equivalents, beginning of period		9,249			2,740
Cash and cash equivalents, end of period	$	2,032		$	9,249
Supplemental disclosure of cash flow information:
Cash paid for interest	$	4,030		$	5,034
Cash paid for reorganization items	$	94		$	1,175
Cash paid for income taxes, net	$	30		$	75
Supplemental disclosure of non-cash investing and financing activities:
Issuance of common stock in restructure of debt (Note 8)	$	311		$	—
Issuance of common stock warrants in restructure of debt (Note 8)	$	605		$	—

See notes to consolidated financial statements.

18

NOVATION COMPANIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1. Basis of Presentation, Business Plan and Liquidity

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

Liquidity and Going Concern – During 2019, the Company incurred a net loss of $10.2 million and generated negative operating cash flow of $5.2 million. As of December 31, 2019, the Company has an overall shareholders deficit of $72.1 million, an aggregate of $2.0 million in cash and cash equivalents and total liabilities of $91.5 million. Of the $2.0 million in cash, $0.7 million is held by the Company's subsidiary NovaStar Mortgage LLC ("NMLLC"). This cash is available only to pay only general creditors and expenses of NMLLC.

From January 2019 through August 2019, the Company had a significant on-going obligation to pay interest under its senior note agreements at LIBOR plus 3.5% per annum, payable quarterly in arrears until maturity on March 30, 2033, leading to a significant annual cash outflow. In addition, HCS has experienced lower than anticipated cash flows due to increased costs and changes in customers. These items have led to substantial doubt about the Company's ability to continue as a going concern.

Management continues to work toward expanding HCS’s customer base by increasing revenue from existing customers, looking at methods to reduce overall operating costs, both at HCS and the corporate level, and targeting new customers that have not previously been served by HCS. As disclosed in Note 8 to the consolidated financial statements, the Company was successful in amending the senior note agreements to lower the interest rate and receive future credit for cash interest payments made in 2019 in exchange for the issuance of common stock and warrants. Based on the terms of the amendment, the Company is not required to make cash interest payments on the senior notes from August 2019 through March 2022, leading to significant cash savings for the Company.

As discussed, the Amendment to the Note Purchase Agreement and waiver of interest payments through April 2022, has significantly improved our forecasted cash position over the next year.  However, our historical operating results and poor cash flow suggest substantial doubt exists related to the Company's ability to continue as a going concern.  In addition, based on the recent global developments regarding the coronavirus (COVID-19) situation, there is significant uncertainty regarding the potential impact to our business.  Based on these uncertainties, there is no guarantee the Company's cash position will cover current obligations. As a result, we have not been able to alleviate the substantial doubt about the Company's ability to continue as a going concern for at least one year after the date that these consolidated financial statements are issued.

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

Note 2. Reorganization

On July 20, 2016, Novation and three of its subsidiaries, NMLLC, NovaStar Mortgage Funding Corporation ("NMFC") and 2114 Central LLC, filed voluntary 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. 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. On April 19, 2019, the Bankruptcy Court approved the Motion for Final Decrees for Novation and NMLLC. On July 16, 2019, the bankruptcy case of NMFC was dismissed by order of the Bankruptcy Court.

Reorganization and bankruptcy-related expenses for the twelve months ended December 31, 2019 and December 31, 2018 were $0.06 million and $1.9 million, respectively.

19

Note 3. Summary of Significant Accounting and Reporting Policies

Cash and Cash Equivalents. Cash equivalents consist of liquid investments with an original maturity of three months or less. Cash equivalents are stated at cost, which approximates fair value. The Company maintains cash balances at four major financial institutions in the United States. Accounts are secured by the Federal Deposit Insurance Corporation up to $250,000. The uninsured balances of the Company’s cash and cash equivalents accounts aggregated $1.4 million as of December 31, 2019.

Accounts and Unbilled Receivables. Accounts receivable are uncollateralized customer obligations due under normal trade terms. Customer account balances that are not paid within contract terms are considered delinquent. Accounts receivable are stated at the amount management expects to collect from outstanding balances. The Company maintains an allowance for potential losses primarily based upon management's analysis of delinquent accounts, routine assessment of its customers' financial condition, and any other known factors impacting collectability, including disputed amounts. When management has exhausted all collection efforts, amounts deemed uncollectible are written off. Recoveries of previously written off accounts receivable are recognized in the period in which they are received. The ultimate amount of accounts receivable that becomes uncollectible could differ from management's estimate.

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

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

Revenue and Cost Recognition - 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. 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.

Income Taxes. The Company had a gross deferred tax asset of $166.5 million and $164.0 million as of December 31, 2019 and 2018, respectively. In determining the amount of deferred tax assets to recognize in the consolidated financial statements, the Company evaluates the likelihood of realizing such benefits in future periods. The income tax guidance requires the recognition of a valuation allowance if it is more likely than not that all or some portion of the deferred tax asset will not be realized. Income tax guidance indicates the more likely than not threshold is a level of likelihood that is more than 50%.

Under the income tax guidance, companies are required to identify and consider all available evidence, both positive and negative, in determining whether it is more likely than not that all or some portion of its deferred tax assets will not be realized. Positive evidence includes but is not limited to the following: cumulative earnings in recent years, earnings expected in future years, excess appreciated asset value over the tax basis and positive industry trends. Negative evidence includes but is not limited to the following: cumulative losses in recent years, losses expected in future years, a history of operating losses or tax credit carryforwards expiring, and adverse industry trends.

The weight given to the potential effect of negative and positive evidence should be commensurate with the extent to which it can be objectively verified. The more negative evidence that exists, the more positive evidence is required to support a conclusion that a valuation allowance is not needed for all or some of the deferred tax assets. Cumulative losses in recent years are significant negative evidence that is difficult to overcome when determining the need for a valuation allowance. Similarly, cumulative earnings in recent years represent significant positive objective evidence. If the weight of the positive evidence is sufficient to support a conclusion that it is more likely than not that a deferred tax asset will be realized, a valuation allowance should not be recorded.

The Company examines and weighs all available evidence (both positive and negative and both historical and forecasted) in the process of determining whether it is more likely than not that a deferred tax asset will be realized. The Company considers the relevance of historical and forecasted evidence when there has been a significant change in circumstances. Additionally, the Company evaluates the realization of its recorded deferred tax assets on an interim and annual basis. The Company does not record a full valuation allowance if the weight of the positive evidence exceeds the negative evidence and is sufficient to support a conclusion that it is more likely than not that its deferred tax asset will be realized.

If a valuation allowance is necessary, the Company considers all sources of taxable income in determining the amount of valuation allowance to be recorded. Sources of taxable income identified in the income tax guidance include the following: 1) taxable income in prior carryback year, 2) future reversals of existing taxable temporary differences, 3) future taxable income exclusive of reversing temporary differences and carryforwards, and 4) tax planning strategies.

The Company currently evaluates estimates of uncertainty in income taxes based upon a framework established in the income tax accounting guidance. The guidance prescribes a recognition threshold and measurement standard for the recognition and measurement of tax positions taken or expected to be taken in a tax return. In accordance with the guidance, the Company evaluates whether a tax position will more likely than not be sustained upon examination by the appropriate taxing authority. The Company measures the amount to recognize in its consolidated financial statements as the largest amount that is greater than 50% likely of being realized upon ultimate settlement. The recognition and measurement of tax benefits is often judgmental, and determinations regarding the tax benefit can change as additional developments occur relative to the issue.

20

Earnings (Loss) Per Share (“EPS”). Basic EPS excludes dilution and is computed by dividing net income (loss) available to common shareholders by the weighted-average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the entity. Diluted EPS is calculated assuming all options, nonvested shares and performance-based awards of the Company's common stock have been exercised, unless the exercise would be antidilutive. See Note 12 to the consolidated financial statements for additional details on earnings per share calculation.

Recently Adopted Accounting Principles

In February 2016, the Financial Accounting Standards Board (FASB) established Topic 842, Leases, by issuing Accounting Standards Update (ASU) No. 2016-02, which requires lessees to recognize leases on-balance sheet and disclose key information about leasing arrangements. Topic 842 was subsequently amended by ASU No. 2018-01, Land Easement Practical Expedient for Transition to Topic 842; ASU No. 2018-10, Codification Improvements to Topic 842, Leases; and ASU No. 2018-11, Targeted Improvements. The new standard establishes a right-of-use (ROU) model that requires a lessee to recognize a ROU asset and lease liability on the balance sheet for all leases with a term longer than 12 months. Leases will be classified as finance or operating, with classification affecting the pattern and expense recognition in the income statement. The Company adopted ASU No. 2016-02 effective January 1, 2019 using the modified retrospective method. See Note 7 to the consolidated financial statements for further details.

Note 4. Revenue; Accounts and Unbilled Receivables

Staffing services include the augmentation of customers' workforce with our contingent employees performing services under the customers' 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"). 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. 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, in thousands, into categories that best depict how the nature, amount, timing, and uncertainty of revenues and cash flows are affected by economic factors.

	For the Year Ended December 31, 2019				For the Year Ended December 31, 2018
Type of Customer
CSB	$	61,620	97.1	%	$	52,491	95.2	%
Other		1,854	2.9	%		2,635	4.8	%
Total	$	63,474	100.0	%	$	55,126	100.0	%

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

	December 31, 2019		December 31, 2018
Accounts receivable	$	4,083	$	3,952
Unbilled receivables (Contract Assets)		2,500		2,170
Total accounts and unbilled receivables	$	6,583	$	6,122

As of December 31, 2019 and December 31, 2018, management has determined no allowance for doubtful accounts is necessary. For the years ended December 31, 2019 and December 31, 2018, 63.1% and 44.6% of service fee income was generated from four and two customers, respectively. As of December 31, 2019, 61.6% of accounts and unbilled receivables was due from four customers and 96.6% was due from 14 CSB customers. As of December 31, 2018, 60.9% of accounts and unbilled receivables was due from four customers and 95.3% was due from 14 CSB customers.

21

Note 5. Marketable Securities

Prior to 2018, 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 held mortgage securities that were a source of its earnings and cash flow. 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. During 2018, the Company sold all but 33 non-performing mortgage securities. These sales generated proceeds of $13.0 million and realized gains of $12.9 million recognized, included in other income in the Company's consolidated statements of operations and comprehensive income (loss). Of the 33 mortgage securities retained, the Company determined that these securities have no fair value. There were other-than-temporary impairments relating to available-for-sale securities in 2018 of $0.3 million.

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 purchaser 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. The Company attempted to sell those clean-up call rights with the securities sold in 2018. However, no bids were received for the clean-up call rights and the Company determined that such clean-up call rights have no fair value.

Note 6. Goodwill and Intangible Assets

	December 31, 2019						December 31, 2018
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Indefinite-lived assets (in thousands):
Goodwill	$	3,905	$	—	$	3,905	$	8,205	$	—	$	8,205
Tradenames		1,147		—		1,147		1,147		—		1,147
	$	5,052	$	—	$	5,052	$	9,352	$	—	$	9,352
Finite-lived assets (in thousands):
Customer relationships	$	6,895	$	2,380	$	4,515	$	6,895	$	1,395	$	5,500
Non-compete agreement		627		505		122		627		296		331
	$	7,522	$	2,885	$	4,637	$	7,522	$	1,691	$	5,831

	Years Ended December 31,
	2019			2018
Goodwill activity (in thousands):
Beginning balance	$	8,205		$	8,205
Impairment charge		(4,300	)		—
Ending balance	$	3,905		$	8,205

Management completed its annual goodwill impairment assessment as of April 30, 2019. Increased cost of services and administrative expenses at HCS have resulted in declining cash flow for the business. Based on the likelihood of these expenses remaining higher than initially forecast, management determined that the carrying value of the HCS goodwill exceeded its fair value by $2.6 million. A goodwill impairment charge in this amount was recorded during the second quarter of 2019. Management assessed the other indefinite and definite lived intangible assets and determined no impairment was necessary.

During the fourth quarter of 2019, HCS was notified by a significant customer of its intent to terminate its contract services as of January 29, 2020. As a result, confirmation of the loss of the customer represented a triggering event for analysis of impairment of our intangible asset and goodwill balances as of September 30, 2019. It was determined that the carrying value of the HCS goodwill exceeded the fair value by $1.7 million, and this adjustment was recorded during the third quarter of 2019.

Amortization expense (in thousands):
2018	$	1,194
2019		1,194
Estimated future amortization expense (in thousands):
2020	$	1,107
2021		985
2022		985
2023		985
Thereafter		575
Total estimated amortization expense	$	4,637

22

Note 7. Leases

We adopted ASU No. 2016-02—Leases (Topic 842), as amended, as of January 1, 2019, using the modified retrospective approach. The modified retrospective approach provides a method for recording existing leases at adoption and in comparative periods that approximates the results of a full retrospective approach. The Company elected to adopt the ‘package of practical expedients’, which permitted the Company not to reassess under the new standard our prior conclusions about lease identification, lease classification and initial direct costs, the practical expedients pertaining to land easements, the use-of hindsight, the short-term lease recognition exemption for all leases that qualified, and the practical expedient to not separate lease and non-lease components for all leases other than leases of real estate.

Adoption of the new standard resulted in the recording of an additional net operating lease right-of-use asset and operating lease liability of approximately $0.2 million each, as of January 1, 2019. The difference between the additional lease assets and lease liabilities was recorded as an adjustment to accumulated deficit. The standard did not materially impact our consolidated net loss and had no impact on cash flows.  The Company does not have any finance leases. 

Our leases consist primarily of office space. Leases with an initial term of 12 months or less, and leases which are on a month-to-month basis, are not recorded on the balance sheet.  For these leases we recognize lease expense on a straight-line basis over the lease term.

Most leases include one or more options to renew, with renewal terms that can extend the lease term from one to three years or more. The exercise of lease renewal options is at our discretion. Our lease agreements do not contain any variable lease payments, residual value guarantees or restrictive covenants. The components of lease expense for the twelve months ended December 31, 2019 were immaterial. As our leases do not provide an implicit interest rate, we use our incremental current borrowing rate in determining the present value of lease payments.

Maturities of lease liabilities were as follows (in thousands):

	December 31, 2019
2020	$	220
2021		110
2022		20
Thereafter		-
Total	$	350
Less interest		20
Present value of lease liabilities	$	330

Other information related to the Company's operating leases was as follows (in thousands):

	December 31, 2019
Supplemental Cash Flow Information
Operating cash flows from leases	$	(5	)
Lease Term and Discount Rate
Weighted average remaining lease term (years)		1.67
Weighted average discount rate		6.75	%

Note 8. Borrowings

Note Refinancing and 2017 Notes — On August 9, 2019, the Company and 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”) executed a First Amendment to Senior Secured Note Purchase Agreement (the “Amendment”) amending the terms of the Note Purchase Agreement (as defined below) and the 2017 Notes (as defined below) to, among other things, significantly reduce the interest rate applicable from January 2019 through the third quarter of 2028 and allow the Company to apply certain surplus interest payments against future quarterly interest payments. As of December 31, 2019, the Company had $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 the following rates until the maturity date on March 30, 2033, with interest payable quarterly in arrears as follows: 1% per annum from April 1, 2019 through December 31, 2023; 2% per annum from January 1, 2024 through December 31, 2028; and 10% per annum from January 1, 2029 through the maturity date. Commencing with the delivery to the Noteholders of the financial statements for the fiscal year ending December 31, 2019, the Company is required to remit 50% of excess cash flow each year to the Noteholders to be applied as a principal reduction to the outstanding balance of the debt. 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 through the execution of the Senior Secured Note Purchase Agreement, dated as of the same date (as amended, the “Note Purchase Agreement”), with NHI and HCS as guarantors (together with the Company, collectively, the “Credit Parties”).

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On April 1, 2019 and on July 1, 2019, the Company made payments under the 2017 Notes totaling $2.6 million. The actual aggregate amounts due for those dates totaled $0.4 million. Under the terms of the Amendment, the Company is permitted to apply the payment surplus of $2.2 million against future quarterly interest
payments. Therefore, the Company will not have another quarterly interest payment due until April 1, 2022.

The Note Purchase Agreement contains customary affirmative and negative covenants, including but not limited to certain financial covenants. Under the terms of the Amendment, the financial covenants have been waived until the quarter ending December 31, 2021. 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.

Under the terms of the Amendment, the Company issued to the Noteholders 9,000,000 shares of common stock of the Company and ten-year warrants allowing the Noteholders to purchase up to 22,250,000 shares of the Company’s common stock at an exercise price of $0.01 per share. These warrants can be exercised at any time prior to expiration. See the Company’s discussion in Note 10 to the consolidated financial statements for additional information regarding the Amendment.

Revolving Credit Agreement — As of December 31, 2018, HCS had $1.9 million outstanding under a Revolving Credit and Security Agreement (the “White Oak Credit Agreement”) between HCS and White Oak Global Advisors, LLC ("White Oak'), which provided HCS with a line of credit of up to $5,000,000. Availability under the White Oak Credit Agreement was based on a formula tied to HCS’s eligible accounts receivable. Borrowings bore interest at the prime rate plus 1.25%. The initial term of the White Oak Credit Agreement expired on November 17, 2018 but was renewed automatically for a consecutive one-year term per the provisions of the White Oak Credit Agreement. The obligations of HCS under the White Oak Credit Agreement were secured by HCS’s inventory and accounts receivable. In the case of an event of default, White Oak was able to, among other remedies, have accelerated payment of all obligations under the White Oak Credit Agreement. In connection with the White Oak Credit Agreement, the Company executed a guaranty in favor of White Oak guaranteeing all of HCS’s obligations under the White Oak Credit Agreement. HCS terminated the White Oak Credit Agreement in February 2019 and the Company fully repaid the outstanding obligations at that time.

Note 9. Commitments and Contingencies

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

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

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

Although it is not possible to predict the outcome of any legal proceeding, in the opinion of management, other than the active proceedings described in detail below, proceedings and actions against the Company should not, individually, or in the aggregate, have a material effect on the Company's financial condition, operations and liquidity. Furthermore, due to the uncertainty of any potential loss as a result of pending litigation and due to the Company's belief that an adverse ruling is not probable, the Company has not accrued a loss contingency related to the following matters in its 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 to the consolidated financial statements for a description of the impact of the Company's Chapter 11 case on these proceedings.

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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 NMFC and NovaStar Mortgage, Inc. ("NMI"), wholly-owned subsidiaries of the Company, and NMFC's individual directors, several securitization trusts sponsored by the Company (“affiliated defendants”) and several unaffiliated investment banks and credit rating agencies. The case was removed to the United States District Court for the Southern District of New York. On June 16, 2009, the plaintiff filed an amended complaint. The plaintiff seeks monetary damages, alleging that the defendants violated sections 11, 12 and 15 of the Securities Act of 1933, as amended, by making allegedly false statements regarding mortgage loans that served as collateral for securities purchased by the plaintiff and the purported class members. On August 31, 2009, the Company filed a motion to dismiss the plaintiff's claims, which the court granted on March 31, 2011, with leave to amend. The plaintiff filed a second amended complaint on May 16, 2011, and the Company again filed a motion to dismiss. On March 29, 2012, the court dismissed the plaintiff's second amended complaint with prejudice and without leave to replead. The plaintiff filed an appeal. On March 1, 2013, the appellate court reversed the judgment of the lower court, which had dismissed the case. Also, the appellate court vacated the judgment of the lower court which had held that the plaintiff lacked standing, even as a class representative, to sue on behalf of investors in securities in which plaintiff had not invested, and the appellate court remanded the case back to the lower court for further proceedings. On April 23, 2013 the plaintiff filed its memorandum with the lower court seeking a reconsideration of the earlier dismissal of plaintiff's claims as to five offerings in which plaintiff was not invested, and on February 5, 2015 the lower court granted plaintiff's motion for reconsideration and vacated its earlier dismissal. On March 8, 2017, the affiliated defendants and all other parties executed an agreement to settle the action, with the contribution of the affiliated defendants to the settlement fund being paid by their insurance carriers. The court certified a settlement class and granted preliminary approval to the settlement on May 10, 2017.  One member of the settlement class objected to the settlement and sought a stay of the final settlement approval hearing on the ground that it did not receive notice of the settlement and had no opportunity to timely opt out of the class.  After the court rejected the motion for a stay, the objector filed an appeal and requested a stay of the district court proceedings pending disposition of the appeal. The court of appeals denied the temporary stay of the district court proceedings and on October 19, 2018 dismissed the appeal as moot.  Following the court of appeals’ denial of the objector’s petition for rehearing, the district court on March 7, 2019 held a fairness hearing.  On March 8, 2019, the district court issued a memorandum and order approving the settlement as fair, reasonable and adequate, and dismissing the action with prejudice. Following entry of judgment, the objector filed a notice of appeal on March 26, 2019 and their opening brief was filed on June 28, 2019.  The defendants answered on September 27, 2019, and the objector replied on October 18, 2019.  Oral argument was held on February 19, 2020.  Assuming the settlement approval becomes final, which is expected, the Company will incur no loss. The Company believes that the Affiliated Defendants have meritorious defenses to the case and, if the settlement approval does not become final, expects them to defend the case vigorously. 

On June 20, 2011, the National Credit Union Administration Board, as liquidating agent of U.S. Central Federal Credit Union, filed an action against NMFC and numerous other defendants in the United States District Court for the District of Kansas, claiming that the defendants issued or underwrote residential mortgage-backed securities pursuant to allegedly false or misleading registration statements, prospectuses, and/or prospectus supplements. On August 24, 2012, the plaintiff filed an amended complaint making essentially the same claims against NMFC. NMFC filed a motion to dismiss the amended complaint which was denied on September 12, 2013. The defendants had claimed that the case should be dismissed based upon a statute of limitations and sought an appeal of the court's denial of this defense. An interlocutory appeal of this issue was allowed, and on August 27, 2013, the Tenth Circuit affirmed the lower court’s denial of defendants’ motion to dismiss the plaintiff’s claims as being time barred; the appellate court held that the Extender Statute, 12 U.S.C. §1787(b)(14) applied to plaintiff’s claims. On June 16, 2014, the United States Supreme Court granted a petition of NMFC and its co-defendants for certiorari, vacated the ruling of the Tenth Circuit, and remanded the case back to that court for further consideration in light of the Supreme Court’s decision in CTS Corp. v. Waldburger, 134 S. Ct. 2175 (2014). On August 19, 2014, the Tenth Circuit reaffirmed its prior decision, and on October 2, 2014 the defendants filed a petition for writ of certiorari with the Supreme Court, which was denied. On March 22, 2016, NMFC filed motions for summary judgment, and plaintiff filed a motion for partial summary judgment. Those motions remain pending. Given that plaintiff did not file a timely proof of claim in NMFC’s bankruptcy case, the Company believes it is likely that the case will be dismissed. The Company and NMFC have 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, rescissory 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.  On October 25, 2018, the bankruptcy court overseeing the Company's bankruptcy case entered an order approving the settlement, and on November 19, 2018, the New York State Court "so ordered" a Stipulation of Voluntary Discontinuance terminating the case.  Pursuant to the terms of the settlement agreement, the required upfront payment of $0.3 million was made on March 1, 2019.  The settlement also requires equal quarterly installments over a three years period, which total an additional $0.3 million.  Based on the probability of all contingencies associated with the settlement being satisfied, the Company recorded an expense in the second quarter of 2018 in the Reorganization Items, net expense line item of the income statement and the short and long-term liability totals in the applicable Accrued Settlement Claims lines per the consolidated balance sheet.

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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 indemnified by the Company 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 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, which was approved by the court on November 29, 2018.  This settlement includes an upfront payment of $0.5 million, which was paid on December 21, 2018.  In addition, the settlement provides for equal quarterly installments over a three years period, which total an additional $0.4 million.  Based on the probability of this settlement receiving court approval, the Company recorded an expense during the second quarter of 2018 in the Reorganization Items, net expense line item of the income statement and the short and long-term liability totals in the applicable Accrued Settlement Claims lines per the balance sheet.

Note 10. Troubled Debt Restructuring

The Company evaluated whether the terms of the Amendment, as discussed in Note 8 to the consolidated financial statements, qualified as a troubled debt restructuring under applicable accounting standards. The Company determined that this transaction did qualify. Under the terms of the Amendment, there were no transfers of other assets and there was no gain or loss recorded on this transaction.

The outstanding balance on the 2017 Notes as of December 31, 2019 and 2018 was $86.8 and $85.9, respectively. At the time of the troubled debt restructuring, the carrying value of the debt was decreased by the fair value of the common stock and warrants issued by the Company under the terms of the Amendment of $0.3 and $0.6 million, respectively, less the total accrued interest from July 1, 2019 through August 8, 2019 of $0.5 million at the original variable rate equal to LIBOR plus 3.5% per annum. Future interest expense is computed using the effective interest method.  

The carrying value of long-term debt is as follows (in thousands):

	December 31, 2019		December 31, 2018
Principal balance, 2017 Notes	$	85,938	$	85,938
Unamortized debt premium, 2017 Notes		886		-
Other long-term debt		-		31
Total long-term debt	$	86,824	$	85,969

Note 11. 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 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 as follows as of December 31, 2019 and 2018 (in thousands): 

	As of December 31,
	2019				2018
	Carrying Value		Fair Value		Carrying Value		Fair Value
Financial assets:
Equity securities (Level 1)	$	-	$	-	$	1	$	1
Financial liabilities:
Senior notes (Level 3)	$	86,824	$	21,289	$	85,938	$	24,659

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Valuation Methods and Processes

The equity securities are valued based on quoted market prices and are included in other current assets on the consolidated balance sheets. All equity securities held by the Company were sold during the third quarter of 2019. The senior notes in the table above are not measured at fair value in the consolidated balance sheets but are required to be disclosed at fair value. The fair value of the senior notes has been estimated using Level 3 methodologies, based on significant unobservable inputs that are supported by little or no market activity, such as discounted cash flow calculations based on internal cash flow forecasts. No assets or liabilities have been transferred between levels during any period presented.

Senior Notes — The fair value is estimated by discounting future projected cash flows using a discount rate commensurate with the risks involved. The interest rate used in calculating the fair value 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.

Goodwill — See Note 6 to the consolidated financial statements for more information on the goodwill impairment assessments performed in 2019.

Financial assets reported at fair value on a nonrecurring basis include the following (in thousands):

	December 31, 2019
	Fair Value (Level 3)		Gains and (Losses)
Goodwill	$	3,905	$	(4,300	)

Activity during 2019 for Goodwill, the Company's only Level 3 asset, measured on a nonrecurring basis is included in the following table (in thousands):

Goodwill Activity:
Balance, December 31, 2018	$	8,205
Impairment charge		(4,300	)
Balance, December 31, 2019	$	3,905

Note 12. Earnings (Loss) Per Share

Basic earnings (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 per share include the effect of conversions of stock options and nonvested shares. The computations of basic and diluted earnings per share for 2019 and 2018 (dollars in thousands, except share and per share amounts) are as follows:

	For the Years Ended December 31,
	2019			2018
Numerator, in thousands:
Net income (loss) available to common shareholders	$	(10,225	)	$	6,134
Denominator:
Weighted average common shares outstanding – basic		100,472,515			93,961,799
Weighted average common shares outstanding – dilutive:
Weighted average common shares outstanding – basic		100,472,515			93,961,799
Stock options		—			—
Common stock warrants		—			—
Nonvested shares		—			508,258
Weighted average common shares outstanding – dilutive		100,472,515			94,470,057
Basic earnings (loss) per share:
Net income (loss) available to common shareholders	$	(0.10	)	$	0.07
Diluted earnings (loss) per share:
Net income (loss) available to common shareholders	$	(0.10	)	$	0.06

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

	For the Years Ended December 31,
	2019		2018
Number of stock options (in thousands)		24		72
Weighted average exercise price of stock options	$	1.00	$	1.17

There have been no options granted during 2018 or 2019. During 2018, the Company granted 3.3 million shares to the Board, and all of these shares vested in 2019. During 2019, the Company granted 4.5 million shares to the directors, officers and other members of management, of which 2.4 million of these shares vested during the year.  The remaining 2.1 million shares will vest equally in 2020 and 2021, assuming the grantees are still directors at the vest date. As of December 31, 2019 and 2018, respectively, the Company had approximately 2.2 million and 4.2 million non-vested shares outstanding. The weighted average impact of 0.1 million and 0.8 million non-vested shares and common stock warrants of 22.3 million granted in the debt restructure were not included in the calculation of earnings per share for 2019 and 2018, respectively, because they were anti-dilutive.

Note 13. Income Taxes

The components of income tax expense (benefit) from continuing operations are (in thousands):

	For the Years Ended December 31,
	2019			2018
Current:
Federal	$	(11	)	$	(113	)
State and local		36			(176	)
Total current	$	25		$	(289	)

Below is a reconciliation of the expected federal income tax expense (benefit) using the federal statutory tax rate of 21% to the Company’s actual income tax benefit and resulting effective tax rate (in thousands).

	For the Years Ended December 31,
	2019			2018
Income tax expense (benefit) at statutory rate	$	(2,949	)	$	984
State income taxes, net of federal tax benefit		36			36
Valuation allowance		2,528			(688	)
Change in federal tax rate		—			—
Change in state tax rate		—			—
Bankruptcy reorganization		9			17
Uncertain tax positions		—			(371	)
Other		401			(267	)
Total income tax expense (benefit)	$	25		$	(289	)

Prior to 2018, the Company concluded that it was no longer more likely than not that it would realize a portion of its deferred tax assets. As such, the Company maintained a full valuation allowance against its net deferred tax assets as of both December 31, 2019 and 2018.

The Company's determination of the realizable deferred tax assets 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. As of December 31, 2019 and 2018, the Company maintained a valuation allowance of $166.5 million and $164.0 million, respectively, for its deferred tax assets.

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Significant components of the Company’s deferred tax assets and liabilities as of December 31, 2019 and 2018 are (in thousands):

	December 31,
	2019			2018
Deferred tax assets:
Federal NOL carryforwards	$	152,705		$	153,139
State NOL carryforwards		9,003			9,016
Goodwill impairment, HCS		1,084			—
Business interest expense limitation		1,877			—
Other		1,876			1,866
Gross deferred tax asset		166,545			164,021
Valuation allowance		(166,545	)		(163,992	)
Deferred tax asset		—			29
Deferred tax liabilities:
Other		—			29
Deferred tax liability		—			29
Net deferred tax asset	$	—		$	—

The other deferred tax assets consist of differences in various accrued expenses, debt restructuring expenses, goodwill and intangible asset book to tax differences, and various other book to tax differences.

As of December 31, 2019, the Company had a federal NOL of approximately $727.2 million, including $250.3 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"). If not used, these NOLs will expire in years 2025 through 2037. Due to tax reform enacted in 2017, NOLs created after 2017 carry forward indefinitely; the portion of NOLs that will not expire is $92.6 million. 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 2018 and as late as 2037.

The activity in the accrued liability for unrecognized tax benefits for the years ended December 31, 2019 and 2018 was (in thousands):

	For the Years Ended December 31,
	2019			2018
Beginning balance	$	11		$	328
Gross increases – tax positions in current period		—			1
Lapse of statute of limitations		(11	)		(318	)
Ending balance	$	—		$	11

Accounting for income taxes, including uncertain tax positions, represents management's best estimate of various events and transactions, and requires significant judgment. As of December 31, 2019, there were no unrecognized tax benefits, and as of December 31, 2018, the total gross amount of unrecognized tax benefits was $0.01 million, which also represents the total amount of unrecognized tax benefits that would impact the effective tax rate. The change in unrecognized tax benefits of $0.01 million was due the lapse of statute of limitations in 2019. The Company does not expect any other significant change in the liability for unrecognized tax benefits in the next twelve months. It is the Company’s policy to recognize interest and penalties related to income tax matters in income tax expense. The benefit for interest and penalties recorded in income tax expense was not significant for 2019 and 2018. There were accrued interest and penalties of less than $0.1 million as of both December 31, 2019 and 2018. The Company and its subsidiaries are subject to U.S. federal income tax as well as income tax of multiple state and local jurisdictions. Tax years 2016 to 2019 remain open to examination for both U.S. federal income tax and major state tax jurisdictions.

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Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this report, our chief executive officer and our chief financial officer conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). Based on their evaluation of our disclosure controls and procedures, our chief executive officer and chief financial officer, with the participation of the Company’s management, concluded that our disclosure controls and procedures were not effective as of December 31, 2019, 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.

Management’s Annual Report on Internal Control over Financial Reporting

The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of consolidated financial statements for external purposes in accordance with GAAP. Under the supervision and with the participation of management, including the Company’s principal executive officer and principal financial officer, the Company conducted an evaluation of the effectiveness of its internal control over financial reporting as of December 31, 2019 based on the framework set forth in Internal Control—Integrated Framework (2013), issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on that evaluation and its assessment, management concluded that the Company’s internal control over financial reporting was not effective as of December 31, 2019.

Description of Material Weakness

As discussed in Management's Discussion and Analysis of Financial Condition and Results of Operations above, in July 2017, we acquired HCS, which now is our primary business activity. Prior to the HCS 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 HCS Acquisition in July 2017, we have implemented improvements in processes, procedures and controls and we will continue to do so. We are evaluating the accounting professionals at the Company and HCS and will determine if additional resources with relevant experience are needed. We will disclose in future periods the progress we have made in efforts to remediate this material weakness.

Changes in Internal Control Over Financial Reporting

We are working to remediate the material weakness 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.

Item 9B. Other Information

None.

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PART III

Item 10. Directors, Executive Officers and Corporate Governance

DIRECTORS AND EXECUTIVE OFFICERS

Howard M. Amster, age 72, has been a member of the Board since 2009. Mr. Amster currently is an owner and operator of multiple real estate investments. Since March 1998, Mr. Amster has served as President of Pleasant Lake Apts. Corp., the corporate general partner of Pleasant Lake Apts. Limited Partnership. Mr. Amster also serves as a director of Maple Leaf Financial, Inc., the holding company for Geauga Savings Bank. Since June 2015, Mr. Amster also has served as a Financial Advisor at McDonald Partners, LLC, a securities brokerage firm. From 2000 to May 2015, Mr. Amster served as a Principal with Ramat Securities Ltd., a securities brokerage firm. From 1992 to 2000, Mr. Amster was an investment consultant with First Union Securities (formerly EVEREN Securities and formerly Kemper Securities). The Board believes Mr. Amster’s qualifications to serve on the Board include his investment experience and his service as a director of public companies.

Howard Timothy Eriksen, age 51, has been a member of the Board since April 2018. Mr. Eriksen has been the Chief Executive Officer and Interim Chief Financial Officer of Solitron Devices, Inc. (“Solitron”), a manufacturer of solid-state semiconductor components, since July 2016. Mr. Eriksen also serves as the Managing Member of Eriksen Capital Management LLC (“ECM”), a Lynden, Washington based investment advisory firm that he founded in 2005. Previously, Mr. Eriksen worked for Walker’s Manual, Inc., a publisher of books and newsletters on micro-cap stocks, unlisted stocks and community banks, from 2004 to 2005, and prior to that for Kiewit Pacific Co, a subsidiary of Peter Kiewit Sons, a construction and mining services company, as an administrative engineer on the Benicia Martinez Bridge project. Mr. Eriksen has been a member of the board of directors of Solitron since August 2015. Mr. Eriksen received a Bachelor of Arts from The Master’s University and a Master of Business Administration from Texas A&M University.  The Board believes that Mr. Eriksen’s qualifications to serve on the Board include his financial expertise and operating experience at other small-cap companies.

Barry A. Igdaloff, age 65, has been a member of the Board since 2009. Mr. Igdaloff served as the sole proprietor of Rose Capital, a registered investment advisor in Columbus, Ohio, since 1995. Mr. Igdaloff has been a director of Dynex Capital, Inc. since 2000. Previously, Mr. Igdaloff was a director of Guest Supply, Inc. prior to its acquisition by Sysco Foods in 2001.  Prior to entering the investment business, Mr. Igdaloff was an employee of Ernst & Whinney’s international tax department.  Mr. Igdaloff is a non-practicing CPA and a non-practicing attorney. The Board believes Mr. Igdaloff’s qualifications to serve on the Board include his financial expertise, his years of experience as an investment advisor, attorney, and CPA and his service as a director of public companies.

Lee D. Keddie, age 51, has been a member of the Board since April 2018. Mr. Keddie has been President and Chief Executive Officer of CompuMed Inc. (OTC:CMPD) (“CompuMed”), an enterprise telemedicine solutions company, since November 2015. In addition, he has been President and Chief Executive Officer of Value Creation Management Group LLC, a company that invests in and provides consulting to companies that need operational improvement, since September 2014. Previously, Mr. Keddie spent 13 years with HKX, Inc., a developer of control systems for excavators, as a Co-Owner, President & General Manager, from January 1999 to September 2013. Prior to his business leadership roles, Mr. Keddie spent over eight years in both the commercial and military sectors of the aircraft industry. He has been a member of the board of directors of CompuMed since November 2014 and of Stephan Co. (OTC:SPCO), a manufacturer of hair care products, since March 2015. Mr. Keddie was a board member of Essex Rental Corp. (NASDAQ:ESSX), a company that rents and distributes construction lifting equipment, from June 2015 to February 2017. Mr. Keddie is a professional engineer, and received an Honors Co-op Mechanical Engineering Degree from the University of Waterloo, and spent two additional years at the University of Toronto in Aerospace Studies.  The Board believes Mr. Keddie’s qualifications to serve on the Board include his extensive operating expertise and experience as a director of public companies.

David W. Pointer, age 50, has been our Chief Executive Officer and Chairman of the Board since March 27, 2018. He has served as the Managing Partner of V.I. Capital Management, LLC, a registered investment advisory firm that he founded, since January 2008. Prior to that, Mr. Pointer was a Senior Portfolio Manager and Senior Vice President at ICM Asset Management, an employee owned investment manager, from September 2003 to September 2007, as well as Portfolio Manager at AIM/INVESCO Investments, an investment management firm, from July 1999 to August 2003. Mr. Pointer has served on the Board of Directors of CompuMed an enterprise telemedicine solutions company, since December 2013 and as Chairman since October 2014, and as Co-Chief Executive Officer from November 2015 to January 2016. He also has served on the Board of Directors of Solitron Devices, Inc., a manufacturer of solid-state semiconductor components, since August 2015 and as Chairman since July 2016. Previously, Mr. Pointer served on the Board of Directors of ALCO Stores, Inc., a retailer, from September 2014 to June 2015. Mr. Pointer has taught Corporate Finance as an adjunct faculty in Whitworth University’s MBA program as well as Gonzaga University’s MBA program and is an expert in financial analysis and financial markets. Mr. Pointer holds a Bachelor of Science in Business Administration from Central Washington University and a Master of Business Administration from the Wharton School of Business at the University of Pennsylvania. Mr. Pointer is a member of the CFA Institute and a Chartered Financial Analyst.

Carolyn K. Campbell, age 49, has served as our Chief Financial Officer since August 2017. She previously worked as an independent contractor in internal audit and tax roles for various businesses from July 2016 to August 2017. From 2007 to March 2016, Ms. Campbell served as the Company’s Internal Audit Manager and was responsible for overseeing corporate audit processes and developing and implementing risk-based audit plans and internal controls over financial recordkeeping and reporting. From 2001 to 2004, Ms. Campbell was an internal auditor with Butler Manufacturing Company, a construction engineering company. From 1995 to 2001, Ms. Campbell was employed by Houlihan’s Restaurant Group, a developer of restaurant concepts, most recently as a tax analyst. Ms. Campbell holds a Bachelor of Science in Business Administration from the University of Central Missouri.

CORPORATE GOVERNANCE AND RELATED MATTERS

Board Leadership Structure

The Board is led by Mr. Pointer, the Company's Chief Executive Officer and Chairman of the Board, and by Mr. Igdaloff, who serves as the Company's Lead Independent Director having such responsibilities set forth in the Company's' Corporate Governance Guidelines. The Board has determined that this leadership structure is in the best interests of the Company’s shareholders at this time.

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Board and Committee Meetings

During 2019, there were 6 meetings of the Board, 4 meetings of the Audit Committee, 2 meetings of the Compensation Committee and no meetings of the Nominating and Corporate Governance Committee, not including actions taken outside of a meeting by unanimous written consent. Each director participated in at least 75% of the meetings of the Board and the committees on which he served during the periods for which he has been a director or committee member. We have no written policy regarding director attendance at our annual meetings of shareholders.

Board Committees

The Board has a standing Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee. The Board has determined that all directors serving on the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee are independent with the meaning of SEC and NASDAQ rules. Descriptions of the responsibilities of such committees are provided below.  These descriptions are qualified in their entirety by the full text of the written committee charters that may be found on the Company’s website at www.novationcompanies.com.

Audit Committee.  The responsibilities of the Audit Committee are set forth in its charter and include assisting the Board in fulfilling its oversight responsibility relating to: (i) the integrity of the Company’s consolidated financial statements and financial reporting process and its system of internal accounting and financial controls; (ii) the performance of the internal audit function; (iii) the performance of the independent auditors, which would include an evaluation of the independent auditor’s qualifications and independence; (iv) the Company’s compliance with legal and regulatory requirements, including disclosure controls and procedures; and (v) the preparation of an Audit Committee report to be included in the Company’s annual proxy statement.  The Audit Committee consists of Barry A. Igdaloff, Howard M. Amster, and Howard Timothy Eriksen, with Mr. Igdaloff serving as the chairman.  The Board has determined that Barry A. Igdaloff and Howard Timothy Eriksen qualify as “audit committee financial experts” under SEC rules and that each Audit Committee member has sufficient knowledge in reading and understanding the Company’s consolidated financial statements to serve on the Audit Committee.

Nominating and Corporate Governance Committee.  The responsibilities of the Nominating and Corporate Governance Committee are set forth in its charter and include the following: (i) identify individuals qualified to become Board members consistent with the criteria established by the Board; (ii) recommend to the Board the director nominees for the next annual meeting of shareholders; (iii) lead the Board in the annual review of the Board’s performance and the review of management’s performance; and (iv) shape the corporate governance policies and practices including developing a set of corporate governance principles applicable to the Company and recommending them to the Board.  The Nominating and Corporate Governance Committee consists of Lee D. Keddie, Howard M. Amster and Barry A. Igdaloff, with Mr. Keddie serving as the chairman.

Compensation Committee.  The responsibilities of the Compensation Committee are set forth in its charter and include the following: (i) review and approve the goals, objectives and compensation structure for our Chief Executive Officer, Chief Financial Officer and senior management; (ii) review, approve and recommend to the Board any new incentive-compensation and equity-based plans that are subject to Board approval; and (iii) approve any required disclosure on executive officer compensation for inclusion in the Company’s annual proxy statement and Annual Report on Form 10-K.  The Compensation Committee consists of Barry A. Igdaloff, Howard M. Amster and Lee D. Keddie, with Mr. Igdaloff serving as the chairman.

Compensation Committee Process and Advisors

The Compensation Committee is responsible for discharging the responsibilities of the Board with respect to the compensation of our executive officers. The Compensation Committee recommends overall compensation of our executive officers to the Board. The Board approves all compensation of our executive officers. The Compensation Committee may form and delegate authority to subcommittees, comprised of one or more members of the Compensation Committee, as necessary or appropriate, and each such subcommittee shall have the full power and authority of the Compensation Committee.

The charter of the Compensation Committee permits the Compensation Committee to engage outside consultants. In 2019, the Compensation Committee did not retain a compensation consultant.

Corporate Governance Documents

The Company’s Corporate Governance Guidelines, Code of Conduct, and the charters of the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee are available at the Investors-Corporate Governance section of our website, www.novationcompanies.com.  The Company will also provide copies of these documents free of charge to any shareholder who sends a written request to: Novation Companies, Inc., Investor Relations, 9229 Ward Parkway, Suite 340, Kansas City, MO 64114.

Code of Ethics

The Company has adopted a Code of Conduct that applies to our directors, principal executive officer, principal financial officer, principal accounting officer, and other employees. The Code of Conduct is available at the Investors-Corporate Governance section of our website, www.novationcompanies.com. We intend to satisfy the disclosure requirements regarding any amendment to, or waiver from, a provision of our Code of Conduct that applies to our principal executive officer, principal financial officer, principal accounting officer, controller or persons performing similar functions by disclosing such matters on our website within four business days.

Our investor relations contact information follows:

Investor Relations

9229 Ward Parkway, Suite 340

Kansas City, Missouri 64114

816.237.7000

Email:  ir@novationcompanies.com

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Shareholder Communications with the Board

Shareholders may communicate directly with any member of the Board or any individual chairman of a Board committee by writing directly to those individuals at the following address: Novation Companies, Inc., 9229 Ward Parkway, Suite 340, Kansas City, MO 64114. Communications that are intended for the non-management, independent directors generally should be marked to the attention of the chairman of the Nominating and Corporate Governance Committee.  The Company’s general policy is to forward, and not to intentionally screen, any substantive mail received at the Company’s corporate office that is sent directly to a director; however, (i) routine advertisements and business solicitations and (ii) communications deemed to be a security risk or principally for harassment purposes, may not be forwarded in the discretion of the Corporate Secretary, provided that in the latter case the Chairman of the Board is notified thereof.

Risk Oversight

The Board oversees an enterprise-wide approach to risk management, designed to support the achievement of Company objectives, improve long-term Company performance and create shareholder value.  A fundamental part of risk management is understanding the risks the Company faces and what steps management is taking to manage those risks, but also understanding what level of risk is appropriate for the Company.  The involvement of the full Board in setting the Company’s business strategy and objectives is integral to the Board’s assessment of the Company’s risk and also a determination of what constitutes an appropriate level of risk for the Company.  The full Board conducts an annual risk assessment of the Company’s financial risk, legal/compliance risk and operational/strategic risk and addresses individual risk issues throughout the year as necessary.

While the Board has the ultimate oversight responsibility for the risk management process, the Board delegates responsibility for certain aspects of risk management to the Audit Committee.  Per its charter, the Audit Committee focuses on key financial risks and related controls and processes and discusses with management the Company’s major financial reporting exposures and the steps management has taken to monitor and control such exposures.

The Board believes its leadership structure enhances overall risk oversight.  While the Board requires risk assessments from management, the combination of Board member experience, diversity of perspectives, continuing education and independence of governance processes provide an effective basis for testing, overseeing and supplementing management assessments.

Identifying and Evaluating Nominees for Directors

The Nominating and Corporate Governance Committee utilizes a variety of methods for identifying and evaluating nominees for director.  The Nominating and Corporate Governance Committee regularly assesses the appropriate size of the Board, and whether any vacancies on the Board are expected due to retirement or otherwise.  In the event that vacancies are anticipated, or otherwise arise, the Nominating and Corporate Governance Committee considers various potential candidates for director.  Candidates may come to the attention of the Nominating and Corporate Governance Committee through current members of the Board, professional search firms, shareholders or other persons.  These candidates are evaluated at regular or special meetings of the Nominating and Corporate Governance Committee, and may be considered at any point during the year.  Shareholder nominations should be addressed to: Novation Companies, Inc., 9229 Ward Parkway, Suite 340, Kansas City, MO 64114, attention Corporate Secretary.  The Nominating and Corporate Governance Committee will consider properly submitted shareholder nominations for candidates for the Board, following verification of the shareholder status of persons proposing candidates.  If any materials are provided by a shareholder in connection with the nominating of a director candidate, such material will be forwarded to the Nominating and Corporate Governance Committee.  The Nominating and Corporate Governance Committee will also review materials provided by professional search firms or other parties.

The Nominating and Corporate Governance Committee considers candidates for the Board based upon several criteria set forth in the Company’s Corporate Governance Guidelines, including their broad-based business and professional skills and experience, education, accounting and financial expertise, age, reputation, civic and community relationships, concern for the long-term interest of shareholders, personal integrity and judgment, knowledge and experience in the Company’s industry (such as operations, finance, accounting and marketing experience and education) and diversity.  The Nominating and Corporate Governance Committee considers diversity in the broadest sense, thus including factors such as age, gender, race, ethnicity and geographic location, as well as a variety of experience and educational backgrounds when seeking nominees to the Board.  The Nominating and Corporate Governance Committee does not have a formal diversity policy in place.

The Nominating and Corporate Governance Committee does not assign specific weights to the criteria and no particular criterion is necessarily applicable to all prospective nominees.  When evaluating nominees, the composition of the entire Board is also taken into account, including the need for a majority of independent directors.  In addition, the assessment of a candidate includes consideration of the number of public boards on which he or she serves because of the time requirements for duties and responsibilities associated with serving on the Board.  The Nominating and Corporate Governance Committee believes that the backgrounds and qualifications of the directors, considered as a group, should provide a significant composite mix of experience, knowledge and abilities that will allow the Board to fulfill its responsibilities.  The Nominating and Corporate Governance Committee assesses the effectiveness of the Corporate Governance Guidelines, including with respect to director nominations and qualifications and achievement of having directors with a broad range of experience and backgrounds, through completion of the annual self-evaluation process.

Involvement in Certain Legal Proceedings

V.I. Capital Management, LLC (“V.I. Capital”) and Chief Executive Officer and Chairman of the Board David W. Pointer are subject to a consent order (the “Consent Order”) from the State of Washington Department of Financial Institutions, Securities Division, dated March 12, 2018 (Order Number S-16-2093-17-CO01), relating to alleged breaches of their fiduciary duty as investment advisors to their clients, including (i) failure to disclose certain conflict of interest stemming from Mr. Pointer’s service on the Boards of Directors of CompuMed and Solitron Devices, Inc., (ii) pledging V.I. Capital investment fund assets as collateral for a line of credit for CompuMed, Inc. and failing to disclose such pledge to V.I. Capital’s year-end auditor, and (iii) failure to timely distribute audited financial statements and a final fund audit to investors. As conditions of the Consent Order, V.I. Capital and Mr. Pointer agreed to (i) cease and desist from violating the Securities Act of 1933, (ii) pay a fine of $10,000 and (iii) pay costs of $2,500. Mr. Pointer also agreed that he will not be a principal, officer or owner of an investment adviser or broker-dealer for 10 years following the entry of the Consent Order, but he may apply for a securities salesperson or investment adviser representative registration with an acceptable plan of supervision.

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Item 11. Executive Compensation

DIRECTOR COMPENSATION

The following table presents a summary of the compensation earned by each director who served on the Board during the fiscal year ended December 31, 2019, other than our Chief Executive Officer Mr. Pointer, whose compensation is described in the Executive Compensation section below:

Name	Fees earned or paid in cash		Stock Awards (1) (2)		Total
Barry A. Igdaloff	$	60,875	$	23,400	$	84,275
Howard M. Amster	$	27,750	$	19,500	$	47,250
Howard Timothy Eriksen	$	27,750	$	19,500	$	47,250
Lee D. Keddie	$	32,750	$	19,500	$	52,250

(1) Represents the aggregate grant date fair value computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718.

(2) Represents the grant date fair value of 500,000 shares of restricted stock granted to each of the non-employee directors, except Mr. Igdaloff received 600,000 shares, on October 1, 2019, pursuant to the terms and conditions of the 2015 Incentive Plan and each director’s respective award agreement.  These shares vest 50% on the first anniversary of the grant date and 50% on the second anniversary of the grant date.

On September 20, 2019, the Board approved base compensation for each of the Company’s non-employee directors, Barry A. Igdaloff, Howard M. Amster, Howard Timothy Eriksen and Lee D. Keddie, in an amount of $36,000 per annum, payable in cash on a quarterly basis and 500,000 shares of restricted stock.  The Board approved additional compensation for the chairmen of the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee in the amounts of $15,000, $5,000, and $5,000 per annum, respectively, payable in cash on a quarterly basis. In addition, the Board approved additional compensation for the Lead Director of 100,000 shares of restricted stock.

In payment of the equity component of the directors' base compensation as discussed above, on October 1, 2019, each of the non-employee directors received 500,000 shares of restricted stock, except Mr. Igdaloff received 600,000 shares, pursuant to the terms and conditions of the 2015 Incentive Plan and each director’s respective award agreement. These shares vest at 50% on the first anniversary of the grant date and 50% on the second anniversary of the grant date. 

EXECUTIVE COMPENSATION

Our named executive officers during 2019 (each a “Named Executive Officer”) were(i) David W. Pointer, our Chief Executive Officer and Chairman of the Board, (ii) Carolyn K. Campbell, our Chief Financial Officer and (iii) Richard M. Rector, formerly President of HCS.

Summary Compensation Table

The following table sets forth the compensation of our Named Executive Officers for the periods indicated.

Name and Principal Position	Year	Salary		Bonus		Stock Awards (1)		All Other Compensation		Total
David W. Pointer (2) (3)	2019	$	131,154	$	150,000	$	100,000	$	90	$	381,244
Chief Executive Officer and Chairman	2018	$	72,693	$	60,000	$	—	$	66	$	132,758
Carolyn K. Campbell (4)	2019	$	150,000	$	46,750	$	12,500	$	340	$	209,590
Chief Financial Officer	2018	$	144,904	$	42,500	$	—	$	356	$	187,760
Richard M. Rector (5)	2019	$	80,524	$	—	$	—	$	112,500	$	193,025
Former President, Healthcare Staffing, Inc.	2018	$	225,000	$	52,000	$	—	$	64,095	$	341,095

(1) Represents the aggregate grant date fair value computed in accordance with FASB ASC Topic 718.

(2) Mr. Pointer serves as the Chief Executive Officer of both Novation and HCS.

(3) Represents the grant date fair value of 2,000,000 shares of restricted stock granted to Mr. Pointer on January 22, 2019. 100% of these shares vested on October 1, 2019.

(4) Represents the grant date fair value of 250,000 shares of restricted stock granted to Ms. Campbell on January 22, 2019. 100% of these shares vested on October 1, 2019.

(5) Mr. Rector resigned from his positions with HCS effective April 2019. Other compensation for 2019 includes severance paid to Mr. Rector under the terms of his employment agreement. Other compensation for 2018 includes a payment to Mr. Rector for his buyout of accrued paid time off pursuant to the HCS paid time off policy and certain tax waivers per the HCS Purchase Agreement.

Outstanding Equity Awards at Fiscal Year-End 2019

There were no outstanding equity incentive plan awards for our Named Executive Officers as of December 31, 2019.

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Employment Agreements and Arrangements with Named Executive Officers

David W. Pointer

Mr. Pointer entered an employment agreement with the Company on October 1, 2019 (the “Pointer Employment Agreement”). Mr. Pointer's base salary is $250,000, and he is eligible to earn an annual bonus, based on performance benchmarks, and to participate in any equity programs of the Company, at the Company's discretion. The Pointer Employment Agreement has an indefinite term and provided that Mr. Pointer is an employee “at-will,” and his employment may be terminated at any time by either party, with or without cause, for any reason or no reason. If Mr. Pointer’s employment is terminated by the Company other than for “cause” or by Mr. Pointer for “good reason” (each as defined in the Pointer Employment Agreement), Mr. Pointer will receive, over a period of 6 months following termination, compensation at an annual rate equal to his then-existing annual base salary.

Carolyn K. Campbell

Ms. Campbell entered an employment agreement with the Company on August 9, 2017 (the “Campbell Employment Agreement”). Ms. Campbell's base salary is $150,000, and she is eligible to participate in any equity programs of the Company, at the Company's' discretion. The Campbell Employment Agreement has an indefinite term and provided that Ms. Campbell is an employee “at-will,” and her employment may be terminated at any time by either party, with or without cause, for any reason or no reason. If Ms. Campbell’s employment is terminated by the Company other than for “cause” or by Ms. Campbell for “good reason” (each as defined in the Campbell Employment Agreement), Ms. Campbell will receive, over a period of 3 months following termination, compensation at an annual rate equal to her then-existing annual base salary.

Richard M. Rector

Richard M. Rector, formerly President of HCS,resigned from his positions with HCS effective April 2019. Mr. Rector entered an employment agreement with the Company and HCS on July 27, 2017 (the “Rector Employment Agreement”). Mr. Rector’s base salary was $225,000, and he was eligible to earn a quarterly bonus, based on the Company’s EBITA achievement, and to participate in the Company’s 2015 Incentive Stock Plan. The Rector Employment Agreement also provided for a grant of 1,000,000 restricted shares of the Company’s common stock pursuant to the terms of the Rector Employment Agreement and the Company’s 2015 Incentive Stock Plan. The Rector Employment Agreement had an indefinite term and provided that Mr. Rector was an employee “at-will,” and his employment could be terminated at any time by either party, with or without cause, for any reason or no reason. If Mr. Rector’s employment was terminated by the Company other than for “cause” or by Mr. Rector for “good reason” (each as defined in the Rector Employment Agreement), Mr. Rector would receive, over a period of 6 months following termination, compensation at an annual rate equal to his then-existing annual base salary and immediate vesting of any Novation restricted shares that were scheduled to vest within one year after the date of termination of employment, if any, pursuant to Novation’s 2015 Incentive Stock Plan.

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Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following table sets forth sets forth certain information with respect to beneficial ownership of the Company’s common stock as of March 23, 2020 by: (i) each person, or group of affiliated persons, known to us to beneficially own more than 5% of our outstanding common stock, (ii) each of our directors and named executive officers, and (iii) all of our current directors and executive officers as a group. The amounts and percentages of common stock beneficially owned are reported on the basis of regulations of the SEC governing the determination of beneficial ownership of securities. The information relating to 5% beneficial owners is based on information we received from such holders. Except as otherwise set forth below, the address of the persons listed below is c/o Novation Companies, Inc., 9229 Ward Parkway, Suite 340, Kansas City, MO 64114.

	Beneficial Ownership of Common Stock
Name of Beneficial Owner	Shares		Percent of Class (1)
Directors and Named Executive Officers
Howard M. Amster (2)		3,538,623		3.1	%
Howard Timothy Eriksen (3)		1,333,333		1.2	%
Barry A. Igdaloff (4)		10,170,376		9.1	%
Lee D. Keddie (5)		1,333,333		1.2	%
Carolyn K. Campbell (6)		565,000		*
David W. Pointer (7)		4,000,000		3.6	%
Richard M. Rector (8)		—		—
All current directors and executive officers as a group (6 persons) (9)		20,940,665		18.6	%
5% Beneficial Owners
Massachusetts Mutual Life Insurance Company (10)		19,258,775		17.1	%

*	Less than 1%
(1)	Based on 114,655,893 shares of common stock outstanding as of March 17, 2020.  Shares of common stock issuable upon exercise of options, warrants or other rights or the conversion of other convertible securities beneficially owned that are exercisable or convertible within 60 days are deemed outstanding for the purpose of computing the percentage ownership of the person holding such securities and rights and all directors and executive officers as a group.
(2)	Consists of 3,026,567 shares of common stock, 500,000 shares of unvested restricted stock and 12,056 shares of common stock issuable upon exercise of options held directly.
(3)	Consists of  833,333 shares of common stock and 500,000 shares unvested restricted stock.
(4)	Consists of 6,101,306 shares of common stock, 600,000 shares of unvested restricted stock and 12,056 shares of common stock issuable upon exercise of options held directly; and 3,457,014 shares of common stock controlled by Mr. Igdaloff as a registered investment advisor.
(5)	Consists of  833,333 shares of common stock and 500,000 shares unvested restricted stock.
(6)	Consists of 400,000 shares of common stock and 165,000 shares of unvested restricted stock.
(7)	Consists of 2,000,000 shares of common stock and 2,000,000 shares of unvested restricted stock.
(8)	Mr. Rector resigned from his positions with the Company and its subsidiaries effective April 2019.
(9)	Consists of 16,651,553 shares of common stock; 4,265,000 shares of unvested restricted stock; and 24,112 shares of common stock issuable upon exercise of options. Excludes shares beneficially owned by Mr. Rector who is no longer an executive officer of the Company.
(10)	Based on a Form 3 filed on December 14, 2011, Massachusetts Mutual Life Insurance Company (“MassMutual”) may be deemed to own beneficially and indirectly 19,258,775 shares of common stock held in one or more advisory accounts and private investment funds. Babson Capital Management LLC acts as investment adviser to these advisory accounts and private investment funds, and in such capacities may also be deemed to be the beneficial owner of such shares.  The address of MassMutual is 1295 State Street, Springfield, MA 01111.

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Equity Compensation Plan Information

The following table sets forth information as of December 31, 2019 with respect to compensation plans under which the Company’s common stock may be issued.

Plan Category	Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights		Weighted Average Exercise Price of Outstanding Options, Warrants and Rights		Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Shares Reflected in the First Column)
Equity compensation plans approved by stockholders (1)		24,112	$	1.00		6,274,211
Equity compensation plans not approved by stockholder		—		—		—
Total		24,112	$	1.00		6,274,211

(1) Represents shares that may be issued pursuant to outstanding options awarded under the 2015 Incentive Plan.

Item 13. Certain Relationships and Related Transactions, and Director Independence

Related Party Transactions

The Company has adopted a written policy that addresses the review, approval or ratification of any transaction, arrangement, or relationship or series of similar transactions, arrangements or relationships, including any indebtedness or guarantee of indebtedness, between the Company and any related party, in which the aggregate amount involved exceeds the lesser of $120,000 or 1% of the average of the Company’s total assets at year-end for the last two completed fiscal years.  Under the policy, a related party of the Company includes:

• Any executive officer, or any director or nominee for election as a director;

• Any person who owns more than 5% of the Company’s voting securities;

• Any immediate family member of any of the foregoing; or

• Any entity in which any of the foregoing persons is employed or is a partner or principal or in a similar position or in which such person has a 10% beneficial ownership interest.

Under the policy, the Board reviews the material facts of any related party transaction and approves it prior to its occurrence. If advance approval is not feasible, then the Board will either ratify the transaction at its next regularly scheduled meeting or the transaction will be rescinded. In making its determination to approve or ratify any related party transaction, the Board may consider such factors as (i) the extent of the related party’s interest in the transaction, (ii) if applicable, the availability of other sources of comparable products or services, (iii) whether the terms of the transaction are no less favorable than terms generally available to Company in unaffiliated transactions under like circumstances, (iv) the benefit to the Company, and (v) the aggregate value of the transaction.

No director may engage in any Board discussion or approval of any related party transaction in which he or she is a related party, but that director is required to provide the Board with all material information reasonably requested concerning the transaction.

Director Independence

The Board has determined that all of our non-employee directors are independent within the meaning of SEC and NASDAQ rules. The Board has also determined that all directors serving on the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee are independent within the meaning of SEC and NASDAQ rules. Although the Company’s securities are not listed on NASDAQ, the Company uses the independence standards provided in NASDAQ rules in determining whether or not our directors are independent.

37

Item 14. Principal Accountant Fees and Services

Audit Fees

The following table presents aggregate fees billed for professional services rendered by Boulay PLLP. There were no other professional services rendered or fees billed by Boulay PLLP.

	For the Fiscal Years Ended December 31,
	2019		2018
Audit fees (1)	$	122,000	$	118,449
Tax (2)		11,000		60,249
Total	$	133,000	$	178,698

(1) Annual audit and quarterly reviews of our consolidated financial statements, assistance with and review of documents filed with the SEC.

(2) Preparation and filing of annual state and federal income taxes.

Pre-Approval Policies and Procedures

The Audit Committee has adopted a policy with respect to the pre-approval of all audit and non-audit services provided by our independent registered public accounting firm. All fees paid to our independent registered public accounting firm for fiscal years 2019 and 2018 were pre-approved in accordance with these policies. Generally, the policy requires that the Audit Committee annually approve fees exceeding $50,000 for audit services, audit-related and tax services. Fees expected to exceed $10,000 for all other services must be approved prior to engagement for those services.

PART IV

Item 15. Exhibits and Financial Statements Schedules

Financial Statements and Schedules

(1) The financial statements as set forth under Item 8 of this Form 10-K are included herein.

(2) The required financial statement schedules are omitted because the information is disclosed elsewhere herein.

Exhibits

We describe the exhibits filed as part of, or incorporated by reference into, this Form 10-K in the Exhibit Index below.

Item 16. Form 10-K Summary

None.

38

EXHIBIT INDEX

Exhibit No.	Description of Document
2.1	Membership Interest Purchase Agreement, dated as of December 21, 2015, by and among Novation Companies, Inc., Corvisa Services LLC and ShoreTel, Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed on December 21, 2015).
2.2	Stock Purchase Agreement, dated as of February 1, 2017, by and among Novation Companies, Inc., Novation Holding, Inc., Healthcare Staffing, Inc. and Butler America, LLC (incorporated by reference to Exhibit 2.1 on the Current Report on Form 8-K filed on February 3, 2017).**
2.3	Closing Agreement, dated as of July 27, 2017, by and among Novation Companies, Inc., Novation Holding, Inc., Healthcare Staffing, Inc. and Butler America, LLC (incorporated by reference to Exhibit 2.1 on the Quarterly Report on Form 10-Q filed on February 26, 2018).
3.1	Articles of Amendment and Restatement (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on August 2, 2017).
3.2	Articles of Amendment to Articles of Amendment and Restatement (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on December 14, 2018).
3.3	Second Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K filed on August 2, 2017).
4.1	Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the Quarterly Report Form 10-Q filed on August 5, 2005).
4.2	Rights Agreement, dated as of September 15, 2011, by and between NovaStar Financial, Inc. and Computershare Trust Company, N.A., as rights agent (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed on September 21, 2011).
4.3	First Amendment to Rights Agreement, dated June 20, 2014, by and between the Company and Computershare Trust Company, N.A. (incorporated by reference to Exhibit 4.2 to Form 8-A/A filed on June 20, 2014).
4.4	Second Amendment to Rights Agreement, dated August 24, 2015, by and between the Company and Computershare Trust Company, N.A. (incorporated by reference to Exhibit 4.3 to the Form 8-A12G filed on August 28, 2015).
4.5	Third Amendment to Rights Agreement, dated as of July 20, 2018, between Novation Companies, Inc. and Computershare Trust Company, N.A. (incorporated by reference to Exhibit 4.1 on the Current Report on Form 8-K filed on July 25, 2018).
4.6	Description of the Company's Securities
10.1	Novation Companies, Inc. 2015 Incentive Stock Plan (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q filed on August 7, 2015).*
10.2	Form of Restricted Stock Award Agreement for Non-Employee Directors under the Novation Companies, Inc. 2015 Incentive Stock Plan (incorporated by reference to Exhibit 10.3 to the Annual Report on Form 10-K filed on October 26, 2017).*
10.3	Form of Restricted Stock Award Agreement for Employees under the Novation Companies, Inc. 2015 Incentive Stock Plan (incorporated by reference to Exhibit 10.4 to the Annual Report on Form 10-K filed on October 26, 2017).*
10.4	Amended and Restated 2004 Incentive Stock Plan (as amended May 29, 2014) (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on May 30, 2014).*
10.5	First Amendment to the Company's Amended and Restated 2004 Incentive Stock Plan (incorporated by reference to Appendix A to Form DEF 14A filed on April 25, 2014).*
10.6	Form of Stock Option Agreement under NovaStar Financial, Inc. 2004 Incentive Stock Plan (incorporated by reference to Exhibit 10.25.1 to the Current Report on Form 8-K filed on February 4, 2005).*
10.7	Form of Restricted Stock Award Agreement under NovaStar Financial, Inc. 2004 Incentive Stock Plan (incorporated by reference to Exhibit 10.25.2 to the Current Report on Form 8-K filed on February 4, 2005).*
10.8	Form of Employee Non-Qualified Stock Option Agreement under the Company's Amended and Restated 2004 Incentive Stock Plan (incorporated by reference to Exhibit 10.4 to the Annual Report on Form 10-Q filed on August 7, 2014).*
10.9	Employment Agreement, dated as of October 1, 2019, by and between Novation Companies, Inc. and David W. Pointer (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on September 25, 2019).*

39

10.10	Employment Agreement, dated as of August 9, 2017, by and between Novation Companies, Inc. and Carolyn Campbell (incorporated by reference to Exhibit 10.11 to the Annual Report on Form 10-K filed on April 10, 2018).*
10.11	Senior Secured Note Purchase Agreement, dated as of July 27, 2017, among Novation Companies, Inc., Novation Holding, Inc., Healthcare Staffing, Inc., Taberna Preferred Funding I, Ltd., Taberna Preferred Funding II, Ltd., Kodiak CDO I, Ltd., and Wilmington Savings Fund Society, FSB (incorporated by reference to Exhibit 10.1 on the Quarterly Report on Form 10-Q filed on February 26, 2018).
10.12	First Amendment to Senior Secured Note Purchase Agreement (incorporated by reference to Exhibit 10.1 on the Quarterly Report on Form 10-Q filed on August 12, 2019).
21.1	Subsidiaries of the Registrant.
23.1	Consent of Boulay PLLP.
31.1	Principal Executive Officer Certification filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Principal Financial Officer Certification filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Principal Executive Officer Certification furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Principal Financial Officer Certification furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101	The following financial information from Novation Companies, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2019, formatted in XBRL (Extensible Business Reporting Language) includes: (i) Consolidated Balance Sheets as of December 31, 2019 and December 31, 2018, (ii) Consolidated Statements of Operations for the years ended December 31, 2019 and 2018, (iii) Consolidated Statements of Comprehensive Income for the years ended December 31, 2019 and 2018, (iv) Consolidated Statements of Shareholders' Deficit for the years ended December 31, 2019 and 2018, (v) Consolidated Statements of Cash Flows for the years ended December 31, 2019 and 2018, and (vi) the Notes to Consolidated Financial Statements.
* Management contract or compensatory plan or arrangement.
** The registrant has omitted certain schedules and exhibits to this agreement in accordance with Item 601(b)(2) of Regulation S-K, and will supplementally furnish a copy of any omitted schedule and/or exhibit to the Securities and Exchange Commission upon request.

40

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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:	March 23, 2020	/s/ DAVID W. POINTER
		David W. Pointer, Chief Executive Officer and Chairman

DATE:	March 23, 2020	/s/ CAROLYN K. CAMPBELL
		Carolyn K. Campbell, Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and dates indicated.

DATE:	March 23, 2020	/s/ DAVID W. POINTER
		David W. Pointer, Chief Executive Officer and Chairman
		(Principal Executive Officer)
DATE:	March 23, 2020	/s/ CAROLYN K. CAMPBELL
		Carolyn K. Campbell, Chief Financial Officer
		(Principal Financial Officer and Principal Accounting Officer)
DATE:	March 23, 2020	/s/ HOWARD M. AMSTER
		Howard M. Amster, Director
DATE:	March 23, 2020	/s/ HOWARD TIMOTHY ERIKSEN
		Howard T. Eriksen, Director
DATE:	March 23, 2020	/s/ BARRY A. IGDALOFF
		Barry A. Igdaloff, Director
DATE:	March 23, 2020	/s/ LEE D. KEDDIE
		Lee D. Keddie, Director

41

EX-4.6

Exhibit 4.6

DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934

Novation Companies, Inc. (“Novation” or the “Company”) has authority to issue 800,000,000 shares of capital stock (the “Capital Stock”), consisting of 780,000,000 shares of common stock, $0.01 par value per share (the “Common Stock”), and 20,000,000 shares of preferred stock, $0.01 par value per share, of which 50,000 shares of preferred stock are currently designated as Series F Junior Participating Preferred Stock (“Series F Preferred Stock”). The following is a summary of the material terms of the Common Stock and the Series F Preferred Stock. This summary is qualified in its entirety by reference to Novation’s Amended and Restated Certificate of Incorporation, as amended (the “Charter”), Novation’s Second Amended and Restated By-laws (the “By-laws”), and the Rights Agreement (as defined below), which are incorporated herein by reference as Exhibit 3.1 and 3.2, Exhibit 3.3 and Exhibit 3.4, respectively, to Novation’s Annual Report on Form 10-K of which this exhibit is a part. Please read the Charter, the By-laws, the Rights Agreement and applicable provisions of the Maryland General Corporation Law (the “MGCL”) for additional information.

The Company’s Board of Directors (the “Board”) has the power to classify and reclassify any of the shares of Capital Stock in accordance with the Charter and the MGCL.

Common Stock

Each share of Common Stock has one vote, and, except as otherwise provided in respect of any class of Capital Stock hereafter classified or reclassified, the exclusive voting power for all purposes will be vested in the holders of the Common Stock. Subject to the provisions of law and any preferences of any class of Capital Stock hereafter classified or reclassified, dividends, including dividends payable in shares of the Capital Stock, may be paid on the Common Stock at such time and in such amounts as the Company’s Board of Directors (the “Board”) may deem advisable.

In the event of any liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, the holders of the Common Stock will be entitled, after payment or provision for payment of the debts and other liabilities of the Company and the amount to which the holders of any class of Capital Stock hereafter classified or reclassified having a preference on distributions in the liquidation, dissolution or winding up of the Company will be entitled, together with the holders of any other class of Capital Stock hereafter classified or reclassified not having a preference on distributions in the liquidation, dissolution or winding up of the Company, to share ratably in the remaining net assets of the Company.

The Common Stock has no preemptive rights, conversion rights or other subscription rights or redemption or sinking fund provisions.

Series F Junior Participating Preferred Stock and the Rights Agreement

The Series F Preferred Stock, if issued, will have the following preferences, conversion and other rights, among others.

• will not be redeemable;

• will entitle holders to dividends equal to the dividends, if any, paid on one share of Common Stock;

• will entitle holders upon liquidation either to receive $1.00 per share or an amount equal to the payment made on one share of Common Stock, whichever is greater;

• will vote together with the Common Stock as one class on all matters submitted to a vote of shareholders of the Company and will have the same voting power as one share of Common Stock, except as otherwise provided by law; and

• will entitle holders to a per share payment equal to the payment made on one share of Common Stock, if shares of Common Stock are exchanged via merger, consolidation, or a similar transaction.

The Company is party to a Rights Agreement with Computershare Trust Company, N.A., as Rights Agent (the “Rights Agent”), dated as of September 15, 2011, as amended by a First Amendment to Rights Agreement dated as of June 20, 2014, a Second Amendment to Rights Agreement dated as of August 24, 2015, and a Third Amendment to Rights Agreement dated as of July 20, 2018 (as amended, the “Rights Agreement”). The Rights Agreement is designed to preserve the Company’s ability to use its net operating loss carryforwards (“NOLs”) to reduce potential future income tax liability by generally deterring any person from acquiring shares of the Common Stock if the acquisition would result in such person, together with its affiliates and associates, beneficially owning 4.9% or more of the Common Stock then outstanding without the approval of the Board. The Rights Agreement was ratified, and the extension of its term for 36 months was approved, by the Company’s shareholders on July 21, 2015 and was further extended for an additional 36 months on July 20, 2018. A summary of the terms of the Rights Agreement follows.

General. Under the Rights Agreement, from and after the record date of September 27, 2011, each share of Common Stock carries with it one preferred share purchase right (a “Right”), until the Distribution Date (as defined below) or earlier expiration of the Rights, as described below. In general terms, the Rights will impose a significant penalty upon any person that, together with all Affiliates and Associates (each as defined in the Rights Agreement), acquires 4.9% or more of the outstanding Common Stock after September 15, 2011. Shareholders who owned 4.9% or more of the outstanding Common Stock as of the close of business on September 15, 2011, will not trigger the Rights so long as they do not fall under 4.9% ownership of Common Stock and then re-acquire shares that in the aggregate equal 4.9% or more of the Common Stock. A person will not trigger the Rights solely as a result of any transaction that the Board determines, in its sole discretion, is an exempt transaction for purposes of triggering the Rights. Massachusetts Mutual Life Insurance Company (“Mass Mutual”) and its Affiliates and Associates will be exempt for the purposes of the Rights Agreement, unless and until Mass Mutual (or any Affiliates of Mass Mutual) acquires any Common Stock other than pursuant to any transfers of Common Stock or other Company equity interests between Mass Mutual and its Affiliates.

The Board may, in its sole discretion prior to the Distribution Date, exempt any person or group for purposes of the Rights Agreement if it determines the acquisition by such person or group will not jeopardize the tax benefits or is otherwise in the Company’s best interests. Any person that acquires shares of Common Stock in violation of these limitations is known as an “Acquiring Person” under the Rights Agreement.

The Rights. From the record date of September 27, 2011, until the Distribution Date or earlier expiration of the Rights, the Rights will trade with, and will be inseparable from, the Common Stock. New Rights will also accompany any new shares of Common Stock that the Company issues, until the Distribution Date or earlier expiration of the Rights.

Exercise Price. Each Right will allow its holder to purchase from the Company one ten-thousandth of a share of Series F Preferred Stock (“Preferred Share”) for $2.33, subject to adjustment (the “Exercise Price”), once the Rights become exercisable. This portion of a Preferred Share will give the shareholder approximately the same dividend, voting, and liquidation rights as would one share of Common Stock. Prior to exercise, the Right does not give its holder any dividend, voting, or liquidation rights.

Exercisability. The Rights will not be exercisable until 15 business days after the public announcement by the Company, or by an Acquiring Person that provides actual notice to the Company that it has become an Acquiring Person, unless the Rights Agreement is theretofore terminated or the Rights are theretofore redeemed (as described below).

The date when the Rights become exercisable is referred to as the “Distribution Date.” Until that date or earlier expiration of the Rights, the Common Stock certificates will also evidence the Rights, and any transfer of shares of Common Stock will constitute a transfer of Rights. After that date, the Rights will separate from the Common Stock and be evidenced by book-entry credits or by Rights certificates that the Company will mail to all eligible holders of Common Stock. Any Rights held by an Acquiring Person, or any Affiliates or Associates of the Acquiring Person, are void and may not be exercised.

Consequences of a Person or Group Becoming an Acquiring Person. If a person or group becomes an Acquiring Person, all holders of Rights except the Acquiring Person, or any Affiliates or Associates of the Acquiring Person, may, upon payment of the Exercise Price, purchase shares of Common Stock with a market value of twice the Exercise Price, based on the ‘current per share market price’ of the Common Stock (as defined in the Rights Agreement) on the date of the acquisition that resulted in such person or group becoming an Acquiring Person.

Exchange. After a person or group becomes an Acquiring Person, the Board may extinguish the Rights by exchanging one share of Common Stock or an equivalent security for each Right, other than Rights held by the Acquiring Person or any Affiliates or Associates of the Acquiring Person.

Preferred Share Provisions. Each one ten-thousandth of a Preferred Share, if issued:

• will not be redeemable;

• will entitle holders to dividends equal to the dividends, if any, paid on one share of Common Stock;

• will entitle holders upon liquidation either to receive $1.00 per share or an amount equal to the payment made on one share of Common Stock, whichever is greater;

• will vote together with the Common Stock as one class on all matters submitted to a vote of shareholders of the Company and will have the same voting power as one share of Common Stock, except as otherwise provided by law; and

• will entitle holders to a per share payment equal to the payment made on one share of Common Stock, if shares of Common Stock are exchanged via merger, consolidation, or a similar transaction.

Expiration. The Rights will expire on the earliest of (i) the earlier of (A) 5:00 p.m., New York City time, on the date that the votes of the shareholders of the Company with respect to the Company’s 2018 annual meeting of the shareholders are certified, unless the continuation of the Rights Agreement is approved by the affirmative vote of the majority of the votes cast at such meeting, or (B) 5:00 p.m., New York City time, on July 20, 2021, (ii) the time at which the Rights are redeemed, (iii) the time at which the Rights are exchanged, (iv) the time at which the Board determines that the Company’s NOLs are utilized in all material respects or that an ownership change under Section 382 of the Internal Revenue Code would not adversely impact in any material respect the time period in which the Company could use the NOLs, or materially impair the amount of the NOLs that could be used by the Company in any particular time period, for applicable tax purposes or (v) a determination by the Board, prior to the Distribution Date, that the Rights Agreement and the Rights are no longer in the best interests of the Company and its stockholders.

Redemption. The Board may redeem the Rights for $0.0001 per Right at any time before the Distribution Date. If the Board redeems any Rights, it must redeem all of the Rights. Once the Rights are redeemed, the only right of the holders of Rights will be to receive the redemption price of $0.0001 per Right. The redemption price will be adjusted if the Company has a stock split or stock dividends of the Common Stock.

Anti-Dilution Provisions. The Board may adjust the Exercise Price, the number of Preferred Shares issuable and the number of outstanding Rights to prevent dilution that may occur from a stock dividend, a stock split, or a reclassification of the Preferred Shares or Common Stock.

Amendments. The terms of the Rights Agreement may be amended by the Board without the consent of the holders of the Rights. After the Distribution Date, the Board may not amend the Rights Agreement in a way that adversely affects holders of the Rights (other than an Acquiring Person, or an Affiliate or Associate of an Acquiring Person).

EX-21.1

Exhibit 21.1

SUBSIDIARIES OF THE REGISTRANT

Novation Holding, Inc., a Delaware Corporation

Healthcare Staffing, Inc., a Georgia corporation

NovaStar Mortgage LLC, a Virginia limited liability company

NovaStar Mortgage Funding Corporation, a Delaware corporation

NovaStar REMIC Financing Corporation, a Delaware corporation

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the Registration Statements on Form S-8 (File No. 333-206184, File No. 333-196909 and File No. 333-116998) of Novation Companies, Inc. of our report dated March 23, 2020 relating to the consolidated financial statements that appear in this Annual Report on Form 10-K as of and for the year ended December 31, 2019.

/s/ BOULAY PLLP

Minneapolis, MN

March 23, 2020

EX-31.1

Exhibit 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, David W. Pointer, certify that:

1. I have reviewed this Annual Report on Form 10-K of Novation Companies, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls over financial reporting.

DATE:	March 23, 2020	/s/ David W. Pointer
		David W. Pointer
		Chief Executive Officer
		(Principal Executive Officer)

EX-31.2

Exhibit 31.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Carolyn K. Campbell, certify that:

1. I have reviewed this Annual Report on Form 10-K of Novation Companies, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls over financial reporting.

DATE:	March 23, 2020	/s/ Carolyn K. Campbell
		Carolyn K. Campbell
		Chief Financial Officer
		(Principal Financial Officer)

EX-32.1

Exhibit 32.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 

In connection with the Annual Report of Novation Companies, Inc. (the “Company”) on Form 10-K for the period ended December 31, 2019, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, David W. Pointer, Chief Executive Officer of the Company, certify as of the date hereof, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes - Oxley Act of 2002, that to my knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

DATE:	March 23, 2020	/s/ David W. Pointer
		David W. Pointer
		Chief Executive Officer
		(Principal Executive Officer)

EX-32.2

Exhibit 32.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 

In connection with the Annual Report of Novation Companies, Inc. (the “Company”) on Form 10-K for the period ended December 31, 2019, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Carolyn K. Campbell, Chief Financial Officer of the Company, certify as of the date hereof, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes - Oxley Act of 2002, that to my knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

DATE:	March 23, 2020	/s/ Carolyn K. Campbell
		Carolyn K. Campbell
		Chief Financial Officer
		(Principal Financial Officer)

XML

Note 2 - Reorganization

12 Months Ended

Dec. 31, 2019

Notes to Financial Statements

Reorganization under Chapter 11 of US Bankruptcy Code Disclosure [Text Block]

Note

2.

Reorganization

On

July 20, 2016,

Novation and

three

of its subsidiaries, NMLLC, NovaStar Mortgage Funding Corporation ("NMFC") and

2114

Central LLC, filed voluntary 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. 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. On

April 19, 2019,

the Bankruptcy Court approved the Motion for Final Decrees for Novation and NMLLC. On

July 16, 2019,

the bankruptcy case of NMFC was dismissed by order of the Bankruptcy Court.

Reorganization and bankruptcy-related expenses for the

twelve

months ended

December 31, 2019

and 

December 31, 2018

were $

0.06

million and $

1.9

million, respectively.

XML

Note 6 - Goodwill and Intangible Assets (Tables)

12 Months Ended

Dec. 31, 2019

Notes Tables

Schedule of Intangible Assets and Goodwill [Table Text Block]

	December 31, 2019						December 31, 2018
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Indefinite-lived assets (in thousands):
Goodwill	$	3,905	$	—	$	3,905	$	8,205	$	—	$	8,205
Tradenames		1,147		—		1,147		1,147		—		1,147
	$	5,052	$	—	$	5,052	$	9,352	$	—	$	9,352
Finite-lived assets (in thousands):
Customer relationships	$	6,895	$	2,380	$	4,515	$	6,895	$	1,395	$	5,500
Non-compete agreement		627		505		122		627		296		331
	$	7,522	$	2,885	$	4,637	$	7,522	$	1,691	$	5,831

Schedule of Goodwill [Table Text Block]

	Years Ended December 31,
	2019			2018
Goodwill activity (in thousands):
Beginning balance	$	8,205		$	8,205
Impairment charge		(4,300	)		—
Ending balance	$	3,905		$	8,205

Finite-lived Intangible Assets Amortization Expense [Table Text Block]

Amortization expense (in thousands):
2018	$	1,194
2019		1,194
Estimated future amortization expense (in thousands):
2020	$	1,107
2021		985
2022		985
2023		985
Thereafter		575
Total estimated amortization expense	$	4,637

XML

Consolidated Statements of Operations and Comprehensive Income (Loss) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Service fee income	$ 63,474	$ 55,126
Cost and expenses:
Cost of services	56,483	48,149
General and administrative expenses	8,345	8,089
Goodwill impairment	4,300	0
Operating loss	(5,654)	(1,112)
Interest income - mortgage securities		1,133
Impairment on mortgage securities		(325)
Gains on sales of investments		12,881
Other income	39	411
Interest expense	(4,522)	(5,279)
Reorganization items, net	(63)	(1,864)
Income (loss) before income taxes	(10,200)	5,845
Income tax expense (benefit)	25	(289)
Net income (loss)	(10,225)	6,134
Other comprehensive loss:
Reclassification gain on marketable securities included in net income		(12,881)
Unrealized gains on marketable securities	1	1,486
Total other comprehensive income (loss)	1	(11,395)
Total comprehensive loss	$ (10,224)	$ (5,261)
Earnings (loss) per share:
Basic (in dollars per share)	$ (0.10)	$ 0.07
Diluted (in dollars per share)	$ (0.10)	$ 0.06
Weighted average common shares outstanding:
Basic (in shares)	100,472,515	93,961,799
Diluted (in shares)	100,472,515	94,470,057

XML

Note 12 - Earnings (Loss) Per Share (Tables)

12 Months Ended

Dec. 31, 2019

Notes Tables

Schedule of Earnings Per Share, Basic and Diluted [Table Text Block]

	For the Years Ended December 31,
	2019			2018
Numerator, in thousands:
Net income (loss) available to common shareholders	$	(10,225	)	$	6,134
Denominator:
Weighted average common shares outstanding – basic		100,472,515			93,961,799
Weighted average common shares outstanding – dilutive:
Weighted average common shares outstanding – basic		100,472,515			93,961,799
Stock options		—			—
Common stock warrants		—			—
Nonvested shares		—			508,258
Weighted average common shares outstanding – dilutive		100,472,515			94,470,057
Basic earnings (loss) per share:
Net income (loss) available to common shareholders	$	(0.10	)	$	0.07
Diluted earnings (loss) per share:
Net income (loss) available to common shareholders	$	(0.10	)	$	0.06

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block]

	For the Years Ended December 31,
	2019		2018
Number of stock options (in thousands)		24		72
Weighted average exercise price of stock options	$	1.00	$	1.17

XML

Note 11 - Fair Value Accounting - Carrying Values and Fair Values of Financial Instruments (Details) - USD ($) $ in Thousands	Dec. 31, 2019	Jan. 01, 2019	Dec. 31, 2018	Jan. 01, 2018
Reported Value Measurement [Member] | Fair Value, Inputs, Level 1 [Member]
Equity securities (Level 1)				$ 1
Reported Value Measurement [Member] | Fair Value, Inputs, Level 3 [Member]
Senior notes (Level 3)		$ 86,824		$ 85,938
Estimate of Fair Value Measurement [Member] | Fair Value, Inputs, Level 1 [Member]
Equity securities (Level 1)			$ 1
Estimate of Fair Value Measurement [Member] | Fair Value, Inputs, Level 3 [Member]
Senior notes (Level 3)	$ 21,289		$ 24,659

XML

Note 9 - Commitments and Contingencies (Details Textual) $ in Millions	Mar. 01, 2019 USD ($)	Dec. 21, 2018 USD ($)	Nov. 29, 2018 USD ($)	Oct. 25, 2018	Jun. 24, 2013 USD ($)	Dec. 31, 2007 USD ($)
NovaStar Mortgage Funding Trust Case [Member]
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate, Number of Loans					43
Loans Summoned in Litigation Case					$ 6.5
Payments for Legal Settlements	$ 0.3
Settlement Period for Quarterly Payments				3 years
Loss Contingency Accrual, Ending Balance	$ 0.3
Indemnity Claimants’ Claims [Member]
Settlement Period for Quarterly Payments			3 years
Loss Contingency Accrual, Ending Balance			$ 0.4
Litigation Settlement, Amount Awarded to Other Party		$ 0.5
Claims to Repurchase Securitized Loans [Member]
Principal Amount Outstanding on Loans Securitized or Asset-backed Financing Arrangement						$ 43,100.0

XML

Note 13 - Income Taxes (Details Textual) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent	21.00%
Deferred Tax Assets, Valuation Allowance, Total	$ 166,545	$ 163,992
Operating Loss Carryforwards, Total	727,200
Operating Loss Carryforwards, Mortgage Securities	250,300
Operating Loss Carryforwards with No Expiration	92,600
Unrecognized Tax Benefits, Ending Balance	0	11	$ 328
Unrecognized Tax Benefits Reductions Resulting From Lapse Of Applicable Statute Of Limitations, Due In Next Twelve Months	10
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued, Total	$ 100	$ 100
Open Tax Year	2016 2017 2018 2019
Domestic Tax Authority [Member] | Internal Revenue Service (IRS) [Member] | Earliest Tax Year [Member]
Operating Loss Carryforwards, Expiration Date	Dec. 31, 2025
Domestic Tax Authority [Member] | Internal Revenue Service (IRS) [Member] | Latest Tax Year [Member]
Operating Loss Carryforwards, Expiration Date	Dec. 31, 2037
State and Local Jurisdiction [Member] | Earliest Tax Year [Member]
Operating Loss Carryforwards, Expiration Date	Dec. 31, 2018
State and Local Jurisdiction [Member] | Latest Tax Year [Member]
Operating Loss Carryforwards, Expiration Date	Dec. 31, 2037

XML

Note 13 - Income Taxes - Activity in the Accrued Liability for Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Beginning balance	$ 11	$ 328
Gross increases – tax positions in current period		1
Lapse of statute of limitations	(11)	(318)
Ending balance	$ 0	$ 11

XML

Note 4 - Revenue; Accounts and Unbilled Receivables

12 Months Ended

Dec. 31, 2019

Notes to Financial Statements

Loans, Notes, Trade and Other Receivables Disclosure [Text Block]

Note

4.

Revenue; Accounts and Unbilled Receivables

Staffing services include the augmentation of customers' workforce with our contingent employees performing services under the customers' 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"). 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. 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, in thousands, into categories that best depict how the nature, amount, timing, and uncertainty of revenues and cash flows are affected by economic factors.

	For the Year Ended December 31, 2019				For the Year Ended December 31, 2018
Type of Customer
CSB	$	61,620	97.1	%	$	52,491	95.2	%
Other		1,854	2.9	%		2,635	4.8	%
Total	$	63,474	100.0	%	$	55,126	100.0	%

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

	December 31, 2019		December 31, 2018
Accounts receivable	$	4,083	$	3,952
Unbilled receivables (Contract Assets)		2,500		2,170
Total accounts and unbilled receivables	$	6,583	$	6,122

As of

December 31, 2019

and

December 31, 2018

,

management has determined

no

allowance for doubtful accounts is necessary. For the years ended

December 31, 2019

and

December 31, 2018

, 

63.1%

and 

44.6%

of service fee income was generated from 

four

and 

two

customers, respectively. As of

December 31, 2019

, 

61.6%

of accounts and unbilled receivables was due from 

four

customers and 

96.6%

was due from 

14

CSB customers. As of

December 31, 2018

, 

60.9%

of accounts and unbilled receivables was due from 

four

customers and 

95.3%

was due from 

14

CSB customers.

XML

Note 8 - Borrowings

12 Months Ended

Dec. 31, 2019

Notes to Financial Statements

Debt Disclosure [Text Block]

Note

8.

Borrowings

Note Refinancing and

2017

Notes

— On

August 9, 2019,

the Company and 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”) executed a First Amendment to Senior Secured Note Purchase Agreement (the “Amendment”) amending the terms of the Note Purchase Agreement (as defined below) and the

2017

Notes (as defined below) to, among other things, significantly reduce the interest rate applicable from

January 2019

through the

third

quarter of

2028

and allow the Company to apply certain surplus interest payments against future quarterly interest payments. As of

December 31, 2019

, the Company had

$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 the following rates until the maturity date on

March 30, 2033,

with interest payable quarterly in arrears as follows:

1%

per annum from

April 1, 2019

through

December 31, 2023;

2%

per annum from

January 1, 2024

through

December 31, 2028;

and

10%

per annum from

January 1, 2029

through the maturity date. Commencing with the delivery to the Noteholders of the financial statements for the fiscal year ending

December 31, 2019,

the Company is required to remit

50%

of excess cash flow each year to the Noteholders to be applied as a principal reduction to the outstanding balance of the debt. 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 through the execution of the Senior Secured Note Purchase Agreement, dated as of the same date (as amended, the “Note Purchase Agreement”), with NHI and HCS as guarantors (together with the Company, collectively, the “Credit Parties”).

On

April 1, 2019

and on

July 1, 2019,

the Company made payments under the

2017

Notes totaling

$2.6

million. The actual aggregate amounts due for those dates totaled

$0.4

million. Under the terms of the Amendment, the Company is permitted to apply the payment surplus of

$2.2

million against future quarterly interest
payments. Therefore, the Company will

not

have another quarterly interest payment due until

April 1, 2022.

The Note Purchase Agreement contains customary affirmative and negative covenants, including but

not

limited to certain financial covenants. Under the terms of the Amendment, the financial covenants have been waived until the quarter ending

December 31, 2021.

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.

Under the terms of the Amendment, the Company issued to the Noteholders

9,000,000

shares of common stock of the Company and

ten

-year warrants allowing the Noteholders to purchase up to

22,250,000

shares of the Company’s common stock at an exercise price of

$0.01

per share. These warrants can be exercised at any time prior to expiration. See the Company’s discussion in Note

10

to the consolidated financial statements for additional information regarding the Amendment.

Revolving Credit Agreement

— As of

December 31, 2018,

HCS had

$1.9

million outstanding under a Revolving Credit and Security Agreement (the “White Oak Credit Agreement”) between HCS and White Oak Global Advisors, LLC ("White Oak'), which provided HCS with a line of credit of up to

$5,000,000.

Availability under the White Oak Credit Agreement was based on a formula tied to HCS’s eligible accounts receivable. Borrowings bore interest at the prime rate plus

1.25%.

The initial term of the White Oak Credit Agreement expired on

November 17, 2018

but was renewed automatically for a consecutive

one

-year term per the provisions of the White Oak Credit Agreement. The obligations of HCS under the White Oak Credit Agreement were secured by HCS’s inventory and accounts receivable. In the case of an event of default, White Oak was able to, among other remedies, have accelerated payment of all obligations under the White Oak Credit Agreement. In connection with the White Oak Credit Agreement, the Company executed a guaranty in favor of White Oak guaranteeing all of HCS’s obligations under the White Oak Credit Agreement. HCS terminated the White Oak Credit Agreement in

February 2019

and the Company fully repaid the outstanding obligations at that time.

XML

Note 12 - Earnings (Loss) Per Share

12 Months Ended

Dec. 31, 2019

Notes to Financial Statements

Earnings Per Share [Text Block]

Note

12.

Earnings (Loss) Per Share

Basic earnings (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 per share include the effect of conversions of stock options and nonvested shares. The computations of basic and diluted earnings per share for

2019

and

2018

(dollars in thousands, except share and per share amounts) are as follows:

	For the Years Ended December 31,
	2019			2018
Numerator, in thousands:
Net income (loss) available to common shareholders	$	(10,225	)	$	6,134
Denominator:
Weighted average common shares outstanding – basic		100,472,515			93,961,799
Weighted average common shares outstanding – dilutive:
Weighted average common shares outstanding – basic		100,472,515			93,961,799
Stock options		—			—
Common stock warrants		—			—
Nonvested shares		—			508,258
Weighted average common shares outstanding – dilutive		100,472,515			94,470,057
Basic earnings (loss) per share:
Net income (loss) available to common shareholders	$	(0.10	)	$	0.07
Diluted earnings (loss) per share:
Net income (loss) available to common shareholders	$	(0.10	)	$	0.06

Options and warrants to purchase shares of common stock were outstanding during each period as presented below (in thousands, except exercise price), but were

not

included in the computation of diluted earnings (loss) per share because the number of shares assumed to be repurchased was greater than the number of shares to be obtained upon exercise, therefore, the effect would be anti-dilutive.

	For the Years Ended December 31,
	2019		2018
Number of stock options (in thousands)		24		72
Weighted average exercise price of stock options	$	1.00	$	1.17

There have been

no

options granted during

2018

or

2019

. During

2018

, the Company granted 

3.3

million shares to the Board, and all of these shares vested in

2019.

During

2019

, the Company granted 

4.5

 million shares to the directors, officers and other members of management, of which

2.4

million of these shares vested during the year.  The remaining

2.1

million shares will vest equally in

2020

and

2021,

assuming the grantees are still directors at the vest date. As of 

December 31, 2019

and

2018

, respectively, the Company had approximately 

2.2

 million and 

4.2

million non-vested shares outstanding. The weighted average impact of 

0.1

million

and 

0.8

 million non-vested shares and common stock warrants of 

22.3

million granted in the debt restructure were

not

included in the calculation of earnings per share for 

2019

and

2018

, respectively, because they were anti-dilutive.

XML

Note 6 - Goodwill and Intangible Assets - Goodwill Activity (Details) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Sep. 30, 2019	Jun. 30, 2019	Dec. 31, 2019	Dec. 31, 2018
Beginning balance			$ 8,205	$ 8,205
Impairment charge	$ (1,700)	$ (2,600)	(4,300)	0
Ending balance			$ 3,905	$ 8,205

XML

Note 4 - Revenue; Accounts and Unbilled Receivables - Accounts and Unbilled Receivables (Details) - USD ($) $ in Thousands	Dec. 31, 2019	Dec. 31, 2018
Accounts receivable	$ 4,083	$ 3,952
Unbilled receivables (Contract Assets)	2,500	2,170
Total accounts and unbilled receivables	$ 6,583	$ 6,122

XML

Note 13 - Income Taxes - Components of Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Current:
Federal	$ (11)	$ (113)
State and local	36	(176)
Total current	$ 25	$ (289)

XML

Note 13 - Income Taxes

12 Months Ended

Dec. 31, 2019

Notes to Financial Statements

Income Tax Disclosure [Text Block]

Note

13.

Income Taxes

The components of income tax expense (benefit) from continuing operations are (in thousands):

	For the Years Ended December 31,
	2019			2018
Current:
Federal	$	(11	)	$	(113	)
State and local		36			(176	)
Total current	$	25		$	(289	)

Below is a reconciliation of the expected federal income tax expense (benefit) using the federal statutory tax rate of

21%

to the Company’s actual income tax benefit and resulting effective tax rate (in thousands).

	For the Years Ended December 31,
	2019			2018
Income tax expense (benefit) at statutory rate	$	(2,949	)	$	984
State income taxes, net of federal tax benefit		36			36
Valuation allowance		2,528			(688	)
Change in federal tax rate		—			—
Change in state tax rate		—			—
Bankruptcy reorganization		9			17
Uncertain tax positions		—			(371	)
Other		401			(267	)
Total income tax expense (benefit)	$	25		$	(289	)

Prior to

2018

, the Company concluded that it was

no

longer more likely than

not

that it would realize a portion of its deferred tax assets. As such, the Company maintained a full valuation allowance against its net deferred tax assets as of both

December 31, 2019

and

2018

.

The Company's determination of the realizable deferred tax assets 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. As of

December 31, 2019

and

2018

, the Company maintained a valuation allowance of

$

166.5

million and

$

164.0

million, respectively, for its deferred tax assets.

Significant components of the Company’s deferred tax assets and liabilities as of

December 31, 2019

and 

2018

are (in thousands):

	December 31,
	2019			2018
Deferred tax assets:
Federal NOL carryforwards	$	152,705		$	153,139
State NOL carryforwards		9,003			9,016
Goodwill impairment, HCS		1,084			—
Business interest expense limitation		1,877			—
Other		1,876			1,866
Gross deferred tax asset		166,545			164,021
Valuation allowance		(166,545	)		(163,992	)
Deferred tax asset		—			29
Deferred tax liabilities:
Other		—			29
Deferred tax liability		—			29
Net deferred tax asset	$	—		$	—

The other deferred tax assets consist of differences in various accrued expenses, debt restructuring expenses, goodwill and intangible asset book to tax differences, and various other book to tax differences.

As of

December 31, 2019

, the Company had a federal NOL of approximately

$

727.2

million, including $

250.3

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"). If

not

used, these NOLs will expire in years

2025

through

2037.

Due to tax reform enacted in

2017,

NOLs created after

2017

carry forward indefinitely;

the portion of NOLs that will

not

expire is $

92.6

million. T

he 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

2018

and as late as

2037.

The activity in the accrued liability for unrecognized tax benefits for the years ended 

December 31, 2019

and 

2018

was (in thousands):

	For the Years Ended December 31,
	2019			2018
Beginning balance	$	11		$	328
Gross increases – tax positions in current period		—			1
Lapse of statute of limitations		(11	)		(318	)
Ending balance	$	—		$	11

Accounting for income taxes, including uncertain tax positions, represents management's best estimate of various events and transactions, and requires significant judgment. As of

December 31, 2019

, there were

no

unrecognized tax benefits, and as of 

December 31, 2018

, the total gross amount of unrecognized tax benefits was $

0.01

million, which also represents the total amount of unrecognized tax benefits that would impact the effective tax rate. The change in unrecognized tax benefits of $

0.01

million was due the lapse of statute of limitations in

2019.

The Company does

not

expect any other significant change in the liability for unrecognized tax benefits in the next

twelve

months. It is the Company’s policy to recognize interest and penalties related to income tax matters in income tax expense. The benefit for interest and penalties recorded in income tax expense was

not

significant for 

2019

and

2018

. There were accrued interest and penalties of less than

$0.1

million as of both

December 31, 2019

and

2018

. The Company and its subsidiaries are subject to U.S. federal income tax as well as income tax of multiple state and local jurisdictions. Tax years

2016

to

2019

remain open to examination for both U.S. federal income tax and major state tax jurisdictions.

XML

Note 5 - Marketable Securities

12 Months Ended

Dec. 31, 2019

Notes to Financial Statements

Investments in Debt and Marketable Equity Securities (and Certain Trading Assets) Disclosure [Text Block]

Note

5.

Marketable Securities

Prior to

2018,

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 held mortgage securities that were a source of its earnings and cash flow. 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. During

2018,

the Company sold all but

33

non-performing mortgage securities. These sales generated proceeds of

$13.0

million and realized gains of

$12.9

million recognized, included in other income in the Company's consolidated statements of operations and comprehensive income (loss). Of the

33

mortgage securities retained, the Company determined that these securities have

no

fair value. There were other-than-temporary impairments relating to available-for-sale securities in

2018

of

$0.3

million.

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 purchaser 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. The Company attempted to sell those clean-up call rights with the securities sold in

2018.

However,

no

bids were received for the clean-up call rights and the Company determined that such clean-up call rights have

no

fair value.

XML

Note 9 - Commitments and Contingencies

12 Months Ended

Dec. 31, 2019

Notes to Financial Statements

Commitments and Contingencies Disclosure [Text Block]

Note

9.

Commitments and Contingencies

Contingencies

.

Prior to

2016,

the Company originated, purchased, securitized, sold, invested in and serviced residential nonconforming mortgage loans and mortgage securities. The Company has received indemnification and loan repurchase demands with respect to alleged violations of representations and warranties (“defects”) and with respect to other alleged misrepresentations and contractual commitments made in loan sale and securitization agreements. These demands have been received substantially beginning in

2006

and have continued into recent years. Prior to the Company ceasing the origination of loans in its mortgage lending business, it sold loans to securitization trusts and other

third

parties and agreed to repurchase loans with material defects and to otherwise indemnify parties to these transactions. Beginning in

1997

and ending in

2007,

affiliates of the Company sold loans to securitization trusts and

third

parties with the potential of such obligations. The aggregate original principal balance of these loans was

$43.1

billion at the time of sale or securitization. The remaining principal balance of these loans is

not

available as these loans are serviced by

third

parties and

may

have been refinanced, sold or liquidated. Claims to repurchase loans or to indemnify under securitization documents have

not

been acknowledged as valid by the Company. In some cases, claims were made against affiliates of the Company that have ceased operations and have

no

or limited assets. The Company has

not

repurchased any loans or made any such indemnification payments since

2010.

Historically, repurchases of loans or indemnification of losses where a loan defect has been alleged have been insignificant and any future losses for alleged loan defects have

not

been deemed to be probable or reasonably estimable; therefore, the Company has recorded

no

reserves related to these claims. The Company does

not

use internal groupings for purposes of determining the status of these loans. The Company is unable to develop an estimate of the maximum potential amount of future payments related to repurchase demands because the Company does

not

have access to information relating to loans sold and securitized and the number or amount of claims deemed probable of assertion is

not

known nor is it reasonably estimated. Further, the validity of claims received remains questionable. Also, considering that the Company completed its last sale or securitization of loans during

2007,

the Company believes that it will be difficult for a claimant to successfully validate any additional repurchase demands. Management does

not

expect that the potential impact of claims will be material to the Company's consolidated financial statements.

Pending Litigation

.

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

Although it is

not

possible to predict the outcome of any legal proceeding, in the opinion of management, other than the active proceedings described in detail below, proceedings and actions against the Company should

not,

individually, or in the aggregate, have a material effect on the Company's financial condition, operations and liquidity. Furthermore, due to the uncertainty of any potential loss as a result of pending litigation and due to the Company's belief that an adverse ruling is

not

probable, the Company has

not

accrued a loss contingency related to the following matters in its 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

to the consolidated financial statements 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 NMFC and NovaStar Mortgage, Inc. ("NMI"), wholly-owned subsidiaries of the Company, and NMFC's individual directors, several securitization trusts sponsored by the Company (“affiliated defendants”) and several unaffiliated investment banks and credit rating agencies. The case was removed to the United States District Court for the Southern District of New York. On

June 16, 2009,

the plaintiff filed an amended complaint. The plaintiff seeks monetary damages, alleging that the defendants violated sections

11,

12

and

15

of the Securities Act of

1933,

as amended, by making allegedly false statements regarding mortgage loans that served as collateral for securities purchased by the plaintiff and the purported class members. On

August 31, 2009,

the Company filed a motion to dismiss the plaintiff's claims, which the court granted on

March 31, 2011,

with leave to amend. The plaintiff filed a

second

amended complaint on

May 16, 2011,

and the Company again filed a motion to dismiss. On

March 29, 2012,

the court dismissed the plaintiff's

second

amended complaint with prejudice and without leave to replead. The plaintiff filed an appeal. On

March 1, 2013,

the appellate court reversed the judgment of the lower court, which had dismissed the case. Also, the appellate court vacated the judgment of the lower court which had held that the plaintiff lacked standing, even as a class representative, to sue on behalf of investors in securities in which plaintiff had

not

invested, and the appellate court remanded the case back to the lower court for further proceedings. On

April 23, 2013

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

five

offerings in which plaintiff was

not

invested, and on

February 5, 2015

the lower court granted plaintiff's motion for reconsideration and vacated its earlier dismissal. On

March 8, 2017,

the affiliated defendants and all other parties executed an agreement to settle the action, with the contribution of the affiliated defendants to the settlement fund being paid by their insurance carriers. The court certified a settlement class and granted preliminary approval to the settlement on

May 10, 2017. 

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

not

receive notice of the settlement and had

no

opportunity to timely opt out of the class.  After the court rejected the motion for a stay, the objector filed an appeal and requested a stay of the district court proceedings pending disposition of the appeal. The court of appeals denied the temporary stay of the district court proceedings and on

October 19, 2018

dismissed the appeal as moot.  Following the court of appeals’ denial of the objector’s petition for rehearing, the district court on

March 7, 2019

held a fairness hearing.  On

March 8, 2019,

the district court issued a memorandum and order approving the settlement as fair, reasonable and adequate, and dismissing the action with prejudice. Following entry of judgment, the objector filed a notice of appeal on

March 26, 2019

and their opening brief was filed on

June 28, 2019. 

The defendants answered on

September 27, 2019,

and the objector replied on

October 18, 2019. 

Oral argument was held on

February 19, 2020.  

Assuming

the settlement approval becomes final, which is expected, the Company will incur

no

loss. The Company believes that the Affiliated Defendants have meritorious defenses to the case and, if the settlement approval does

not

become final, expects them to defend the case vigorously. 

On

June 20, 2011,

the National Credit Union Administration Board, as liquidating agent of U.S. Central Federal Credit Union, filed an action against NMFC and numerous other defendants in the United States District Court for the District of Kansas, claiming that the defendants issued or underwrote residential mortgage-backed securities pursuant to allegedly false or misleading registration statements, prospectuses, and/or prospectus supplements. On

August 24, 2012,

the plaintiff filed an amended complaint making essentially the same claims against NMFC. NMFC filed a motion to dismiss the amended complaint which was denied on

September 12, 2013.

The defendants had claimed that the case should be dismissed based upon a statute of limitations and sought an appeal of the court's denial of this defense. An interlocutory appeal of this issue was allowed, and on

August 27, 2013,

the Tenth Circuit affirmed the lower court’s denial of defendants’ motion to dismiss the plaintiff’s claims as being time barred; the appellate court held that the Extender Statute,

12

U.S.C.

§1787

(b)(

14

) applied to plaintiff’s claims. On

June 16, 2014,

the United States Supreme Court granted a petition of NMFC and its co-defendants for certiorari, vacated the ruling of the Tenth Circuit, and remanded the case back to that court for further consideration in light of the Supreme Court’s decision in CTS Corp. v. Waldburger,

134

S. Ct.

2175

(

2014

). On

August 19, 2014,

the Tenth Circuit reaffirmed its prior decision, and on

October 2, 2014

the defendants filed a petition for writ of certiorari with the Supreme Court, which was denied. On

March 22, 2016,

NMFC filed motions for summary judgment, and plaintiff filed a motion for partial summary judgment. Those motions remain pending. Given that plaintiff did

not

file a timely proof of claim in NMFC’s bankruptcy case, the Company believes it is likely that the case will be dismissed. The Company and NMFC have 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, rescissory 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.  On

October 25, 2018,

the bankruptcy court overseeing the Company's bankruptcy case entered an order approving the settlement, and on

November 19, 2018,

the New York State Court "so ordered" a Stipulation of Voluntary Discontinuance terminating the case.  Pursuant to the terms of the settlement agreement, the required upfront payment of

$0.3

million was made on

March 1, 2019. 

The settlement also requires equal quarterly installments over a

three

years period, which total an additional

$0.3

million.  Based on the probability of all contingencies associated with the settlement being satisfied, the Company recorded an expense in the

second

quarter of

2018

in the Reorganization Items, net expense line item of the income statement and the short and long-term liability totals in the applicable Accrued Settlement Claims lines per the consolidated 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 indemnified by the Company 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 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, which was approved by the court on

November 29, 2018. 

This settlement includes an upfront payment of

$0.5

million, which was paid on

December 21, 2018. 

In addition, the settlement provides for equal quarterly installments over a

three

years period, which total an additional

$0.4

million.  Based on the probability of this settlement receiving court approval, the Company recorded an expense during the

second

quarter of

2018

 in the Reorganization Items, net expense line item of the income statement and the short and long-term liability totals in the applicable Accrued Settlement Claims lines per the balance sheet.

XML

Note 6 - Goodwill and Intangible Assets - Summary of Goodwill and Intangible Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Goodwill	$ 3,905	$ 8,205	$ 8,205
Tradenames	1,147	1,147
Indefinite-lived assets	5,052	9,352
Finite-lived intangible assets, gross	7,522	7,522
Finite-lived intangible assets, accumulated amortization	2,885	1,691
Finite-lived intangible assets, net	4,637	5,831
Customer Relationships [Member]
Finite-lived intangible assets, gross	6,895	6,895
Finite-lived intangible assets, accumulated amortization	2,380	1,395
Finite-lived intangible assets, net	4,515	5,500
Noncompete Agreements [Member]
Finite-lived intangible assets, gross	627	627
Finite-lived intangible assets, accumulated amortization	505	296
Finite-lived intangible assets, net	$ 122	$ 331

XML

Note 4 - Revenue; Accounts and Unbilled Receivables - Disaggregation of Revenue (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Financial services revenue, amount	$ 63,474	$ 55,126
Financial services revenue, percentage	100.00%	100.00%
CSB Customers [Member]
Financial services revenue, amount	$ 61,620	$ 52,491
Financial services revenue, percentage	97.10%	95.20%
Non-CSB Customers [Member]
Financial services revenue, amount	$ 1,854	$ 2,635
Financial services revenue, percentage	2.90%	4.80%

XML

Note 7 - Leases (Tables)

12 Months Ended

Dec. 31, 2019

Notes Tables

Lessee, Operating Lease, Liability, Maturity [Table Text Block]

	December 31, 2019
2020	$	220
2021		110
2022		20
Thereafter		-
Total	$	350
Less interest		20
Present value of lease liabilities	$	330

Operating Lease, Other Information [Table Text Block]

	December 31, 2019
Supplemental Cash Flow Information
Operating cash flows from leases	$	(5	)
Lease Term and Discount Rate
Weighted average remaining lease term (years)		1.67
Weighted average discount rate		6.75	%

XML

Document And Entity Information - USD ($)	12 Months Ended
	Dec. 31, 2019	Mar. 17, 2020	Jun. 30, 2019
Document Information [Line Items]
Entity Registrant Name	NOVATION COMPANIES, INC.
Entity Central Index Key	0001025953
Trading Symbol	novc
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Well-known Seasoned Issuer	No
Entity Emerging Growth Company	false
Entity Small Business	true
Entity Interactive Data Current	Yes
Entity Common Stock, Shares Outstanding (in shares)		114,655,893
Entity Public Float			$ 1,961,807
Entity Shell Company	false
Document Type	10-K
Document Period End Date	Dec. 31, 2019
Document Fiscal Year Focus	2019
Document Fiscal Period Focus	FY
Amendment Flag	false
Title of 12(g) Security	Common Stock, $0.01 par value

XML

Consolidated Statements of Shareholders' Deficit - USD ($) $ in Thousands	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	AOCI Attributable to Parent [Member]	Total
Balance at Dec. 31, 2017	$ 971	$ 744,937	$ (815,184)	$ 11,394	$ (57,882)
Issuances and cancellations of nonvested stock	20	(20)
Compensation recognized under stock compensation plans		187			187
Net income (loss)			(6,134)		(6,134)
Other comprehensive income (loss)				(11,395)	(11,395)
Net income			6,134		6,134
Balance at Dec. 31, 2018	991	745,104	(809,050)	(1)	(62,956)
Issuances and cancellations of nonvested stock	42	(42)
Common stock granted in debt restructure	90	(90)
Common stock and common stock warrants granted in debt restructure		916			916
Compensation recognized under stock compensation plans		224			224
Net income (loss)			10,225		10,225
Adjustment to retained earnings for adoption of accounting standard			(19)		(19)
Other comprehensive income (loss)				1	1
Net income			(10,225)		(10,225)
Balance at Dec. 31, 2019	$ 1,123	$ 746,112	$ (819,294)		$ (72,059)

XML

Note 13 - Income Taxes (Tables)

12 Months Ended

Dec. 31, 2019

Notes Tables

Schedule of Components of Income Tax Expense (Benefit) [Table Text Block]

	For the Years Ended December 31,
	2019			2018
Current:
Federal	$	(11	)	$	(113	)
State and local		36			(176	)
Total current	$	25		$	(289	)

Schedule of Effective Income Tax Rate Reconciliation [Table Text Block]

	For the Years Ended December 31,
	2019			2018
Income tax expense (benefit) at statutory rate	$	(2,949	)	$	984
State income taxes, net of federal tax benefit		36			36
Valuation allowance		2,528			(688	)
Change in federal tax rate		—			—
Change in state tax rate		—			—
Bankruptcy reorganization		9			17
Uncertain tax positions		—			(371	)
Other		401			(267	)
Total income tax expense (benefit)	$	25		$	(289	)

Schedule of Deferred Tax Assets and Liabilities [Table Text Block]

	December 31,
	2019			2018
Deferred tax assets:
Federal NOL carryforwards	$	152,705		$	153,139
State NOL carryforwards		9,003			9,016
Goodwill impairment, HCS		1,084			—
Business interest expense limitation		1,877			—
Other		1,876			1,866
Gross deferred tax asset		166,545			164,021
Valuation allowance		(166,545	)		(163,992	)
Deferred tax asset		—			29
Deferred tax liabilities:
Other		—			29
Deferred tax liability		—			29
Net deferred tax asset	$	—		$	—

Schedule of Unrecognized Tax Benefits Roll Forward [Table Text Block]

	For the Years Ended December 31,
	2019			2018
Beginning balance	$	11		$	328
Gross increases – tax positions in current period		—			1
Lapse of statute of limitations		(11	)		(318	)
Ending balance	$	—		$	11

XML

Note 3 - Summary of Significant Accounting and Reporting Policies

12 Months Ended

Dec. 31, 2019

Notes to Financial Statements

Significant Accounting Policies [Text Block]

Note

3.

Summary of Significant Accounting and Reporting Policies

Cash and Cash Equivalents.

Cash equivalents consist of liquid investments with an original maturity of

three

months or less. Cash equivalents are stated at cost, which approximates fair value. The Company maintains cash balances at

four

major financial institutions in the United States. Accounts are secured by the Federal Deposit Insurance Corporation up to

$250,000.

The uninsured balances of the Company’s cash and cash equivalents accounts aggregated $

1.4

million as of

December 31, 2019

.

Accounts and Unbilled Receivables.

Accounts receivable are uncollateralized customer obligations due under normal trade terms. Customer account balances that are

not

paid within contract terms are considered delinquent. Accounts receivable are stated at the amount management expects to collect from outstanding balances. The Company maintains an allowance for potential losses primarily based upon management's analysis of delinquent accounts, routine assessment of its customers' financial condition, and any other known factors impacting collectability, including disputed amounts. When management has exhausted all collection efforts, amounts deemed uncollectible are written off. Recoveries of previously written off accounts receivable are recognized in the period in which they are received. The ultimate amount of accounts receivable that becomes uncollectible could differ from management's estimate.

Goodwill and Indefinite-Lived Intangible Assets.

 Goodwill and trademarks are assessed annually to determine whether their carrying value exceeds their fair value. In addition, they are tested on an interim basis if an event occurs or circumstances change between annual tests that would more likely than

not

reduce their fair value below carrying value. If we determine the fair value of goodwill or trademarks is less than their carrying value, an impairment loss is recognized. Impairment losses, if any, are reflected in operating income or loss in the period incurred. The Company performs its annual tests of goodwill and trademarks during the

second

quarter of each fiscal year.

Impairment of Long-Lived Intangible Assets with Finite Lives.

 Long-lived intangible assets held and used by us which have finite lives are assessed for impairment whenever an event or change in circumstances indicates that the carrying value of the asset

may

not

be fully recoverable. Recoverability is determined based on an estimate of undiscounted future cash flows resulting from the use of an asset and its eventual disposition. An impairment loss is measured by comparing the fair value of the asset to its carrying value. If we determine the fair value of an asset is less than the carrying value, an impairment loss is incurred. Impairment losses, if any, are reflected in operating income or loss in the period incurred.

Revenue and Cost Recognition - 

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.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.

Income Taxes.

The Company had a gross deferred tax asset of

$

166.5

million and $

164.0

million

as of

December 31, 2019

and

2018

, respectively. In determining the amount of deferred tax assets to recognize in the consolidated financial statements, the Company evaluates the likelihood of realizing such benefits in future periods. The income tax guidance requires the recognition of a valuation allowance if it is more likely than

not

that all or some portion of the deferred tax asset will

not

be realized. Income tax guidance indicates the more likely than

not

threshold is a level of likelihood that is more than

50%.

Under the income tax guidance, companies are required to identify and consider all available evidence, both positive and negative, in determining whether it is more likely than

not

that all or some portion of its deferred tax assets will

not

be realized. Positive evidence includes but is

not

limited to the following: cumulative earnings in recent years, earnings expected in future years, excess appreciated asset value over the tax basis and positive industry trends. Negative evidence includes but is

not

limited to the following: cumulative losses in recent years, losses expected in future years, a history of operating losses or tax credit carryforwards expiring, and adverse industry trends.

The weight given to the potential effect of negative and positive evidence should be commensurate with the extent to which it can be objectively verified. The more negative evidence that exists, the more positive evidence is required to support a conclusion that a valuation allowance is

not

needed for all or some of the deferred tax assets. Cumulative losses in recent years are significant negative evidence that is difficult to overcome when determining the need for a valuation allowance. Similarly, cumulative earnings in recent years represent significant positive objective evidence. If the weight of the positive evidence is sufficient to support a conclusion that it is more likely than

not

that a deferred tax asset will be realized, a valuation allowance should

not

be recorded.

The Company examines and weighs all available evidence (both positive and negative and both historical and forecasted) in the process of determining whether it is more likely than

not

that a deferred tax asset will be realized. The Company considers the relevance of historical and forecasted evidence when there has been a significant change in circumstances. Additionally, the Company evaluates the realization of its recorded deferred tax assets on an interim and annual basis. The Company does

not

record a full valuation allowance if the weight of the positive evidence exceeds the negative evidence and is sufficient to support a conclusion that it is more likely than

not

that its deferred tax asset will be realized.

If a valuation allowance is necessary, the Company considers all sources of taxable income in determining the amount of valuation allowance to be recorded. Sources of taxable income identified in the income tax guidance include the following:

1

) taxable income in prior carryback year,

2

) future reversals of existing taxable temporary differences,

3

) future taxable income exclusive of reversing temporary differences and carryforwards, and

4

) tax planning strategies.

The Company currently evaluates estimates of uncertainty in income taxes based upon a framework established in the income tax accounting guidance. The guidance prescribes a recognition threshold and measurement standard for the recognition and measurement of tax positions taken or expected to be taken in a tax return. In accordance with the guidance, the Company evaluates whether a tax position will more likely than

not

be sustained upon examination by the appropriate taxing authority. The Company measures the amount to recognize in its consolidated financial statements as the largest amount that is greater than

50%

likely of being realized upon ultimate settlement. The recognition and measurement of tax benefits is often judgmental, and determinations regarding the tax benefit can change as additional developments occur relative to the issue.

Earnings (Loss) Per Share (“EPS”).

Basic EPS excludes dilution and is computed by dividing net income (loss) available to common shareholders by the weighted-average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the entity. Diluted EPS is calculated assuming all options, nonvested shares and performance-based awards of the Company's common stock have been exercised, unless the exercise would be antidilutive. See Note

12

to the consolidated financial statements for additional details on earnings per share calculation.

Recently Adopted Accounting Principles

In

February 2016,

the Financial Accounting Standards Board (FASB) established Topic

842,

Leases, by issuing Accounting Standards Update (ASU)

No.

2016

-

02,

which requires lessees to recognize leases on-balance sheet and disclose key information about leasing arrangements. Topic

842

was subsequently amended by ASU

No.

2018

-

01,

Land Easement Practical Expedient for Transition to Topic

842;

ASU

No.

2018

-

10,

Codification Improvements to Topic

842,

Leases; and ASU

No.

2018

-

11,

Targeted Improvements. The new standard establishes a right-of-use (ROU) model that requires a lessee to recognize a ROU asset and lease liability on the balance sheet for all leases with a term longer than

12

months. Leases will be classified as finance or operating, with classification affecting the pattern and expense recognition in the income statement. The Company adopted ASU

No.

2016

-

02

effective

January 1, 2019

using the modified retrospective method. See Note

7

to the consolidated financial statements for further details.

XML

Note 11 - Fair Value Accounting (Details Textual)	12 Months Ended
	Dec. 31, 2019
Post-modification Notes [Member] | Senior Notes [Member] | London Interbank Offered Rate (LIBOR) [Member]
Debt Instrument, Basis Spread on Variable Rate	3.50%

XML

Note 8 - Borrowings (Details Textual) - USD ($)			12 Months Ended		51 Months Ended	57 Months Ended	60 Months Ended
	Aug. 09, 2019	Nov. 17, 2018	Dec. 31, 2019	Dec. 31, 2018	Mar. 30, 2033	Dec. 31, 2023	Dec. 31, 2028	Sep. 30, 2019
Line of Credit, Current				$ 1,948,000
Warrants Issued in Debt Restructuring [Member]
Warrants and Rights Outstanding, Term			10 years
Class of Warrant or Right, Number of Securities Called by Warrants or Rights			22,250,000
Class of Warrant or Right, Exercise Price of Warrants or Rights			$ 0.01
Common Stock [Member]
Stock Issued During Period, Shares, Issued for Debt Restructuring			9,000,000
White Oak Credit Agreement [Member] | Revolving Credit Facility [Member]
Line of Credit, Current				1,900,000
Line of Credit Facility, Maximum Borrowing Capacity				$ 5,000,000
Debt Instrument, Term		1 year
White Oak Credit Agreement [Member] | Revolving Credit Facility [Member] | Prime Rate [Member]
Debt Instrument, Basis Spread on Variable Rate				1.25%
Senior Notes [Member] | Post-modification Notes [Member]
Debt Instrument, Face Amount								$ 85,900,000
Senior Notes [Member] | The 2017 Notes [Member]
Percentage of of Excess Cash Flow Each Year to Noteholders	50.00%
Debt Instrument, Redemption Notice, Number Of Days			30 days
Debt Instrument, Redemption Price, Percentage of Principal Amount Redeemed			101.00%
Interest Paid, Including Capitalized Interest, Operating and Investing Activities, Total			$ 2,600,000
Debt Instrument, Aggregate Amount Due			400,000
Payments Against Future Quarterly Interest Payments			$ 2,200,000
Senior Notes [Member] | The 2017 Notes [Member] | Forecast [Member]
Debt Instrument, Interest Rate During Period					10.00%	1.00%	2.00%

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Note 12 - Earnings (Loss) Per Share - Antidilutive Securities (Details) - Share-based Payment Arrangement, Option [Member] - $ / shares	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Number of stock options (in thousands) (in shares)	24	72
Weighted average exercise price of stock options (in dollars per share)	$ 1	$ 1.17

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Note 13 - Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2019	Dec. 31, 2018
Deferred tax assets:
Federal NOL carryforwards	$ 152,705	$ 153,139
State NOL carryforwards	9,003	9,016
Business interest expense limitation	1,877
Other	1,876	1,866
Gross deferred tax asset	166,545	164,021
Valuation allowance	(166,545)	(163,992)
Deferred tax asset		29
Deferred tax liabilities:
Other		29
Deferred tax liability		29
Net deferred tax asset
Healthcare Staffing [Member]
Deferred tax assets:
Goodwill impairment, HCS	$ 1,084

XML

Note 6 - Goodwill and Intangible Assets - Estimated Amortization Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
2018	$ 1,194	$ 1,194
2020	1,107
2021	985
2022	985
2023	985
Thereafter	575
Total estimated amortization expense	$ 4,637

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Note 5 - Marketable Securities (Details Textual) $ in Thousands	12 Months Ended
	Dec. 31, 2019 USD ($)	Dec. 31, 2018 USD ($)
Other-than-temporary Impairment Loss, Debt Securities, Available-for-sale, Recognized in Earnings		$ 325
Mortgage-backed Securities, Issued by US Government Sponsored Enterprises [Member]
Number of Debt Securities Unsold		33
Proceeds from Sale of Debt Securities, Available-for-sale		$ 13,000
Debt Securities, Available-for-sale, Realized Gain		12,900
Debt Securities, Available-for-sale, Total		$ 0

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Note 3 - Summary of Significant Accounting and Reporting Policies (Details Textual) - USD ($) $ in Thousands	Dec. 31, 2019	Dec. 31, 2018
Cash, Uninsured Amount	$ 1,400
Deferred Tax Assets, Gross, Total	$ 166,545	$ 164,021

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Note 7 - Leases

12 Months Ended

Dec. 31, 2019

Notes to Financial Statements

Lessee, Operating Leases [Text Block]

Note

7.

Leases

We adopted ASU

No.

2016

-

02—Leases

(Topic

842

), as amended, as of

January 1, 2019,

using the modified retrospective approach. The modified retrospective approach provides a method for recording existing leases at adoption and in comparative periods that approximates the results of a full retrospective approach. The Company elected to adopt the ‘package of practical expedients’, which permitted the Company

not

to reassess under the new standard our prior conclusions about lease identification, lease classification and initial direct costs, the practical expedients pertaining to land easements, the use-of hindsight, the short-term lease recognition exemption for all leases that qualified, and the practical expedient to

not

separate lease and non-lease components for all leases other than leases of real estate.

Adoption of the new standard resulted in the recording of an additional net operating lease right-of-use asset and operating lease liability of approximately

$0.2

million each, as of

January 1, 2019.

The difference between the additional lease assets and lease liabilities was recorded as an adjustment to accumulated deficit. The standard did

not

materially impact our consolidated net loss and had

no

impact on cash flows.  The Company does

not

have any finance leases. 

Our leases consist primarily of office space. Leases with an initial term of

12

months or less, and leases which are on a month-to-month basis, are

not

recorded on the balance sheet.  For these leases we recognize lease expense on a straight-line basis over the lease term.

Most leases include

one

or more options to renew, with renewal terms that can extend the lease term from

one

to

three

years or more. The exercise of lease renewal options is at our discretion. Our lease agreements do

not

contain any variable lease payments, residual value guarantees or restrictive covenants. The components of lease expense for the

twelve

months ended 

December 31, 2019

were immaterial. As our leases do

not

provide an implicit interest rate, we use our incremental current borrowing rate in determining the present value of lease payments.

Maturities of lease liabilities were as follows (in thousands):

	December 31, 2019
2020	$	220
2021		110
2022		20
Thereafter		-
Total	$	350
Less interest		20
Present value of lease liabilities	$	330

Other information related to the Company's operating leases was as follows (in thousands):

	December 31, 2019
Supplemental Cash Flow Information
Operating cash flows from leases	$	(5	)
Lease Term and Discount Rate
Weighted average remaining lease term (years)		1.67
Weighted average discount rate		6.75	%

XML

Note 11 - Fair Value Accounting

12 Months Ended

Dec. 31, 2019

Notes to Financial Statements

Fair Value Disclosures [Text Block]

Note

11.

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 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 as follows as of

December 31, 2019

and

2018

(in thousands): 

	As of December 31,
	2019				2018
	Carrying Value		Fair Value		Carrying Value		Fair Value
Financial assets:
Equity securities (Level 1)	$	-	$	-	$	1	$	1
Financial liabilities:
Senior notes (Level 3)	$	86,824	$	21,289	$	85,938	$	24,659

Valuation Methods and Processes

The equity securities are valued based on quoted market prices and are included in other current assets on the consolidated balance sheets. All equity securities held by the Company were sold during the

third

quarter of

2019.

The senior notes in the table above are

not

measured at fair value in the consolidated balance sheets but are required to be disclosed at fair value. The fair value of the senior notes has been estimated using Level

3

methodologies, based on significant unobservable inputs that are supported by little or

no

market activity, such as discounted cash flow calculations based on internal cash flow forecasts.

No

assets or liabilities have been transferred between levels during any period presented.

Senior Notes

— The fair value is estimated by discounting future projected cash flows using a discount rate commensurate with the risks involved. The interest rate used in calculating the fair value 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.

Goodwill

— See Note

6

to the consolidated financial statements for more information on the goodwill impairment assessments performed in

2019.

Financial assets reported at fair value on a nonrecurring basis include the following (in thousands):

	December 31, 2019
	Fair Value (Level 3)		Gains and (Losses)
Goodwill	$	3,905	$	(4,300	)

Activity during

2019

for Goodwill, the Company's only Level

3

asset, measured on a nonrecurring basis is included in the following table (in thousands):

Goodwill Activity:
Balance, December 31, 2018	$	8,205
Impairment charge		(4,300	)
Balance, December 31, 2019	$	3,905

XML

Note 4 - Revenue; Accounts and Unbilled Receivables (Tables)

12 Months Ended

Dec. 31, 2019

Notes Tables

Disaggregation of Revenue [Table Text Block]

	For the Year Ended December 31, 2019				For the Year Ended December 31, 2018
Type of Customer
CSB	$	61,620	97.1	%	$	52,491	95.2	%
Other		1,854	2.9	%		2,635	4.8	%
Total	$	63,474	100.0	%	$	55,126	100.0	%

Contract with Customer, Asset and Liability [Table Text Block]

	December 31, 2019		December 31, 2018
Accounts receivable	$	4,083	$	3,952
Unbilled receivables (Contract Assets)		2,500		2,170
Total accounts and unbilled receivables	$	6,583	$	6,122

XML

Consolidated Balance Sheets (Parentheticals) - $ / shares	Dec. 31, 2019	Dec. 31, 2018
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized (in shares)	780,000,000	780,000,000
Common stock, shares issued (in shares)	112,355,893	99,137,893
Common stock, shares outstanding (in shares)	112,355,893	99,137,893

XML

Note 1 - Basis of Presentation, Business Plan and Liquidity

12 Months Ended

Dec. 31, 2019

Notes to Financial Statements

Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block]

Note

1.

Basis of Presentation, Business Plan and Liquidity

Description of Operations

– Novation Companies, Inc. and its subsidiaries (the “Company,” “Novation,” “we,” or “us”), through Healthcare Staffing, Inc. ("HCS"), our wholly-owned subsidiary acquired on

July 27, 2017,

provides outsourced health care staffing and related services in the State of Georgia. Our common stock, par value

$0.01

per share, is traded on the OTC Pink marketplace of the OTC Markets Group, Inc. under the symbol “NOVC”.

Liquidity and Going Concern

– During

2019

, the Company incurred a net loss of $

10.2

million and generated negative operating cash flow of $

5.2

million. As of

December 31, 2019

, the Company has an overall shareholders deficit of $

72.1

million, an aggregate of $

2.0

million in cash and cash equivalents and total liabilities of $

91.5

million. Of the $

2.0

million in cash, $

0.7

million is held by the Company's subsidiary NovaStar Mortgage LLC ("NMLLC")

.

This cash is available only to pay only general creditors and expenses of NMLLC.

From

January 2019

through

August 2019,

the Company had a significant on-going obligation to pay interest under its senior note agreements at LIBOR plus

3.5%

per annum, payable quarterly in arrears until maturity on

March 30, 2033,

leading to a significant annual cash outflow. In addition, HCS has experienced lower than anticipated cash flows due to increased costs and changes in customers. These items have led to substantial doubt about the Company's ability to continue as a going concern.

Management continues to work toward expanding HCS’s customer base by increasing revenue from existing customers, looking at methods to reduce overall operating costs, both at HCS and the corporate level, and targeting new customers that have

not

previously been served by HCS. As disclosed in Note

8

to the consolidated financial statements, the Company was successful in amending the senior note agreements to lower the interest rate and receive future credit for cash interest payments made in

2019

in exchange for the issuance of common stock and warrants. Based on the terms of the amendment, the Company is

not

required to make cash interest payments on the senior notes from

August 2019

through

March 2022,

leading to significant cash savings for the Company.

As discussed, the Amendment to the Note Purchase Agreement and waiver of interest payments through

April 2022,

has significantly improved our forecasted cash position over the next year.  However, our historical operating results and poor cash flow suggest substantial doubt exists related to the Company's ability to continue as a going concern.  In addition, based on the recent global developments regarding the coronavirus (COVID-

19

) situation, there is significant uncertainty regarding the potential impact to our business.  Based on these uncertainties, there is

no

guarantee the Company's cash position will cover current obligations. As a result, we have

not

been able to alleviate the substantial doubt about the Company's ability to continue as a going concern for at least

one

year after the date that these consolidated financial statements are issued.

Financial Statement Presentation.

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

XML

Note 11 - Fair Value Accounting (Tables)

12 Months Ended

Dec. 31, 2019

Notes Tables

Fair Value, by Balance Sheet Grouping [Table Text Block]

	As of December 31,
	2019				2018
	Carrying Value		Fair Value		Carrying Value		Fair Value
Financial assets:
Equity securities (Level 1)	$	-	$	-	$	1	$	1
Financial liabilities:
Senior notes (Level 3)	$	86,824	$	21,289	$	85,938	$	24,659

Fair Value Measurements, Nonrecurring [Table Text Block]

	December 31, 2019
	Fair Value (Level 3)		Gains and (Losses)
Goodwill	$	3,905	$	(4,300	)

Goodwill Activity:
Balance, December 31, 2018	$	8,205
Impairment charge		(4,300	)
Balance, December 31, 2019	$	3,905

XML

Note 2 - Reorganization (Details Textual) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Reorganization Items, Total	$ 63	$ 1,864
Adjustments to Other Liabilities for Claims Made or Rejected Contracts [Member]
Reorganization Items, Total	$ 60	$ 1,900

XML

Note 11 - Fair Value Accounting - Financial Assets Reported at Fair Value on a Nonrecurring Basis (Details) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Sep. 30, 2019	Jun. 30, 2019	Dec. 31, 2019	Dec. 31, 2018
Goodwill, gains and (losses)	$ (1,700)	$ (2,600)	$ (4,300)	$ 0
Impairment charge	$ (1,700)	$ (2,600)	(4,300)	0
Fair Value, Inputs, Level 3 [Member] | Fair Value, Nonrecurring [Member]
Goodwill, fair value (level 3)			8,205	8,205
Goodwill, gains and (losses)			(4,300)
Balance			8,205
Impairment charge			(4,300)
Balance			$ 3,905	$ 8,205

XML

Note 10 - Troubled Debt Restructuring (Details Textual) - USD ($) $ in Thousands			1 Months Ended	12 Months Ended
	Aug. 09, 2019	Jul. 01, 2019	Aug. 08, 2019	Dec. 31, 2019	Dec. 31, 2018
Long-term Debt, Total				$ 86,824	$ 85,969
Senior Notes [Member] | The 2017 Notes [Member]
Long-term Debt, Total				$ 86,800	$ 85,900
Troubled Debt Restructuring, Carrying Value Decreased by Fair Value of Common Stock Issued	$ 300
Troubled Debt Restructuring, Carrying Value Decreased by Fair Value of Warrants Issued	$ 600
Debt Instrument, Increase, Accrued Interest		$ 500
Senior Notes [Member] | The 2017 Notes [Member] | London Interbank Offered Rate (LIBOR) [Member]
Debt Instrument, Basis Spread on Variable Rate			3.50%	3.50%

XML

Note 7 - Leases - Maturities of lease liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2019	Jan. 01, 2019
2020	$ 220
2021	110
2022	20
Thereafter
Total	350
Less interest	20
Present value of lease liabilities	$ 330	$ 200

XML

Note 1 - Basis of Presentation, Business Plan and Liquidity (Details Textual) - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended	12 Months Ended
	Aug. 08, 2019	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Common Stock, Par or Stated Value Per Share		$ 0.01	$ 0.01
Net Income (Loss) Attributable to Parent, Total		$ (10,225)	$ 6,134
Net Cash Provided by (Used in) Operating Activities, Total		(5,168)	(5,056)
Stockholders' Equity Attributable to Parent, Ending Balance		(72,059)	(62,956)	$ (57,882)
Cash and Cash Equivalents, at Carrying Value, Ending Balance		2,032	9,249
Liabilities, Total		$ 91,476	$ 94,086
Senior Notes [Member] | The 2017 Notes [Member] | London Interbank Offered Rate (LIBOR) [Member]
Debt Instrument, Basis Spread on Variable Rate	3.50%	3.50%
NovaStar Mortgage LLC [Member]
Cash and Cash Equivalents, at Carrying Value, Ending Balance		$ 700

XML

Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2019

Accounting Policies [Abstract]

Cash and Cash Equivalents, Policy [Policy Text Block]

Cash and Cash Equivalents.

Cash equivalents consist of liquid investments with an original maturity of

three

months or less. Cash equivalents are stated at cost, which approximates fair value. The Company maintains cash balances at

four

major financial institutions in the United States. Accounts are secured by the Federal Deposit Insurance Corporation up to

$250,000.

The uninsured balances of the Company’s cash and cash equivalents accounts aggregated $

1.4

million as of

December 31, 2019

.

Accounts Receivable [Policy Text Block]

Accounts and Unbilled Receivables.

Accounts receivable are uncollateralized customer obligations due under normal trade terms. Customer account balances that are

not

paid within contract terms are considered delinquent. Accounts receivable are stated at the amount management expects to collect from outstanding balances. The Company maintains an allowance for potential losses primarily based upon management's analysis of delinquent accounts, routine assessment of its customers' financial condition, and any other known factors impacting collectability, including disputed amounts. When management has exhausted all collection efforts, amounts deemed uncollectible are written off. Recoveries of previously written off accounts receivable are recognized in the period in which they are received. The ultimate amount of accounts receivable that becomes uncollectible could differ from management's estimate.

Goodwill and Intangible Assets, Intangible Assets, Indefinite-Lived, Policy [Policy Text Block]

Goodwill and Indefinite-Lived Intangible Assets.

 Goodwill and trademarks are assessed annually to determine whether their carrying value exceeds their fair value. In addition, they are tested on an interim basis if an event occurs or circumstances change between annual tests that would more likely than

not

reduce their fair value below carrying value. If we determine the fair value of goodwill or trademarks is less than their carrying value, an impairment loss is recognized. Impairment losses, if any, are reflected in operating income or loss in the period incurred. The Company performs its annual tests of goodwill and trademarks during the

second

quarter of each fiscal year.

Intangible Assets, Finite-Lived, Policy [Policy Text Block]

Impairment of Long-Lived Intangible Assets with Finite Lives.

 Long-lived intangible assets held and used by us which have finite lives are assessed for impairment whenever an event or change in circumstances indicates that the carrying value of the asset

may

not

be fully recoverable. Recoverability is determined based on an estimate of undiscounted future cash flows resulting from the use of an asset and its eventual disposition. An impairment loss is measured by comparing the fair value of the asset to its carrying value. If we determine the fair value of an asset is less than the carrying value, an impairment loss is incurred. Impairment losses, if any, are reflected in operating income or loss in the period incurred.

Revenue from Contract with Customer [Policy Text Block]

Revenue and Cost Recognition - 

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.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.

Income Tax, Policy [Policy Text Block]

Income Taxes.

The Company had a gross deferred tax asset of

$

166.5

million and $

164.0

million

as of

December 31, 2019

and

2018

, respectively. In determining the amount of deferred tax assets to recognize in the consolidated financial statements, the Company evaluates the likelihood of realizing such benefits in future periods. The income tax guidance requires the recognition of a valuation allowance if it is more likely than

not

that all or some portion of the deferred tax asset will

not

be realized. Income tax guidance indicates the more likely than

not

threshold is a level of likelihood that is more than

50%.

Under the income tax guidance, companies are required to identify and consider all available evidence, both positive and negative, in determining whether it is more likely than

not

that all or some portion of its deferred tax assets will

not

be realized. Positive evidence includes but is

not

limited to the following: cumulative earnings in recent years, earnings expected in future years, excess appreciated asset value over the tax basis and positive industry trends. Negative evidence includes but is

not

limited to the following: cumulative losses in recent years, losses expected in future years, a history of operating losses or tax credit carryforwards expiring, and adverse industry trends.

The weight given to the potential effect of negative and positive evidence should be commensurate with the extent to which it can be objectively verified. The more negative evidence that exists, the more positive evidence is required to support a conclusion that a valuation allowance is

not

needed for all or some of the deferred tax assets. Cumulative losses in recent years are significant negative evidence that is difficult to overcome when determining the need for a valuation allowance. Similarly, cumulative earnings in recent years represent significant positive objective evidence. If the weight of the positive evidence is sufficient to support a conclusion that it is more likely than

not

that a deferred tax asset will be realized, a valuation allowance should

not

be recorded.

The Company examines and weighs all available evidence (both positive and negative and both historical and forecasted) in the process of determining whether it is more likely than

not

that a deferred tax asset will be realized. The Company considers the relevance of historical and forecasted evidence when there has been a significant change in circumstances. Additionally, the Company evaluates the realization of its recorded deferred tax assets on an interim and annual basis. The Company does

not

record a full valuation allowance if the weight of the positive evidence exceeds the negative evidence and is sufficient to support a conclusion that it is more likely than

not

that its deferred tax asset will be realized.

If a valuation allowance is necessary, the Company considers all sources of taxable income in determining the amount of valuation allowance to be recorded. Sources of taxable income identified in the income tax guidance include the following:

1

) taxable income in prior carryback year,

2

) future reversals of existing taxable temporary differences,

3

) future taxable income exclusive of reversing temporary differences and carryforwards, and

4

) tax planning strategies.

The Company currently evaluates estimates of uncertainty in income taxes based upon a framework established in the income tax accounting guidance. The guidance prescribes a recognition threshold and measurement standard for the recognition and measurement of tax positions taken or expected to be taken in a tax return. In accordance with the guidance, the Company evaluates whether a tax position will more likely than

not

be sustained upon examination by the appropriate taxing authority. The Company measures the amount to recognize in its consolidated financial statements as the largest amount that is greater than

50%

likely of being realized upon ultimate settlement. The recognition and measurement of tax benefits is often judgmental, and determinations regarding the tax benefit can change as additional developments occur relative to the issue.

Earnings Per Share, Policy [Policy Text Block]

Earnings (Loss) Per Share (“EPS”).

Basic EPS excludes dilution and is computed by dividing net income (loss) available to common shareholders by the weighted-average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the entity. Diluted EPS is calculated assuming all options, nonvested shares and performance-based awards of the Company's common stock have been exercised, unless the exercise would be antidilutive. See Note

12

to the consolidated financial statements for additional details on earnings per share calculation.

New Accounting Pronouncements, Policy [Policy Text Block]

Recently Adopted Accounting Principles

In

February 2016,

the Financial Accounting Standards Board (FASB) established Topic

842,

Leases, by issuing Accounting Standards Update (ASU)

No.

2016

-

02,

which requires lessees to recognize leases on-balance sheet and disclose key information about leasing arrangements. Topic

842

was subsequently amended by ASU

No.

2018

-

01,

Land Easement Practical Expedient for Transition to Topic

842;

ASU

No.

2018

-

10,

Codification Improvements to Topic

842,

Leases; and ASU

No.

2018

-

11,

Targeted Improvements. The new standard establishes a right-of-use (ROU) model that requires a lessee to recognize a ROU asset and lease liability on the balance sheet for all leases with a term longer than

12

months. Leases will be classified as finance or operating, with classification affecting the pattern and expense recognition in the income statement. The Company adopted ASU

No.

2016

-

02

effective

January 1, 2019

using the modified retrospective method. See Note

7

to the consolidated financial statements for further details.

XML

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2019	Dec. 31, 2018
Current assets:
Cash and cash equivalents	$ 2,032	$ 9,249
Accounts and unbilled receivables	6,583	6,122
Prepaid expenses	647	350
Other	21	131
Total current assets	9,283	15,852
Non-current assets:
Goodwill	3,905	8,205
Intangible assets, net	5,784	6,978
Property and equipment, net	125	91
Operating lease right-of-use asset	316
Other	4	4
Total non-current assets	10,134	15,278
Total assets	19,417	31,130
Current liabilities:
Accounts payable and current maturities of long-term debt	524	670
Accrued compensation and benefits payable	2,717	2,731
Health and wellness program liability	492
Borrowings under revolving line of credit		1,948
Operating lease liability	205
Accrued interest payable		1,295
Accrued claim settlements	246	459
Other	36	35
Total current liabilities	4,220	7,138
Non-current liabilities:
Long-term debt, including debt premium	86,824	85,969
Accrued claim settlements	307	553
Operating lease liability	125
Other		426
Total non-current liabilities	87,256	86,948
Total liabilities	91,476	94,086
Shareholders' deficit:
Common stock, $.01 par value per share, 780,000,000 shares authorized: 110,303,893 and 99,137,893 shares issued and outstanding as of September 30, 2019 and December 31, 2018, respectively	1,123	991
Additional paid-in capital	746,112	745,104
Accumulated deficit	(819,294)	(809,050)
Accumulated other comprehensive income (loss)		(1)
Total shareholders' deficit	(72,059)	(62,956)
Total liabilities and shareholders' deficit	$ 19,417	$ 31,130

XML

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Cash flows from operating activities:
Net income	$ (10,225)	$ 6,134
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Accretion of marketable securities, net		(76)
Impairment on mortgage securities		325
Amortization of intangible assets	1,194	1,194
Amortization of debt discount	1,262
Realized gain on marketable securities		(12,881)
Settlement claims		1,012
Depreciation expense	27	334
Loss on disposal of fixed assets	9
Lease expense	(5)
Goodwill impairment	4,300	0
Compensation recognized under stock compensation plans	224	187
Changes in operating assets and liabilities:
Accounts and unbilled receivables	(461)	1,800
Accounts payable and accrued expenses	(146)	(2,012)
Accrued compensation and benefits payable	(14)	(1,482)
Accrued health and wellness program payable	492
Accrued interest payable	(754)	245
Accrued claim settlements	(459)
Other current assets and liabilities, net	(186)	128
Other noncurrent assets and liabilities, net	(426)	36
Net cash used in operating activities	(5,168)	(5,056)
Cash flows from investing activities:
Proceeds from sales and maturities of marketable securities		13,031
Purchase of property and equipment	(96)
Proceeds from sale of property and equipment	26
Net cash provided by (used in) investing activities	(70)	13,031
Cash flows from financing activities:
Borrowings under revolving line of credit	8,685	55,537
Repayments of borrowings under revolving line of credit	(10,633)	(56,922)
Paydowns of long-term debt	(31)	(81)
Net cash used in financing activities	(1,979)	(1,466)
Net increase (decrease) in cash and cash equivalents	(7,217)	6,509
Cash and cash equivalents, beginning of period	9,249	2,740
Cash and cash equivalents, end of period	2,032	9,249
Supplemental disclosure of cash flow information:
Cash paid for interest	4,030	5,034
Cash paid for reorganization items	94	1,175
Cash paid for income taxes, net	30	75
Supplemental disclosure of non-cash investing and financing activities:
Issuance of common stock in restructure of debt (Note 8)	311
Issuance of common stock warrants in restructure of debt (Note 8)	$ 605

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Note 10 - Troubled Debt Restructuring (Tables)

12 Months Ended

Dec. 31, 2019

Notes Tables

Schedule of Debtor Troubled Debt Restructuring, Current Period [Table Text Block]

	December 31, 2019		December 31, 2018
Principal balance, 2017 Notes	$	85,938	$	85,938
Unamortized debt premium, 2017 Notes		886		-
Other long-term debt		-		31
Total long-term debt	$	86,824	$	85,969

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Note 10 - Troubled Debt Restructuring - Carrying Value of 2017 Notes (Details) - USD ($) $ in Thousands	Dec. 31, 2019	Dec. 31, 2018
Other long-term debt		$ 31
Total long-term debt	86,824	85,969
Senior Notes [Member] | The 2017 Notes [Member]
Principal balance, 2017 Notes	85,938	85,938
Unamortized debt premium, 2017 Notes	886
Total long-term debt	$ 86,800	$ 85,900

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Note 7 - Leases - Operating Lease Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Lease expense	$ (5)
Weighted average remaining lease term (years) (Year)	1 year 244 days
Weighted average discount rate	6.75%

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Note 12 - Earnings (Loss) Per Share (Details Textual) - shares shares in Thousands	12 Months Ended		24 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2021
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures, Total	0	0
Nonvested Shares [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	100	800
Warrant [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	22,300	22,300
Share-based Payment Arrangement [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period	4,500	3,300
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period	2,400
Share-based Payment Arrangement [Member] | Forecast [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period			2,100
Nonvested Shares [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number, Ending Balance	2,200	4,200

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Note 12 - Earnings (Loss) Per Share - Computation of Earnings (Loss) Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Net income (loss) available to common shareholders	$ (10,225)	$ 6,134
Weighted average common shares outstanding – basic (in shares)	100,472,515	93,961,799
Common stock warrants (in shares)
Weighted average common shares outstanding – dilutive (in shares)	100,472,515	94,470,057
Basic earnings (loss) per share:
Basic (in dollars per share)	$ (0.10)	$ 0.07
Diluted earnings (loss) per share:
Diluted (in dollars per share)	$ (0.10)	$ 0.06
Share-based Payment Arrangement, Option [Member]
Incremental shares related to share-based compensation (in shares)	0	0
Nonvested Shares [Member]
Incremental shares related to share-based compensation (in shares)		508,258

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Note 13 - Income Taxes - Reconciliation of the Expected Federal Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Income tax expense (benefit) at statutory rate	$ (2,949)	$ 984
State income taxes, net of federal tax benefit	36	36
Valuation allowance	2,528	(688)
Change in federal tax rate
Change in state tax rate
Bankruptcy reorganization	9	17
Uncertain tax positions		(371)
Other	401	(267)
Total income tax expense (benefit)	$ 25	$ (289)

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Note 6 - Goodwill and Intangible Assets (Details Textual) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Sep. 30, 2019	Jun. 30, 2019	Dec. 31, 2019	Dec. 31, 2018
Goodwill, Impairment Loss	$ 1,700	$ 2,600	$ 4,300	$ 0

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Note 4 - Revenue; Accounts and Unbilled Receivables (Details Textual) $ in Thousands	12 Months Ended
	Dec. 31, 2019 USD ($)	Dec. 31, 2018 USD ($)
Customer Contracts, Notice of Termination Period	60 days
Accounts Receivable, Allowance for Credit Loss, Ending Balance	$ 0	$ 0
Customer Concentration Risk [Member] | Revenue Benchmark [Member]
Number of Major Customers	4	2
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | Two Customers [Member]
Concentration Risk, Percentage	63.10%	44.60%
Customer Concentration Risk [Member] | Accounts and Unbilled Receivables [Member] | Four Non-CSB Customers [Member]
Concentration Risk, Percentage	61.60%	60.90%
Number of Major Customers	4	4
Customer Concentration Risk [Member] | Accounts and Unbilled Receivables [Member] | Fourteen CSB Customers [Member]
Concentration Risk, Percentage	96.60%	95.30%
Number of Major Customers	14	14

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Note 7 - Leases (Details Textual) - USD ($) $ in Thousands	Dec. 31, 2019	Jan. 01, 2019	Dec. 31, 2018
Operating Lease, Right-of-Use Asset	$ 316	$ 200
Operating Lease, Liability, Total	$ 330	$ 200
Minimum [Member]
Lessee, Operating Lease, Renewal Term	1 year
Maximum [Member]
Lessee, Operating Lease, Renewal Term	3 years

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Note 6 - Goodwill and Intangible Assets

12 Months Ended

Dec. 31, 2019

Notes to Financial Statements

Goodwill and Intangible Assets Disclosure [Text Block]

Note

6.

Goodwill and Intangible Assets

	December 31, 2019						December 31, 2018
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Indefinite-lived assets (in thousands):
Goodwill	$	3,905	$	—	$	3,905	$	8,205	$	—	$	8,205
Tradenames		1,147		—		1,147		1,147		—		1,147
	$	5,052	$	—	$	5,052	$	9,352	$	—	$	9,352
Finite-lived assets (in thousands):
Customer relationships	$	6,895	$	2,380	$	4,515	$	6,895	$	1,395	$	5,500
Non-compete agreement		627		505		122		627		296		331
	$	7,522	$	2,885	$	4,637	$	7,522	$	1,691	$	5,831

	Years Ended December 31,
	2019			2018
Goodwill activity (in thousands):
Beginning balance	$	8,205		$	8,205
Impairment charge		(4,300	)		—
Ending balance	$	3,905		$	8,205

Management completed its annual goodwill impairment assessment as of

April 30, 2019.

Increased cost of services and administrative expenses at HCS have resulted in declining cash flow for the business. Based on the likelihood of these expenses remaining higher than initially forecast, management determined that the carrying value of the HCS goodwill exceeded its fair value by

$2.6

million. A goodwill impairment charge in this amount was recorded during the

second

quarter of

2019.

Management assessed the other indefinite and definite lived intangible assets and determined

no

impairment was necessary.

During the

fourth

quarter of

2019,

HCS was notified by a significant customer of its intent to terminate its contract services as of

January 29, 2020.

As a result, confirmation of the loss of the customer represented a triggering event for analysis of impairment of our intangible asset and goodwill balances as of

September 30, 2019.

It was determined that the carrying value of the HCS goodwill exceeded the fair value by

$1.7

million, and this adjustment was recorded during the

third

quarter of

2019.

Amortization expense (in thousands):
2018	$	1,194
2019		1,194
Estimated future amortization expense (in thousands):
2020	$	1,107
2021		985
2022		985
2023		985
Thereafter		575
Total estimated amortization expense	$	4,637

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Note 10 - Troubled Debt Restructuring

12 Months Ended

Dec. 31, 2019

Notes to Financial Statements

Troubled Debt Restructuring [Text Block]

Note

10.

Troubled Debt Restructuring

The Company evaluated whether the terms of the Amendment, as discussed in Note

8

to the consolidated financial statements, qualified as a troubled debt restructuring under applicable accounting standards. The Company determined that this transaction did qualify. Under the terms of the Amendment, there were

no

transfers of other assets and there was

no

gain or loss recorded on this transaction.

The outstanding balance on the

2017

Notes as of 

December 31, 2019

and 

2018

was $

86.8

and $

85.9

, respectively. At the time of the troubled debt restructuring, the carrying value of the debt was decreased by the fair value of the common stock and warrants issued by the Company under the terms of the Amendment of $

0.3

and $

0.6

million, respectively, less the total accrued interest from

July 1, 2019

through

August 8, 2019

of $

0.5

million at the original variable rate equal to LIBOR plus

3.5%

per annum. Future interest expense is computed using the effective interest method.  

The carrying value of long-term debt is as follows (in thousands):

	December 31, 2019		December 31, 2018
Principal balance, 2017 Notes	$	85,938	$	85,938
Unamortized debt premium, 2017 Notes		886		-
Other long-term debt		-		31
Total long-term debt	$	86,824	$	85,969