Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
Sep. 30, 2013 | Nov. 01, 2013 | |
Document and Entity Information [Abstract] | ' | ' |
Entity Registrant Name | 'NOVATION COMPANIES, INC. | ' |
Entity Central Index Key | '0001025953 | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Document Type | '10-Q | ' |
Document Period End Date | 30-Sep-13 | ' |
Document Fiscal Year Focus | '2013 | ' |
Document Fiscal Period Focus | 'Q3 | ' |
Amendment Flag | 'false | ' |
Entity Common Stock, Shares Outstanding | ' | 91,479,519 |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Current Assets | ' | ' |
Cash and cash equivalents | $17,442 | $16,362 |
Service fee receivable, net of allowance of $261 and $204, respectively | 5,998 | 8,336 |
Restricted cash | 1,094 | 1,158 |
Mortgage securities | 3,519 | 3,906 |
Deferred income tax asset, net | 504 | 1,941 |
Notes receivable, net of allowance of $0 and $1,054, respectively | 262 | 581 |
Other | 2,309 | 2,565 |
Total current assets | 31,128 | 34,849 |
Non-Current Assets | ' | ' |
Property and equipment, net of accumulated depreciation | 5,260 | 6,192 |
Goodwill | 3,170 | 3,170 |
Deferred income tax asset, net | 34,996 | 61,159 |
Other | 1,738 | 1,374 |
Total non-current assets | 45,164 | 71,895 |
Total assets | 76,292 | 106,744 |
Current Liabilities | ' | ' |
Accounts payable | 6,069 | 9,605 |
Accrued expenses | 7,804 | 8,255 |
Deferred revenue | 1,296 | 2,314 |
Note payable to related party | 1,000 | 1,000 |
Other | 416 | 248 |
Total current liabilities | 16,585 | 21,422 |
Non-Current Liabilities | ' | ' |
Senior notes | 83,320 | 81,728 |
Note payable to related party | 2,863 | 3,613 |
Other | 2,514 | 2,005 |
Total non-current liabilities | 88,697 | 87,346 |
Total liabilities | 105,282 | 108,768 |
Commitments and contingencies (Note 10) | ' | ' |
Capital stock, $0.01 par value per share, 120,000,000 shares authorized: | ' | ' |
Common stock, 91,479,519 shares issued and outstanding as of both September 30, 2013 and December 31, 2012 | 915 | 915 |
Additional paid-in capital | 740,441 | 740,171 |
Accumulated deficit | -772,239 | -744,213 |
Accumulated other comprehensive income | 2,886 | 3,301 |
Total Novation Companies, Inc. (“NCIâ€) shareholders' equity (deficit) | -27,997 | 174 |
Noncontrolling interests | -993 | -2,198 |
Total shareholders' equity (deficit) | -28,990 | -2,024 |
Total liabilities and shareholders' equity (deficit) | $76,292 | $106,744 |
Balance_Sheet_Parenthetical
Balance Sheet Parenthetical (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, except Share data, unless otherwise specified | ||
Current Assets: | ' | ' |
Allowance for doubtful accounts, service fee receivable | $261 | $204 |
Allowance for doubtful accounts, notes receivable | $0 | $1,054 |
Shareholders' deficit: | ' | ' |
Capital stock, par value | $0.01 | $0.01 |
Capital stock, shares authorized | 120,000,000 | 120,000,000 |
Common stock, shares issued | 91,479,519 | 91,479,519 |
Common stock, shares outstanding | 91,479,519 | 91,479,519 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Operations (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Income and Revenues: | ' | ' | ' | ' |
Service fee income | $33,007 | $44,158 | $125,687 | $137,683 |
Interest income - mortgage securities | 1,362 | 778 | 3,767 | 4,023 |
Total | 34,369 | 44,936 | 129,454 | 141,706 |
Costs and Expenses: | ' | ' | ' | ' |
Cost of services | 27,927 | 39,603 | 103,032 | 118,114 |
Selling, general and administrative expense | 8,147 | 7,090 | 25,608 | 21,333 |
Total | 36,074 | 46,693 | 128,640 | 139,447 |
Other income (expense) | -186 | -3 | 1,751 | -59 |
Interest expense | -813 | -795 | -2,403 | -2,330 |
Income (loss) before income taxes | -2,704 | -2,555 | 162 | -130 |
Income Tax Expense (Benefit), Continuing Operations | -377 | -442 | 27,289 | -63,549 |
Net (loss) income from continuing operations | -2,327 | -2,113 | -27,127 | 63,419 |
(Loss) income from discontinued operations, net of taxes | 50 | -1,207 | -1,064 | -2,377 |
Net (loss) income | -2,277 | -3,320 | -28,191 | 61,042 |
Less: Net loss attributable to noncontrolling interests | -88 | -1,114 | -165 | -1,508 |
Net (loss) income attributable to Novation | ($2,189) | ($2,206) | ($28,026) | $62,550 |
Earnings Per Share attributable to Novation: | ' | ' | ' | ' |
Basic, in dollars per share | ($0.02) | ($0.02) | ($0.31) | $0.69 |
Diluted, in dollars per share | ($0.02) | ($0.02) | ($0.31) | $0.68 |
Weighted average basic shares outstanding, in shares | 90,801,716 | 90,651,716 | 90,745,504 | 90,530,738 |
Weighted average diluted shares outstanding, in shares | 90,801,716 | 91,327,558 | 90,745,504 | 91,434,982 |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements of Comprehensive Income (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Net (loss) income | ($2,277) | ($3,320) | ($28,191) | $61,042 |
Other comprehensive (loss) income: | ' | ' | ' | ' |
Change in unrealized gain on mortgage securities – available-for-sale (Note 11) | 58 | -268 | -415 | 249 |
Total comprehensive (loss) income | -2,219 | -3,588 | -28,606 | 61,291 |
Less: Net loss attributable to noncontrolling interests | -88 | -1,114 | -165 | -1,508 |
Total comprehensive (loss) income attributable to Novation | ($2,131) | ($2,474) | ($28,441) | $62,799 |
Condensed_Consolidated_Stateme2
Condensed Consolidated Statements of Shareholders' Equity (Deficit) (USD $) | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Income [Member] | Noncontrolling Interest [Member] |
In Thousands, unless otherwise specified | ||||||
Balance at Dec. 31, 2011 | ($52,756) | $913 | $746,276 | ($803,400) | $3,267 | $188 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ' | ' | ' | ' | ' | ' |
Compensation recognized under stock compensation plans | 223 | ' | 223 | ' | ' | ' |
Issuance of nonvested shares | 0 | 2 | -2 | ' | ' | ' |
Contributions from noncontrolling interests | 593 | ' | ' | ' | ' | 593 |
Distributions to noncontrolling interests | -217 | ' | ' | ' | ' | -217 |
Acquisition of noncontrolling interests | -6,113 | ' | -6,110 | ' | ' | -3 |
Other changes in noncontrolling interests | 0 | ' | -100 | ' | ' | 100 |
Adjustment to estimated accrued offering costs | 0 | ' | ' | ' | ' | ' |
Net (loss) income | 61,042 | ' | ' | 62,550 | ' | -1,508 |
Other comprehensive income | 249 | ' | ' | ' | 249 | ' |
Balance at Sep. 30, 2012 | 3,021 | 915 | 740,287 | -740,850 | 3,516 | -847 |
Balance at Dec. 31, 2012 | -2,024 | 915 | 740,171 | -744,213 | 3,301 | -2,198 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ' | ' | ' | ' | ' | ' |
Compensation recognized under stock compensation plans | 363 | ' | 363 | ' | ' | ' |
Contributions from noncontrolling interests | 158 | ' | ' | ' | ' | 158 |
Distributions to noncontrolling interests | -651 | ' | ' | ' | ' | -651 |
Acquisition of noncontrolling interests | 0 | ' | -1,863 | ' | ' | 1,863 |
Adjustment to estimated accrued offering costs | 1,770 | ' | 1,770 | ' | ' | ' |
Net (loss) income | -28,191 | ' | ' | -28,026 | ' | ' |
Other comprehensive income | -415 | ' | ' | ' | -415 | ' |
Balance at Sep. 30, 2013 | ($28,990) | $915 | $740,441 | ($772,239) | $2,886 | ($993) |
Shareholders_Deficit_Parenthet
Shareholders' Deficit Parentheticals | 9 Months Ended | |
Sep. 30, 2013 | Sep. 30, 2012 | |
Issuance of nonvested shares | 0 | 225,866 |
Condensed_Consolidated_Stateme3
Condensed Consolidated Statements of Cash Flows (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 |
Cash flows from operating activities: | ' | ' |
Net (loss) income | ($28,191) | $61,042 |
Adjustments to reconcile net (loss) income to net cash provided by operating activities: | ' | ' |
Accretion of mortgage securities | -580 | -807 |
Provision for bad debt, net | -863 | 559 |
Amortization of deferred debt issuance costs and senior debentures discount | 1,592 | 1,547 |
Fair value adjustments | -861 | 0 |
Loss on disposal of fixed assets | 449 | 2 |
Compensation recognized under stock compensation plans | 363 | 223 |
Depreciation expense | 2,888 | 2,517 |
Deferred taxes | 27,600 | -63,101 |
Changes in: | ' | ' |
Service fee receivable | 2,147 | -699 |
Restricted cash | 64 | 610 |
Other current assets and liabilities, net | 968 | 1,767 |
Other noncurrent assets and liabilities, net | -122 | -1,135 |
Deferred revenue | -1,018 | 882 |
Accounts payable and accrued expenses | -1,566 | 4,296 |
Net cash provided by operating activities | 2,870 | 7,703 |
Cash flows from investing activities: | ' | ' |
Proceeds from paydowns of mortgage securities | 552 | 814 |
Restricted cash, net | 20 | 31 |
Proceeds from paydowns of notes receivable | 1,721 | 3,148 |
Issuance of notes receivable | -258 | -55 |
Purchases of property and equipment | -2,313 | -2,125 |
Net cash provided by investing activities | -278 | 1,813 |
Cash flows from financing activities: | ' | ' |
Contributions from noncontrolling interests | 158 | 593 |
Distributions to noncontrolling interests | -651 | -217 |
Acquisition of noncontrolling interest | 0 | -500 |
Principal payments under capital leases | -269 | 0 |
Paydowns of note payable to related party | -750 | -750 |
Net cash used in financing activities | -1,512 | -874 |
Net increase in cash and cash equivalents | 1,080 | 8,642 |
Cash and cash equivalents, beginning of period | 16,362 | 11,503 |
Cash and cash equivalents, end of period | 17,442 | 20,145 |
Supplemental Disclosure of Cash Flow Information | ' | ' |
Cash paid for interest | 813 | 783 |
Cash paid for income taxes, net of refunds | 21 | 2,008 |
Cash received on mortgage securities - available-for-sale with no cost basis | 3,187 | 3,216 |
Non-cash investing and financing activities: | ' | ' |
Acquisition of noncontrolling interests for note payable | 0 | 5,613 |
Acquisition of noncontrolling interest for extinguishment of intercompany debt | 1,863 | 0 |
Adjustment to estimated accrued offering costs | 1,770 | 0 |
Assets acquired under capital lease | $542 | $427 |
Financial_Statement_Presentati
Financial Statement Presentation | 9 Months Ended |
Sep. 30, 2013 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
Financial Statement Presentation | ' |
Financial Statement Presentation | |
Description of Operations – Novation Companies, Inc. (“NCI” or the “Company”) acquires and operates technology-enabled service businesses, with a focus on building and developing these businesses to create long term value. | |
The Company owns 91% of StreetLinks LLC (“StreetLinks”), a national residential appraisal and mortgage real estate valuation management services company. The majority of StreetLinks' business is generated from managing the process of fulfilling an appraisal order and performing a quality control review of all appraisals. StreetLinks also provides other real estate valuation management services, such as field reviews, value validation, and automated appraisal risk management. StreetLinks charges a fee for these services which is collected from lenders and borrowers. | |
The Company owns 100% of Advent Financial Services LLC (“Advent”). As of December 31, 2012, the Company owned 78% of Advent. For discussion regarding the change in ownership interest, see Note 4 to the condensed consolidation financial statements. Advent, along with its distribution partners, provides financial settlement services, mainly for income tax preparation businesses, and also provides access to tailored banking accounts and related services via its prepaid debit card designed to meet the needs of low and moderate-income level individuals. Advent is not a bank, but it acts as an intermediary for banking products on behalf of other banking institutions. | |
The primary distribution channel for Advent is by way of settlement services to electronic income tax return originators. Advent provides a process for the originators to collect refunds from the Internal Revenue Service, distribute fees to various service providers and deliver the net refund to individuals. Individuals may elect to have the net refund dollars deposited into Advent's prepaid debit card. Individuals also have the option to have the net refund dollars paid by check or to an existing bank account. Regardless of the settlement method, Advent receives a fee from the originator for providing the settlement service. If the refund is deposited to the prepaid debit card offered by Advent, Advent earns additional fee income. | |
The Company owns 67% of Mango Moving, LLC ("Mango"), which was formerly a third-party logistics provider within the household goods industry. However, as a result of continued capital demands and difficulties generating positive cash flows or earnings, the Company and non-controlling owners agreed to dissolve Mango and abandon its operations during the first quarter of 2013. As discussed in Note 3, the operations of Mango have been classified as discontinued operations for all periods presented. | |
On October 2, 2012, the Company acquired 85% of the membership interests in IVR Central, LLC ("IVR"). Subsequent to the acquisition, IVR changed its name to CorvisaCloud LLC ("CorvisaCloud"). CorvisaCloud is a technology company in the call center communications industry, whose primary products include interactive voice response, automated call distribution, call dialing and call recording using cloud technology. See Note 4 to the condensed consolidated financial statements for additional information regarding this acquisition. | |
Prior to 2008, 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 continue to be a source of our earnings and cash flow. | |
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 financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of income and expense during the period. The Company uses estimates and judgments in establishing the fair value of its mortgage securities, notes receivable, goodwill, and accounting for income taxes, including the determination of the timing of the establishment or release of the valuation allowance related to the deferred tax asset balances and reserves for uncertain tax positions. While the condensed consolidated financial statements and footnotes reflect the best estimates and judgments of management at the time, actual results could differ significantly from those estimates. | |
Cash equivalents consist of liquid investments with an original maturity of three months or less. Amounts due from banks and credit card companies of $0.3 million for the settlement of credit card transactions are included in cash and cash equivalents as of both September 30, 2013 and December 31, 2012, as they are generally collected within three business days. Cash equivalents are stated at cost, which approximates fair value. | |
The condensed consolidated financial statements of the Company include the accounts of all wholly-owned and majority-owned subsidiaries. Intercompany accounts and transactions have been eliminated in consolidation. | |
The Company's condensed consolidated financial statements are unaudited. In the opinion of management, all necessary adjustments have been made, which were of a normal and recurring nature, for a fair presentation of the condensed consolidated financial statements. | |
The Company's condensed consolidated financial statements should be read in conjunction with Management's Discussion and Analysis of Financial Condition and Results of Operations and the consolidated financial statements of the Company and the notes thereto included in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2012. |
New_Accounting_Pronouncements
New Accounting Pronouncements | 9 Months Ended |
Sep. 30, 2013 | |
Accounting Changes and Error Corrections [Abstract] | ' |
New Accounting Pronouncements | ' |
New Accounting Pronouncements | |
In July 2012, the FASB issued ASU 2012-02, Intangibles—Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment, which amends the guidance in ASC 350-30 on testing indefinite-lived intangible assets, other than goodwill, for impairment. The FASB issued the ASU in response to feedback on ASU 2011-08, which amended the goodwill impairment testing requirements by allowing an entity to perform a qualitative impairment assessment before proceeding to the two-step impairment test. Similarly, under ASU 2012-02, an entity testing an indefinite-lived intangible asset for impairment has the option of performing a qualitative assessment before calculating the fair value of the asset. Although ASU 2012-02 revises the examples of events and circumstances that an entity should consider in interim periods, it does not revise the requirements to test (1) indefinite-lived intangible assets annually for impairment and (2) between annual tests if there is a change in events or circumstances. This guidance is effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012, and did not have a material impact on the Company's consolidated financial statements. | |
In January 2013, the FASB issued ASU 2013-1, Balance Sheet (Topic 210): Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities, which clarifies which instruments and transactions are subject to the offsetting disclosure requirements established by ASU 2011-11. The new ASU addresses preparer concerns that the scope of the disclosure requirements under ASU 2011-11 was overly broad and imposed unintended costs that were not commensurate with estimated benefits to financial statement users. This guidance is effective for fiscal years beginning on or after January 1, 2013, and did not have a significant impact on the Company's financial statements. | |
In February 2013, the FASB issued ASU 2013-2, Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income, which adds new disclosure requirements for items reclassified out of accumulated other comprehensive income (AOCI). This guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2012, and did not have a significant impact on the Company's financial statements. | |
In July 2013, the FASB issued ASU 2013-11, Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists (a consensus of the FASB Emerging Issues Task Force), which provides guidance on financial statement presentation of an unrecognized tax benefit when a net operating loss (NOL) carryforward, a similar tax loss, or a tax credit carryforward exists. The FASB's objective in issuing this ASU is to eliminate diversity in practice resulting from a lack of guidance on this topic in current U.S. GAAP. This ASU applies to all entities with unrecognized tax benefits that also have tax loss or tax credit carryforwards in the same tax jurisdiction as of the reporting date and is effective for fiscal years beginning after December 15, 2013, and interim periods within those years. This guidance is not expected to have a significant impact on the Company's financial statements. |
Discontinued_Operations_Notes
Discontinued Operations (Notes) | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Discontinued Operations and Disposal Groups [Abstract] | ' | |||||||||||||||
Disposal Groups, Including Discontinued Operations, Disclosure [Text Block] | ' | |||||||||||||||
Discontinued Operations | ||||||||||||||||
Because of continued capital demands and difficulties generating positive cash flows or earnings, effective February 27, 2013, the Company committed to a plan to abandon the operations of Mango, which comprised the Company's entire Logistics segment. The run-off operations of Mango ceased during the first quarter of 2013, and the Company will not have any significant continuing involvement in Mango. | ||||||||||||||||
The results of operations for the Company's Logistics segment and any related eliminations have been classified as discontinued operations for all periods presented and are summarized below. | ||||||||||||||||
For the Nine Months Ended | For the Three Months Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
Service fee income | $ | 376 | $ | 4,619 | — | $ | 2,004 | |||||||||
Cost of services | 756 | 4,653 | (35 | ) | 2,292 | |||||||||||
Selling, general and administrative expense | 684 | 2,317 | (15 | ) | 921 | |||||||||||
Other (expense) income, net | — | (26 | ) | — | 2 | |||||||||||
Net (loss) income from discontinued operations before income taxes | (1,064 | ) | (2,377 | ) | 50 | (1,207 | ) | |||||||||
Income tax expense | — | — | — | — | ||||||||||||
Net (loss) income from discontinued operations, net of income taxes | $ | (1,064 | ) | $ | (2,377 | ) | $ | 50 | $ | (1,207 | ) | |||||
The Company recorded a loss from discontinued operations, net of income taxes of $1.1 million for the nine months ended September 30, 2013 and income from discontinued operations of $0.1 million for the three months ended September 30, 2013. The year to date amount includes one-time employee termination benefits of $0.1 million and depreciation expense of $0.4 million, which largely represents the revision of depreciation estimates to reflect the use of the Logistics segment's fixed assets over their shortened useful lives through the date of abandonment. The activity for the three months ended September 30, 2013 was not significant. | ||||||||||||||||
The major classes of assets and liabilities for the Company's Logistics segment as of September 30, 2013 and December 31, 2012 are detailed below. Unless otherwise noted below, these amounts are included in the respective line items within the condensed consolidated balance sheets for all periods presented. | ||||||||||||||||
September 30, | December 31, | |||||||||||||||
2013 | 2012 | |||||||||||||||
Assets | ||||||||||||||||
Current Assets | ||||||||||||||||
Cash and cash equivalents | $ | — | $ | 49 | ||||||||||||
Service fee receivable, net | — | 111 | ||||||||||||||
Other current assets | — | 66 | ||||||||||||||
Total current assets | — | 226 | ||||||||||||||
Non-Current Assets | ||||||||||||||||
Property and equipment, net of accumulated depreciation | — | 372 | ||||||||||||||
Other | — | 109 | ||||||||||||||
Total non-current assets | — | 481 | ||||||||||||||
Total assets | $ | — | $ | 707 | ||||||||||||
Liabilities | ||||||||||||||||
Current Liabilities | ||||||||||||||||
Accounts payable | $ | 17 | $ | 133 | ||||||||||||
Accrued expenses (A) | 32 | 439 | ||||||||||||||
Due to Novation (B) | 624 | 776 | ||||||||||||||
Other | — | 28 | ||||||||||||||
Total current liabilities | 673 | 1,376 | ||||||||||||||
Non-Current Liabilities | ||||||||||||||||
Other | — | 11 | ||||||||||||||
Total non-current liabilities | — | 11 | ||||||||||||||
Total liabilities | $ | 673 | $ | 1,387 | ||||||||||||
(A) | Accrued expenses as of September 30, 2013 consist primarily of accruals for customer damage claims. | |||||||||||||||
(B) | Amounts due to Novation are eliminated upon consolidation. As such, these amounts are not included in the condensed, consolidated balance sheets for any periods presented. |
Business_Combinations_and_Cons
Business Combinations and Consolidation | 9 Months Ended | |||
Sep. 30, 2013 | ||||
Business Combinations [Abstract] | ' | |||
Business Combinations and Consolidation | ' | |||
Business Combinations and Consolidation | ||||
Prior to 2012, Advent entered into a revolving note and revolving credit agreement (the "Agreements") with the Company whereby the noncontrolling members of Advent pledged their membership interests as security for Advent's obligations under the Agreements. As a result of Advent's default under the Agreements, during the second quarter of 2013 the Company foreclosed on the membership interests of the noncontrolling members in full satisfaction of Advent's outstanding intercompany debt obligations. At the time of foreclosure, Advent's noncontrolling members held approximately 22% of the outstanding membership interests. Therefore, the foreclosure raised the Company's ownership interest in Advent to 100% as of June 30, 2013 from 78% as of December 31, 2012. In accordance with the relevant accounting guidance, this debt extinguishment was treated as an equity transaction, reducing both additional paid in capital and Advent's noncontrolling interest deficit by approximately $1.9 million on a consolidated basis with no corresponding gain or loss recognized in the condensed consolidated statement of operations. | ||||
On October 2, 2012, pursuant to a Membership Interest Purchase Agreement between the Company and IVR, the Company acquired 85% of the membership interests in IVR in exchange for a purchase price of $0.8 million and the issuance of 200,000 stock options, 75,000 of which vested immediately and were included in the consideration transferred for the purposes of the purchase price allocation. Due to certain operational and financial vesting conditions, the remaining 125,000 options were deemed to be attributable to post-combination service and, thus, will be recognized as compensation cost over the applicable service periods. IVR is a technology company in the call center communications industry, whose primary products include interactive voice response, automated call distribution, call dialing and call recording using cloud technology. The impact of this acquisition was not material to the Company's condensed consolidated results of operations and consolidated balance sheet. Subsequent to the acquisition, IVR changed its name to CorvisaCloud LLC. | ||||
The purchase price for the CorvisaCloud acquisition has been allocated based on the assessment of the fair value of the assets acquired and liabilities assumed, determined based on the Company’s internal operational assessments and other analyses, which are Level 3 measurements. Pro forma disclosure requirements have not been included as they are not considered material. | ||||
A summary of the aggregate amounts of the assets acquired and liabilities assumed and the aggregate consideration paid for CorvisaCloud during 2012 follows (dollars in thousands): | ||||
Total | ||||
Assets: | ||||
Cash | $ | 505 | ||
Service fee receivable | 23 | |||
Property and equipment | 500 | |||
Liabilities: | ||||
Accounts payable | (51 | ) | ||
Accrued expenses | (21 | ) | ||
Noncontrolling interests | (118 | ) | ||
Total consideration | $ | 838 | ||
On March 8, 2012, Steve Haslam, the Chief Executive Officer of StreetLinks, was appointed the Chief Operating Officer of the Company. As part of the transition of Mr. Haslam to his new position with the Company, and pursuant to the exercise of his rights under his employment agreement with StreetLinks, he sold all of his 1,927 membership units of StreetLinks to the Company pursuant to a Membership Interest Purchase Agreement, dated March 8, 2012, by and between Mr. Haslam and the Company (the “Unit Purchase Agreement”). At the time of the transaction, the 1,927 membership units of StreetLinks represented approximately 5% of the outstanding StreetLinks membership units. The total purchase price under the Unit Purchase Agreement was $6.1 million, of which $1.5 million was paid during 2012. Approximately $0.8 million was paid during the nine months ended September 30, 2013. The remainder of this obligation is payable as follows: $0.3 million on the last day of each quarter hereafter until March 8, 2016, on which date the unpaid principal balance of $1.6 million is to be paid, plus interest on the unpaid balance at the rate of 4.0% per annum, compounded quarterly. The additional equity interest acquired as a result of this transaction was offset slightly by the issuance of additional StreetLinks membership units to certain StreetLinks employees during the second quarter of 2012. The issuance of these membership units reduced the Company's equity interest in StreetLinks from approximately 93% to approximately 91%. |
Mortgage_Securities
Mortgage Securities | 9 Months Ended | |||||||||||||||||||||||
Sep. 30, 2013 | ||||||||||||||||||||||||
Investments, Debt and Equity Securities [Abstract] | ' | |||||||||||||||||||||||
Mortgage Securities | ' | |||||||||||||||||||||||
Mortgage Securities | ||||||||||||||||||||||||
As of September 30, 2013 and December 31, 2012, mortgage securities consisted entirely of the Company's investment in the residual securities issued by securitization trusts sponsored by the Company and classified as available-for-sale. Residual securities consist of interest-only, prepayment penalty and overcollateralization bonds. See Note 12 to the condensed consolidated financial statements for details on the Company's fair value methodology. | ||||||||||||||||||||||||
The following table presents certain information on the Company's portfolio of mortgage securities – available-for-sale as of September 30, 2013 and December 31, 2012 (dollars in thousands): | ||||||||||||||||||||||||
Cost Basis | Unrealized Gain | Estimated Fair Value | Average Yield (A) | |||||||||||||||||||||
September 30, 2013 | $ | 633 | $ | 2,886 | $ | 3,519 | 138 | % | ||||||||||||||||
December 31, 2012 | 605 | 3,301 | 3,906 | 176 | ||||||||||||||||||||
(A) | The average yield is calculated from the cost basis of the mortgage securities and does not give effect to changes in fair value that are reflected as a component of shareholders' equity (deficit). | |||||||||||||||||||||||
There were no other-than-temporary impairments relating to mortgage securities – available-for-sale for the nine and three months ended September 30, 2013 and 2012. Maturities of mortgage securities owned by the Company depend on repayment characteristics and experience of the underlying financial instruments. | ||||||||||||||||||||||||
The following table relates to the securitizations where the Company retained an interest in the assets issued by the securitization trust, a variable interest entity or VIE (dollars in thousands): | ||||||||||||||||||||||||
Size/Principal Outstanding (A) | Assets on Balance Sheet (B) | Liabilities on Balance Sheet | Maximum Exposure to Loss(C) | Year to Date Loss on Sale | Year to Date Cash Flows (D) | |||||||||||||||||||
September 30, 2013 | $ | 4,941,067 | $ | 3,519 | $ | — | $ | 3,519 | $ | — | $ | 3,739 | ||||||||||||
December 31, 2012 | 5,432,562 | 3,906 | — | 3,906 | — | 4,030 | ||||||||||||||||||
(A) | Size/principal outstanding reflects the estimated principal of the underlying assets held by the VIE. | |||||||||||||||||||||||
(B) | Assets on balance sheet are securities issued by the entity and are recorded in the mortgage securities line item of the condensed consolidated balance sheets. | |||||||||||||||||||||||
(C) | The maximum exposure to loss includes the assets held by the Company and assumes a total loss on the referenced assets held by the VIE. | |||||||||||||||||||||||
(D) | Year to date cash flows are for the nine months ended September 30, 2013 and 2012, respectively. |
Notes_Receivable_and_Allowance
Notes Receivable and Allowance for Doubtful Accounts | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Notes Receivable and Allowance for Doubtful Accounts [Abstract] | ' | |||||||||||||||
Notes Receivable and Allowance for Doubtful Accounts | ' | |||||||||||||||
Notes Receivable and Allowance for Doubtful Accounts | ||||||||||||||||
The Company has made loans to independent entities that have used the proceeds to finance current and on-going operations. Notes receivable are considered impaired if, based on current information and events, it is probable that the Company will be unable to collect all amounts due that are contractually obligated. The Company determines the required allowance for doubtful accounts using information such as the borrower's financial condition and economic trends and conditions. Recognition of income is suspended and the loan is placed on non-accrual status when management determines that collection of future income is not probable. Accrual is resumed, and previously suspended income is recognized, when the loan becomes contractually current and/or collection doubts are removed. Cash receipts on impaired loans are recorded against the receivable and then to any unrecognized income. | ||||||||||||||||
The Company charges off uncollectible notes receivable when repayment of contractually-obligated amounts is not deemed to be probable. There were no amounts charged off during the nine and three months ended September 30, 2013 and 2012. | ||||||||||||||||
Due to the low number of notes receivable, the Company evaluates each note individually for collectability rather than analyzing by class or credit quality indicator. During the first quarter of 2013, the Company recorded a recovery of credit losses of approximately $1.1 million, as a result of this review. This recovery related to a note receivable due from ITS Financial, LLC (“ITS”), for which the Company had recorded a full provision for credit losses of $1.1 million during the first quarter of 2012. This note was paid in full during the first quarter of 2013. There was no additional recovery of or provision for credit losses during the three months ended September 30, 2013 and 2012. | ||||||||||||||||
The Company maintained no allowance for credit losses on notes receivable as of September 30, 2013, and an allowance of $1.1 million as of September 30, 2012, the entire amount of which related to the note receivable due from ITS. Activity in the allowance for credit losses on notes receivable is as follows for the nine and three months ended September 30, 2013 and 2012 (dollars in thousands): | ||||||||||||||||
For the Nine Months Ended | For the Three Months Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
Balance, beginning of period | $ | 1,054 | $ | — | $ | — | $ | 1,054 | ||||||||
(Recovery of) provision for credit losses | (1,054 | ) | 1,054 | — | — | |||||||||||
Balance, end of period | $ | — | $ | 1,054 | $ | — | $ | 1,054 | ||||||||
The full outstanding notes receivable balance of $0.3 million as of September 30, 2013 and remaining outstanding notes receivable balance excluding the note receivable due from ITS of $0.6 million as of December 31, 2012, was current. |
Property_and_Equipment_Net
Property and Equipment, Net | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Property, Plant and Equipment [Abstract] | ' | |||||||
Property and Equipment, Net | ' | |||||||
Property and Equipment, Net | ||||||||
All of the Company's property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation and amortization are computed using the straight-line method over the estimated useful lives of the related assets. The estimated useful lives of the Company's property and equipment are the lesser of 5 years or remaining lease term for leasehold improvements, 5 years for furniture and fixtures, 3 to 5 years for office and computer equipment, and 3 years for software. | ||||||||
Maintenance and repairs are charged to expense. Major renewals and improvements are capitalized. Gains and losses on dispositions are credited or charged to earnings as incurred. Depreciation and amortization expense relating to property and equipment was $2.9 million and $0.9 million for the nine and three months ended September 30, 2013, respectively, and $2.5 million and $1.2 million for the nine and three months ended September 30, 2012, respectively. | ||||||||
The following table shows the Company's property and equipment, net as of September 30, 2013 and December 31, 2012 (dollars in thousands): | ||||||||
September 30, | December 31, | |||||||
2013 | 2012 | |||||||
Furniture, fixtures and office equipment | $ | 1,016 | $ | 993 | ||||
Hardware and computer equipment | 5,185 | 4,358 | ||||||
Software | 8,715 | 8,765 | ||||||
Leasehold improvements | 890 | 1,216 | ||||||
Total Cost | 15,806 | 15,332 | ||||||
Less: Accumulated depreciation and amortization | (10,546 | ) | (9,140 | ) | ||||
Property and equipment, net | $ | 5,260 | $ | 6,192 | ||||
The hardware and computer equipment amount above includes gross assets under capital leases of $1.2 million and $0.7 million as of September 30, 2013 and December 31, 2012, respectively. As of September 30, 2013 and December 31, 2012, respectively, accumulated depreciation and amortization of these assets totaled approximately $0.4 million and $0.1 million. |
Goodwill
Goodwill | 9 Months Ended |
Sep. 30, 2013 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ' |
Goodwill | ' |
Goodwill | |
As of both September 30, 2013 and December 31, 2012, goodwill totaled $3.2 million, the entire amount of which represents the goodwill assigned to the Appraisal Management reporting unit. There was no goodwill activity for the nine and three months ended September 30, 2013 and 2012. | |
Goodwill is tested for impairment at least annually as of November 30, or when events or circumstances suggest that an impairment may exist. Goodwill is tested for impairment using a two-step process that begins with an estimation of fair value. The first step compares the estimated fair value of the reporting unit to its carrying amount, including goodwill. If the estimated fair value exceeds its carrying amount, goodwill is not considered impaired. However, if the carrying amount exceeds its estimated fair value, a second step is performed, comparing the implied fair value to the carrying amount of goodwill. An impairment loss is recorded in the consolidated statement of operations to the extent that the carrying amount of goodwill exceeds its implied fair value. | |
For tax purposes, goodwill is included in the Company's basis in its investment in StreetLinks as StreetLinks is a limited liability company. Therefore, it will be non-deductible for tax purposes as long as the Company holds its investment. |
Borrowings
Borrowings | 9 Months Ended |
Sep. 30, 2013 | |
Borrowings [Abstract] | ' |
Borrowings | ' |
Borrowings | |
Senior Notes – The Company has outstanding unsecured senior notes pursuant to three indentures (collectively, the “Senior Notes”) with an aggregate principal balance of $85.9 million. The Senior Notes were created through an exchange of the Company's previously outstanding junior subordinated notes that occurred prior to 2012. This exchange was considered a modification of a debt instrument for accounting purposes, therefore the Company uses the effective interest method to accrete from the existing balances of $83.3 million and $81.7 million as of September 30, 2013 and December 31, 2012, respectively to the aggregate principal balance of $85.9 million. | |
The Senior Notes accrue interest at a rate of 1.0% until the earlier of (a) the completion of an equity offering by the Company or its subsidiaries that results in proceeds of $40 million or more or (b) January 1, 2016. Thereafter, the Senior Notes will accrue interest at a rate of three-month LIBOR plus 3.5% (the “Full Rate”). Interest on the Senior Notes is paid on a quarterly basis and no principal payments are due until maturity on March 30, 2033. | |
The indentures governing the Senior Notes (the “Indentures”) contain certain restrictive covenants (the “Negative Covenants”) subject to certain exceptions in the Indentures, including written consent of the holders of the Senior Notes. The Negative Covenants prohibit the Company and its subsidiaries, from among other things, incurring debt, permitting any lien upon any of its property or assets, making any cash dividend or distribution or liquidation payment, acquiring shares of the Company or its subsidiaries, making payment on debt securities of the Company that rank pari passu or junior to the Senior Notes, or disposing of any equity interest in its subsidiaries or all or substantially all of the assets of its subsidiaries. The Negative Covenants remain in effect until both of the following conditions are met: 1) the Senior Notes begin accruing interest at the Full Rate, and 2) the Company satisfies certain financial covenants (the “Financial Covenants”). Satisfaction of the Financial Covenants requires the Company to demonstrate on a consolidated basis that (1) its Tangible Net Worth is equal to or greater than $40 million, and (2) either (a) the Interest Coverage Ratio is equal to or greater than 1.35x, or (b) the Leverage Ratio is not greater than 95%. As the Senior Notes were not accruing interest at the Full Rate, the Negative Covenants, as defined above, were still in effect as of September 30, 2013 and December 31, 2012. As such, the Company was under no obligation to comply with the Financial Covenants during these periods. | |
The Company was in compliance with all Negative Covenants as of September 30, 2013 and December 31, 2012. | |
Note Payable to Related Party – As discussed in Note 4 to the condensed consolidated financial statements, Steve Haslam sold all of his membership units of StreetLinks to the Company, approximately 5%, on March 8, 2012. The total purchase price was $6.1 million, of which $1.5 million was paid during 2012. Approximately $0.8 million was paid during the nine months ended September 30, 2013. The remainder of this obligation is payable as follows: $0.3 million on the last day of each quarter until March 8, 2016, on which date the unpaid principal balance of $1.6 million is to be paid, plus interest on the unpaid balance at the rate of 4.0% per annum, compounded quarterly. The Company's obligation is secured by the StreetLinks' interest purchased. | |
Capital Leases – The Company leases hardware and computer equipment under capital leases. These capital leases are payable in 36 monthly installments and mature between August 2014 and September 2016. As of September 30, 2013 and December 31, 2012, current maturities of obligations under capital leases were approximately $0.4 million and $0.3 million, respectively. Noncurrent maturities of obligations under capital leases were approximately $0.5 million and $0.4 million, as of September 30, 2013 and December 31, 2012, respectively. Due to the immaterial nature of these obligations with regard to the Company's financial statements as a whole, current maturities and noncurrent maturities of capital leases are included in the other current liabilities and other liabilities line items, respectively, in the Company's condensed consolidated balance sheets. |
Commitments_and_Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2013 | |
Commitments and Contingencies [Abstract] | ' |
Commitments and Contingencies | ' |
Commitments and Contingencies | |
In conjunction with the acquisition of Corvisa, LLC in 2011, the Company is obligated to make payments in the future to the former minority owners of Corvisa of up to $1.2 million if revenue targets are achieved. During the three months ended September 30, 2013, the Company, based on management's estimates of the probability of the earnings targets being achieved, recorded an adjustment to the fair value of the recorded liability pertaining to this obligation. This adjustment reduced the recorded liability by approximately $0.2 million. As of September 30, 2013, the remaining recorded liability related to the Corvisa contingent consideration obligation was $0.2 million, all of which is recorded in accrued expenses. As of December 31, 2012, the Company had recorded a liability of $0.9 million related to this contingency, with approximately $0.5 million recorded in the accrued expense line of the condensed consolidated balance sheet and $0.4 million recorded in the other noncurrent liabilities. | |
The Company has received indemnification and loan repurchase demands with respect to alleged violations of representations and warranties (“defects”) made in loan sale and securitization agreements. These demands have been received substantially beginning in 2006 and have continued into 2013. 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 a loan due to missing documentation or breaches of representations or warranties made in sale documents that materially adversely affected the value of the loan. Beginning in 1997 and ending in 2007, affiliates of the Company sold loans to securitization trusts and third parties with the potential of such repurchase 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. Between 2011 and 2013, the Company received claims to repurchase loans with original principal balances of approximately $31.2 million. These claims 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 between 2011 and 2013. | |
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 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. | |
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. | |
On May 21, 2008, a purported class action case was filed in the Supreme Court of the State of New York, New York County, by the New Jersey Carpenters' Health Fund, on behalf of itself and all others similarly situated. Defendants in the case included NovaStar Mortgage Funding Corporation (“NMFC”) and its 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. Given the early stage of the litigation, the Company cannot provide an estimate of the range of any loss. The Company believes that the affiliated defendants have meritorious defenses to the case and 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 October 12, 2011, the complaint was served on NMFC. On December 20, 2011, NMFC filed a motion to dismiss the plaintiff's complaint and to strike certain paragraphs of the complaint. On July 25, 2012, the court granted the motion in part and denied the motion in part. The plaintiff was granted leave to amend the complaint. On August 24, 2012, the plaintiff filed an amended complaint making essentially the same claims against NMFC. On October 29, 2012, NMFC filed a motion to dismiss the amended complaint. 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 oral argument on the appeal occurred May 8, 2013. 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 September 12, 2013, the lower court denied NMFC’s motion to dismiss the amended complaint against NMFC. This litigation is in an early stage, and the Company cannot provide an estimate of the range of any loss. The Company believes that NMFC has meritorious defenses to the case and expects it to defend the case vigorously. | |
On May 30, 2012, Woori Bank filed an action against NovaStar ABS CDO I, Inc. and NovaStar ABS CDO I, Ltd. (collectively, “NCDO”) and certain other unrelated entities in the United States District Court for the Southern District of New York, claiming common law fraud, negligent misrepresentation and unjust enrichment based on allegations that defendants knew that NCDO securities purchased by the plaintiff involved more risk than their ratings suggested. The plaintiff dismissed, without prejudice, NovaStar ABS CDO I, Ltd., and on August 20, 2012, the plaintiff filed an amended complaint against NovaStar ABS CDO I, Inc. and other, unrelated entities. The amended complaint alleged the same claims against NovaStar ABS CDO I, Inc. On September 12, 2012, NovaStar ABS CDO I, Inc. filed a motion to dismiss the amended complaint. On December 27, 2012, the court dismissed the claims against all defendants without granting the plaintiff leave to amend its complaint. However, the court gave the plaintiff the opportunity, until March 1, 2013, to write a letter to the court explaining how it would amend to correct the noted deficiencies in its complaint if granted leave. In response, the plaintiff, on January 23, 2013, filed a motion for leave to file an amended complaint and to alter, amend or vacate the judgment of dismissal. On March 8, 2013 the court denied plaintiff's motion and made its dismissal final. The plaintiff appealed. In its opening brief filed June 3, 2013, plaintiff appellant acknowledged that it was not appealing the lower court’s dismissal of NovaStar ABS CDO I, Inc., the sole remaining NovaStar defendant. | |
On February 28, 2013 the Federal Housing Finance Agency, as conservator for the Federal Home Loan Mortgage Corporation (Freddie Mac) and on behalf of the Trustee of the NovaStar Mortgage Funding Trust, Series 2007-1 filed a summons with notice in the Supreme Court of the State of New York, County of New York against Novation Companies, Inc. and NovaStar Mortgage, Inc. ("NMI"). The notice provides that this is a breach of contract action with respect to certain, unspecified mortgage loans and defendant's failure to repurchase such loans under the applicable agreements. Plaintiff alleges that defendants, from the closing date of the transaction that created the Trust that mortgage loans that were sold to the Trust, were aware of the breach of the representations and warranties made and failed to notice and cure such breaches, and due to the failure of defendants to cure any breach, notice to defendants would have been futile. The summons with notice was not served until June 28, 2013. By letter dated June 24, 2013, the Trustee of the NovaStar Mortgage Funding Trust, Series 2007-1 forwarded a notice from Freddie Mac alleging breaches of representations and warranties with respect to 43 loans, as more fully set forth in included documentation. The 43 loans had an aggregate, original principal balance of about $6.5 million. On August 19, 2013, Deutsche Bank National Trust Company, as Trustee, filed a complaint identifying alleged breaches of representations and warranties with respect to seven loans that were included in the earlier list of 43 loans. Plaintiff also generally alleged a trust-wide breach of representations and warranties by defendants with respect to loans sold and transferred to the trust. Plaintiff seeks specific performance of repurchase obligations; compensatory, consequential, recessionary and equitable damages for breach of contract; specific performance and damages for anticipatory breach of contract; and indemnification (indemnification against NMI only). On October 9, 2013, Company and NMI filed a motion to dismiss plaintiff’s complaint. This litigation is in an early stage, and the Company cannot provide an estimate of the range of any loss. The Company believes that it has meritorious defenses to the case and expects to defend the case vigorously. |
Shareholders_Deficit_Notes
Shareholders' Deficit (Notes) | 9 Months Ended |
Sep. 30, 2013 | |
Shareholders' Deficit [Abstract] | ' |
Stockholders' Equity Note Disclosure [Text Block] | ' |
Shareholders’ Deficit | |
In connection with the Company's issuance of convertible preferred stock in 2007, which was subsequently exchanged for shares of newly-issued common stock in 2011, the Company accrued an estimate for offering costs incurred by the preferred stock investors. In accordance with the relevant accounting guidance, the Company originally recorded these costs to additional paid in capital as a reduction of the proceeds from issuance. As the statute of limitations whereby the investors may claim the expenses lapsed during the three months ended September 30, 2013, the Company adjusted the estimated accrued offering costs, resulting in a $1.8 million increase to additional paid in capital. | |
Noncontrolling Interests – During the nine months ended September 30, 2013, the Company distributed approximately $0.7 million of excess capital, as determined in accordance with the StreetLinks operating agreement, to the noncontrolling members of StreetLinks. Each member's share of the distribution is determined based on their ownership interest at the time of the distribution. | |
During the second quarter of 2013, the Company foreclosed on the membership interests of the noncontrolling members in full satisfaction of Advent's outstanding intercompany debt obligations. In accordance with the relevant accounting guidance, this debt extinguishment was treated as an equity transaction, reducing Advent's noncontrolling interest deficit by approximately $1.9 million. See Note 4 for additional information regarding this acquisition. |
Fair_Value_Accounting
Fair Value Accounting | 9 Months Ended | ||||||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||||||
Fair Value Disclosures [Abstract] | ' | ||||||||||||||||||||
Fair Value Accounting | ' | ||||||||||||||||||||
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. | |||||||||||||||||||||
•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 tables present for each of the fair value hierarchy levels, the Company's assets and liabilities which are measured at fair value on a recurring basis as of September 30, 2013 and December 31, 2012 (dollars in thousands): | |||||||||||||||||||||
Fair Value Measurements at Reporting Date Using | |||||||||||||||||||||
Description | Fair Value at | Quoted Prices in Active Markets for Identical Assets | Significant Other Observable Inputs | Significant Unobservable Inputs | |||||||||||||||||
30-Sep-13 | (Level 1) | (Level 2) | (Level 3) | ||||||||||||||||||
Assets: | |||||||||||||||||||||
Mortgage securities – available-for-sale | $ | 3,519 | $ | — | $ | — | $ | 3,519 | |||||||||||||
Liabilities: | |||||||||||||||||||||
Contingent consideration (A) | $ | 237 | $ | — | $ | — | $ | 237 | |||||||||||||
(A) | The contingent consideration represents the estimated fair value of the additional potential amounts payable in connection with our acquisition of Corvisa. | ||||||||||||||||||||
Fair Value Measurements at Reporting Date Using | |||||||||||||||||||||
Description | Fair Value at December 31, 2012 | Quoted Prices in Active Markets for Identical Assets | Significant Other Observable Inputs | Significant Unobservable Inputs (Level 3) | |||||||||||||||||
(Level 1) | (Level 2) | ||||||||||||||||||||
Assets: | |||||||||||||||||||||
Mortgage securities – available-for-sale | $ | 3,906 | $ | — | $ | — | $ | 3,906 | |||||||||||||
Liabilities: | |||||||||||||||||||||
Contingent consideration (A) | $ | 1,099 | $ | — | $ | — | $ | 1,099 | |||||||||||||
(A) | The contingent consideration represents the estimated fair value of the additional potential amounts payable in connection with our acquisitions of Mango and Corvisa, $0.2 million and $0.9 million, respectively. | ||||||||||||||||||||
Valuation Methods and Processes | |||||||||||||||||||||
The Company estimates the fair value of all items subject to fair value accounting using present value techniques and generally does not have the option to choose other valuation techniques for these items. There have been no significant changes to the Company's financial statements as a result from changes to the Company's valuation techniques during the nine months ended September 30, 2013. | |||||||||||||||||||||
An independent entity has been engaged to prepare projected future cash flows of the Company's mortgage securities for each reporting period (quarterly) used by management to estimate fair value. The Company's internal finance and accounting staff reviews and monitors the work of the independent entity, including analysis of the assumptions used, retrospective review and preparing an overall conclusion of the value and process. All other fair value analysis, consisting of simple cash flow estimates and discounting techniques, is conducted internally by the Company's internal financial staff. The Company's fair value process is conducted under the supervision of the Chief Financial Officer. | |||||||||||||||||||||
Mortgage securities – available-for-sale – Mortgage securities classified as available-for-sale are reported at their estimated fair value with unrealized gains and losses reported in accumulated other comprehensive income. To the extent that the cost basis of 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 specific identification method is used in computing realized gains or losses. The Company uses the discount rate methodology for determining the fair value of its residual securities. The fair value of the residual securities is estimated based on the present value of future expected cash flows to be received. Management's best estimate of key assumptions, including credit losses, prepayment speeds, forward yield curves and discount rates commensurate with the risks involved, are used in estimating future cash flows. | |||||||||||||||||||||
Contingent consideration – The Company estimated the fair value of the Corvisa contingent consideration using projected revenue over the earn-out period, and applied a discount rate commensurate with the risks involved to the projected earn-out payments. The key inputs for the projected revenue analysis were the number of units completed and the average amount of revenue per unit. | |||||||||||||||||||||
The following table presents certain quantitative information about the significant unobservable inputs used in the fair value measurement for items measured at fair value on a recurring basis using significant unobservable inputs (Level 3). | |||||||||||||||||||||
Description | Valuation Techniques | Significant Unobservable Inputs | Range | ||||||||||||||||||
Assets: | |||||||||||||||||||||
Mortgage securities – available-for-sale | Present value analysis | Prepayment rates | 7.5% – 12.6% | ||||||||||||||||||
Weighted average life (years) | 2.0 – 2.0 | ||||||||||||||||||||
Liabilities: | |||||||||||||||||||||
Contingent consideration | Present value analysis | Revenue growth | 0.0% – 19.0% | ||||||||||||||||||
As discussed in Note 5 to the condensed consolidated financial statements, the Company's mortgage securities – available-for-sale, are measured at fair value. These securities are valued at each reporting date using significant unobservable inputs (Level 3) by discounting the expected cash flows using market interest rates commensurate with the credit quality and duration of the investment. The Company has no other assets measured at fair value. | |||||||||||||||||||||
The significant unobservable inputs used in the fair value measurement of mortgage securities – available-for-sale are prepayment rates and the weighted average life for the underlying mortgage loan collateral. Using a faster (higher) estimated prepayment rate would decrease the value of the securities. The Company uses a weighted average life of 2 years from the reporting date for the expected future estimated cash flows. The future cash flows are highly-dependent upon the performance of the underlying collateral of mortgage loans. The nonperformance risk associated with the collateral is the key reason the Company utilizes such a short weighted average life in its calculation. Assuming a shorter weighted average life would decrease the estimated value of the mortgage securities. Alternatively, assuming a longer weighted average life would increase the estimated value of the mortgage securities. | |||||||||||||||||||||
The only liability recorded at fair value in the condensed consolidated balance sheets is the contingent consideration liability associated with the Company's acquisition of Corvisa. The payment is contingent on future revenue generated from the original Corvisa technology platform. The obligation is valued at each reporting date using significant unobservable inputs (level 3). The Company estimated the fair value using projected revenue over the earn-out period, and applies a discount rate commensurate with the risks involved to the projected earn-out payments. | |||||||||||||||||||||
The significant unobservable input used in the fair value measurement of the contingent consideration liability is the growth of the forecasted revenue to be generated from the original Corvisa technology platform. The Company utilizes forecasted revenue amounts to determine whether the revenue targets set forth in the terms of the acquisition will be achieved. Assuming that the required revenue will not be realized would decrease the estimated fair value of the contingent consideration liability. | |||||||||||||||||||||
The following tables provide a reconciliation of the beginning and ending balances for the Company's mortgage securities – available-for-sale, which are measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the nine and three months ended September 30, 2013 and 2012 (dollars in thousands): | |||||||||||||||||||||
For the Nine Months Ended | For the Three Months Ended | ||||||||||||||||||||
September 30, | September 30, | ||||||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||||||
Balance, beginning of period | $ | 3,906 | $ | 3,878 | $ | 3,402 | $ | 4,406 | |||||||||||||
Increases (decreases) to mortgage securities – available-for-sale: | |||||||||||||||||||||
Accretion of income (A) | 580 | 807 | 207 | 294 | |||||||||||||||||
Proceeds from paydowns of securities (A) | (552 | ) | (814 | ) | (148 | ) | (312 | ) | |||||||||||||
Mark-to-market value adjustment | (415 | ) | 249 | 58 | (268 | ) | |||||||||||||||
Net increase (decrease) to mortgage securities – available-for-sale | (387 | ) | 242 | 117 | (286 | ) | |||||||||||||||
Balance, end of period | $ | 3,519 | $ | 4,120 | $ | 3,519 | $ | 4,120 | |||||||||||||
(A) | Cash received on mortgage securities with no cost basis was $3.2 million and $1.2 million for the nine and three months ended September 30, 2013, respectively, and $3.2 million and $0.5 million for the nine and three months ended September 30, 2012, respectively. | ||||||||||||||||||||
The following table provides a reconciliation of the beginning and ending balances for the Company's contingent consideration liability, which is measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the nine and three months ended September 30, 2013 and 2012 (dollars in thousands): | |||||||||||||||||||||
For the Nine Months Ended | For the Three Months Ended | ||||||||||||||||||||
September 30, | September 30, | ||||||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||||||
Balance, beginning of period | $ | 1,099 | $ | 1,154 | $ | 474 | $ | 1,154 | |||||||||||||
Fair value adjustment | (862 | ) | — | (237 | ) | — | |||||||||||||||
Balance, end of period | $ | 237 | $ | 1,154 | $ | 237 | $ | 1,154 | |||||||||||||
The following table provides a summary of the impact to earnings for the nine and three months ended September 30, 2013 and 2012 from adjustments to those Company's assets and liabilities measured at fair value on a recurring and nonrecurring basis (dollars in thousands): | |||||||||||||||||||||
Fair Value Adjustments | |||||||||||||||||||||
For the Nine Months Ended | For the Three Months Ended | ||||||||||||||||||||
September 30, | September 30, | ||||||||||||||||||||
Asset or Liability Measured at Fair Value | Fair Value Measurement Frequency | 2013 | 2012 | 2013 | 2012 | Statement of Operations Line Item Impacted | |||||||||||||||
Contingent consideration (A) | Recurring | (862 | ) | — | (237 | ) | — | Other income (expense) | |||||||||||||
Total fair value gains (B) | $ | (862 | ) | $ | — | $ | (237 | ) | $ | — | |||||||||||
(A) | The contingent consideration represents the estimated fair value of the additional potential earn-out opportunity payable in connection with the acquisition of Corvisa that is contingent and based upon certain future earnings targets. | ||||||||||||||||||||
(B) | The Company did not have any impairments relating to mortgage securities – available-for-sale or the nine and three months ended September 30, 2013 and 2012. | ||||||||||||||||||||
The following disclosure of the estimated fair value of financial instruments presents amounts that have been determined using available market information and appropriate valuation methodologies. However, considerable judgment is required to interpret market data to develop the estimates of fair value. Accordingly, the estimates presented herein are not necessarily indicative of the amounts that could be realized in a current market exchange. The use of different market assumptions or estimation methodologies could have a material impact on the estimated fair value amounts. The fair value of short-term financial assets and liabilities, such as service fees receivable, notes receivable, and accounts payable and accrued expenses are not included in the following table as their fair value approximates their carrying value. | |||||||||||||||||||||
The estimated fair values of the Company's financial instruments are as follows as of September 30, 2013 and December 31, 2012 (dollars in thousands): | |||||||||||||||||||||
As of September 30, 2013 | As of December 31, 2012 | ||||||||||||||||||||
Carrying Value | Fair Value | Carrying Value | Fair Value | ||||||||||||||||||
Financial assets: | |||||||||||||||||||||
Restricted cash | $ | 2,131 | $ | 2,092 | $ | 2,215 | $ | 2,150 | |||||||||||||
Mortgage securities – available-for-sale | 3,519 | 3,519 | 3,906 | 3,906 | |||||||||||||||||
Financial liabilities: | |||||||||||||||||||||
Senior notes | $ | 83,320 | $ | 12,287 | $ | 81,728 | $ | 11,527 | |||||||||||||
Note payable to related party | 3,863 | 2,749 | 4,613 | 3,064 | |||||||||||||||||
For the items in the table above not measured at fair value in the statement of financial position but for which the fair value is disclosed, the fair value has been estimated using Level 3 methodologies, based on significant unobservable inputs that are supported by little or no market activity, such as discounted cash flow calculations based on internal cash flow forecasts. No assets or liabilities have been transferred between levels during any period presented. | |||||||||||||||||||||
Restricted cash – The fair value of restricted cash was estimated by discounting estimated future release of the cash from restriction. | |||||||||||||||||||||
Senior notes – The fair value is estimated by discounting future projected cash flows using a discount rate commensurate with the risks involved. The value of the Senior Notes was calculated assuming that the Company would be required to pay interest at a rate of 1.0% per annum until January 2016, at which time the Company would be required to start paying the Full Rate of three-month LIBOR plus 3.5% until maturity in March 2033. The three-month LIBOR used in the analysis was projected using a forward interest rate curve. | |||||||||||||||||||||
Note payable to related party – The fair value of the note payable to related party is estimated by discounting future projected principal and interest payment cash flows using a discount rate commensurate with the risks involved. As of September 30, 2013, the future projected interest payments were calculated assuming the stated rate of 4.0% per annum until maturity in March 2016. |
Income_Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2013 | |
Income Tax Disclosure [Abstract] | ' |
Income Taxes | ' |
Income Taxes | |
For the nine months ended September 30, 2013, the Company recorded income tax expense from continuing operations of $27.3 million, compared to an income tax benefit of $63.5 million for the nine months ended September 30, 2012. The majority of both the expense during the nine months ended September 30, 2013 and benefit during the nine months ended September 30, 2012 were discrete events attributable to adjustment of the valuation allowance against the Company's deferred tax assets. | |
During the first quarter of 2012, the Company determined that it is more likely than not that it will realize a portion of its deferred tax assets, therefore, a portion of the Company's valuation allowance was released. The Company still believes that it is more likely than not that it will realize a portion of its deferred tax assets. However, significant increases in mortgage lending interest rates during the nine months ended September 30, 2013 have caused a decrease in the volume of appraisals completed by StreetLinks. As a result, the Company reassessed the amount of deferred tax assets ultimately expected to be realized. This reassessment concluded with an increase in the valuation allowance against its deferred tax assets of approximately $27.6 million during the second quarter of 2013, bringing the Company's net deferred tax asset to $35.5 million as of September 30, 2013 as compared to $63.1 million as of December 31, 2012. 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 September 30, 2013 and December 31, 2012, the Company maintained a valuation allowance of $247.7 million and $219.7 million, respectively, for its deferred tax assets. | |
As of September 30, 2013 and December 31, 2012, the total gross amount of unrecognized tax benefits was $0.7 million and $1.1 million, respectively. These amounts also represent the total amount of unrecognized tax benefits that would impact the effective tax rate in the respective periods. During the three months ended September 30, 2013, the Company released approximately $0.4 million of the unrecognized tax benefits due to the lapse of the statute of limitations. The Company anticipates an additional reduction of the unrecognized tax benefits in the amount of $0.6 million due to the lapse of statute of limitations in the next twelve months. |
Segment_Reporting
Segment Reporting | 9 Months Ended | |||||||||||||||||||||||
Sep. 30, 2013 | ||||||||||||||||||||||||
Segment Reporting [Abstract] | ' | |||||||||||||||||||||||
Segment Reporting | ' | |||||||||||||||||||||||
Segment Reporting | ||||||||||||||||||||||||
As discussed in Note 3, effective February 27, 2013, the Company committed to a plan to abandon the operations of Mango, which comprised the Company's entire Logistics segment. As a result, the operating results of Mango and any related eliminations have been included in Discontinued Operations within the tables below. | ||||||||||||||||||||||||
The Company reviews, manages and operates its business in three segments: Corporate, Appraisal Management, and Financial Intermediary. Corporate operating results include mortgage securities retained from securitizations, corporate general and administrative expenses, and the operating results of CorvisaCloud, as these results are not material for any of the periods presented. Appraisal Management operations include the service fee income and related expenses from the Company's majority-owned subsidiary, StreetLinks. The Financial Intermediary segment consists of the financial settlement service fee income and related expenses from a wholly-owned subsidiary of the Company, Advent. Management evaluates segment performance based on income before income taxes, which is prior to the allocation of losses attributable to the noncontrolling interests. | ||||||||||||||||||||||||
The following is a summary of the operating results of the Company's segments for the nine months ended September 30, 2013 and 2012 and a summary of their financial positions as of September 30, 2013 and December 31, 2012 (dollars in thousands): | ||||||||||||||||||||||||
Corporate | Appraisal Management | Financial Intermediary | Eliminations | Discontinued Operations (C) | Total | |||||||||||||||||||
For the Nine Months Ended September 30, 2013 | ||||||||||||||||||||||||
Service fee income | $ | 7,196 | $ | 116,695 | $ | 8,261 | $ | (6,465 | ) | $ | — | $ | 125,687 | |||||||||||
Interest income | 4,094 | — | — | (327 | ) | — | 3,767 | |||||||||||||||||
Interest expense | 2,393 | 28 | 309 | (327 | ) | — | 2,403 | |||||||||||||||||
Depreciation and amortization expense (A) | 677 | 1,560 | 269 | — | 382 | 2,888 | ||||||||||||||||||
(Loss) income from continuing operations before income tax expense | (5,372 | ) | 6,915 | (1,152 | ) | (229 | ) | — | 162 | |||||||||||||||
Additions to long-lived (D) | 2,252 | 236 | 357 | — | 10 | 2,855 | ||||||||||||||||||
As of September 30, 2013 | ||||||||||||||||||||||||
Total assets (B) | $ | 63,972 | $ | 18,403 | $ | 3,717 | $ | (9,800 | ) | $ | — | $ | 76,292 | |||||||||||
(A) | Amounts related to continuing operations are included in the cost of services and selling, general and administrative expense line items of the condensed consolidated statements of operations, while amounts related to discontinued operations are included in the (loss) income from discontinued operations, net of income taxes. | |||||||||||||||||||||||
(B) | Appraisal Management segment includes goodwill of $3.2 million resulting from the acquisition of StreetLinks. | |||||||||||||||||||||||
(C) | See Note 3 for additional information regarding the financial position and operating results of discontinued operations. | |||||||||||||||||||||||
(D) | Amount includes assets acquired under capital leases. | |||||||||||||||||||||||
Corporate | Appraisal Management | Financial Intermediary | Eliminations | Discontinued Operations (C) | Total | |||||||||||||||||||
For the Nine Months Ended September 30, 2012 | ||||||||||||||||||||||||
Service fee income | $ | 6,428 | $ | 128,570 | $ | 9,124 | $ | (6,439 | ) | $ | — | $ | 137,683 | |||||||||||
Interest income | 4,731 | — | — | (708 | ) | — | 4,023 | |||||||||||||||||
Interest expense | 2,330 | 28 | 680 | (708 | ) | — | 2,330 | |||||||||||||||||
Depreciation and amortization expense (A) | 246 | 1,392 | 72 | — | 807 | 2,517 | ||||||||||||||||||
(Loss) income from continuing operations before income tax benefit | (1,826 | ) | 4,191 | (1,587 | ) | (908 | ) | — | (130 | ) | ||||||||||||||
Additions to long-lived assets | 655 | 947 | 185 | — | 338 | 2,125 | ||||||||||||||||||
As of December 31, 2012 | ||||||||||||||||||||||||
Total assets (B) | $ | 93,097 | $ | 22,772 | $ | 2,349 | $ | (12,331 | ) | $ | 857 | $ | 106,744 | |||||||||||
(A) | Amounts related to continuing operations are included in the cost of services and selling, general and administrative expense line items of the condensed consolidated statements of operations, while amounts related to discontinued operations are included in the (loss) income from discontinued operations, net of income taxes. | |||||||||||||||||||||||
(B) | Appraisal Management segment includes goodwill of $3.2 million resulting from the acquisition of StreetLinks. | |||||||||||||||||||||||
(C) | See Note 3 for additional information regarding the financial position and operating results of discontinued operations. | |||||||||||||||||||||||
The intersegment service fee income for the nine months ended September 30, 2012 consists of a guaranty fee of approximately $1.0 million paid by the Financial Intermediary segment to the Corporate segment for Corporate's guarantee of the Financial Intermediary segment's performance under its contract with its banking partner. It also includes fees charged by the Corporate segment to the Appraisal Management, Financial Intermediary, and Logistics segments for operational support provided by the Corporate segment's employees. The intersegment interest income and interest expense consists of interest charged by the Corporate segment to the Appraisal Management, Financial Intermediary, and Logistics segments for borrowings. | ||||||||||||||||||||||||
The following is a summary of the operating results of the Company's segments for the three months ended September 30, 2013 and 2012 (dollars in thousands): | ||||||||||||||||||||||||
Corporate | Appraisal Management | Financial Intermediary | Eliminations | Discontinued Operations (B) | Total | |||||||||||||||||||
For the Three Months Ended September 30, 2013 | ||||||||||||||||||||||||
Service fee income | $ | 2,744 | $ | 32,385 | $ | 170 | $ | (2,292 | ) | $ | — | $ | 33,007 | |||||||||||
Interest income | 1,369 | — | — | (7 | ) | — | 1,362 | |||||||||||||||||
Interest expense | 810 | 9 | 1 | (7 | ) | — | 813 | |||||||||||||||||
Depreciation and amortization expense (A) | 264 | 505 | 142 | — | — | 911 | ||||||||||||||||||
(Loss) income from continuing operations before income tax expense | (2,216 | ) | 1,297 | (1,785 | ) | — | — | (2,704 | ) | |||||||||||||||
Additions to long-lived assets (C) | 675 | 90 | 195 | — | — | 960 | ||||||||||||||||||
(A) | Amounts related to continuing operations are included in the cost of services and selling, general and administrative expense line items of the condensed consolidated statements of operations, while amounts related to discontinued operations are included in the (loss) income from discontinued operations, net of income taxes. | |||||||||||||||||||||||
(B) | See Note 3 for additional information regarding the financial position and operating results of discontinued operations. | |||||||||||||||||||||||
(C) | Amount includes assets acquired under capital leases. | |||||||||||||||||||||||
Corporate | Appraisal Management | Financial Intermediary | Eliminations | Discontinued Operations (B) | Total | |||||||||||||||||||
For the Three Months Ended September 30, 2012 | ||||||||||||||||||||||||
Service fee income | $ | 2,095 | $ | 44,041 | $ | 117 | $ | (2,095 | ) | $ | — | $ | 44,158 | |||||||||||
Interest income | 995 | — | — | (217 | ) | — | 778 | |||||||||||||||||
Interest expense | 795 | 9 | 208 | (217 | ) | — | 795 | |||||||||||||||||
Depreciation and amortization expense (A) | 110 | 471 | 25 | — | 642 | 1,248 | ||||||||||||||||||
(Loss) income from continuing operations before income tax expense | (1,239 | ) | 1,081 | (2,023 | ) | (374 | ) | — | (2,555 | ) | ||||||||||||||
Additions to long-lived assets | 108 | 397 | 112 | — | 199 | 816 | ||||||||||||||||||
(A) | Amounts related to continuing operations are included in the cost of services and selling, general and administrative expense line items of the condensed consolidated statements of operations, while amounts related to discontinued operations are included in the (loss) income from discontinued operations, net of income taxes. | |||||||||||||||||||||||
(B) | See Note 3 for additional information regarding the financial position and operating results of discontinued operations. |
Earnings_per_Share
Earnings per Share | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Earnings Per Share [Abstract] | ' | |||||||||||||||
Earnings per Share | ' | |||||||||||||||
Earnings per Share | ||||||||||||||||
Basic earnings per share is computed by dividing net earnings available to common shareholders by the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share include the effect of conversions of stock options and nonvested shares. The Company used the treasury method to calculate earnings per share for all periods presented. The computations of basic and diluted earnings per share for the nine and three months ended September 30, 2013 and 2012 (dollars in thousands, except share and per share amounts) are as follows: | ||||||||||||||||
For the Nine Months Ended | For the Three Months Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
Numerator: | ||||||||||||||||
Net (loss) income from continuing operations | $ | (27,127 | ) | $ | 63,419 | $ | (2,327 | ) | $ | (2,113 | ) | |||||
(Loss) income from discontinued operations | (1,064 | ) | (2,377 | ) | 50 | (1,207 | ) | |||||||||
Net (loss) income | (28,191 | ) | 61,042 | (2,277 | ) | (3,320 | ) | |||||||||
Less loss attributable to noncontrolling interests | (165 | ) | (1,508 | ) | (88 | ) | (1,114 | ) | ||||||||
(Loss) income available to common shareholders | $ | (28,026 | ) | $ | 62,550 | $ | (2,189 | ) | $ | (2,206 | ) | |||||
Denominator: | ||||||||||||||||
Weighted average common shares outstanding – basic | 90,745,504 | 90,530,738 | 90,801,716 | 90,651,716 | ||||||||||||
Weighted average common shares outstanding – dilutive: | ||||||||||||||||
Weighted average common shares outstanding – basic | 90,745,504 | 90,530,738 | 90,801,716 | 90,651,716 | ||||||||||||
Stock options | — | 548,468 | — | 451,548 | ||||||||||||
Nonvested shares | — | 355,776 | — | 224,294 | ||||||||||||
Weighted average common shares outstanding – dilutive | 90,745,504 | 91,434,982 | 90,801,716 | 91,327,558 | ||||||||||||
Basic earnings per share: | ||||||||||||||||
Net (loss) income from continuing operations | $ | (0.30 | ) | $ | 0.7 | $ | (0.03 | ) | $ | (0.02 | ) | |||||
Loss from discontinued operations | (0.01 | ) | (0.03 | ) | — | (0.01 | ) | |||||||||
Net (loss) income | (0.31 | ) | 0.67 | (0.03 | ) | (0.03 | ) | |||||||||
Less loss attributable to noncontrolling interests | — | (0.02 | ) | (0.01 | ) | (0.01 | ) | |||||||||
Net (loss) income available to common shareholders | $ | (0.31 | ) | $ | 0.69 | $ | (0.02 | ) | $ | (0.02 | ) | |||||
Diluted earnings per share: | ||||||||||||||||
Net (loss) income from continuing operations | $ | (0.30 | ) | $ | 0.69 | $ | (0.03 | ) | $ | (0.02 | ) | |||||
Loss from discontinued operations | (0.01 | ) | (0.02 | ) | — | (0.01 | ) | |||||||||
Net (loss) income | (0.31 | ) | 0.67 | (0.03 | ) | (0.03 | ) | |||||||||
Less loss attributable to noncontrolling interests | — | (0.01 | ) | (0.01 | ) | (0.01 | ) | |||||||||
Net (loss) income available to common shareholders | $ | (0.31 | ) | $ | 0.68 | $ | (0.02 | ) | $ | (0.02 | ) | |||||
The following weighted-average stock options to purchase shares of Common Stock were outstanding during each period presented, but were not included in the computation of diluted earnings per share because the number of shares assumed to be repurchased, as calculated was greater than the number of shares to be obtained upon exercise, therefore, the effect would be antidilutive (in thousands, except exercise prices): | ||||||||||||||||
For the Nine Months Ended | For the Three Months Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
Number of stock options | 8,435 | 6,877 | 8,578 | 7,384 | ||||||||||||
Weighted average exercise price of stock options | $ | 0.69 | $ | 0.77 | $ | 0.68 | $ | 0.76 | ||||||||
During the nine months ended September 30, 2013, the Company granted 0.6 million options to purchase shares of Common Stock at a weighted average exercise price of $0.53. The weighted average impact of 0.4 million and 0.6 million shares are included in the table above for the nine and three months ended September 30, 2013, respectively. There were no options granted during the three months ended September 30, 2013. | ||||||||||||||||
The Company granted approximately 6.9 million options during the nine months ended September 30, 2012 at a weighted average exercise price of $0.77. Of this 6.9 million, approximately 5.3 million related to a non-discretionary anti-dilution provision adjustment to preserve the benefits and potential benefits of grants issued prior to the recapitalization of the Company's preferred stock during 2011. These options maintained the original exercise prices and vesting terms of the respective initial grants. The weighted average impact of 5.9 million and 6.4 million shares are included in the table above for the nine and three months ended September 30, 2012, respectively. There were no options granted during the three months ended September 30, 2012. | ||||||||||||||||
The Company had approximately 0.6 million and 0.8 million nonvested shares outstanding as of September 30, 2013 and September 30, 2012, respectively, which have original cliff vesting schedules ranging between five and ten years. Of these, the weighted average impact of approximately 0.7 million shares were not included in the calculation of earnings per share for the nine and three months ended September 30, 2013, while 0.6 million nonvested shares were not included in the calculation of earnings per share for the nine and three months ended September 30, 2012, because they were anti-dilutive. |
Financial_Statement_Presentati1
Financial Statement Presentation (Policies) | 9 Months Ended |
Sep. 30, 2013 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
Description of Operations | ' |
Description of Operations – Novation Companies, Inc. (“NCI” or the “Company”) acquires and operates technology-enabled service businesses, with a focus on building and developing these businesses to create long term value. | |
The Company owns 91% of StreetLinks LLC (“StreetLinks”), a national residential appraisal and mortgage real estate valuation management services company. The majority of StreetLinks' business is generated from managing the process of fulfilling an appraisal order and performing a quality control review of all appraisals. StreetLinks also provides other real estate valuation management services, such as field reviews, value validation, and automated appraisal risk management. StreetLinks charges a fee for these services which is collected from lenders and borrowers. | |
The Company owns 100% of Advent Financial Services LLC (“Advent”). As of December 31, 2012, the Company owned 78% of Advent. For discussion regarding the change in ownership interest, see Note 4 to the condensed consolidation financial statements. Advent, along with its distribution partners, provides financial settlement services, mainly for income tax preparation businesses, and also provides access to tailored banking accounts and related services via its prepaid debit card designed to meet the needs of low and moderate-income level individuals. Advent is not a bank, but it acts as an intermediary for banking products on behalf of other banking institutions. | |
The primary distribution channel for Advent is by way of settlement services to electronic income tax return originators. Advent provides a process for the originators to collect refunds from the Internal Revenue Service, distribute fees to various service providers and deliver the net refund to individuals. Individuals may elect to have the net refund dollars deposited into Advent's prepaid debit card. Individuals also have the option to have the net refund dollars paid by check or to an existing bank account. Regardless of the settlement method, Advent receives a fee from the originator for providing the settlement service. If the refund is deposited to the prepaid debit card offered by Advent, Advent earns additional fee income. | |
The Company owns 67% of Mango Moving, LLC ("Mango"), which was formerly a third-party logistics provider within the household goods industry. However, as a result of continued capital demands and difficulties generating positive cash flows or earnings, the Company and non-controlling owners agreed to dissolve Mango and abandon its operations during the first quarter of 2013. As discussed in Note 3, the operations of Mango have been classified as discontinued operations for all periods presented. | |
On October 2, 2012, the Company acquired 85% of the membership interests in IVR Central, LLC ("IVR"). Subsequent to the acquisition, IVR changed its name to CorvisaCloud LLC ("CorvisaCloud"). CorvisaCloud is a technology company in the call center communications industry, whose primary products include interactive voice response, automated call distribution, call dialing and call recording using cloud technology. See Note 4 to the condensed consolidated financial statements for additional information regarding this acquisition. | |
Consolidation, Policy | ' |
The condensed consolidated financial statements of the Company include the accounts of all wholly-owned and majority-owned subsidiaries. Intercompany accounts and transactions have been eliminated in consolidation. | |
The Company's condensed consolidated financial statements are unaudited. In the opinion of management, all necessary adjustments have been made, which were of a normal and recurring nature, for a fair presentation of the condensed consolidated financial statements. | |
The Company's condensed consolidated financial statements should be read in conjunction with Management's Discussion and Analysis of Financial Condition and Results of Operations and the consolidated financial statements of the Company and the notes thereto included in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2012. | |
Cash and Cash Equivalents, Policy [Policy Text Block] | ' |
Cash equivalents consist of liquid investments with an original maturity of three months or less. Amounts due from banks and credit card companies of $0.3 million for the settlement of credit card transactions are included in cash and cash equivalents as of both September 30, 2013 and December 31, 2012, as they are generally collected within three business days. Cash equivalents are stated at cost, which approximates fair value. | |
Notes Receivable and Allowance for Doubtful Accounts | ' |
Notes receivable are considered impaired if, based on current information and events, it is probable that the Company will be unable to collect all amounts due that are contractually obligated. The Company determines the required allowance for doubtful accounts using information such as the borrower's financial condition and economic trends and conditions. | |
Property and Equipment, Net | ' |
All of the Company's property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation and amortization are computed using the straight-line method over the estimated useful lives of the related assets. The estimated useful lives of the Company's property and equipment are the lesser of 5 years or remaining lease term for leasehold improvements, 5 years for furniture and fixtures, 3 to 5 years for office and computer equipment, and 3 years for software. | |
Maintenance and repairs are charged to expense. Major renewals and improvements are capitalized. Gains and losses on dispositions are credited or charged to earnings as incurred. | |
Goodwill, Policy | ' |
Goodwill is tested for impairment at least annually as of November 30, or when events or circumstances suggest that an impairment may exist. Goodwill is tested for impairment using a two-step process that begins with an estimation of fair value. The first step compares the estimated fair value of the reporting unit to its carrying amount, including goodwill. If the estimated fair value exceeds its carrying amount, goodwill is not considered impaired. However, if the carrying amount exceeds its estimated fair value, a second step is performed, comparing the implied fair value to the carrying amount of goodwill. An impairment loss is recorded in the consolidated statement of operations to the extent that the carrying amount of goodwill exceeds its implied fair value. | |
For tax purposes, goodwill is included in the Company's basis in its investment in StreetLinks as StreetLinks is a limited liability company. Therefore, it will be non-deductible for tax purposes as long as the Company holds its investment. | |
Valuation Methods and Processes | ' |
Mortgage securities – available-for-sale – Mortgage securities classified as available-for-sale are reported at their estimated fair value with unrealized gains and losses reported in accumulated other comprehensive income. To the extent that the cost basis of 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 specific identification method is used in computing realized gains or losses. The Company uses the discount rate methodology for determining the fair value of its residual securities. The fair value of the residual securities is estimated based on the present value of future expected cash flows to be received. Management's best estimate of key assumptions, including credit losses, prepayment speeds, forward yield curves and discount rates commensurate with the risks involved, are used in estimating future cash flows. | |
Contingent consideration – The Company estimated the fair value of the Corvisa contingent consideration using projected revenue over the earn-out period, and applied a discount rate commensurate with the risks involved to the projected earn-out payments. The key inputs for the projected revenue analysis were the number of units completed and the average amount of revenue per unit. | |
Earnings per Share | ' |
Basic earnings per share is computed by dividing net earnings available to common shareholders by the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share include the effect of conversions of stock options and nonvested shares. The Company used the treasury method to calculate earnings per share for all periods presented. |
Discontinued_Operations_Tables
Discontinued Operations (Tables) | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Discontinued Operations and Disposal Groups [Abstract] | ' | |||||||||||||||
Income Statement by Disposal Groups, Including Discontinued Operations [Table Text Block] | ' | |||||||||||||||
The results of operations for the Company's Logistics segment and any related eliminations have been classified as discontinued operations for all periods presented and are summarized below. | ||||||||||||||||
For the Nine Months Ended | For the Three Months Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
Service fee income | $ | 376 | $ | 4,619 | — | $ | 2,004 | |||||||||
Cost of services | 756 | 4,653 | (35 | ) | 2,292 | |||||||||||
Selling, general and administrative expense | 684 | 2,317 | (15 | ) | 921 | |||||||||||
Other (expense) income, net | — | (26 | ) | — | 2 | |||||||||||
Net (loss) income from discontinued operations before income taxes | (1,064 | ) | (2,377 | ) | 50 | (1,207 | ) | |||||||||
Income tax expense | — | — | — | — | ||||||||||||
Net (loss) income from discontinued operations, net of income taxes | $ | (1,064 | ) | $ | (2,377 | ) | $ | 50 | $ | (1,207 | ) | |||||
Balance Sheet by Disposal Groups, Including Discontinued Operations [Table Text Block] | ' | |||||||||||||||
The major classes of assets and liabilities for the Company's Logistics segment as of September 30, 2013 and December 31, 2012 are detailed below. Unless otherwise noted below, these amounts are included in the respective line items within the condensed consolidated balance sheets for all periods presented. | ||||||||||||||||
September 30, | December 31, | |||||||||||||||
2013 | 2012 | |||||||||||||||
Assets | ||||||||||||||||
Current Assets | ||||||||||||||||
Cash and cash equivalents | $ | — | $ | 49 | ||||||||||||
Service fee receivable, net | — | 111 | ||||||||||||||
Other current assets | — | 66 | ||||||||||||||
Total current assets | — | 226 | ||||||||||||||
Non-Current Assets | ||||||||||||||||
Property and equipment, net of accumulated depreciation | — | 372 | ||||||||||||||
Other | — | 109 | ||||||||||||||
Total non-current assets | — | 481 | ||||||||||||||
Total assets | $ | — | $ | 707 | ||||||||||||
Liabilities | ||||||||||||||||
Current Liabilities | ||||||||||||||||
Accounts payable | $ | 17 | $ | 133 | ||||||||||||
Accrued expenses (A) | 32 | 439 | ||||||||||||||
Due to Novation (B) | 624 | 776 | ||||||||||||||
Other | — | 28 | ||||||||||||||
Total current liabilities | 673 | 1,376 | ||||||||||||||
Non-Current Liabilities | ||||||||||||||||
Other | — | 11 | ||||||||||||||
Total non-current liabilities | — | 11 | ||||||||||||||
Total liabilities | $ | 673 | $ | 1,387 | ||||||||||||
(A) | Accrued expenses as of September 30, 2013 consist primarily of accruals for customer damage claims. | |||||||||||||||
(B) | Amounts due to Novation are eliminated upon consolidation. As such, these amounts are not included in the condensed, consolidated balance sheets for any periods presented. |
Business_Combinations_and_Cons1
Business Combinations and Consolidation (Tables) | 9 Months Ended | |||
Sep. 30, 2013 | ||||
Business Combinations [Abstract] | ' | |||
Schedule of Business Acquisitions, by Acquisition | ' | |||
A summary of the aggregate amounts of the assets acquired and liabilities assumed and the aggregate consideration paid for CorvisaCloud during 2012 follows (dollars in thousands): | ||||
Total | ||||
Assets: | ||||
Cash | $ | 505 | ||
Service fee receivable | 23 | |||
Property and equipment | 500 | |||
Liabilities: | ||||
Accounts payable | (51 | ) | ||
Accrued expenses | (21 | ) | ||
Noncontrolling interests | (118 | ) | ||
Total consideration | $ | 838 | ||
Mortgage_Securities_Tables
Mortgage Securities (Tables) | 9 Months Ended | |||||||||||||||||||||||
Sep. 30, 2013 | ||||||||||||||||||||||||
Investments, Debt and Equity Securities [Abstract] | ' | |||||||||||||||||||||||
Available-for-sale Securities | ' | |||||||||||||||||||||||
The following table presents certain information on the Company's portfolio of mortgage securities – available-for-sale as of September 30, 2013 and December 31, 2012 (dollars in thousands): | ||||||||||||||||||||||||
Cost Basis | Unrealized Gain | Estimated Fair Value | Average Yield (A) | |||||||||||||||||||||
September 30, 2013 | $ | 633 | $ | 2,886 | $ | 3,519 | 138 | % | ||||||||||||||||
December 31, 2012 | 605 | 3,301 | 3,906 | 176 | ||||||||||||||||||||
(A) | The average yield is calculated from the cost basis of the mortgage securities and does not give effect to changes in fair value that are reflected as a component of shareholders' equity (deficit) | |||||||||||||||||||||||
Schedule of Variable Interest Entities | ' | |||||||||||||||||||||||
The following table relates to the securitizations where the Company retained an interest in the assets issued by the securitization trust, a variable interest entity or VIE (dollars in thousands): | ||||||||||||||||||||||||
Size/Principal Outstanding (A) | Assets on Balance Sheet (B) | Liabilities on Balance Sheet | Maximum Exposure to Loss(C) | Year to Date Loss on Sale | Year to Date Cash Flows (D) | |||||||||||||||||||
September 30, 2013 | $ | 4,941,067 | $ | 3,519 | $ | — | $ | 3,519 | $ | — | $ | 3,739 | ||||||||||||
December 31, 2012 | 5,432,562 | 3,906 | — | 3,906 | — | 4,030 | ||||||||||||||||||
(A) | Size/principal outstanding reflects the estimated principal of the underlying assets held by the VIE. | |||||||||||||||||||||||
(B) | Assets on balance sheet are securities issued by the entity and are recorded in the mortgage securities line item of the condensed consolidated balance sheets. | |||||||||||||||||||||||
(C) | The maximum exposure to loss includes the assets held by the Company and assumes a total loss on the referenced assets held by the VIE. | |||||||||||||||||||||||
(D) | Year to date cash flows are for the nine months ended September 30, 2013 and 2012, respectively. |
Notes_Receivable_and_Allowance1
Notes Receivable and Allowance for Doubtful Accounts (Tables) | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Receivables [Abstract] | ' | |||||||||||||||
Allowance for Credit Losses on Financing Receivables | ' | |||||||||||||||
Activity in the allowance for credit losses on notes receivable is as follows for the nine and three months ended September 30, 2013 and 2012 (dollars in thousands): | ||||||||||||||||
For the Nine Months Ended | For the Three Months Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
Balance, beginning of period | $ | 1,054 | $ | — | $ | — | $ | 1,054 | ||||||||
(Recovery of) provision for credit losses | (1,054 | ) | 1,054 | — | — | |||||||||||
Balance, end of period | $ | — | $ | 1,054 | $ | — | $ | 1,054 | ||||||||
Property_and_Equipment_Net_Tab
Property and Equipment, Net (Tables) | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Property, Plant and Equipment [Abstract] | ' | |||||||
Property and Equipment, Net | ' | |||||||
The following table shows the Company's property and equipment, net as of September 30, 2013 and December 31, 2012 (dollars in thousands): | ||||||||
September 30, | December 31, | |||||||
2013 | 2012 | |||||||
Furniture, fixtures and office equipment | $ | 1,016 | $ | 993 | ||||
Hardware and computer equipment | 5,185 | 4,358 | ||||||
Software | 8,715 | 8,765 | ||||||
Leasehold improvements | 890 | 1,216 | ||||||
Total Cost | 15,806 | 15,332 | ||||||
Less: Accumulated depreciation and amortization | (10,546 | ) | (9,140 | ) | ||||
Property and equipment, net | $ | 5,260 | $ | 6,192 | ||||
Fair_Value_Accounting_Tables
Fair Value Accounting (Tables) | 9 Months Ended | ||||||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||||||
Fair Value Disclosures [Abstract] | ' | ||||||||||||||||||||
Fair Value Measurements, Recurring and Nonrecurring | ' | ||||||||||||||||||||
The following tables present for each of the fair value hierarchy levels, the Company's assets and liabilities which are measured at fair value on a recurring basis as of September 30, 2013 and December 31, 2012 (dollars in thousands): | |||||||||||||||||||||
Fair Value Measurements at Reporting Date Using | |||||||||||||||||||||
Description | Fair Value at | Quoted Prices in Active Markets for Identical Assets | Significant Other Observable Inputs | Significant Unobservable Inputs | |||||||||||||||||
30-Sep-13 | (Level 1) | (Level 2) | (Level 3) | ||||||||||||||||||
Assets: | |||||||||||||||||||||
Mortgage securities – available-for-sale | $ | 3,519 | $ | — | $ | — | $ | 3,519 | |||||||||||||
Liabilities: | |||||||||||||||||||||
Contingent consideration (A) | $ | 237 | $ | — | $ | — | $ | 237 | |||||||||||||
(A) | The contingent consideration represents the estimated fair value of the additional potential amounts payable in connection with our acquisition of Corvisa. | ||||||||||||||||||||
Fair Value Measurements at Reporting Date Using | |||||||||||||||||||||
Description | Fair Value at December 31, 2012 | Quoted Prices in Active Markets for Identical Assets | Significant Other Observable Inputs | Significant Unobservable Inputs (Level 3) | |||||||||||||||||
(Level 1) | (Level 2) | ||||||||||||||||||||
Assets: | |||||||||||||||||||||
Mortgage securities – available-for-sale | $ | 3,906 | $ | — | $ | — | $ | 3,906 | |||||||||||||
Liabilities: | |||||||||||||||||||||
Contingent consideration (A) | $ | 1,099 | $ | — | $ | — | $ | 1,099 | |||||||||||||
(A) | The contingent consideration represents the estimated fair value of the additional potential amounts payable in connection with our acquisitions of Mango and Corvisa, $0.2 million and $0.9 million, respectively. | ||||||||||||||||||||
Fair Value Inputs, Assets and Liabilities, Quantitative Information | ' | ||||||||||||||||||||
The following table presents certain quantitative information about the significant unobservable inputs used in the fair value measurement for items measured at fair value on a recurring basis using significant unobservable inputs (Level 3). | |||||||||||||||||||||
Description | Valuation Techniques | Significant Unobservable Inputs | Range | ||||||||||||||||||
Assets: | |||||||||||||||||||||
Mortgage securities – available-for-sale | Present value analysis | Prepayment rates | 7.5% – 12.6% | ||||||||||||||||||
Weighted average life (years) | 2.0 – 2.0 | ||||||||||||||||||||
Liabilities: | |||||||||||||||||||||
Contingent consideration | Present value analysis | Revenue growth | 0.0% – 19.0% | ||||||||||||||||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation | ' | ||||||||||||||||||||
The following tables provide a reconciliation of the beginning and ending balances for the Company's mortgage securities – available-for-sale, which are measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the nine and three months ended September 30, 2013 and 2012 (dollars in thousands): | |||||||||||||||||||||
For the Nine Months Ended | For the Three Months Ended | ||||||||||||||||||||
September 30, | September 30, | ||||||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||||||
Balance, beginning of period | $ | 3,906 | $ | 3,878 | $ | 3,402 | $ | 4,406 | |||||||||||||
Increases (decreases) to mortgage securities – available-for-sale: | |||||||||||||||||||||
Accretion of income (A) | 580 | 807 | 207 | 294 | |||||||||||||||||
Proceeds from paydowns of securities (A) | (552 | ) | (814 | ) | (148 | ) | (312 | ) | |||||||||||||
Mark-to-market value adjustment | (415 | ) | 249 | 58 | (268 | ) | |||||||||||||||
Net increase (decrease) to mortgage securities – available-for-sale | (387 | ) | 242 | 117 | (286 | ) | |||||||||||||||
Balance, end of period | $ | 3,519 | $ | 4,120 | $ | 3,519 | $ | 4,120 | |||||||||||||
(A) | Cash received on mortgage securities with no cost basis was $3.2 million and $1.2 million for the nine and three months ended September 30, 2013, respectively, and $3.2 million and $0.5 million for the nine and three months ended September 30, 2012, respectively. | ||||||||||||||||||||
Schedule of Contingent Consideration Liability | ' | ||||||||||||||||||||
The following table provides a reconciliation of the beginning and ending balances for the Company's contingent consideration liability, which is measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the nine and three months ended September 30, 2013 and 2012 (dollars in thousands): | |||||||||||||||||||||
For the Nine Months Ended | For the Three Months Ended | ||||||||||||||||||||
September 30, | September 30, | ||||||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||||||
Balance, beginning of period | $ | 1,099 | $ | 1,154 | $ | 474 | $ | 1,154 | |||||||||||||
Fair value adjustment | (862 | ) | — | (237 | ) | — | |||||||||||||||
Balance, end of period | $ | 237 | $ | 1,154 | $ | 237 | $ | 1,154 | |||||||||||||
Fair Value, Measured on Recurring and Nonrecurring Basis, Gain (Loss) Included in Earnings | ' | ||||||||||||||||||||
The following table provides a summary of the impact to earnings for the nine and three months ended September 30, 2013 and 2012 from adjustments to those Company's assets and liabilities measured at fair value on a recurring and nonrecurring basis (dollars in thousands): | |||||||||||||||||||||
Fair Value Adjustments | |||||||||||||||||||||
For the Nine Months Ended | For the Three Months Ended | ||||||||||||||||||||
September 30, | September 30, | ||||||||||||||||||||
Asset or Liability Measured at Fair Value | Fair Value Measurement Frequency | 2013 | 2012 | 2013 | 2012 | Statement of Operations Line Item Impacted | |||||||||||||||
Contingent consideration (A) | Recurring | (862 | ) | — | (237 | ) | — | Other income (expense) | |||||||||||||
Total fair value gains (B) | $ | (862 | ) | $ | — | $ | (237 | ) | $ | — | |||||||||||
(A) | The contingent consideration represents the estimated fair value of the additional potential earn-out opportunity payable in connection with the acquisition of Corvisa that is contingent and based upon certain future earnings targets. | ||||||||||||||||||||
(B) | The Company did not have any impairments relating to mortgage securities – available-for-sale or the nine and three months ended September 30, 2013 and 2012. | ||||||||||||||||||||
Fair Value, by Balance Sheet Grouping | ' | ||||||||||||||||||||
The estimated fair values of the Company's financial instruments are as follows as of September 30, 2013 and December 31, 2012 (dollars in thousands): | |||||||||||||||||||||
As of September 30, 2013 | As of December 31, 2012 | ||||||||||||||||||||
Carrying Value | Fair Value | Carrying Value | Fair Value | ||||||||||||||||||
Financial assets: | |||||||||||||||||||||
Restricted cash | $ | 2,131 | $ | 2,092 | $ | 2,215 | $ | 2,150 | |||||||||||||
Mortgage securities – available-for-sale | 3,519 | 3,519 | 3,906 | 3,906 | |||||||||||||||||
Financial liabilities: | |||||||||||||||||||||
Senior notes | $ | 83,320 | $ | 12,287 | $ | 81,728 | $ | 11,527 | |||||||||||||
Note payable to related party | 3,863 | 2,749 | 4,613 | 3,064 | |||||||||||||||||
Segment_Reporting_Tables
Segment Reporting (Tables) | 3 Months Ended | 9 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||
Sep. 30, 2013 | Sep. 30, 2013 | |||||||||||||||||||||||||||||||||||||||||||||||
Segment Reporting [Abstract] | ' | ' | ||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Segment Reporting Information, by Segment | ' | ' | ||||||||||||||||||||||||||||||||||||||||||||||
The following is a summary of the operating results of the Company's segments for the three months ended September 30, 2013 and 2012 (dollars in thousands): | The following is a summary of the operating results of the Company's segments for the nine months ended September 30, 2013 and 2012 and a summary of their financial positions as of September 30, 2013 and December 31, 2012 (dollars in thousands): | |||||||||||||||||||||||||||||||||||||||||||||||
Corporate | Appraisal Management | Financial Intermediary | Eliminations | Discontinued Operations (B) | Total | Corporate | Appraisal Management | Financial Intermediary | Eliminations | Discontinued Operations (C) | Total | |||||||||||||||||||||||||||||||||||||
For the Three Months Ended September 30, 2013 | For the Nine Months Ended September 30, 2013 | |||||||||||||||||||||||||||||||||||||||||||||||
Service fee income | $ | 2,744 | $ | 32,385 | $ | 170 | $ | (2,292 | ) | $ | — | $ | 33,007 | Service fee income | $ | 7,196 | $ | 116,695 | $ | 8,261 | $ | (6,465 | ) | $ | — | $ | 125,687 | |||||||||||||||||||||
Interest income | 1,369 | — | — | (7 | ) | — | 1,362 | Interest income | 4,094 | — | — | (327 | ) | — | 3,767 | |||||||||||||||||||||||||||||||||
Interest expense | 810 | 9 | 1 | (7 | ) | — | 813 | Interest expense | 2,393 | 28 | 309 | (327 | ) | — | 2,403 | |||||||||||||||||||||||||||||||||
Depreciation and amortization expense (A) | 264 | 505 | 142 | — | — | 911 | Depreciation and amortization expense (A) | 677 | 1,560 | 269 | — | 382 | 2,888 | |||||||||||||||||||||||||||||||||||
(Loss) income from continuing operations before income tax expense | (2,216 | ) | 1,297 | (1,785 | ) | — | — | (2,704 | ) | (Loss) income from continuing operations before income tax expense | (5,372 | ) | 6,915 | (1,152 | ) | (229 | ) | — | 162 | |||||||||||||||||||||||||||||
Additions to long-lived assets (C) | 675 | 90 | 195 | — | — | 960 | Additions to long-lived (D) | 2,252 | 236 | 357 | — | 10 | 2,855 | |||||||||||||||||||||||||||||||||||
As of September 30, 2013 | ||||||||||||||||||||||||||||||||||||||||||||||||
(A) | Amounts related to continuing operations are included in the cost of services and selling, general and administrative expense line items of the condensed consolidated statements of operations, while amounts related to discontinued operations are included in the (loss) income from discontinued operations, net of income taxes. | Total assets (B) | $ | 63,972 | $ | 18,403 | $ | 3,717 | $ | (9,800 | ) | $ | — | $ | 76,292 | |||||||||||||||||||||||||||||||||
(B) | See Note 3 for additional information regarding the financial position and operating results of discontinued operations. | |||||||||||||||||||||||||||||||||||||||||||||||
(C) | Amount includes assets acquired under capital leases. | (A) | Amounts related to continuing operations are included in the cost of services and selling, general and administrative expense line items of the condensed consolidated statements of operations, while amounts related to discontinued operations are included in the (loss) income from discontinued operations, net of income taxes. | |||||||||||||||||||||||||||||||||||||||||||||
(B) | Appraisal Management segment includes goodwill of $3.2 million resulting from the acquisition of StreetLinks. | |||||||||||||||||||||||||||||||||||||||||||||||
Corporate | Appraisal Management | Financial Intermediary | Eliminations | Discontinued Operations (B) | Total | (C) | See Note 3 for additional information regarding the financial position and operating results of discontinued operations. | |||||||||||||||||||||||||||||||||||||||||
For the Three Months Ended September 30, 2012 | ||||||||||||||||||||||||||||||||||||||||||||||||
Service fee income | $ | 2,095 | $ | 44,041 | $ | 117 | $ | (2,095 | ) | $ | — | $ | 44,158 | (D) | Amount includes assets acquired under capital leases. | |||||||||||||||||||||||||||||||||
Interest income | 995 | — | — | (217 | ) | — | 778 | |||||||||||||||||||||||||||||||||||||||||
Corporate | Appraisal Management | Financial Intermediary | Eliminations | Discontinued Operations (C) | Total | |||||||||||||||||||||||||||||||||||||||||||
Interest expense | 795 | 9 | 208 | (217 | ) | — | 795 | For the Nine Months Ended September 30, 2012 | ||||||||||||||||||||||||||||||||||||||||
Service fee income | $ | 6,428 | $ | 128,570 | $ | 9,124 | $ | (6,439 | ) | $ | — | $ | 137,683 | |||||||||||||||||||||||||||||||||||
Depreciation and amortization expense (A) | 110 | 471 | 25 | — | 642 | 1,248 | ||||||||||||||||||||||||||||||||||||||||||
Interest income | 4,731 | — | — | (708 | ) | — | 4,023 | |||||||||||||||||||||||||||||||||||||||||
(Loss) income from continuing operations before income tax expense | (1,239 | ) | 1,081 | (2,023 | ) | (374 | ) | — | (2,555 | ) | ||||||||||||||||||||||||||||||||||||||
Interest expense | 2,330 | 28 | 680 | (708 | ) | — | 2,330 | |||||||||||||||||||||||||||||||||||||||||
Additions to long-lived assets | 108 | 397 | 112 | — | 199 | 816 | ||||||||||||||||||||||||||||||||||||||||||
Depreciation and amortization expense (A) | 246 | 1,392 | 72 | — | 807 | 2,517 | ||||||||||||||||||||||||||||||||||||||||||
(Loss) income from continuing operations before income tax benefit | (1,826 | ) | 4,191 | (1,587 | ) | (908 | ) | — | (130 | ) | ||||||||||||||||||||||||||||||||||||||
(A) | Amounts related to continuing operations are included in the cost of services and selling, general and administrative expense line items of the condensed consolidated statements of operations, while amounts related to discontinued operations are included in the (loss) income from discontinued operations, net of income taxes. | |||||||||||||||||||||||||||||||||||||||||||||||
Additions to long-lived assets | 655 | 947 | 185 | — | 338 | 2,125 | ||||||||||||||||||||||||||||||||||||||||||
(B) | See Note 3 for additional information regarding the financial position and operating results of discontinued operations. | |||||||||||||||||||||||||||||||||||||||||||||||
As of December 31, 2012 | ||||||||||||||||||||||||||||||||||||||||||||||||
Total assets (B) | $ | 93,097 | $ | 22,772 | $ | 2,349 | $ | (12,331 | ) | $ | 857 | $ | 106,744 | |||||||||||||||||||||||||||||||||||
(A) | Amounts related to continuing operations are included in the cost of services and selling, general and administrative expense line items of the condensed consolidated statements of operations, while amounts related to discontinued operations are included in the (loss) income from discontinued operations, net of income taxes. | |||||||||||||||||||||||||||||||||||||||||||||||
(B) | Appraisal Management segment includes goodwill of $3.2 million resulting from the acquisition of StreetLinks. | |||||||||||||||||||||||||||||||||||||||||||||||
(C) | See Note 3 for additional information regarding the financial position and operating results of discontinued operations. |
Earnings_per_Share_Tables
Earnings per Share (Tables) | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Earnings Per Share [Abstract] | ' | |||||||||||||||
Schedule of Earnings Per Share, Basic and Diluted | ' | |||||||||||||||
The computations of basic and diluted earnings per share for the nine and three months ended September 30, 2013 and 2012 (dollars in thousands, except share and per share amounts) are as follows: | ||||||||||||||||
For the Nine Months Ended | For the Three Months Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
Numerator: | ||||||||||||||||
Net (loss) income from continuing operations | $ | (27,127 | ) | $ | 63,419 | $ | (2,327 | ) | $ | (2,113 | ) | |||||
(Loss) income from discontinued operations | (1,064 | ) | (2,377 | ) | 50 | (1,207 | ) | |||||||||
Net (loss) income | (28,191 | ) | 61,042 | (2,277 | ) | (3,320 | ) | |||||||||
Less loss attributable to noncontrolling interests | (165 | ) | (1,508 | ) | (88 | ) | (1,114 | ) | ||||||||
(Loss) income available to common shareholders | $ | (28,026 | ) | $ | 62,550 | $ | (2,189 | ) | $ | (2,206 | ) | |||||
Denominator: | ||||||||||||||||
Weighted average common shares outstanding – basic | 90,745,504 | 90,530,738 | 90,801,716 | 90,651,716 | ||||||||||||
Weighted average common shares outstanding – dilutive: | ||||||||||||||||
Weighted average common shares outstanding – basic | 90,745,504 | 90,530,738 | 90,801,716 | 90,651,716 | ||||||||||||
Stock options | — | 548,468 | — | 451,548 | ||||||||||||
Nonvested shares | — | 355,776 | — | 224,294 | ||||||||||||
Weighted average common shares outstanding – dilutive | 90,745,504 | 91,434,982 | 90,801,716 | 91,327,558 | ||||||||||||
Basic earnings per share: | ||||||||||||||||
Net (loss) income from continuing operations | $ | (0.30 | ) | $ | 0.7 | $ | (0.03 | ) | $ | (0.02 | ) | |||||
Loss from discontinued operations | (0.01 | ) | (0.03 | ) | — | (0.01 | ) | |||||||||
Net (loss) income | (0.31 | ) | 0.67 | (0.03 | ) | (0.03 | ) | |||||||||
Less loss attributable to noncontrolling interests | — | (0.02 | ) | (0.01 | ) | (0.01 | ) | |||||||||
Net (loss) income available to common shareholders | $ | (0.31 | ) | $ | 0.69 | $ | (0.02 | ) | $ | (0.02 | ) | |||||
Diluted earnings per share: | ||||||||||||||||
Net (loss) income from continuing operations | $ | (0.30 | ) | $ | 0.69 | $ | (0.03 | ) | $ | (0.02 | ) | |||||
Loss from discontinued operations | (0.01 | ) | (0.02 | ) | — | (0.01 | ) | |||||||||
Net (loss) income | (0.31 | ) | 0.67 | (0.03 | ) | (0.03 | ) | |||||||||
Less loss attributable to noncontrolling interests | — | (0.01 | ) | (0.01 | ) | (0.01 | ) | |||||||||
Net (loss) income available to common shareholders | $ | (0.31 | ) | $ | 0.68 | $ | (0.02 | ) | $ | (0.02 | ) | |||||
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | ' | |||||||||||||||
The following weighted-average stock options to purchase shares of Common Stock were outstanding during each period presented, but were not included in the computation of diluted earnings per share because the number of shares assumed to be repurchased, as calculated was greater than the number of shares to be obtained upon exercise, therefore, the effect would be antidilutive (in thousands, except exercise prices): | ||||||||||||||||
For the Nine Months Ended | For the Three Months Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
Number of stock options | 8,435 | 6,877 | 8,578 | 7,384 | ||||||||||||
Weighted average exercise price of stock options | $ | 0.69 | $ | 0.77 | $ | 0.68 | $ | 0.76 | ||||||||
Financial_Statement_Presentati2
Financial Statement Presentation (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Mar. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Oct. 02, 2012 |
In Millions, unless otherwise specified | StreetLinks LLC [Member] | StreetLinks LLC [Member] | Advent Financial Services LLC [Member] | Advent Financial Services LLC [Member] | Mango Moving, LLC (Formerly Build My Move, LLC) [Member] | CorvisaCloud LLC [Member] | CorvisaCloud LLC [Member] | ||
Operations [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Ownership percentage | ' | ' | 91.00% | 93.00% | 100.00% | 78.00% | 67.00% | 85.00% | ' |
Equity ownership interest acquired, percent | ' | ' | ' | ' | ' | ' | ' | ' | 85.00% |
Due from banks and credit card companies | $0.30 | $0.30 | ' | ' | ' | ' | ' | ' | ' |
Discontinued_Operations_Income
Discontinued Operations - Income Statement of Discontinued Operations (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ' | ' | ' | ' |
(Loss) income from discontinued operations, net of taxes | $50 | ($1,207) | ($1,064) | ($2,377) |
Logistics [Member] | ' | ' | ' | ' |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ' | ' | ' | ' |
Revenue | 0 | 2,004 | 376 | 4,619 |
Cost of services | -35 | 2,292 | 756 | 4,653 |
Selling, general and administrative expense | -15 | 921 | 684 | 2,317 |
Other income (expense), net | 0 | 2 | 0 | -26 |
Net loss from discontinued operations before income taxes | 50 | -1,207 | -1,064 | -2,377 |
Income tax expense | 0 | 0 | 0 | 0 |
(Loss) income from discontinued operations, net of taxes | $50 | ($1,207) | ($1,064) | ($2,377) |
Discontinued_Operations_Balanc
Discontinued Operations - Balance Sheet of Discontinued Operations (Details) (Logistics [Member], USD $) | Sep. 30, 2013 | Dec. 31, 2012 | ||
In Thousands, unless otherwise specified | ||||
Logistics [Member] | ' | ' | ||
Balance Sheet by Disposal Groups, Including Discontinued Operations [Line Items] | ' | ' | ||
Cash and cash equivalents | $0 | $49 | ||
Service fee receivable, net | 0 | 111 | ||
Other current assets | 0 | 66 | ||
Total current assets | 0 | 226 | ||
Property and equipment, net of accumulated depreciation | 0 | 372 | ||
Other noncurrent assets | 0 | 109 | ||
Total noncurrent assets | 0 | 481 | ||
Total assets | 0 | 707 | ||
Accounts payable | 17 | 133 | ||
Accrued expenses | 32 | [1] | 439 | |
Due to Novation | 624 | [2] | 776 | [2] |
Other current liabilities | 0 | 28 | ||
Total current liabilities | 673 | 1,376 | ||
Other noncurrent liabilities | 0 | 11 | ||
Total noncurrent liabilities | 0 | 11 | ||
Total liabilities | $673 | $1,387 | ||
[1] | Accrued expenses as of September 30, 2013 consist primarily of accruals for customer damage claims. | |||
[2] | Amounts due to Novation are eliminated upon consolidation. As such, these amounts are not included in the condensed, consolidated balance sheets for any periods presented. |
Discontinued_Operations_Narrat
Discontinued Operations - Narrative (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ' | ' | ' | ' |
(Loss) income from discontinued operations, net of taxes | $50,000 | ($1,207,000) | ($1,064,000) | ($2,377,000) |
Logistics [Member] | ' | ' | ' | ' |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ' | ' | ' | ' |
(Loss) income from discontinued operations, net of taxes | 50,000 | -1,207,000 | -1,064,000 | -2,377,000 |
Severance Costs | ' | ' | 100,000 | ' |
Depreciation and amortization expense | ' | ' | $400,000 | ' |
Business_Combinations_and_Cons2
Business Combinations and Consolidation (Details) (USD $) | 0 Months Ended | 3 Months Ended | 0 Months Ended | 0 Months Ended | 9 Months Ended | 0 Months Ended | 12 Months Ended | 9 Months Ended | 0 Months Ended | |||||
In Millions, except Share data, unless otherwise specified | 20-May-13 | Sep. 30, 2013 | Dec. 31, 2012 | Oct. 02, 2012 | Sep. 30, 2013 | Mar. 08, 2012 | Sep. 30, 2013 | Mar. 31, 2012 | Mar. 08, 2012 | Dec. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Oct. 02, 2012 |
Advent Financial Services LLC [Member] | Advent Financial Services LLC [Member] | Advent Financial Services LLC [Member] | CorvisaCloud LLC [Member] | CorvisaCloud LLC [Member] | StreetLinks LLC [Member] | StreetLinks LLC [Member] | StreetLinks LLC [Member] | StreetLinks LLC [Member] | StreetLinks LLC [Member] | StreetLinks LLC [Member] | StreetLinks LLC [Member] | StreetLinks LLC [Member] | Common Stock [Member] | |
Unit Purchase Agreement [Member] | Unit Purchase Agreement [Member] | Unit Purchase Agreement [Member] | Unit Purchase Agreement [Member] | Unit Purchase Agreement [Member] | CorvisaCloud LLC [Member] | |||||||||
Paid in 2012 [Member] | Paid in 2013 [Member] | Last Day of Each Quarter Until March 8, 2016 [Member] | March 8, 2016 [Member] | |||||||||||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Ownership percentage, by parent | ' | 100.00% | 78.00% | ' | 85.00% | ' | 91.00% | 93.00% | ' | ' | ' | ' | ' | ' |
Ownership percentage increase | 22.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Purchase price | ' | ' | ' | $0.80 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Options included in consideration transferred, number of shares | ' | ' | ' | 75,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Options recognized as compensation cost, number of shares | ' | ' | ' | 125,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 200,000 |
Equity ownership interest acquired | ' | ' | ' | 85.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Purchase price | ' | $1.90 | ' | ' | ' | ' | ' | ' | $6.10 | $1.50 | $0.80 | $0.30 | $1.60 | ' |
Membership units | ' | ' | ' | ' | ' | 1,927 | ' | ' | ' | ' | ' | ' | ' | ' |
Interest rate | ' | ' | ' | ' | ' | ' | 4.00% | ' | ' | ' | ' | ' | ' | ' |
Ownership percentage increase | ' | ' | ' | ' | ' | 5.00% | ' | ' | ' | ' | ' | ' | ' | ' |
Business_Combinations_and_Cons3
Business Combinations and Consolidation - Assets Acquired and Liabilities Assumed (Details) (CorvisaCloud LLC [Member], USD $) | Dec. 31, 2012 |
In Thousands, unless otherwise specified | |
CorvisaCloud LLC [Member] | ' |
Assets: | ' |
Cash | $505 |
Service fee receivable | 23 |
Property and equipment | 500 |
Liabilities: | ' |
Accounts payable | -51 |
Accrued expenses | -21 |
Noncontrolling interests | -118 |
Total cash consideration | $838 |
Mortgage_Securities_Availablef
Mortgage Securities - Available-for-Sale (Details) (Mortgage-backed Securities, Issued by Private Enterprises [Member], USD $) | Sep. 30, 2013 | Dec. 31, 2012 | ||
In Thousands, unless otherwise specified | ||||
Mortgage-backed Securities, Issued by Private Enterprises [Member] | ' | ' | ||
Schedule of Available-for-sale Securities [Line Items] | ' | ' | ||
Cost basis | $633 | $605 | ||
Available-for-sale Securities, Cumulative Unrealized Gain (Loss) | 2,886 | 3,301 | ||
Estimated fair value | $3,519 | $3,906 | ||
Average yield, percentage calculated from cost basis | 138.00% | [1] | 176.00% | [1] |
[1] | The average yield is calculated from the cost basis of the mortgage securities and does not give effect to changes in fair value that are reflected as a component of shareholders' equity (deficit) |
Mortgage_Securities_VIEs_and_C
Mortgage Securities - VIE's and CDO's (Details) (Variable Interest Entity, Primary Beneficiary [Member], USD $) | 9 Months Ended | |||||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | |||
Variable Interest Entity, Primary Beneficiary [Member] | ' | ' | ' | |||
Variable Interest Entity [Line Items] | ' | ' | ' | |||
Size/Principal outstanding | $4,941,067 | [1] | ' | $5,432,562 | [1] | |
Assets on Balance Sheet | 3,519 | [2] | ' | 3,906 | [2] | |
Liabilities on Balance Sheet | 0 | ' | 0 | |||
Maximum exposure to loss | 3,519 | [3] | ' | 3,906 | [3] | |
Year to date loss on sale | 0 | ' | 0 | |||
Year to date cash flows | $3,739 | [4] | $4,030 | [4] | ' | |
[1] | Size/principal outstanding reflects the estimated principal of the underlying assets held by the VIE. | |||||
[2] | Assets on balance sheet are securities issued by the entity and are recorded in the mortgage securities line item of the condensed consolidated balance sheets. | |||||
[3] | The maximum exposure to loss includes the assets held by the Company and assumes a total loss on the referenced assets held by the VIE. | |||||
[4] | Year to date cash flows are for the nine months ended September 30, 2013 and 2012, respectively. |
Notes_Receivable_and_Allowance2
Notes Receivable and Allowance for Doubtful Accounts - Narrative (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Jun. 30, 2013 | Dec. 31, 2012 | Jun. 30, 2012 | Dec. 31, 2011 | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Recovery of credit losses | ' | ' | $1,100,000 | ' | ' | ' | ' | ' |
(Recovery) of provision for credit losses | 0 | 0 | -1,054,000 | 1,054,000 | ' | ' | ' | ' |
Paydowns of notes receivable | ' | ' | 1,721,000 | 3,148,000 | ' | ' | ' | ' |
Allowance for credit losses | 0 | 1,054,000 | 0 | 1,054,000 | 0 | 1,054,000 | 1,054,000 | 0 |
Notes receivable outstanding, net | 262,000 | ' | 262,000 | ' | ' | 581,000 | ' | ' |
Notes Receivable [Member] | ' | ' | ' | ' | ' | ' | ' | ' |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Notes receivable outstanding, net | 300,000 | ' | 300,000 | ' | ' | 600,000 | ' | ' |
ITS Financial, LLC [Member] | Notes Receivable [Member] | ' | ' | ' | ' | ' | ' | ' | ' |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Allowance for credit losses | ' | $1,100,000 | ' | $1,100,000 | ' | ' | ' | ' |
Notes_Receivable_and_Allowance3
Notes Receivable and Allowance for Doubtful Accounts - Allowance for Credit Losses (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Financing Receivable, Allowance for Credit Losses [Roll Forward] | ' | ' | ' | ' |
Balance, beginning of period | $0 | $1,054 | $1,054 | $0 |
(Recovery) of provision for credit losses | 0 | 0 | -1,054 | 1,054 |
Balance, end of period | $0 | $1,054 | $0 | $1,054 |
Property_and_Equipment_Net_Nar
Property and Equipment, Net - Narrative (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||||||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | ||||
Property, Plant and Equipment [Line Items] | ' | ' | ' | ' | ||||
Depreciation and amortization expense | $911 | [1] | $1,248 | [1] | $2,888 | [1] | $2,517 | [1] |
Leasehold Improvements [Member] | Maximum [Member] | ' | ' | ' | ' | ||||
Property, Plant and Equipment [Line Items] | ' | ' | ' | ' | ||||
Estimated useful life of property and equipment | ' | ' | '5 years | ' | ||||
Furniture and Fixtures [Member] | ' | ' | ' | ' | ||||
Property, Plant and Equipment [Line Items] | ' | ' | ' | ' | ||||
Estimated useful life of property and equipment | ' | ' | '5 years | ' | ||||
Office and Computer Equipment [Member] | Minimum [Member] | ' | ' | ' | ' | ||||
Property, Plant and Equipment [Line Items] | ' | ' | ' | ' | ||||
Estimated useful life of property and equipment | ' | ' | '3 years | ' | ||||
Office and Computer Equipment [Member] | Maximum [Member] | ' | ' | ' | ' | ||||
Property, Plant and Equipment [Line Items] | ' | ' | ' | ' | ||||
Estimated useful life of property and equipment | ' | ' | '5 years | ' | ||||
Software [Member] | ' | ' | ' | ' | ||||
Property, Plant and Equipment [Line Items] | ' | ' | ' | ' | ||||
Estimated useful life of property and equipment | ' | ' | '3 years | ' | ||||
[1] | Amounts related to continuing operations are included in the cost of services and selling, general and administrative expense line items of the condensed consolidated statements of operations, while amounts related to discontinued operations are included in the (loss) income from discontinued operations, net of income taxes. |
Property_and_Equipment_Net_Sch
Property and Equipment, Net - Schedule of Property and Equipment (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Property, Plant and Equipment [Line Items] | ' | ' |
Property and equipment, gross | $15,806 | $15,332 |
Less: Accumulated depreciation and amortization | -10,546 | -9,140 |
Property and equipment, net | 5,260 | 6,192 |
Furniture, Fixtures and Office Equipment [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property and equipment, gross | 1,016 | 993 |
Hardware and Computer Equipment [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property and equipment, gross | 5,185 | 4,358 |
Software [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property and equipment, gross | 8,715 | 8,765 |
Leasehold Improvements [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property and equipment, gross | $890 | $1,216 |
Property_and_Equipment_Net_Cap
Property and Equipment, Net - Capital Leases (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Millions, unless otherwise specified | ||
Capital Leased Assets [Line Items] | ' | ' |
Capital Leased Assets, Gross | $1.20 | $0.70 |
Capital Leased Assets, Accumulated Depreciation | $0.40 | $0.10 |
Goodwill_Details
Goodwill (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | ' |
Goodwill | $3,170 | $3,170 |
Borrowings_Senior_Notes_Detail
Borrowings - Senior Notes (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Mar. 22, 2011 | Mar. 22, 2011 | Mar. 22, 2011 | Mar. 22, 2011 | Mar. 22, 2011 | Mar. 22, 2011 |
Post-Modification Notes [Member] | Post-Modification Notes [Member] | Senior Notes [Member] | Senior Notes [Member] | Senior Notes [Member] | Senior Notes [Member] | Restriction Release Trigger, One [Member] | Restriction Release Trigger, Two [Member] | |||
Post-Modification Notes [Member] | Post-Modification Notes [Member] | Post-Modification Notes [Member] | Post-Modification Notes [Member] | Senior Notes [Member] | Senior Notes [Member] | |||||
Interest Rate, Pre-Trigger [Member] | Modification Trigger, One [Member] | Interest Rate, Post-Trigger [Member] | Post-Modification Notes [Member] | Post-Modification Notes [Member] | ||||||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Face amount of debt | ' | ' | ' | ' | $85,900,000 | ' | ' | ' | ' | ' |
Senior notes | 83,320,000 | 81,728,000 | 83,300,000 | 81,700,000 | ' | ' | ' | ' | ' | ' |
Interest rate | ' | ' | ' | ' | ' | 1.00% | ' | ' | ' | ' |
Proceeds from equity offering, minimum | ' | ' | ' | ' | ' | ' | 40,000,000 | ' | ' | ' |
Variable rate, description | ' | ' | ' | ' | ' | ' | ' | 'three-month LIBOR | ' | ' |
Basis spread on variable rate | ' | ' | ' | ' | ' | ' | ' | 3.50% | ' | ' |
Tangible net worth, minimum | ' | ' | ' | ' | ' | ' | ' | ' | $40,000,000 | ' |
Interest coverage ratio, minimum | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.35 |
Leverage ratio, maximum | ' | ' | ' | ' | ' | ' | ' | ' | ' | 95.00% |
Borrowings_Note_Payable_to_Rel
Borrowings - Note Payable to Related Party (Details) (StreetLinks LLC [Member], USD $) | 0 Months Ended | 9 Months Ended | 0 Months Ended | 12 Months Ended | 9 Months Ended | ||
In Millions, unless otherwise specified | Mar. 08, 2012 | Sep. 30, 2013 | Mar. 08, 2012 | Dec. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 |
Unit Purchase Agreement [Member] | Unit Purchase Agreement [Member] | Unit Purchase Agreement [Member] | Unit Purchase Agreement [Member] | Unit Purchase Agreement [Member] | |||
Paid in 2012 [Member] | Paid in 2013 [Member] | Last Day of Each Quarter Until March 8, 2016 [Member] | March 8, 2016 [Member] | ||||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Purchase price | ' | ' | $6.10 | $1.50 | $0.80 | $0.30 | $1.60 |
Interest rate | ' | 4.00% | ' | ' | ' | ' | ' |
Ownership percentage increase | 5.00% | ' | ' | ' | ' | ' | ' |
Borrowings_Capital_Leases_Deta
Borrowings - Capital Leases (Details) (USD $) | 9 Months Ended | |
In Millions, unless otherwise specified | Sep. 30, 2013 | Dec. 31, 2012 |
Debt Instrument [Line Items] | ' | ' |
Capital Leases, Maturity Date Range, Start | 20-Aug-14 | ' |
Capital Leases, Maturity Date Range, End | 20-Sep-16 | ' |
Capital Lease Obligations, Current | $0.40 | $0.30 |
Capital Lease Obligations, Noncurrent | $0.50 | $0.40 |
Commitments_and_Contingencies_
Commitments and Contingencies (Details) (USD $) | 33 Months Ended | 3 Months Ended | |||
Sep. 30, 2013 | Dec. 31, 2007 | Sep. 30, 2013 | Dec. 31, 2012 | Nov. 10, 2011 | |
Securities-Related Contingencies [Member] | Securities-Related Contingencies [Member] | Corvisa, LLC [Member] | Corvisa, LLC [Member] | Corvisa, LLC [Member] | |
Contingent Consideration [Member] | Contingent Consideration [Member] | Contingent Consideration [Member] | |||
StreetLinks LLC [Member] | StreetLinks LLC [Member] | StreetLinks LLC [Member] | |||
Loss Contingencies [Line Items] | ' | ' | ' | ' | ' |
Contingent consideration, potential cash payment | ' | ' | ' | ' | $1,200,000 |
Loss Contingency Accrual, Period Increase (Decrease) | ' | ' | 200,000 | ' | ' |
Loss Contingency Accrual | ' | ' | ' | 900,000 | ' |
Accrual for loss contingency, current | ' | ' | 237,000 | 500,000 | ' |
Aggregate original principal balance of loans sold to securitization trusts and third parties | ' | 43,100,000,000 | ' | ' | ' |
Loss contingency, original principal balances of loans subject to repurchase claims | 31,200,000 | ' | ' | ' | ' |
Loss Contingency, Accrual, Noncurrent | ' | ' | ' | $400,000 | ' |
Shareholders_Deficit_Details
Shareholders' Deficit (Details) (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 |
Shareholders' Deficit [Abstract] | ' | ' |
Adjustment to estimated accrued offering costs | $1,770 | $0 |
Shareholders_Deficit_Noncontro
Shareholders' Deficit - Noncontrolling Interest (Details) (USD $) | 9 Months Ended | 3 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | |
StreetLinks LLC [Member] | Advent Financial Services LLC [Member] | |||
Noncontrolling Interest [Line Items] | ' | ' | ' | ' |
Noncontrolling Interest, Decrease from Distributions to Noncontrolling Interest Holders | $651,000 | $217,000 | $700,000 | ' |
Purchase price | ' | ' | ' | $1,900,000 |
Fair_Value_Accounting_Recurrin
Fair Value Accounting - Recurring Basis (Details) (USD $) | Sep. 30, 2013 | Jun. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Dec. 31, 2011 | ||
In Thousands, unless otherwise specified | ||||||||
Mortgage-backed Securities, Issued by Private Enterprises [Member] | ' | ' | ' | ' | ' | ' | ||
Assets: | ' | ' | ' | ' | ' | ' | ||
Mortgage securities - available-for-sale | $3,519 | ' | $3,906 | ' | ' | ' | ||
Mortgage-backed Securities, Issued by Private Enterprises [Member] | Fair Value [Member] | Fair Value, Measurements, Recurring [Member] | ' | ' | ' | ' | ' | ' | ||
Assets: | ' | ' | ' | ' | ' | ' | ||
Mortgage securities - available-for-sale | 3,519 | ' | 3,906 | ' | ' | ' | ||
Mortgage-backed Securities, Issued by Private Enterprises [Member] | Fair Value, Inputs, Level 1 [Member] | Fair Value, Measurements, Recurring [Member] | ' | ' | ' | ' | ' | ' | ||
Assets: | ' | ' | ' | ' | ' | ' | ||
Mortgage securities - available-for-sale | 0 | ' | 0 | ' | ' | ' | ||
Mortgage-backed Securities, Issued by Private Enterprises [Member] | Fair Value, Inputs, Level 2 [Member] | Fair Value, Measurements, Recurring [Member] | ' | ' | ' | ' | ' | ' | ||
Assets: | ' | ' | ' | ' | ' | ' | ||
Mortgage securities - available-for-sale | 0 | ' | 0 | ' | ' | ' | ||
Mortgage-backed Securities, Issued by Private Enterprises [Member] | Fair Value, Inputs, Level 3 [Member] | Fair Value, Measurements, Recurring [Member] | ' | ' | ' | ' | ' | ' | ||
Assets: | ' | ' | ' | ' | ' | ' | ||
Mortgage securities - available-for-sale | 3,519 | ' | 3,906 | ' | ' | ' | ||
Mango Moving, LLC (Formerly Build My Move, LLC) [Member] | ' | ' | ' | ' | ' | ' | ||
Liabilities: | ' | ' | ' | ' | ' | ' | ||
Loss Contingency Accrual | ' | ' | 200 | ' | ' | ' | ||
Contingent Consideration [Member] | Fair Value [Member] | Fair Value, Measurements, Recurring [Member] | ' | ' | ' | ' | ' | ' | ||
Liabilities: | ' | ' | ' | ' | ' | ' | ||
Loss Contingency Accrual | 237 | [1] | ' | 1,099 | [1] | ' | ' | ' |
Contingent Consideration [Member] | Fair Value, Inputs, Level 1 [Member] | Fair Value, Measurements, Recurring [Member] | ' | ' | ' | ' | ' | ' | ||
Liabilities: | ' | ' | ' | ' | ' | ' | ||
Loss Contingency Accrual | 0 | [1] | ' | 0 | [1] | ' | ' | ' |
Contingent Consideration [Member] | Fair Value, Inputs, Level 2 [Member] | Fair Value, Measurements, Recurring [Member] | ' | ' | ' | ' | ' | ' | ||
Liabilities: | ' | ' | ' | ' | ' | ' | ||
Loss Contingency Accrual | 0 | [1] | ' | 0 | [1] | ' | ' | ' |
Contingent Consideration [Member] | Fair Value, Inputs, Level 3 [Member] | Fair Value, Measurements, Recurring [Member] | ' | ' | ' | ' | ' | ' | ||
Liabilities: | ' | ' | ' | ' | ' | ' | ||
Loss Contingency Accrual | 237 | [1] | 474 | 1,099 | [1] | 1,154 | 1,154 | 1,154 |
Contingent Consideration [Member] | Corvisa, LLC [Member] | StreetLinks LLC [Member] | ' | ' | ' | ' | ' | ' | ||
Liabilities: | ' | ' | ' | ' | ' | ' | ||
Loss Contingency Accrual | ' | ' | $900 | ' | ' | ' | ||
[1] | The contingent consideration represents the estimated fair value of the additional potential amounts payable in connection with our acquisition of Corvisa. |
Fair_Value_Accounting_Signific
Fair Value Accounting - Significant Unobservable Inputs (Details) (Present Value Analysis [Member], Fair Value, Inputs, Level 3 [Member]) | 9 Months Ended |
Sep. 30, 2013 | |
Contingent Consideration [Member] | Mortgage-backed Securities, Issued by Private Enterprises [Member] | Minimum [Member] | ' |
Fair Value Inputs, Quantitative Information [Line Items] | ' |
Fair value inputs, revenue-growth | 0.00% |
Contingent Consideration [Member] | Mortgage-backed Securities, Issued by Private Enterprises [Member] | Maximum [Member] | ' |
Fair Value Inputs, Quantitative Information [Line Items] | ' |
Fair value inputs, revenue-growth | 19.00% |
Available-for-sale Securities [Member] | Mortgage-backed Securities, Issued by Private Enterprises [Member] | ' |
Fair Value Inputs, Quantitative Information [Line Items] | ' |
Fair value inputs, weighted average life, in years | '2 years |
Available-for-sale Securities [Member] | Mortgage-backed Securities, Issued by Private Enterprises [Member] | Minimum [Member] | ' |
Fair Value Inputs, Quantitative Information [Line Items] | ' |
Fair value inputs, prepayment rates | 7.50% |
Available-for-sale Securities [Member] | Mortgage-backed Securities, Issued by Private Enterprises [Member] | Maximum [Member] | ' |
Fair Value Inputs, Quantitative Information [Line Items] | ' |
Fair value inputs, prepayment rates | 12.60% |
Mortgage-backed Securities, Issued by Private Enterprises [Member] | Available-for-sale Securities [Member] | ' |
Fair Value Inputs, Quantitative Information [Line Items] | ' |
Fair value inputs, weighted average life, in years | '2 years |
Fair_Value_Accounting_Reconcil
Fair Value Accounting - Reconciliation of Changes in Level 3 Balances (Details) (Available-for-sale Securities [Member], Mortgage-backed Securities, Issued by Private Enterprises [Member], USD $) | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | |||||
Available-for-sale Securities [Member] | Mortgage-backed Securities, Issued by Private Enterprises [Member] | ' | ' | ' | ' | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ' | ' | ' | ' | ||||
Balance, beginning of period | $3,402,000 | $4,406,000 | $3,906,000 | $3,878,000 | ||||
Accretion of income | 207,000 | [1] | 294,000 | [1] | 580,000 | [1] | 807,000 | [1] |
Proceeds from paydowns of securities | -148,000 | [1] | -312,000 | [1] | -552,000 | [1] | -814,000 | [1] |
Mark-to-market value adjustment | 58,000 | -268,000 | -415,000 | 249,000 | ||||
Net increases (decreases) to mortgage securities - available-for-sale | 117,000 | -286,000 | -387,000 | 242,000 | ||||
Balance, end of period | 3,519,000 | 4,120,000 | 3,519,000 | 4,120,000 | ||||
Cash received on mortgage securities with no cost basis | $1,200,000 | $500,000 | $3,200,000 | $3,200,000 | ||||
[1] | Cash received on mortgage securities with no cost basis was $3.2 million and $1.2 million for the nine and three months ended September 30, 2013, respectively, and $3.2 million and $0.5 million for the nine and three months ended September 30, 2012, respectively. |
Fair_Value_Accounting_Continge
Fair Value Accounting - Contingent Consideration Liabilities (Details) (Fair Value, Inputs, Level 3 [Member], Fair Value, Measurements, Recurring [Member], USD $) | 3 Months Ended | 9 Months Ended | ||||||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | ||||
Contingent Consideration [Roll Forward] | ' | ' | ' | ' | ||||
Fair value adjustments | ($237) | [1] | $0 | [1] | ($862) | [1] | $0 | [1] |
Contingent Consideration [Member] | ' | ' | ' | ' | ||||
Contingent Consideration [Roll Forward] | ' | ' | ' | ' | ||||
Beginning Balance | 474 | 1,154 | 1,099 | [2] | 1,154 | |||
Fair value adjustments | -237 | 0 | -862 | 0 | ||||
Ending Balance | $237 | [2] | $1,154 | $237 | [2] | $1,154 | ||
[1] | The Company did not have any impairments relating to mortgage securities – available-for-sale or the nine and three months ended September 30, 2013 and 2012. | |||||||
[2] | The contingent consideration represents the estimated fair value of the additional potential amounts payable in connection with our acquisition of Corvisa. |
Fair_Value_Accounting_Impact_t
Fair Value Accounting - Impact to Earnings from Assets and Liabilities Measured at Fair Value (Details) (Fair Value, Measurements, Recurring [Member], USD $) | 3 Months Ended | 9 Months Ended | ||||||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | ||||
Fair Value, Measured on Recurring and Nonrecurring Basis, Gain (Loss) Included in Earnings [Line Items] | ' | ' | ' | ' | ||||
Liabilities measured on recurring basis, (gain) loss included in other income | ($237) | [1] | $0 | [1] | ($862) | [1] | $0 | [1] |
Fair Value, Inputs, Level 3 [Member] | ' | ' | ' | ' | ||||
Fair Value, Measured on Recurring and Nonrecurring Basis, Gain (Loss) Included in Earnings [Line Items] | ' | ' | ' | ' | ||||
Fair value adjustments | ($237) | [2] | $0 | [2] | ($862) | [2] | $0 | [2] |
[1] | The contingent consideration represents the estimated fair value of the additional potential earn-out opportunity payable in connection with the acquisition of Corvisa that is contingent and based upon certain future earnings targets. | |||||||
[2] | The Company did not have any impairments relating to mortgage securities – available-for-sale or the nine and three months ended September 30, 2013 and 2012. |
Fair_Value_Accounting_Carrying
Fair Value Accounting - Carrying Values and Fair Values of Financial Instruments (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' |
Mortgage securities - available-for-sale | $3,519 | $3,906 |
Carrying Value [Member] | ' | ' |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' |
Restricted cash | 2,131 | 2,215 |
Mortgage securities - available-for-sale | 3,519 | 3,906 |
Senior Notes | 83,320 | 81,728 |
Notes payable to related party | 3,863 | 4,613 |
Fair Value [Member] | ' | ' |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' |
Restricted cash | 2,092 | 2,150 |
Mortgage securities - available-for-sale | 3,519 | 3,906 |
Senior Notes | 12,287 | 11,527 |
Notes payable to related party | $2,749 | $3,064 |
Fair_Value_Accounting_Narrativ
Fair Value Accounting - Narrative (Details) | 9 Months Ended | 0 Months Ended |
Sep. 30, 2013 | Mar. 22, 2011 | |
StreetLinks LLC [Member] | Post-Modification Notes [Member] | |
Interest Rate, Post-Trigger [Member] | ||
Senior Notes [Member] | ||
Debt Instrument [Line Items] | ' | ' |
Variable rate, description | ' | 'three-month LIBOR |
Basis spread on variable rate | ' | 3.50% |
Interest rate | 4.00% | ' |
Income_Taxes_Income_Tax_Expens
Income Taxes - Income Tax Expense (Benefit) (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Operating Loss Carryforwards [Line Items] | ' | ' | ' | ' |
Income Tax Expense (Benefit), Continuing Operations | ($377) | ($442) | $27,289 | ($63,549) |
Income_Taxes_Deferred_Tax_Asse
Income Taxes - Deferred Tax Assets and Liabilities (Details) (USD $) | 3 Months Ended | |
In Millions, unless otherwise specified | Sep. 30, 2013 | Dec. 31, 2012 |
Operating Loss Carryforwards [Line Items] | ' | ' |
Increase in Valuation Allowance | $27.60 | ' |
Deferred Tax Assets, Net | 35.5 | 63.1 |
Deferred Tax Assets, Valuation Allowance | ($247.70) | ($219.70) |
Income_Taxes_Unrecognized_Tax_
Income Taxes - Unrecognized Tax Benefits (Details) (USD $) | 9 Months Ended | |
In Millions, unless otherwise specified | Sep. 30, 2013 | Dec. 31, 2012 |
Income Tax Contingency [Line Items] | ' | ' |
Unrecognized Tax Benefits | $0.70 | $1.10 |
Unrecognized Tax Benefits, Reduction Resulting from Lapse of Applicable Statute of Limitations | 0.4 | ' |
Unrecognized Tax Benefits Reductions Resulting From Lapse Of Applicable Statute Of Limitations, Due In Next Twelve Months | $0.60 | ' |
Segment_Reporting_Details
Segment Reporting (Details) (USD $) | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | ||||||||||||||||||||||||||
segments | Corporate [Member] | Corporate [Member] | Corporate [Member] | Corporate [Member] | Corporate [Member] | Appraisal Management [Member] | Appraisal Management [Member] | Appraisal Management [Member] | Appraisal Management [Member] | Appraisal Management [Member] | Appraisal Management [Member] | Appraisal Management [Member] | Financial Intermediary [Member] | Financial Intermediary [Member] | Financial Intermediary [Member] | Financial Intermediary [Member] | Financial Intermediary [Member] | Logistics [Member] | Logistics [Member] | Logistics [Member] | Logistics [Member] | Logistics [Member] | Eliminations [Member] | Eliminations [Member] | Eliminations [Member] | Eliminations [Member] | Eliminations [Member] | Eliminations, Financial Intermediary Segment to Corporate Segment [Member] | ||||||||||||||||||||||||||||||
StreetLinks LLC [Member] | StreetLinks LLC [Member] | Performance Guarantee [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||||||||||||||||||||||||
Service fee income | $33,007,000 | $44,158,000 | $125,687,000 | $137,683,000 | ' | $2,744,000 | $2,095,000 | $7,196,000 | $6,428,000 | ' | $32,385,000 | $44,041,000 | $116,695,000 | $128,570,000 | ' | ' | ' | $170,000 | $117,000 | $8,261,000 | $9,124,000 | ' | $0 | [1] | $0 | [1] | $0 | [1] | $0 | [1] | ' | ($2,292,000) | ($2,095,000) | ($6,465,000) | ($6,439,000) | ' | ' | |||||||||||||||||||||
Interest income | 1,362,000 | 778,000 | 3,767,000 | 4,023,000 | ' | 1,369,000 | 995,000 | 4,094,000 | 4,731,000 | ' | 0 | 0 | 0 | 0 | ' | ' | ' | 0 | 0 | 0 | 0 | ' | 0 | [1] | 0 | [1] | 0 | [1] | 0 | [1] | ' | -7,000 | -217,000 | -327,000 | -708,000 | ' | ' | |||||||||||||||||||||
Interest expense | 813,000 | 795,000 | 2,403,000 | 2,330,000 | ' | 810,000 | 795,000 | 2,393,000 | 2,330,000 | ' | 9,000 | 9,000 | 28,000 | 28,000 | ' | ' | ' | 1,000 | 208,000 | 309,000 | 680,000 | ' | 0 | [1] | 0 | [1] | 0 | [1] | 0 | [1] | ' | -7,000 | -217,000 | -327,000 | -708,000 | ' | ' | |||||||||||||||||||||
Depreciation and amortization expense | 911,000 | [2] | 1,248,000 | [2] | 2,888,000 | [2] | 2,517,000 | [2] | ' | 264,000 | [2] | 110,000 | [2] | 677,000 | [2] | 246,000 | [2] | ' | 505,000 | [2] | 471,000 | [2] | 1,560,000 | [2] | 1,392,000 | [2] | ' | ' | ' | 142,000 | [2] | 25,000 | [2] | 269,000 | [2] | 72,000 | [2] | ' | 0 | [1],[2] | 642,000 | [1],[2] | 382,000 | [1],[2] | 807,000 | [1],[2] | ' | 0 | [2] | 0 | [2] | 0 | [2] | 0 | [2] | ' | ' | |
Income (loss) before income tax benefit | -2,704,000 | -2,555,000 | 162,000 | -130,000 | ' | -2,216,000 | -1,239,000 | -5,372,000 | -1,826,000 | ' | 1,297,000 | 1,081,000 | 6,915,000 | 4,191,000 | ' | ' | ' | -1,785,000 | -2,023,000 | -1,152,000 | -1,587,000 | ' | 0 | [1] | 0 | [1] | 0 | [1] | 0 | [1] | ' | 0 | -374,000 | -229,000 | -908,000 | ' | ' | |||||||||||||||||||||
Property, Plant and Equipment, Additions | 960,000 | [3] | 816,000 | 2,855,000 | [3] | 2,125,000 | ' | 675,000 | [3] | 108,000 | 2,252,000 | [3] | 655,000 | ' | 90,000 | [3] | 397,000 | 236,000 | [3] | 947,000 | ' | ' | ' | 195,000 | [3] | 112,000 | 357,000 | [3] | 185,000 | ' | 0 | [3] | 199,000 | 10,000 | [3] | 338,000 | ' | 0 | [3] | 0 | 0 | [3] | 0 | ' | ' | |||||||||||||
Total assets | 76,292,000 | ' | 76,292,000 | ' | 106,744,000 | 63,972,000 | ' | 63,972,000 | ' | 93,097,000 | 18,403,000 | [4] | ' | 18,403,000 | [4] | ' | 22,772,000 | [4] | ' | ' | 3,717,000 | ' | 3,717,000 | ' | 2,349,000 | 0 | ' | 0 | ' | 857,000 | -9,800,000 | ' | -9,800,000 | ' | -12,331,000 | ' | ||||||||||||||||||||||
Number of company reporting segments | ' | ' | 3 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||||||||||||||||||||||||
Goodwill | 3,170,000 | ' | 3,170,000 | ' | 3,170,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,200,000 | 3,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||||||||||||||||||||||||
Fee paid by Financial Intermediary | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1,000,000 | |||||||||||||||||||||||||
[1] | See Note 3 for additional information regarding the financial position and operating results of discontinued operations. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
[2] | Amounts related to continuing operations are included in the cost of services and selling, general and administrative expense line items of the condensed consolidated statements of operations, while amounts related to discontinued operations are included in the (loss) income from discontinued operations, net of income taxes. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
[3] | Amount includes assets acquired under capital leases. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
[4] | Appraisal Management segment includes goodwill of $3.2 million resulting from the acquisition of StreetLinks. |
Earnings_per_Share_Computation
Earnings per Share - Computation of Earnings per Share (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Numerator: | ' | ' | ' | ' |
Net (loss) income from continuing operations | ($2,327) | ($2,113) | ($27,127) | $63,419 |
(Loss) income from discontinued operations, net of taxes | 50 | -1,207 | -1,064 | -2,377 |
Net (loss) income | -2,277 | -3,320 | -28,191 | 61,042 |
Less: Net loss attributable to noncontrolling interests | -88 | -1,114 | -165 | -1,508 |
Income (loss) available to common shareholders, in dollars | ($2,189) | ($2,206) | ($28,026) | $62,550 |
Denominator: | ' | ' | ' | ' |
Weighted average common shares outstanding - basic | 90,801,716 | 90,651,716 | 90,745,504 | 90,530,738 |
Weighted average common shares outstanding - diluted | 90,801,716 | 91,327,558 | 90,745,504 | 91,434,982 |
Basic earnings per share: | ' | ' | ' | ' |
Net (loss) income from continuing operations | ($0.03) | ($0.02) | ($0.30) | $0.70 |
(Loss) income from discontinued operations | $0 | ($0.01) | ($0.01) | ($0.03) |
Net (loss) income | ($0.03) | ($0.03) | ($0.31) | $0.67 |
Less loss attributable to noncontrolling interests | ($0.01) | ($0.01) | $0 | ($0.02) |
Net (loss) income available to common shareholders | ($0.02) | ($0.02) | ($0.31) | $0.69 |
Diluted earnings per share: | ' | ' | ' | ' |
Net (loss) income from continuing operations | ($0.03) | ($0.02) | ($0.30) | $0.69 |
(Loss) income from discontinued operations | $0 | ($0.01) | ($0.01) | ($0.02) |
Net (loss) income | ($0.03) | ($0.03) | ($0.31) | $0.67 |
Less (loss) attributable to noncontrolling interests | ($0.01) | ($0.01) | $0 | ($0.01) |
Net (loss) income available to common shareholders | ($0.02) | ($0.02) | ($0.31) | $0.68 |
Stock Options [Member] | ' | ' | ' | ' |
Denominator: | ' | ' | ' | ' |
Incremental shares related to share-based compensation | 0 | 451,548 | 0 | 548,468 |
Nonvested Shares [Member] | ' | ' | ' | ' |
Denominator: | ' | ' | ' | ' |
Incremental shares related to share-based compensation | 0 | 224,294 | 0 | 355,776 |
Earnings_per_Share_Antidilutiv
Earnings per Share - Antidilutive Securities (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' | ' |
Options granted | ' | ' | 600,000 | 6,900,000 |
Stock Options Granted Pursuant to a Non-Discretionary Anti-Dilution Provision | ' | ' | ' | 5,300,000 |
Weighted average exercise price of options granted | ' | ' | $0.53 | $0.77 |
Nonvested shares oustanding | 600,000 | 800,000 | 600,000 | 800,000 |
Stock Options [Member] | ' | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 8,578,000 | 7,384,000 | 8,435,000 | 6,877,000 |
Weighted average exercise price of stock otions | $0.68 | $0.76 | $0.69 | $0.77 |
Number of shares issued during the period excluded from computation of earnings per share | 600,000 | 6,400,000 | 400,000 | 5,900,000 |
Nonvested Awards [Member] | ' | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 700,000 | 600,000 | 700,000 | 600,000 |
Nonvested Awards [Member] | Minimum [Member] | ' | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' | ' |
Cliff vesting schedule | ' | ' | '5 years | '5 years |
Nonvested Awards [Member] | Maximum [Member] | ' | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' | ' |
Cliff vesting schedule | ' | ' | '10 years | '10 years |