Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Oct. 12, 2017 | Jun. 30, 2016 | |
Entity Information [Line Items] | |||
Entity Registrant Name | NOVATION COMPANIES, INC. | ||
Entity Central Index Key | 1,025,953 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Smaller Reporting Company | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2016 | ||
Document Fiscal Year Focus | 2,016 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Entity Common Stock, Shares Outstanding | 92,844,907 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $ 58,201,798 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Current Assets | ||
Cash and cash equivalents | $ 4,805 | $ 2,826 |
Estimated fair value, current | 9,943 | 17,500 |
Marketable securities, current | 17,500 | |
Other current assets | 644 | 1,119 |
Current assets of discontinued operations | 447 | 1,843 |
Total current assets | 15,839 | 23,288 |
Non-Current Assets | ||
Marketable securities, non-current | 1,397 | |
Other assets | 246 | 839 |
Non-current assets of discontinued operations | 0 | 6,415 |
Total non-current assets | 26,791 | 8,651 |
Total assets | 42,630 | 31,939 |
Current Liabilities | ||
Accounts payable and accrued expenses | 792 | 1,453 |
Current liabilities of discontinued operations | 0 | 2,470 |
Total current liabilities | 792 | 3,923 |
Non-Current Liabilities | ||
Senior notes | 0 | 88,385 |
Other liabilities | 71 | 391 |
Non-current liabilities of discontinued operations | 0 | 1,833 |
Total non-current liabilities | 71 | 90,609 |
Total liabilities not subject to compromise | 863 | 94,532 |
Liabilities subject to compromise | 90,966 | 0 |
Total liabilities | 91,829 | 94,532 |
Commitments and contingencies (Note 7) | ||
Capital stock, $0.01 par value per share, 120,000,000 shares authorized: | ||
Common stock, 92,844,907 and 92,748,753 shares issued and outstanding as of December 31, 2016 and 2015, respectively | 928 | 928 |
Additional paid-in capital | 744,873 | 744,575 |
Accumulated deficit | (804,319) | (809,532) |
Accumulated other comprehensive income | 9,319 | 1,436 |
Total shareholders' deficit | (49,199) | (62,593) |
Total liabilities and shareholders' deficit | $ 42,630 | $ 31,939 |
Consolidated Balance Sheets Con
Consolidated Balance Sheets Consolidated Balance Sheets - Parentheticals - $ / shares | Dec. 31, 2016 | Dec. 31, 2015 |
Shareholders' deficit: | ||
Capital stock, par value | $ 0.01 | $ 0.01 |
Capital stock, shares authorized | 120,000,000 | 120,000,000 |
Common stock, shares issued | 92,844,907 | 92,748,753 |
Common stock, shares outstanding | 92,844,907 | 92,748,753 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Income: | ||
Interest income – mortgage securities | $ 5,060 | $ 6,131 |
Total | 5,060 | 6,131 |
Operating Expenses: | ||
General and administrative | 4,367 | 5,704 |
Total | 4,367 | 5,704 |
Other income (expense) | 5,472 | (27) |
Reorganization items, net | 667 | 0 |
Interest expense | 3,606 | 3,193 |
Income (loss) from continuing operations before income taxes | 3,226 | (2,793) |
Income tax benefit | (21) | (28) |
Net income (loss) from continuing operations | 3,247 | (2,765) |
Income (loss) from discontinued operations, net of income taxes | 1,966 | (25,964) |
Net income (loss) | 5,213 | (28,729) |
Other comprehensive income (loss): | ||
Less reclassification gain included in net income | (3,672) | 0 |
Change in unrealized gain on marketable securities | 11,555 | |
Other comprehensive (income) loss | 7,883 | (1,183) |
Net comprehensive income (loss) | $ 13,096 | $ (29,912) |
Earnings (loss) per common share: | ||
Basic | $ 0.06 | $ (0.32) |
Diluted | $ 0.06 | $ (0.32) |
Weighted average basic common shares outstanding | 91,905,941 | 91,138,068 |
Weighted average diluted common shares outstanding | 91,905,941 | 91,138,068 |
Consolidated Statements of Shar
Consolidated Statements of Shareholders' Deficit - USD ($) $ in Thousands | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Income [Member] |
Balance at Dec. 31, 2014 | $ (33,350) | $ 915 | $ 743,919 | $ (780,803) | $ 2,619 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of nonvested shares | 13 | (13) | |||
Compensation recognized under stock compensation plans | 669 | 669 | |||
Net income (loss) | (28,729) | (28,729) | |||
Other comprehensive loss | (1,183) | (1,183) | |||
Balance at Dec. 31, 2015 | (62,593) | 928 | 744,575 | (809,532) | 1,436 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Compensation recognized under stock compensation plans | 298 | 298 | |||
Net income (loss) | 5,213 | 5,213 | |||
Other comprehensive loss | 7,883 | 7,883 | |||
Balance at Dec. 31, 2016 | $ (49,199) | $ 928 | $ 744,873 | $ (804,319) | $ 9,319 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Cash flows from operating activities: | ||
Net income (loss) | $ 5,213 | $ (28,729) |
Income (loss) from discontinued operations, net of income taxes | 1,966 | (25,964) |
Net income (loss) from continuing operations | 3,247 | (2,765) |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||
Gains on sales of marketable securities, net | (3,672) | 0 |
Non-cash reorganization items, net | (2,447) | 0 |
Accretion of marketable securities, net | 16 | (235) |
Amortization of deferred debt issuance costs and senior debt discount | 0 | 2,448 |
Other non-cash losses, net | 0 | 203 |
Compensation recognized under stock compensation plans | 274 | 669 |
Changes in: | ||
Due from discontinued operations | (26) | 89 |
Other current assets and liabilities, net | 183 | (1,346) |
Other noncurrent assets and liabilities, net | 225 | 57 |
Accounts payable and accrued expenses | 4,122 | (862) |
Net cash provided by (used in) operating activities of continuing operations | 1,922 | (1,742) |
Net cash used in operating activities of discontinued operations | (1,921) | (23,005) |
Net cash provided by (used in) operating activities | 1 | (24,747) |
Cash flows from investing activities: | ||
Proceeds from sales and maturities of marketable securities | 33,468 | 26,995 |
Proceeds from other investing activities, net | 0 | (2) |
Proceeds from paydowns of notes receivable | 21 | 0 |
Proceeds from sale of subsidiary | 7,643 | 0 |
Purchases of marketable securities | (39,520) | 0 |
Release of restricted cash | 368 | 0 |
Net cash provided by investing activities of continuing operations | 1,980 | 26,993 |
Net cash used in investing activities of discontinued operations | (159) | (4,490) |
Net cash provided by investing activities | 1,821 | 22,503 |
Cash flows from financing activities: | ||
Cash payments for contributions of capital to discontinued operations | (205) | (25,660) |
Net cash used in financing activities of continuing operations | (205) | (25,660) |
Net cash provided by financing activities of discontinued operations | 205 | 25,428 |
Net cash used in financing activities | 0 | (232) |
Net increase (decrease) in cash and cash equivalents, including discontinued operations | 1,822 | (2,476) |
Cash and cash equivalents, beginning of period including cash in assets held for sale | 3,178 | 5,654 |
Cash and cash equivalents, end of period including cash in assets held for sale | 5,000 | 3,178 |
Supplemental Disclosure of Cash Flow Information | ||
Cash paid for reorganization items | 902 | 0 |
Cash paid for interest | 0 | 871 |
Cash income taxes paid, net | (17) | (708) |
Cash received on mortgage securities - available-for-sale with no cost basis | $ 4,666 | $ 5,603 |
Basis of Presentation, Business
Basis of Presentation, Business Plan and Liquidity (Notes) | 12 Months Ended |
Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation, Business Plan and Liquidity [Text Block] | Basis of Presentation, Business Plan and Liquidity Description of Operations – Novation Companies, Inc. (the “Company” or “Novation” or “we” or “us”) has been implementing its strategy to acquire operating businesses or making other investments that generate taxable earnings. See Note 2 for a description of the Company's bankruptcy reorganization and see Note 11 for a description of the Healthcare Staffing, Inc. ("HCS") Acquisition (as defined below) and the Note Refinancing (as defined below), which were completed after the end of fiscal year 2016. Prior to 2016, Novation owned 100% of Corvisa LLC ("Corvisa"). On December 21, 2015, the Company entered into a Membership Interest Purchase Agreement (the "Corvisa Purchase Agreement") with Corvisa Services LLC ("Corvisa Services"), a wholly owned subsidiary of the Company, and ShoreTel, Inc. ("ShoreTel"). Subject to the terms and conditions under the Corvisa Purchase Agreement, ShoreTel agreed to purchase all of the membership interests of Corvisa (the "Corvisa Sale"). The Corvisa Sale closed on January 6, 2016. The operations of Corvisa have been classified as discontinued operations for all periods presented. Prior to 2015, the Company sold a portion of the assets and conducted an orderly wind-down of Advent Financial Services LLC ("Advent"), a financial settlement services provider for professional tax preparers nationwide. See Note 4 to the consolidated financial statements for additional information regarding the Company's divestiture activity. 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, the Company holds mortgage securities that continue to be a source of its earnings and cash flow. See Note 5 and Note 8 to the consolidated financial statements for additional information regarding these securities and the valuation thereof. Also as a result of those activities, the Company may, from time to time, receive indemnification and loan repurchase demands related to past sales of loans to securitization trusts and other third parties. See Note 7 to the consolidated financial statements for additional information regarding these demands. Liquidity and Going Concern – As of December 31, 2016 , the Company had approximately $4.8 million in unrestricted cash and cash equivalents. In addition, the Company held approximately $36.5 million in marketable securities, which consist of primarily agency mortgage-backed securities. The Company's marketable securities are classified as available-for-sale as of December 31, 2016 and are included in the current and non-current marketable securities line items on the consolidated balance sheet as of December 31, 2016 . For additional information regarding the Company's marketable securities, see the consolidated statements of cash flow and Note 5 to the consolidated financial statements. As discussed in Note 6 , the Company did not make the quarterly interest payments due in 2016, totaling $3.6 million , as required under the Company's three series of 2011 Notes and three related Indentures (each as defined in Note 6 ). These interest payments were not made within 30 days after they became due and payable, and remain unpaid, such non-payment constituting events of default under the Indentures. The trustee under any Indenture or the holders of not less than 25% of the aggregate principal amount of the outstanding 2011 Notes issued pursuant to such Indenture, by notice in writing to the Company (and to the trustee if given by the holders), was able to declare the principal amount of all of the 2011 Notes issued under such Indenture to be due and payable immediately. On May 9, 2016, the Company received a notice of acceleration with respect to the Series 1 2011 Notes and the Series 2 2011 Notes declaring all principal and unpaid interest immediately due and payable. A similar acceleration notice was received on June 6, 2016 with respect to the Series 3 2011 Notes. Because the 2011 Notes were expected to be impacted by the bankruptcy reorganization process, the Company discontinued accrued interest on the 2011 Notes after the date of the Bankruptcy Petitions (as defined below). As of December 31, 2016 the aggregate outstanding principal under the 2011 Notes was $85.9 million , and the recorded aggregate interest liability was $3.7 million . As discussed in Note 2 to the consolidated financial statements, the Company and three of its subsidiaries filed voluntary petitions (the “Bankruptcy Petitions”) for reorganization under Chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court for the District of Maryland (the “Bankruptcy Court”). These factors raise substantial doubt about the Company’s ability to continue as a going concern. We have taken action to alleviate the substantial doubt raised by our historical operating results and to satisfy expected liquidity needs that will arise with the 12 months from the issuance of these consolidated financial statements. These actions included completing our plan of reorganization, refinancing the terms of our 2011 Notes and acquiring an operating business, which is anticipated to be cash flow positive, each effective July 27, 2017. The terms of the refinanced 2011 Notes allow the Company to obtain additional financing based on the accounts receivable and inventory of operating subsidiaries. The Company is aggressively pursuing such financing. Other actions the Company has taken include significantly reducing corporate overhead costs. Excluding the cost of reorganization, the Company has reduced compensation and other general and administrative expense by reducing staff, eliminating office space and paring back other administrative costs. The Company acknowledges that it continues to face significant liquidity challenges. The cost of the bankruptcy proceedings have placed demands on the Company's liquidity resources. While no principal is due for many years on the Company's 2011 Notes, the on-going interest costs are significant and the rate is variable. If HCS and the Company's other investments do not perform as expected and/or we are unable to obtain other funding sources, we may not be able to meet financial obligations. The accompanying consolidated financial statements have been prepared on a basis that assumes the Company will continue as a going concern and contemplates the continuity of operations, realization of assets and the satisfaction of liabilities and commitments in the normal course of business. 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, liabilities subject to compromise and accounting for income taxes, including the determination of the timing of the establishment or release of the valuation allowance related to the deferred tax asset balances and reserves for uncertain tax positions. While the consolidated financial statements and footnotes reflect the best estimates and judgments of management at the time, actual results could differ significantly from those estimates. The 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. |
Basis of Presentation, Busines8
Basis of Presentation, Business Plan and Liquidity Going Concern (Notes) | 12 Months Ended |
Dec. 31, 2016 | |
Going Concern [Abstract] | |
Substantial Doubt about Going Concern [Text Block] | As of December 31, 2016 , the Company had approximately $4.8 million in unrestricted cash and cash equivalents. In addition, the Company held approximately $36.5 million in marketable securities, which consist of primarily agency mortgage-backed securities. The Company's marketable securities are classified as available-for-sale as of December 31, 2016 and are included in the current and non-current marketable securities line items on the consolidated balance sheet as of December 31, 2016 . For additional information regarding the Company's marketable securities, see the consolidated statements of cash flow and Note 5 to the consolidated financial statements. As discussed in Note 6 , the Company did not make the quarterly interest payments due in 2016, totaling $3.6 million , as required under the Company's three series of 2011 Notes and three related Indentures (each as defined in Note 6 ). These interest payments were not made within 30 days after they became due and payable, and remain unpaid, such non-payment constituting events of default under the Indentures. The trustee under any Indenture or the holders of not less than 25% of the aggregate principal amount of the outstanding 2011 Notes issued pursuant to such Indenture, by notice in writing to the Company (and to the trustee if given by the holders), was able to declare the principal amount of all of the 2011 Notes issued under such Indenture to be due and payable immediately. On May 9, 2016, the Company received a notice of acceleration with respect to the Series 1 2011 Notes and the Series 2 2011 Notes declaring all principal and unpaid interest immediately due and payable. A similar acceleration notice was received on June 6, 2016 with respect to the Series 3 2011 Notes. Because the 2011 Notes were expected to be impacted by the bankruptcy reorganization process, the Company discontinued accrued interest on the 2011 Notes after the date of the Bankruptcy Petitions (as defined below). As of December 31, 2016 the aggregate outstanding principal under the 2011 Notes was $85.9 million , and the recorded aggregate interest liability was $3.7 million . As discussed in Note 2 to the consolidated financial statements, the Company and three of its subsidiaries filed voluntary petitions (the “Bankruptcy Petitions”) for reorganization under Chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court for the District of Maryland (the “Bankruptcy Court”). These factors raise substantial doubt about the Company’s ability to continue as a going concern. We have taken action to alleviate the substantial doubt raised by our historical operating results and to satisfy expected liquidity needs that will arise with the 12 months from the issuance of these consolidated financial statements. These actions included completing our plan of reorganization, refinancing the terms of our 2011 Notes and acquiring an operating business, which is anticipated to be cash flow positive, each effective July 27, 2017. The terms of the refinanced 2011 Notes allow the Company to obtain additional financing based on the accounts receivable and inventory of operating subsidiaries. The Company is aggressively pursuing such financing. Other actions the Company has taken include significantly reducing corporate overhead costs. Excluding the cost of reorganization, the Company has reduced compensation and other general and administrative expense by reducing staff, eliminating office space and paring back other administrative costs. The Company acknowledges that it continues to face significant liquidity challenges. The cost of the bankruptcy proceedings have placed demands on the Company's liquidity resources. While no principal is due for many years on the Company's 2011 Notes, the on-going interest costs are significant and the rate is variable. If HCS and the Company's other investments do not perform as expected and/or we are unable to obtain other funding sources, we may not be able to meet financial obligations. The accompanying consolidated financial statements have been prepared on a basis that assumes the Company will continue as a going concern and contemplates the continuity of operations, realization of assets and the satisfaction of liabilities and commitments in the normal course of business. |
Reorganization (Notes)
Reorganization (Notes) | 12 Months Ended |
Dec. 31, 2016 | |
Reorganizations [Abstract] | |
Reorganization under Chapter 11 of US Bankruptcy Code Disclosure [Text Block] | Reorganization On July 20, 2016 , (the "Bankruptcy Petition Date"), Novation and three of its subsidiaries, NovaStar Mortgage LLC, NovaStar Mortgage Funding Corporation and 2114 Central LLC (collectively, the “Debtors”), filed the Bankruptcy Petitions for reorganization under Chapter 11 of the Bankruptcy Code in the Bankruptcy Court. The Debtors’ Chapter 11 cases (the “Chapter 11 Cases”) were being jointly administered under the case Novation Companies, Inc., et al, No. 16-19745-DER. The Company and one of its subsidiaries subsequently filed with the Bankruptcy Court, and amended, a plan of reorganization for the resolution of the outstanding claims against and interests pursuant to Section 1121(a) of the Bankruptcy Code (as amended and supplemented, the “Plan”) and a related disclosure statement. The Bankruptcy Court entered an order on June 12, 2017 confirming the Plan (the “Confirmation Order”) solely with respect to the Company, which provided that the effective date of the Plan will occur when all conditions precedent to effectiveness, as set forth in the Plan, have been satisfied or waived. Two of the conditions to the effectiveness of the Plan were (i) the closing of the Company’s acquisition (the “HCS Acquisition”) of all of the capital stock of HCS as discussed in Note 11 to the consolidated financial statements and (ii) the restructuring (the “Note Refinancing”) of the Company’s outstanding Series 1 Notes, Series 2 Notes and Series 3 Notes (collectively, the “2011 Notes”), held by Taberna Preferred Funding I, Ltd. (“Taberna I”), Taberna Preferred Funding II, Ltd. (“Taberna II”) and Kodiak CDO I, Ltd. (“Kodiak” and, together with Taberna I and Taberna II, the “Noteholders”), issued pursuant to three Indentures, each dated as of March 22, 2011, between the Company and The Bank of New York Mellon Trust Company, National Association. The HCS Acquisition and the Note Refinancing were completed on July 27, 2017, and are discussed in Note 11 to the consolidated financial statements. On July 27, 2017, upon the completion of the HCS Acquisition and the Note Refinancing, and the satisfaction or waiver of all other conditions precedent to effectiveness, the effective date of the Plan occurred and the Company filed a Notice of Occurrence of Effective Date of the Plan with the Bankruptcy Court. Under the Plan, holders of existing equity interests in the Company (i.e., the common stock) retain their interests. Beginning with the quarterly period ended September 30, 2016, the Company accounts for the bankruptcy in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 852, “Reorganizations.” The consolidated financial statements presented here include amounts classified as “liabilities subject to compromise.” This amount represents estimates of known or potential pre-petition claims that were expected to be resolved in connection with our Chapter 11 Cases. Additional amounts may be included in liabilities subject to compromise in future periods related to an election to reject executory contracts and unexpired leases as part of our Chapter 11 Cases. Due to the uncertain nature of many of the potential claims, the magnitude of potential claims is not reasonably estimable at this time. Potential claims not currently included with liabilities subject to compromise in our consolidated balance sheets may be material. Differences between amounts we are reporting as liabilities subject to compromise in this Annual Report on Form 10-K and the amounts attributable to such matters claimed by our creditors or approved by the Bankruptcy Court may be material. We continued to evaluate our liabilities throughout the Chapter 11 process and may make adjustments in future periods as necessary and appropriate. These adjustments may be material. Under the Bankruptcy Code, except with respect to the Company, which is bound by the Plan, we may assume, assign, or reject executory contracts and unexpired leases, subject to the approval of the Bankruptcy Court and other conditions. If we reject a contract or lease, such rejection generally is treated as a pre-petition breach of the contract or lease, subject to exceptions, relieves the Debtors of performing their future obligations under such contract or lease and entitles the counterparty thereto to a pre-petition general unsecured claim for damages caused by the breach. If we assume an executory contract or unexpired lease, we are generally required to cure any existing monetary defaults under the contract or lease and provide adequate assurance of future performance to the counterparty. Accordingly, any description of an executory contract or unexpired lease in this Annual Report on Form 10-K, including any quantification of our obligations under any such contract or lease, is wholly qualified by the rejection rights we have under the Bankruptcy Code. Further, nothing herein is or shall be deemed an admission with respect to any claim amounts or calculations arising from the rejection of any executory contract or unexpired lease and we expressly preserve all of our rights with respect thereto. As of December 31, 2016 , liabilities subject to compromise include (in thousands): Obligations under the 2011 Notes (see Note 6), including accrued interest through the petition date $ 89,626 Claims and other liabilities related to operating leases 715 Income tax liabilities 309 Liabilities associated with the discontinued operations of Advent 195 Other 121 Liabilities subject to compromise $ 90,966 To the best of our knowledge, we notified all of our known current or potential creditors that the Debtors have filed Chapter 11 Cases. In addition, on August 23, 2016, each of the Debtors filed the Schedules and Statements with the Bankruptcy Court. These documents set forth, among other things, the assets and liabilities of each of the Debtors, including executory contracts to which each of the Debtors is a party. The Schedules and Statements are subject to the qualifications and assumptions included therein, and were subject to amendment or modification as our Chapter 11 Cases proceed. Many of the claims identified in the Schedules and Statements are listed as disputed, contingent or unliquidated. In addition, there may be differences between the amounts for certain claims listed in the Schedules and Statements and the amounts claimed by our creditors. These differences were investigated and resolved as part of our claims resolution process in our Chapter 11 Cases. We have incurred significant costs associated with our reorganization and the Chapter 11 proceedings. These costs, which are being expensed as incurred, will significantly affect our results of operations. In addition, a non-cash charge to write-off the unamortized debt issuance costs related to our 2011 Notes is included in “Reorganization items, net” as these debt instruments are expected to be impacted by the bankruptcy reorganization process. For the year ended December 31, 2016 reorganization items include (in thousands): Adjustments to deferred debt issuance costs and senior debt premium $ 2,399 Professional fees (1,252 ) Adjustments to other liabilities for claims made or rejected contracts (449 ) Other (31 ) Reorganization items, net $ 667 |
Summary of Significant Accounti
Summary of Significant Accounting Policies (Notes) | 12 Months Ended |
Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting and Reporting Policies Cash and Cash Equivalents. Cash equivalents consist of liquid investments with an original maturity of three months or less. Cash equivalents are stated at cost, which approximates fair value. The Company maintains cash balances at one major financial institutions in the United States. Accounts are secured by the Federal Deposit Insurance Corporation up to $250,000. At December 31, 2016 , 49% of the Company’s cash and cash equivalents were with one institution. The uninsured balances of the Company’s unrestricted cash and cash equivalents accounts aggregated $4.3 million as of December 31, 2016 . Marketable Securities – Available-for-Sale. Marketable securities are stated at fair value in accordance with the relevant accounting guidance. The Company determines the fair value of its marketable securities based on pricing from our third party service provider and market prices from industry-standard independent data providers. Such market prices may be quoted prices in active markets for identical assets (Level 1 inputs) or pricing determined using inputs other than quoted prices that are observable either directly or indirectly (Level 2 inputs), such as yield curve, volatility factors, credit spreads, default rates, loss severity, current market and contractual prices for the underlying instruments or debt, broker and dealer quotes, as well as other relevant economic measures. To the extent observable inputs are not available, as is the case with the Company's mortgage securities – available-for-sale, the Company estimates fair value using significant unobservable inputs (Level 3 inputs). The methods and processes used to estimate the fair value of the Company's mortgage securities are discussed further below. Mortgage securities – available-for-sale represent beneficial interests the Company retains in securitization transactions which consist of residual interests (the “residual securities”) in certain components of the cash flows of the underlying mortgage loans to the securitization trusts. As payments are received on the residual securities, the payments are applied to the cost basis of the related mortgage securities. Each period, the accretable yield for each mortgage security is evaluated and, to the extent there has been a change in the estimated cash flows, it is adjusted and applied prospectively. The accretable yield is recorded as interest income with a corresponding increase to the carrying basis of the mortgage security. The Company estimates the fair value of its residual securities retained 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, market discount rates and forward yield curves commensurate with the risks involved, are used in estimating future cash flows. All of the Company's available-for-sale securities are reported at their estimated fair value with unrealized gains and losses reported in accumulated other comprehensive income. To the extent the cost basis of these securities exceeds the estimated 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 Company uses the specific identification method in computing realized gains or losses. Earnings Per Share (“EPS”). Basic EPS excludes dilution and is computed by dividing net income available to common shareholders by the weighted-average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the entity. Diluted EPS is calculated assuming all options, nonvested shares and performance-based awards of the Company's common stock have been exercised, unless the exercise would be antidilutive. See Note 9 to the consolidated financial statements for additional details on earnings per share calculation. Income Taxes. The Company had a gross deferred tax asset of $295.9 million and $282.1 million as of December 31, 2016 and 2015 , respectively. In determining the amount of deferred tax assets to recognize in the financial statements, the Company evaluates the likelihood of realizing such benefits in future periods. The income tax guidance requires the recognition of a valuation allowance if it is more likely than not that all or some portion of the deferred tax asset will not be realized. Income tax guidance indicates the more likely than not threshold is a level of likelihood that is more than 50%. Under the income tax guidance, companies are required to identify and consider all available evidence, both positive and negative, in determining whether it is more likely than not that all or some portion of its deferred tax assets will not be realized. Positive evidence includes, but is not limited to the following: cumulative earnings in recent years, earnings expected in future years, excess appreciated asset value over the tax basis and positive industry trends. Negative evidence includes, but is not limited to the following: cumulative losses in recent years, losses expected in future years, a history of operating losses or tax credit carryforwards expiring, and adverse industry trends. The weight given to the potential effect of negative and positive evidence should be commensurate with the extent to which it can be objectively verified. The more negative evidence that exists, the more positive evidence is required to counter to support a conclusion that a valuation allowance is not needed for all or some of the deferred tax assets. Cumulative losses in recent years are significant negative evidence that is difficult to overcome when determining the need for a valuation allowance. Similarly, cumulative earnings in recent years represent significant positive objective evidence. If the weight of the positive evidence is sufficient to support a conclusion that it is more likely than not that a deferred tax asset will be realized, a valuation allowance should not be recorded. The Company examines and weighs all available evidence (both positive and negative and both historical and forecasted) in the process of determining whether it is more likely than not that a deferred tax asset will be realized. The Company considers the relevance of historical and forecasted evidence when there has been a significant change in circumstances. Additionally, the Company evaluates the realization of its recorded deferred tax assets on an interim and annual basis. The Company does not record a full valuation allowance if the weight of the positive evidence exceeds the negative evidence and is sufficient to support a conclusion that it is more likely than not that its deferred tax asset will be realized. If a valuation allowance is necessary, the Company considers all sources of taxable income in determining the amount of valuation allowance to be recorded. Sources of taxable income identified in the income tax guidance include the following: 1) taxable income in prior carryback year, 2) future reversals of existing taxable temporary differences, 3) future taxable income exclusive of reversing temporary differences and carryforwards, and 4) tax planning strategies. The Company currently evaluates estimates of uncertainty in income taxes based upon a framework established in the income tax accounting guidance. The guidance prescribes a recognition threshold and measurement standard for the recognition and measurement of tax positions taken or expected to be taken in a tax return. In accordance with the guidance, the Company evaluates whether a tax position will more likely than not be sustained upon examination by the appropriate taxing authority. The Company measures the amount to recognize in its financial statements as the largest amount that is greater than 50% likely of being realized upon ultimate settlement. The recognition and measurement of tax benefits is often judgmental, and determinations regarding the tax benefit can change as additional developments occur relative to the issue. New Accounting Pronouncements In August 2014, the FASB issued Accounting Standards Update (“ASU”) No. 2014-15, Presentation of Financial Statements - Going Concern (Subtopic 205-40): Disclosure of Uncertainties About an Entity’s Ability to Continue as a Going Concern, which amended Going Concern (Topic 205) of the Accounting Standards Codification. This amendment provided guidance in generally accepted accounting principles about management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related disclosures. The Company has adopted this standard as of January 1, 2016. See the Company's evaluation in Note 1. In November 2016, the FASB issued ASU 2016-18, which amends ASC 230 to add or clarify guidance on the classification and presentation of restricted cash in the statement of cash flows. Key requirements of the ASU are as follows: • Cash and cash-equivalent balances in the statement of cash flows should include those amounts that are deemed to be restricted cash and restricted cash equivalents. • Under some circumstances, a reconciliation between the statement of financial position and the statement of cash flows must be disclosed. • Changes in restricted cash and restricted cash equivalents that result from transfers between cash, cash equivalents, and restricted cash and restricted cash equivalents should not be presented as cash flow activities in the statement of cash flows. • Information regarding the nature of restrictions on cash and cash equivalents must be disclosed. This guidance is effective for fiscal years beginning after December 15, 2017, including interim periods therein. The impact of this guidance will be determined based on the amounts of cash and restricted cash upon implementation, but is not expected to be material. In August 2016, the FASB issued ASU 2016-15, which amends the guidance in ASC 230 on the classification of certain cash receipts and payments in the statement of cash flows. The primary purpose of the ASU is to reduce the diversity in practice that has resulted from the lack of consistent principles on this topic. The ASU’s amendments add or clarify guidance on eight cash flow issues: • Debt prepayment or debt extinguishment costs. • Settlement of zero-coupon debt instruments or other debt instruments with coupon interest rates that are insignificant in relation to the effective interest rate of the borrowing. • Contingent consideration payments made after a business combination. • Proceeds from the settlement of insurance claims. • Proceeds from the settlement of corporate-owned life insurance policies, including bank-owned life insurance policies. • Distributions received from equity method investees. • Beneficial interests in securitization transactions. • Separately identifiable cash flows and application of the predominance principle. For the Company, the new standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. Management has not determined if this guidance will have a significant impact on its consolidated financial statements. In February 2016, the FASB issued ASU 2016-02 Leases, a new standard on accounting for leases. ASU 2016-02 introduces a lessee model that brings most leases on the balance sheet. The new standard also aligns many of the underlying principles of the new lessor model with those in ASC 606, the FASB’s new revenue recognition standard (e.g., those related to evaluating when profit can be recognized). Furthermore, this ASU addresses other concerns related to the current leases model. For example, this ASU eliminates the requirement in current GAAP for an entity to use bright-line tests in determining lease classification. The standard also requires lessors to increase the transparency of their exposure to changes in value of their residual assets and how they manage that exposure. The new model represents a wholesale change to lease accounting. As a result, entities will face significant implementation challenges during the transition period and beyond, such as those related to: • Applying judgment and estimating. • Managing the complexities of data collection, storage, and maintenance. • Enhancing information technology systems to ensure their ability to perform the calculations necessary for compliance with reporting requirements. • Refining internal controls and other business processes related to leases. • Determining whether debt covenants are likely to be affected and, if so, working with lenders to avoid violations; and • Addressing any income tax implications. For the Company, the new standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Management has not yet determined if this guidance will have a significant impact on its consolidated financial statements. In January 2016, the FASB issued ASU 2016-01 Recognition and Measurement of Financial Assets and Financial Liabilities, which amends the guidance in GAAP on the classification and measurement of financial instruments. Although the ASU retains many current requirements, it significantly revises an entity’s accounting related to (1) the classification and measurement of investments in equity securities and (2) the presentation of certain fair value changes for financial liabilities measured at fair value. This ASU also amends certain disclosure requirements associated with the fair value of financial instruments. For Novation, the new standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. Management has not yet determined if this guidance will have a significant impact on its consolidated financial statements. |
Divestitures - (Notes)
Divestitures - (Notes) | 12 Months Ended |
Dec. 31, 2016 | |
Discontinued Operations [Abstract] | |
Disposal Groups, Including Discontinued Operations, Disclosure [Text Block] | Divestitures On December 21, 2015, the Company entered into the Corvisa Purchase Agreement with Corvisa Services and ShoreTel. Subject to the terms and conditions of the Corvisa Purchase Agreement, ShoreTel agreed to purchase 100% of the membership interests of Corvisa. The Corvisa Sale closed on January 6, 2016. The aggregate consideration for the transaction included approximately $8.4 million in cash, subject to a potential post-closing working capital adjustment, of which amount approximately $7.0 million was paid at the closing and the following was deposited in escrow: (i) approximately $1.0 million for a period of twelve months to secure certain indemnification obligations of the Company; and (ii) $0.35 million to secure certain obligations of the Company in connection with the post-closing working capital adjustment. In connection with the Corvisa Sale, the Company and ShoreTel also agreed to enter into a Transition Services Agreement pursuant to which each of the Company and ShoreTel would provide the other with specified services for a transition period following the closing. The Company does not expect the cash flows associated with these services to be significant to Corvisa, and the Company will have no significant continuing involvement with Corvisa beyond these services. During 2015, the Company incurred approximately $0.8 million in severance and related one-time termination benefits associated with this transaction. Approximately $0.1 million of this expense was included in current liabilities of discontinued operations as of December 31, 2015. Also during 2015, the Company incurred approximately $0.5 million of legal and audit fees related to this transaction. These costs are included in the loss from discontinued operations line item in the consolidated statement of operations. The Company recognized a gain on the transaction of $1.4 million during 2016, which is reflected in the income (loss) from discontinued operations. Also included in discontinued operations during 2016 are transaction-related costs that were contingent upon the closing of the sale. These costs include approximately $0.3 million of earned bonus payments to a Corvisa executive, $1.0 million of advisory fees and $0.1 million of other transaction-related costs. At ShoreTel’s request, the Company disposed of Corvisa’s third-party software implementation consulting business in December 2015. The Company sold the assets related exclusively to this business, including but not limited to customer contracts, computer hardware and marketing materials, to Canpango LLC (“Canpango”), which agreed to hire certain employees of the business, to assume Corvisa’s obligations under the customer contracts, and to pay to the Company a portion of the business’s existing accounts receivable collected in the next nine months, less associated collection costs. Canpango is led by a former employee of Corvisa, and certain current and former employees of Corvisa have financial interests in Canpango. The sales price, assets and operations related exclusively to this business were not material to the Company’s consolidated financial statements when taken as a whole. Prior to 2015, Advent sold certain intellectual property, software, and customer data to an unrelated entity and conducted an orderly winding-down of Advent’s remaining business and operations. As the run-off operations are substantially complete, and as the Company will not have any significant continuing involvement in Advent, the operations of Advent have been classified as discontinued operations for all periods presented. Results of Discontinued Operations During 2016, net income from discontinued operations consists of the net operating income and losses of the disposed entities and any necessary eliminations through the date of sale or disposal, the gain on the Corvisa Sale and any transaction-related expenses, along with any income tax impact. During 2015, net income from discontinued operations consists of the net operating income and losses of the disposed entities and any necessary eliminations and income tax expense. The results of the Company's discontinued operations are summarized below (dollars in thousands): For the Year Ended 2016 2015 Service fee income $ — $ 3,254 Income from discontinued operations before income taxes $ 1,966 $ (25,964 ) Income tax expense — — Income from discontinued operations, net of income taxes $ 1,966 $ (25,964 ) The assets and liabilities of discontinued operations as of December 31, 2016 , shown below in thousands, include those of Advent. As of December 2015, the assets and liabilities of discontinued operations include those of Advent and Corvisa. December 31, 2016 2015 Assets Current Assets Cash and cash equivalents $ 195 $ 352 Service fee receivable, net — 282 Other current assets 252 1,209 Total current assets 447 1,843 Non-Current Assets Property and equipment, net of accumulated depreciation — 5,708 Other assets — 707 Total non-current assets — 6,415 Total assets $ 447 $ 8,258 Liabilities Current liabilities $ — $ 2,470 Non-current liabilities — 1,833 Liabilities subject to compromise 195 — Total liabilities $ 195 $ 4,303 |
Marketable Securities (Notes)
Marketable Securities (Notes) | 12 Months Ended |
Dec. 31, 2016 | |
Investments, Debt and Equity Securities [Abstract] | |
Mortgage Securities [Table Text Block] | Marketable Securities The following table presents certain information on the Company's portfolio of available-for-sale securities (dollars in thousands): As of December 31, 2016 Amortized Cost Gross Unrealized Estimated Fair Value Description of Securities Gains Losses Marketable securities, current Mortgage securities $ 450 $ 9,341 $ — $ 9,791 Equity securities 112 47 (7 ) 152 Total $ 562 $ 9,388 $ (7 ) $ 9,943 Marketable securities, non-current Agency mortgage-backed securities $ 26,607 $ — $ (62 ) $ 26,545 As of December 31, 2015 Amortized Cost Gross Unrealized Estimated Fair Value Description of Securities Gains Losses Marketable securities, current Corporate notes and bonds $ 15,517 $ — $ (28 ) $ 15,489 Mortgage securities 525 1,486 — 2,011 Total $ 16,042 $ 1,486 $ (28 ) $ 17,500 Marketable securities, non-current Corporate notes and bonds $ 1,419 $ — $ (22 ) $ 1,397 Prior to 2015, 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. As of December 31, 2016 and 2015 , the mortgage securities classified as current consisted entirely of the Company's investment in the residual securities issued by securitization trusts sponsored by the Company. Residual securities consist of interest-only and overcollateralization bonds. There were no other-than-temporary impairments relating to available-for-sale securities for 2016 and 2015. The average remaining maturities of the Company’s short-term and long-term available-for-sale investments as of December 31, 2016 were approximately six and 21 months, respectively. Maturities of mortgage securities owned by the Company depend on repayment characteristics and experience of the underlying financial instruments. See Note 8 to the consolidated financial statements for details on the Company's fair value methodology. The following table relates to the securitizations where the Company retained an interest in the assets issued by the securitization trust (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 December 31, 2016 $ 3,185,270 9,943 $ — $ 9,943 $ — $ 5,135 December 31, 2015 $ 3,601,468 $ 2,011 $ — $ 2,011 $ — $ 6,287 (A) Size/Principal Outstanding reflects the estimated principal of the underlying assets held by the securitization trust. (B) Assets on balance sheet are securities issued by the entity and are recorded in the current marketable securities line item of the consolidated balance sheets. (C) The maximum exposure to loss includes the assets held by the Company. The maximum exposure to loss assumes a total loss on the referenced assets held by the securitization trust. The Company invests in liquid marketable securities, including equities, corporate bonds and traditional mortgage-backed securities in order to supplement earnings. During 2016, other income includes realized gains of $3.7 million and interest and dividends of $1.7 million from this investing activity. During 2015, other expense includes $20 thousand of interest income. |
Borrowings (Notes)
Borrowings (Notes) | 12 Months Ended |
Dec. 31, 2016 | |
Borrowings [Abstract] | |
Borrowings [Text Block] | Borrowings - 2011 Notes As of December 31, 2016, the Company had outstanding three series of unsecured senior notes (collectively, the "2011 Notes") pursuant to three separate indentures (collectively, the “Indentures”) with an aggregate principal balance of $85.9 million . The 2011 Notes were created through an exchange of the Company's previously outstanding junior subordinated notes that occurred prior to 2015. This exchange was considered a modification of a debt instrument for accounting purposes. Through the Bankruptcy Petition Date, the Company used the effective interest method to accrete from the principal balance as of the modification date to the carrying balance as of any reporting date. As of the Bankruptcy Petition Date, the Company charged off the entire difference between the contractual principal amount of the 2011 Notes and their carrying value as these notes were impacted by the bankruptcy reorganization process. The 2011 Notes accrued interest at a rate of 1.0% per annum until January 1, 2016 and then accrued interest at a rate of three-month LIBOR plus 3.5% per annum (the “Full Rate”). Interest on the 2011 Notes was payable on a quarterly basis and no principal payments were due until maturity on March 30, 2033. The Company did not make the quarterly interest payments due on March 30, 2016 totaling $0.9 million . These interest payments were not made within 30 days after they became due and payable, and remain unpaid, such non-payments constituting events of default under the Indentures. As a result, the 2011 Notes were classified as current liabilities. The trustee under any Indenture or the holders of not less than 25% of the aggregate principal amount of the outstanding 2011 Notes issued pursuant to such Indenture, by notice in writing to the Company (and to the trustee if given by the holders), was able to declare the principal amount of all the 2011 Notes issued under such Indenture to be due and payable immediately. On May 9, 2016, the Company received a notice of acceleration with respect to the Series 1 2011 Notes and the Series 2 2011 Notes, declaring all principal and unpaid interest immediately due and payable. A similar acceleration notice was received on June 6, 2016 with respect to the Series 3 2011 Notes. The aggregate outstanding principal under the 2011 Notes was $85.9 million and the aggregate recorded interest liability is $3.7 million . The principal and recorded unpaid interest are classified as liabilities subject to compromise in the Company's consolidated balance sheet. As discussed in Note 11 to the consolidated financial statements, on July 27, 2017 the 2011 Notes were exchanged for the 2017 Notes (as defined in Note 11). |
Commitments and Contingencies (
Commitments and Contingencies (Notes) | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Contingencies . Prior to 2008, the Company originated, purchased, securitized, sold, invested in and serviced residential nonconforming mortgage loans and mortgage securities. The Company has received indemnification and loan repurchase demands with respect to alleged violations of representations and warranties (“defects”) and with respect to other alleged misrepresentations and contractual commitments made in loan sale and securitization agreements. These demands have been received substantially beginning in 2006 and have continued into recent years. Prior to the Company ceasing the origination of loans in its mortgage lending business, it sold loans to securitization trusts and other third parties and agreed to repurchase loans with material defects and to otherwise indemnify parties to these transactions. Beginning in 1997 and ending in 2007, affiliates of the Company sold loans to securitization trusts and third parties with the potential of such obligations. The aggregate original principal balance of these loans was $43.1 billion at the time of sale or securitization. The remaining principal balance of these loans is not available as these loans are serviced by third parties and may have been refinanced, sold or liquidated. Claims to repurchase loans or to indemnify under securitization documents have not been acknowledged as valid by the Company. In some cases, claims were made against affiliates of the Company that have ceased operations and have no or limited assets. The Company has not repurchased any loans or made any such indemnification payments since 2010. Historically, repurchases of loans or indemnification of losses where a loan defect has been alleged have been insignificant and any future losses for alleged loan defects have not been deemed to be probable or reasonably estimable; therefore, the Company has recorded no reserves related to these claims. The Company does not use internal groupings for purposes of determining the status of these loans. The Company is unable to develop an estimate of the maximum potential amount of future payments related to repurchase demands because the Company does not have access to information relating to loans sold and securitized and the number or amount of claims deemed probable of assertion is not known nor is it reasonably estimated. Further, the validity of claims received remains questionable. Also, considering that the Company completed its last sale or securitization of loans during 2007, the Company believes that it will be difficult for a claimant to successfully validate any additional repurchase demands. Management does not expect that the potential impact of claims will be material to the Company's consolidated financial statements. Pending Litigation . The Company is a party to various legal proceedings. Except as set forth below, these proceedings are of an ordinary and routine nature. Any legal fees associated with these proceedings are expensed as incurred. Although it is not possible to predict the outcome of any legal proceeding, in the opinion of management, other than the active proceedings described in detail below, proceedings and actions against the Company should not, individually, or in the aggregate, have a material effect on the Company's financial condition, operations and liquidity. Furthermore, due to the uncertainty of any potential loss as a result of pending litigation and due to the Company's belief that an adverse ruling is not probable, the Company has not accrued a loss contingency related to the following matters in its consolidated financial statements. However, a material outcome in one or more of the active proceedings described below could have a material impact on the results of operations in a particular quarter or fiscal year. See Note 2 to the consolidated financial statements for a description of the impact of the Company's Chapter 11 Cases on these proceedings. On May 21, 2008, a purported class action case was filed in the Supreme Court of the State of New York, New York County, by the New Jersey Carpenters' Health Fund, on behalf of itself and all others similarly situated. Defendants in the case included NovaStar Mortgage Funding Corporation (“NMFC”) and NovaStar Mortgage, Inc. ("NMI"), wholly-owned subsidiaries of the Company, and NMFC's individual directors, several securitization trusts sponsored by the Company (“affiliated defendants”) and several unaffiliated investment banks and credit rating agencies. The case was removed to the United States District Court for the Southern District of New York. On June 16, 2009, the plaintiff filed an amended complaint. The plaintiff seeks monetary damages, alleging that the defendants violated sections 11, 12 and 15 of the Securities Act of 1933, as amended, by making allegedly false statements regarding mortgage loans that served as collateral for securities purchased by the plaintiff and the purported class members. On August 31, 2009, the Company filed a motion to dismiss the plaintiff's claims, which the court granted on March 31, 2011, with leave to amend. The plaintiff filed a second amended complaint on May 16, 2011, and the Company again filed a motion to dismiss. On March 29, 2012, the court dismissed the plaintiff's second amended complaint with prejudice and without leave to replead. The plaintiff filed an appeal. On March 1, 2013, the appellate court reversed the judgment of the lower court, which had dismissed the case. Also, the appellate court vacated the judgment of the lower court which had held that the plaintiff lacked standing, even as a class representative, to sue on behalf of investors in securities in which plaintiff had not invested, and the appellate court remanded the case back to the lower court for further proceedings. On April 23, 2013 the plaintiff filed its memorandum with the lower court seeking a reconsideration of the earlier dismissal of plaintiff's claims as to five offerings in which plaintiff was not invested, and on February 5, 2015 the lower court granted plaintiff's motion for reconsideration and vacated its earlier dismissal. On March 8, 2017, the affiliated defendants and all other parties executed an agreement to settle the action, with the contribution of the affiliated defendants to the settlement fund being paid by their insurance carriers. The court certified a settlement class and granted preliminary approval to the settlement on May 10, 2017. One member of the settlement class objected to the settlement and sought a stay of the final settlement approval hearing on the ground that it did not receive notice of the settlement and had no opportunity to timely opt out of the class. After the court rejected the motion for a stay, the objector filed an appeal and requested a stay of the district court proceedings pending disposition of the appeal. The court of appeals denied the temporary stay of the district court proceedings, opening the way for the District Court to conduct the final settlement approval hearing. Assuming the settlement is approved and completed, which is expected, the Company will incur no loss. If the settlement is not approved, 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 August 24, 2012, the plaintiff filed an amended complaint making essentially the same claims against NMFC. NMFC filed a motion to dismiss the amended complaint which was denied on September 12, 2013. The defendants had claimed that the case should be dismissed based upon a statute of limitations and sought an appeal of the court's denial of this defense. An interlocutory appeal of this issue was allowed, and on August 27, 2013, the Tenth Circuit affirmed the lower court’s denial of defendants’ motion to dismiss the plaintiff’s claims as being time barred; the appellate court held that the Extender Statute, 12 U.S.C. §1787(b)(14) applied to plaintiff’s claims. On June 16, 2014, the United States Supreme Court granted a petition of NMFC and its co-defendants for certiorari, vacated the ruling of the Tenth Circuit, and remanded the case back to that court for further consideration in light of the Supreme Court’s decision in CTS Corp. v. Waldburger, 134 S. Ct. 2175 (2014). On August 19, 2014, the Tenth Circuit reaffirmed its prior decision, and on October 2, 2014 the defendants filed a petition for writ of certiorari with the Supreme Court, which was denied. On March 22, 2016, NMFC filed motions for summary judgment, and plaintiff filed a motion for partial summary judgment. Those motions remain pending. Given that plaintiff did not file a timely proof of claim in NMFC’s bankruptcy case, the Company believes it is likely that the case will be dismissed. The Company believes that NMFC has meritorious defenses to the case and expects it to defend the case vigorously in the event it proceeds. On February 28, 2013 the Federal Housing Finance Agency, as conservator for the Federal Home Loan Mortgage Corporation (Freddie Mac) and on behalf of the Trustee of the NovaStar Mortgage Funding Trust, Series 2007-1 (the “Trust”), a securitization trust in which the Company retains a residual interest, filed a summons with notice in the Supreme Court of the State of New York, County of New York against the Company and NMI. The notice provides that this is a breach of contract action with respect to certain, unspecified mortgage loans and defendant's failure to repurchase such loans under the applicable agreements. Plaintiff alleges that defendants, from the closing date of the transaction that created the Trust, were aware of the breach of the representations and warranties made and failed to notice and cure such breaches, and due to the failure of defendants to cure any breach, notice to defendants would have been futile. The summons with notice was not served until June 28, 2013. By letter dated June 24, 2013, the Trustee of the Trust forwarded a notice from Freddie Mac alleging breaches of representations and warranties with respect to 43 loans, as more fully set forth in included documentation. The 43 loans had an aggregate, original principal balance of about $6.5 million . On August 19, 2013, Deutsche Bank National Trust Company, as Trustee, filed a complaint identifying alleged breaches of representations and warranties with respect to seven loans that were included in the earlier list of 43 loans. Plaintiff also generally alleged a trust-wide breach of representations and warranties by defendants with respect to loans sold and transferred to the trust. Plaintiff seeks specific performance of repurchase obligations; compensatory, consequential, recessionary and equitable damages for breach of contract; specific performance and damages for anticipatory breach of contract; and indemnification (indemnification against NMI only). On October 9, 2013, the Company and NMI filed a motion to dismiss plaintiff’s complaint. This motion to dismiss was withdrawn after plaintiff filed an amended complaint on January 28, 2014, and on March 4, 2014 the Company and NMI filed a motion to dismiss the amended complaint. Given the stage of the litigation, the Company cannot provide an estimate of the range of any loss. The Company believes that it has meritorious defenses to the case and expects to defend the case vigorously. |
Fair Value Accounting (Notes)
Fair Value Accounting (Notes) | 12 Months Ended |
Dec. 31, 2016 | |
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(in thousands): December 31, 2016 Fair Value Measurements at Reporting Date Using Description Fair Value Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets: Marketable securities, current $ 9,943 $ 152 $ — $ 9,791 Marketable securities, non-current 26,545 26,545 — — Total $ 36,488 $ 26,697 $ — $ 9,791 December 31, 2015 Fair Value Measurements at Reporting Date Using Description Fair Value Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets: Marketable securities, current: Corporate notes and bonds $ 15,489 $ — $ 15,489 $ — Mortgage securities 2,011 — — 2,011 Marketable securities, non-current: Corporate notes and bonds 1,397 — 1,397 — Total $ 18,897 $ — $ 16,886 $ 2,011 Valuation Methods and Processes When available, the Company determines the fair value of its marketable securities using market prices from industry-standard independent data providers. Market prices may be quoted prices in active markets for identical assets (Level 1 inputs) or pricing determined using inputs other than quoted prices that are observable either directly or indirectly (Level 2 inputs), such as yield curve, volatility factors, credit spreads, default rates, loss severity, current market and contractual prices for the underlying instruments or debt, broker and dealer quotes, as well as other relevant economic measures. To the extent observable inputs are not available, as is the case with the Company's retained mortgage securities, the Company estimates fair value using present value techniques and generally does not have the option to choose other valuation methods for these securities. The methods and processes used to estimate the fair value of the Company's retained mortgage securities are discussed further below. There have been no significant changes to the Company's valuation techniques. Accordingly, there have been no material changes to the consolidated financial statements resulting from changes to our valuation techniques. The Company's marketable securities are classified as available-for-sale and are reported at their estimated fair value with unrealized gains and losses reported in accumulated other comprehensive income. To the extent that the cost basis of the Company's marketable securities exceeds the fair value and the unrealized loss is considered to be other than temporary, an impairment charge is recognized and the amount recorded in accumulated other comprehensive income or loss is reclassified to earnings as a realized loss. The specific identification method is used in computing realized gains or losses. Mortgage securities - available-for-sale . The Company's mortgage securities include traditional agency mortgage-backed securities, with valuations based on quoted prices in active markets for identical assets (Level 1). Additionally, mortgage securities include investments that were retained during the Company's lending and securitization process, conducted prior to 2015. For these securities, the Company maintains the right to receive excess interest and other cash flow generated through the mortgage loan securitization vehicle. The Company receives the difference between the interest on the mortgage loans and the interest paid to the securitization bondholders. The Company also owns overcollateralization ("OC") classes of various securitization trusts. These OC bonds represent the difference in the principal of the underlying mortgage loans compared to the bonds sold to third parties. This extra collateral serves as a cushion for losses that have and may occur in the underlying mortgage pool. The OC bonds may receive cash if and when it is determined that actual losses are less than expectations. As of December 31, 2016 , the aggregate overcollateralization was $27.0 million . The timing and amount of cash to be generated by the OC bonds is contingent upon the performance of the underlying mortgage loan collateral. The independent loan servicer controls and manages the individual mortgage loans and therefore the Company has no control over the loan performance. Collectively, these mortgage securities are identified by the Company as "retained mortgage securities," in order to distinguish them from the Company's traditional agency mortgage-backed securities. Retained mortgage-backed securities are valued at each reporting date using significant unobservable inputs (Level 3) by discounting the expected cash flows. An independent valuation specialist has been engaged to assist management in estimating cash flows and values for the Company's mortgage securities. It is the Company's responsibility for the overall resulting valuation. The critical assumptions used in estimating the value of the mortgage securities include market interest rates, rate and severity of default, prepayment speeds and how long the security will continue to provide cash flow. To determine the assumptions, the Company and its independent valuation specialist rely primarily on historical mortgage loan performance and appropriate general economic indicators. The Company continuously reviews the assumptions used and monitors the efforts of the independent valuation specialist used to value the retained mortgage securities. As a result of this review during 2016, the Company and its independent valuation specialist revised key assumptions, leading to an increase in the expected cash flow and estimated value of these securities. The significant assumptions used in preparing the fair value estimates are: As of December 31, 2016 (A) 2015 Weighted average: Loss severity 49.6 % 121.6 % Default rate 2.1 % 1.3 % (B) Prepayment speed 9.8 % 9.8 % Servicer's optional redemption date None 2 years from valuation date (A) For the 2016 assessment, rates are for actual historical performance of these individual loans based on most recent 24 months. The model also considers 12 and 36 month history and predicts performance using this information combined with other fundamental economic information. (B) Prior to 2016, the model assumed a graduated default rate to a maximum. Rate is the initial month's default rate. Management and its valuation specialist previously relied heavily on historical general industry average performance of non-prime mortgage loans in developing loan-specific assumptions. Management and the valuation specialist believed that the overall performance of non-prime loans was a predictor for how the loans underlying the Company's retained mortgage securities would perform. However, market trends for housing prices, labor statistics and other economic factors have consistently improved for several years. The performance of the specific loans underlying the Company's retained mortgage securities is substantially better than that of non-prime loans in general. Sufficient time has passed to suggest that these trends are sustainable. Therefore, the revised assumptions used in 2016 rely more heavily on the specific performance of the loans underlying the Company's retained mortgage securities. Better performance by the underlying mortgage loans generally results in more estimated cash flow and higher values for our retained mortgage securities. Furthermore, while management and its valuation specialist previously assumed that a reasonable servicer would exercise its optional redemption, this has not occurred and there is no indication it will occur. Therefore, in 2016 we have revised the assumption regarding the time at which the servicer will exercise its option. This serves to extend the term over which the Company expects to receive cash from the excess interest securities, which also results in higher estimated fair values. The improving loan performance and therefore the changes in our assumptions during 2016 resulted in a change in estimate of the value of retained mortgage securities, resulting in an increase the estimated fair value of marketable securities, current and other comprehensive income and a decrease in the total stockholders’ deficit by $8.2 million . Adjustments to assets and liabilities measured at fair value on a recurring and nonrecurring basis did not have a material impact on the earnings of continuing operations for any period presented. The following table provides 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) (dollars in thousands): For the Year Ended 2016 2015 Balance, beginning of period $ 2,011 $ 3,381 Increases (decreases) to mortgage securities – available-for-sale: Accretion of income (A) 394 528 Proceeds from paydowns of securities (A) (469 ) (685 ) Mark-to-market value adjustment 7,855 (1,213 ) Net increases (decreases) to mortgage securities – available-for-sale 7,780 (1,370 ) Balance, end of period $ 9,791 $ 2,011 (A) Cash received on mortgage securities with no cost basis was $4.7 million and $5.6 million during 2016 and 2015 , respectively. The following disclosure of the estimated fair value of financial instruments presents amounts that have been determined using available market information and appropriate valuation methodologies. However, considerable judgment is required to interpret market data to develop the estimates of fair value. Accordingly, the estimates presented herein are not necessarily indicative of the amounts that could be realized in a current market exchange. The use of different market assumptions or estimation methodologies could have a material impact on the estimated fair value amounts. The fair value of short-term financial assets and liabilities, such as service fees receivable, notes receivable, and accounts payable and accrued expenses are not included in the following table as their fair value approximates their carrying value. The estimated fair values of the Company's financial instruments are as follows as of December 31, 2016 and 2015 (dollars in thousands): As of December 31, 2016 2015 Carrying Value Fair Value Carrying Value Fair Value Financial assets: Marketable securities $ 36,488 $ 36,488 $ 18,897 $ 18,897 Financial liabilities: 2011 notes $ 85,937 $ 23,349 $ 88,385 $ 18,331 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. 2011 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 2011 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. The increase in fair value for the senior notes when comparing December 31, 2016 to December 31, 2015 relates to the increase in the forward LIBOR, which is market driven. |
Earnings per Share (Notes)
Earnings per Share (Notes) | 12 Months Ended |
Dec. 31, 2016 | |
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 computations of basic and diluted earnings per share for 2016 and 2015 (dollars in thousands, except share and per share amounts) are as follows: For the Year Ended 2016 2015 Numerator: Net income (loss) from continuing operations $ 3,247 $ (2,765 ) Income (loss) from discontinued operations 1,966 (25,964 ) Net income (loss) $ 5,213 $ (28,729 ) Denominator: Weighted average common shares outstanding – basic 91,905,941 91,138,068 Weighted average common shares outstanding – diluted: Weighted average common shares outstanding – basic 91,905,941 91,138,068 Stock options — — Nonvested shares — — Weighted average common shares outstanding – diluted 91,905,941 91,138,068 Basic earnings per share: Net income (loss) from continuing operations $ 0.04 $ (0.03 ) Income (loss) from discontinued operations 0.02 (0.29 ) Net income (loss) $ 0.06 $ (0.32 ) Diluted earnings per share: Net income (loss) from continuing operations $ 0.04 $ (0.03 ) Income (loss) from discontinued operations 0.02 (0.29 ) Net income (loss) $ 0.06 $ (0.32 ) 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 (loss) 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 Year Ended 2016 2015 Number of stock options 4,719 10,549 Weighted average exercise price of stock options $ 0.68 $ 0.62 During 2016 the Company granted 0.1 million nonvested shares to a director and these shares vested in 2016. During 2015 the Company granted 1.4 million options to purchase shares of common stock at a weighted average exercise price of $0.51 . The weighted average impact of 0.7 million of the options granted during 2015 is included in the table above for 2015. The Company granted 1.3 million nonvested shares to its directors in 2015. These shares vested during 2016. The weighted average impact of 0.5 million of the nonvested shares granted during 2015 were not included in the calculation of earnings per share for 2015, because they were anti-dilutive. As of December 31, 2016 and 2015, respectively, the Company had approximately 0.1 million and 1.4 million nonvested shares outstanding. The nonvested shares granted during 2015 vested during the current year. The remaining restricted shares outstanding as of December 31, 2016 are schedule to vest in 2017. The weighted average impact of 0.9 million and 0.8 million nonvested shares were not included in the calculation of earnings per share for 2016 and 2015, respectively, because they were anti-dilutive. |
Income Taxes (Notes)
Income Taxes (Notes) | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The components of income tax benefit from continuing operations are (in thousands): For the Year Ended December 31, 2016 2015 Current: Federal $ (14 ) $ (13 ) State and local (7 ) (15 ) Total current $ (21 ) $ (28 ) Below is a reconciliation of the expected federal income tax expense using the federal statutory tax rate of 35% to the Company’s actual income tax benefit and resulting effective tax rate (in thousands). For the Year Ended December 31, 2016 2015 Income tax (benefit) at statutory rate $ 1,129 $ (977 ) State income taxes, net of federal tax benefit 211 (96 ) Valuation allowance 14,595 2,519 Change in state tax rate (16,475 ) — State tax credits — 488 Adjustment to deferred tax asset — (1,965 ) Bankruptcy reorganization 437 — Uncertain tax positions (35 ) (87 ) Other 117 90 Total income tax benefit $ (21 ) $ (28 ) Prior to 2015, the Company concluded that it was no longer more likely than not that it would realize a portion of its deferred tax assets. As such, the Company maintained a full valuation allowance against its net deferred tax assets as of both December 31, 2016 and 2015. The Company's determination of the realizable deferred tax assets requires the exercise of significant judgment, based in part on business plans and expectations about future outcomes. In the event the actual results differ from these estimates in future periods, the Company may need to adjust the valuation allowance, which could materially impact our financial position and results of operations. The Company will continue to assess the need for a valuation allowance in future periods. As of December 31, 2016 and 2015 , the Company maintained a valuation allowance of $292.2 million and $281.5 million , respectively, for its deferred tax assets. In 2016, due to the sale of Corvisa, the Company reassessed their state apportionment rates. Based on available information, the Company changed the apportionment factors, specifically the apportionment factor used for allocation of income to the State of Missouri. In this reassessment, the Company determined that as of December 31, 2016, the federal taxable net operating loss would also be the state net operating loss allocated to Missouri based on its state tax apportionment. Based on Missouri tax code, the Company is able to utilize the full amount of federal net operating losses to reduce Missouri taxable income, subject to certain adjustments outlined in Missouri tax code. As a result of this reassessment, the Company recalculated the deferred tax assets and recognized an additional deferred tax asset related to state net operating losses totaling approximately $16.5 million in the current year. This was offset by an increase in the valuation allowance of approximately $16.5 million. In 2015, the Company had apportioned 22.57% of the total federal net operating loss to Missouri in accordance with Missouri tax code. Significant components of the Company’s deferred tax assets and liabilities as of December 31, 2016 and 2015 are (in thousands): December 31, 2016 2015 Deferred tax assets: Basis difference – investments $ 17,261 $ 18,043 Federal net operating loss carryforwards 239,942 239,003 State net operating loss carryforwards 35,896 20,168 Other 2,816 4,882 Gross deferred tax asset 295,915 282,096 Valuation allowance (292,214 ) (281,548 ) Deferred tax asset 3,701 548 Deferred tax liabilities: Other 3,701 548 Deferred tax liability 3,701 548 Net deferred tax asset $ — $ — As of December 31, 2016 , the Company had a federal net operating loss of approximately $685.5 million , including $307.3 million in losses on mortgage securities that have not been recognized for income tax purposes. The federal net operating loss may be carried forward to offset future taxable income, subject to applicable provisions of the Internal Revenue Code (the "Code"). If not used, this net operating loss will expire in years 2025 through 2036 . The Company has state net operating loss carryovers arising from both combined and separate filings from as early as 2004. The state net operating loss carryovers may expire as early as 2017 and as late as 2036 . The activity in the accrued liability for unrecognized tax benefits for the years ended December 31, 2016 and 2015 was (in thousands): For the Year Ended December 31, 2016 2015 Beginning balance $ 368 $ 475 Gross increases – tax positions in current period 2 19 Lapse of statute of limitations (39 ) (126 ) Ending balance $ 331 $ 368 As of December 31, 2016 and 2015 , the total gross amount of unrecognized tax benefits was $0.3 million and $0.4 million , respectively, which also represents the total amount of unrecognized tax benefits that would impact the effective tax rate. The Company anticipates a reduction of unrecognized tax benefits of less than $0.1 million due the lapse of statute of limitations in the next twelve months. The Company does not expect any other significant change in the liability for unrecognized tax benefits in the next twelve months. It is the Company’s policy to recognize interest and penalties related to income tax matters in income tax expense. The benefit for interest and penalties recorded in income tax expense was not significant for 2016 and 2015 . There were accrued interest and penalties of less than $0.1 million as of both December 31, 2016 and 2015 . The Company and its subsidiaries are subject to U.S. federal income tax as well as income tax of multiple state and local jurisdictions. Tax years 2012 to 2016 remain open to examination for both U.S. federal income tax and major state tax jurisdictions. |
Subsequent Events (Notes)
Subsequent Events (Notes) | 12 Months Ended |
Dec. 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | Subsequent Events Acquisition of Healthcare Staffing, Inc. On February 1, 2017 , the Company entered into a Stock Purchase Agreement (the “HCS Purchase Agreement”) with Novation Holding, Inc., a wholly-owned subsidiary of the Company (“NHI”), HCS, and Butler America, LLC, the owner of HCS (“Butler” and, together with HCS, the “Seller Parties”). Pursuant to the HCS Purchase Agreement, NHI agreed to purchase from Butler all of the outstanding capital stock of HCS for $24.0 million in cash (the “HCS Acquisition”), subject to terms and conditions as provided therein, including but not limited to the Company’s receipt of bankruptcy court approval for the HCS Acquisition in its chapter 11 case. The purchase price is subject to a potential working capital adjustment, based on HCS having $5.0 million of working capital at closing. On July 27, 2017, in connection with the anticipated closing of the HCS Acquisition, the Company, NHI, HCS and Butler entered into a Closing Agreement, dated as of the same date (the “Closing Agreement”), relating to certain closing matters and the terms of the HCS Purchase Agreement. The Closing Agreement provided for the following: (i) eliminate the $240,000 indemnification escrow under the HCS Purchase Agreement; (ii) provide for NHI’s reimbursement to Butler of $100,000 in costs and expenses incurred by Butler in consideration for the delay in closing the HCS Acquisition; (iii) clarify the treatment of certain of HCS’s outstanding tax obligations; (iv) provide that an adjustment to the purchase price under the HCS Purchase Agreement will be made in connection with the calculation of final closing date net working capital of HCS only if there is a difference between such amount and the pre-closing estimate of greater than three percent; and (v) make certain other changes to the HCS Purchase Agreement. On July 27, 2017, the Company and NHI completed the HCS Acquisition pursuant to the terms of the HCS Purchase Agreement and the Closing Agreement, as a result of which HCS became a wholly-owned subsidiary of NHI. The net purchase price was allocated as shown below (in thousands). Cash $ 1,013 Accounts receivable 6,929 Property and equipment 568 Other assets 45 Intangible assets: Customer relationships 6,041 Trademarks 906 Non-compete agreement 583 Goodwill 11,472 Liabilities assumed - accrued payroll and related liabilities (3,411 ) Net assets acquired $ 24,146 The purchase price was allocated to the tangible and intangible assets acquired and the liabilities assumed at their estimated fair values as of the acquisition date. The fair value measurements of the assets acquired and liabilities assumed were based on valuations involving significant unobservable inputs, or Level 3 in the valuation hierarchy. T he allocation of the purchase price above to the assets and liabilities are based on our preliminary assessment and is subject to further review pending the completion of an appraisal of the assets and liabilities acquired. The gross contractual amount of accounts receivable is $6.9 million , which was determined to approximate fair value. Goodwill and trademarks are considered indefinite-lived assets and are not subject to future amortization, but will be tested for impairment at least annually. Goodwill is comprised primarily of processes for services and knowhow, assembled workforces and other intangible assets that do not qualify for separate recognition. The full amount of goodwill is expected to be deductible for tax purposes. The amortization period for the intangibles for customer relationships and the non-compete agreement are seven and three years, respectively. Note Refinancing On July 27, 2017, the Company entered into a Senior Secured Note Purchase Agreement, dated as of the same date (the “Note Purchase Agreement”), with NHI and HCS as guarantors (together with the Company, collectively, the “Credit Parties”), the Noteholders and Wilmington Savings Fund Society, FSB, as collateral agent for the benefit of the Noteholders, to refinance $85,937,500 of principal indebtedness of the Company under the 2011 Notes. Pursuant to the Note Purchase Agreement, the Noteholders exchanged their 2011 Notes for new notes from the Company in the same aggregate principal amount (collectively, the “2017 Notes”) on the terms and conditions set forth therein. The unpaid principal amounts of the 2017 Notes bear interest at a variable rate equal to LIBOR plus 3.5% per annum, payable quarterly in arrears until maturity on March 30, 2033. The 2017 Notes generally rank senior in right of payment to any existing or future subordinated indebtedness of the Credit Parties. The Company may at any time upon 30 days’ notice to the Noteholders redeem all or part of the 2017 Notes at a redemption price equal to 101% of the principal amount redeemed plus any accrued and unpaid interest thereon. Pursuant to the Note Purchase Agreement, in connection with the Note Refinancing, the Company paid all overdue and unpaid accrued interest on the 2011 Notes in the agreed, reduced aggregate amount of $5,775,779 , and paid $500,000 in fees and expenses incurred by the Noteholders. The Note Purchase Agreement contains customary affirmative and negative covenants, including but not limited to certain financial covenants. The Note Purchase Agreement also contains customary events of default, including but not limited to payment defaults, cross defaults with certain other indebtedness, breaches of covenants and bankruptcy events. In the case of an event of default, the Noteholders may, among other remedies, accelerate the payment of all obligations under the Note Purchase Agreement and the 2017 Notes. In connection with the Note Purchase Agreement, on July 27, 2017, the Credit Parties entered into a Pledge and Security Agreement, dated as of the same date, pursuant to which each of the Credit Parties granted a first priority lien generally covering all of its assets, other than accounts receivable and inventory, for the benefit of the Noteholders, to secure the obligations under the Note Purchase Agreement and the 2017 Notes. |
Summary of Significant Accoun19
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Accounting, Policy [Policy Text Block] | 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, liabilities subject to compromise and accounting for income taxes, including the determination of the timing of the establishment or release of the valuation allowance related to the deferred tax asset balances and reserves for uncertain tax positions. While the consolidated financial statements and footnotes reflect the best estimates and judgments of management at the time, actual results could differ significantly from those estimates. |
Cash and Cash Equivalents and Restricted Cash | Cash and Cash Equivalents. Cash equivalents consist of liquid investments with an original maturity of three months or less. Cash equivalents are stated at cost, which approximates fair value. |
Marketable Securities | Marketable Securities – Available-for-Sale. Marketable securities are stated at fair value in accordance with the relevant accounting guidance. The Company determines the fair value of its marketable securities based on pricing from our third party service provider and market prices from industry-standard independent data providers. Such market prices may be quoted prices in active markets for identical assets (Level 1 inputs) or pricing determined using inputs other than quoted prices that are observable either directly or indirectly (Level 2 inputs), such as yield curve, volatility factors, credit spreads, default rates, loss severity, current market and contractual prices for the underlying instruments or debt, broker and dealer quotes, as well as other relevant economic measures. To the extent observable inputs are not available, as is the case with the Company's mortgage securities – available-for-sale, the Company estimates fair value using significant unobservable inputs (Level 3 inputs). The methods and processes used to estimate the fair value of the Company's mortgage securities are discussed further below. Mortgage securities – available-for-sale represent beneficial interests the Company retains in securitization transactions which consist of residual interests (the “residual securities”) in certain components of the cash flows of the underlying mortgage loans to the securitization trusts. As payments are received on the residual securities, the payments are applied to the cost basis of the related mortgage securities. Each period, the accretable yield for each mortgage security is evaluated and, to the extent there has been a change in the estimated cash flows, it is adjusted and applied prospectively. The accretable yield is recorded as interest income with a corresponding increase to the carrying basis of the mortgage security. The Company estimates the fair value of its residual securities retained 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, market discount rates and forward yield curves commensurate with the risks involved, are used in estimating future cash flows. All of the Company's available-for-sale securities are reported at their estimated fair value with unrealized gains and losses reported in accumulated other comprehensive income. To the extent the cost basis of these securities exceeds the estimated 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 Company uses the specific identification method in computing realized gains or losses. |
Earnings per Share | Earnings Per Share (“EPS”). Basic EPS excludes dilution and is computed by dividing net income available to common shareholders by the weighted-average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the entity. Diluted EPS is calculated assuming all options, nonvested shares and performance-based awards of the Company's common stock have been exercised, unless the exercise would be antidilutive. |
Income Taxes | Income Taxes. The Company had a gross deferred tax asset of $295.9 million and $282.1 million as of December 31, 2016 and 2015 , respectively. In determining the amount of deferred tax assets to recognize in the financial statements, the Company evaluates the likelihood of realizing such benefits in future periods. The income tax guidance requires the recognition of a valuation allowance if it is more likely than not that all or some portion of the deferred tax asset will not be realized. Income tax guidance indicates the more likely than not threshold is a level of likelihood that is more than 50%. Under the income tax guidance, companies are required to identify and consider all available evidence, both positive and negative, in determining whether it is more likely than not that all or some portion of its deferred tax assets will not be realized. Positive evidence includes, but is not limited to the following: cumulative earnings in recent years, earnings expected in future years, excess appreciated asset value over the tax basis and positive industry trends. Negative evidence includes, but is not limited to the following: cumulative losses in recent years, losses expected in future years, a history of operating losses or tax credit carryforwards expiring, and adverse industry trends. The weight given to the potential effect of negative and positive evidence should be commensurate with the extent to which it can be objectively verified. The more negative evidence that exists, the more positive evidence is required to counter to support a conclusion that a valuation allowance is not needed for all or some of the deferred tax assets. Cumulative losses in recent years are significant negative evidence that is difficult to overcome when determining the need for a valuation allowance. Similarly, cumulative earnings in recent years represent significant positive objective evidence. If the weight of the positive evidence is sufficient to support a conclusion that it is more likely than not that a deferred tax asset will be realized, a valuation allowance should not be recorded. The Company examines and weighs all available evidence (both positive and negative and both historical and forecasted) in the process of determining whether it is more likely than not that a deferred tax asset will be realized. The Company considers the relevance of historical and forecasted evidence when there has been a significant change in circumstances. Additionally, the Company evaluates the realization of its recorded deferred tax assets on an interim and annual basis. The Company does not record a full valuation allowance if the weight of the positive evidence exceeds the negative evidence and is sufficient to support a conclusion that it is more likely than not that its deferred tax asset will be realized. If a valuation allowance is necessary, the Company considers all sources of taxable income in determining the amount of valuation allowance to be recorded. Sources of taxable income identified in the income tax guidance include the following: 1) taxable income in prior carryback year, 2) future reversals of existing taxable temporary differences, 3) future taxable income exclusive of reversing temporary differences and carryforwards, and 4) tax planning strategies. The Company currently evaluates estimates of uncertainty in income taxes based upon a framework established in the income tax accounting guidance. The guidance prescribes a recognition threshold and measurement standard for the recognition and measurement of tax positions taken or expected to be taken in a tax return. In accordance with the guidance, the Company evaluates whether a tax position will more likely than not be sustained upon examination by the appropriate taxing authority. The Company measures the amount to recognize in its financial statements as the largest amount that is greater than 50% likely of being realized upon ultimate settlement. The recognition and measurement of tax benefits is often judgmental, and determinations regarding the tax benefit can change as additional developments occur relative to the issue. |
New Accounting Pronouncements | New Accounting Pronouncements In August 2014, the FASB issued Accounting Standards Update (“ASU”) No. 2014-15, Presentation of Financial Statements - Going Concern (Subtopic 205-40): Disclosure of Uncertainties About an Entity’s Ability to Continue as a Going Concern, which amended Going Concern (Topic 205) of the Accounting Standards Codification. This amendment provided guidance in generally accepted accounting principles about management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related disclosures. The Company has adopted this standard as of January 1, 2016. See the Company's evaluation in Note 1. In November 2016, the FASB issued ASU 2016-18, which amends ASC 230 to add or clarify guidance on the classification and presentation of restricted cash in the statement of cash flows. Key requirements of the ASU are as follows: • Cash and cash-equivalent balances in the statement of cash flows should include those amounts that are deemed to be restricted cash and restricted cash equivalents. • Under some circumstances, a reconciliation between the statement of financial position and the statement of cash flows must be disclosed. • Changes in restricted cash and restricted cash equivalents that result from transfers between cash, cash equivalents, and restricted cash and restricted cash equivalents should not be presented as cash flow activities in the statement of cash flows. • Information regarding the nature of restrictions on cash and cash equivalents must be disclosed. This guidance is effective for fiscal years beginning after December 15, 2017, including interim periods therein. The impact of this guidance will be determined based on the amounts of cash and restricted cash upon implementation, but is not expected to be material. In August 2016, the FASB issued ASU 2016-15, which amends the guidance in ASC 230 on the classification of certain cash receipts and payments in the statement of cash flows. The primary purpose of the ASU is to reduce the diversity in practice that has resulted from the lack of consistent principles on this topic. The ASU’s amendments add or clarify guidance on eight cash flow issues: • Debt prepayment or debt extinguishment costs. • Settlement of zero-coupon debt instruments or other debt instruments with coupon interest rates that are insignificant in relation to the effective interest rate of the borrowing. • Contingent consideration payments made after a business combination. • Proceeds from the settlement of insurance claims. • Proceeds from the settlement of corporate-owned life insurance policies, including bank-owned life insurance policies. • Distributions received from equity method investees. • Beneficial interests in securitization transactions. • Separately identifiable cash flows and application of the predominance principle. For the Company, the new standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. Management has not determined if this guidance will have a significant impact on its consolidated financial statements. In February 2016, the FASB issued ASU 2016-02 Leases, a new standard on accounting for leases. ASU 2016-02 introduces a lessee model that brings most leases on the balance sheet. The new standard also aligns many of the underlying principles of the new lessor model with those in ASC 606, the FASB’s new revenue recognition standard (e.g., those related to evaluating when profit can be recognized). Furthermore, this ASU addresses other concerns related to the current leases model. For example, this ASU eliminates the requirement in current GAAP for an entity to use bright-line tests in determining lease classification. The standard also requires lessors to increase the transparency of their exposure to changes in value of their residual assets and how they manage that exposure. The new model represents a wholesale change to lease accounting. As a result, entities will face significant implementation challenges during the transition period and beyond, such as those related to: • Applying judgment and estimating. • Managing the complexities of data collection, storage, and maintenance. • Enhancing information technology systems to ensure their ability to perform the calculations necessary for compliance with reporting requirements. • Refining internal controls and other business processes related to leases. • Determining whether debt covenants are likely to be affected and, if so, working with lenders to avoid violations; and • Addressing any income tax implications. For the Company, the new standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Management has not yet determined if this guidance will have a significant impact on its consolidated financial statements. In January 2016, the FASB issued ASU 2016-01 Recognition and Measurement of Financial Assets and Financial Liabilities, which amends the guidance in GAAP on the classification and measurement of financial instruments. Although the ASU retains many current requirements, it significantly revises an entity’s accounting related to (1) the classification and measurement of investments in equity securities and (2) the presentation of certain fair value changes for financial liabilities measured at fair value. This ASU also amends certain disclosure requirements associated with the fair value of financial instruments. For Novation, the new standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. Management has not yet determined if this guidance will have a significant impact on its consolidated financial statements. |
Reorganization (Tables)
Reorganization (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Reorganizations [Abstract] | |
Liabilities Subject to Compromise [Table Text Block] | As of December 31, 2016 , liabilities subject to compromise include (in thousands): Obligations under the 2011 Notes (see Note 6), including accrued interest through the petition date $ 89,626 Claims and other liabilities related to operating leases 715 Income tax liabilities 309 Liabilities associated with the discontinued operations of Advent 195 Other 121 Liabilities subject to compromise $ 90,966 |
Reorganization Items [Table Text Block] | For the year ended December 31, 2016 reorganization items include (in thousands): Adjustments to deferred debt issuance costs and senior debt premium $ 2,399 Professional fees (1,252 ) Adjustments to other liabilities for claims made or rejected contracts (449 ) Other (31 ) Reorganization items, net $ 667 |
Divestitures - (Tables)
Divestitures - (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Discontinued Operations [Abstract] | |
Income Statement by Disposal Groups, Including Discontinued Operations [Table Text Block] | The results of the Company's discontinued operations are summarized below (dollars in thousands): For the Year Ended 2016 2015 Service fee income $ — $ 3,254 Income from discontinued operations before income taxes $ 1,966 $ (25,964 ) Income tax expense — — Income from discontinued operations, net of income taxes $ 1,966 $ (25,964 ) |
Balance Sheet by Disposal Groups, Including Discontinued Operations [Table Text Block] | The assets and liabilities of discontinued operations as of December 31, 2016 , shown below in thousands, include those of Advent. As of December 2015, the assets and liabilities of discontinued operations include those of Advent and Corvisa. December 31, 2016 2015 Assets Current Assets Cash and cash equivalents $ 195 $ 352 Service fee receivable, net — 282 Other current assets 252 1,209 Total current assets 447 1,843 Non-Current Assets Property and equipment, net of accumulated depreciation — 5,708 Other assets — 707 Total non-current assets — 6,415 Total assets $ 447 $ 8,258 Liabilities Current liabilities $ — $ 2,470 Non-current liabilities — 1,833 Liabilities subject to compromise 195 — Total liabilities $ 195 $ 4,303 |
Marketable Securities (Tables)
Marketable Securities (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Investments, Debt and Equity Securities [Abstract] | |
Available-for-sale Securities | The following table presents certain information on the Company's portfolio of available-for-sale securities (dollars in thousands): As of December 31, 2016 Amortized Cost Gross Unrealized Estimated Fair Value Description of Securities Gains Losses Marketable securities, current Mortgage securities $ 450 $ 9,341 $ — $ 9,791 Equity securities 112 47 (7 ) 152 Total $ 562 $ 9,388 $ (7 ) $ 9,943 Marketable securities, non-current Agency mortgage-backed securities $ 26,607 $ — $ (62 ) $ 26,545 As of December 31, 2015 Amortized Cost Gross Unrealized Estimated Fair Value Description of Securities Gains Losses Marketable securities, current Corporate notes and bonds $ 15,517 $ — $ (28 ) $ 15,489 Mortgage securities 525 1,486 — 2,011 Total $ 16,042 $ 1,486 $ (28 ) $ 17,500 Marketable securities, non-current Corporate notes and bonds $ 1,419 $ — $ (22 ) $ 1,397 |
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 (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 December 31, 2016 $ 3,185,270 9,943 $ — $ 9,943 $ — $ 5,135 December 31, 2015 $ 3,601,468 $ 2,011 $ — $ 2,011 $ — $ 6,287 (A) Size/Principal Outstanding reflects the estimated principal of the underlying assets held by the securitization trust. (B) Assets on balance sheet are securities issued by the entity and are recorded in the current marketable securities line item of the consolidated balance sheets. (C) The maximum exposure to loss includes the assets held by the Company. The maximum exposure to loss assumes a total loss on the referenced assets held by the securitization trust. |
Fair Value Accounting (Tables)
Fair Value Accounting (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
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(in thousands): December 31, 2016 Fair Value Measurements at Reporting Date Using Description Fair Value Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets: Marketable securities, current $ 9,943 $ 152 $ — $ 9,791 Marketable securities, non-current 26,545 26,545 — — Total $ 36,488 $ 26,697 $ — $ 9,791 December 31, 2015 Fair Value Measurements at Reporting Date Using Description Fair Value Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets: Marketable securities, current: Corporate notes and bonds $ 15,489 $ — $ 15,489 $ — Mortgage securities 2,011 — — 2,011 Marketable securities, non-current: Corporate notes and bonds 1,397 — 1,397 — Total $ 18,897 $ — $ 16,886 $ 2,011 |
Fair Value Inputs, Assets and Liabilities, Quantitative Information | The significant assumptions used in preparing the fair value estimates are: As of December 31, 2016 (A) 2015 Weighted average: Loss severity 49.6 % 121.6 % Default rate 2.1 % 1.3 % (B) Prepayment speed 9.8 % 9.8 % Servicer's optional redemption date None 2 years from valuation date (A) For the 2016 assessment, rates are for actual historical performance of these individual loans based on most recent 24 months. The model also considers 12 and 36 month history and predicts performance using this information combined with other fundamental economic information. (B) Prior to 2016, the model assumed a graduated default rate to a maximum. Rate is the initial month's default rate. |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation | The following table provides 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) (dollars in thousands): For the Year Ended 2016 2015 Balance, beginning of period $ 2,011 $ 3,381 Increases (decreases) to mortgage securities – available-for-sale: Accretion of income (A) 394 528 Proceeds from paydowns of securities (A) (469 ) (685 ) Mark-to-market value adjustment 7,855 (1,213 ) Net increases (decreases) to mortgage securities – available-for-sale 7,780 (1,370 ) Balance, end of period $ 9,791 $ 2,011 (A) Cash received on mortgage securities with no cost basis was $4.7 million and $5.6 million during 2016 and 2015 , respectively. |
Fair Value, Measured on Recurring and Nonrecurring Basis, Gain (Loss) Included in Earnings | |
Fair Value, by Balance Sheet Grouping | The estimated fair values of the Company's financial instruments are as follows as of December 31, 2016 and 2015 (dollars in thousands): As of December 31, 2016 2015 Carrying Value Fair Value Carrying Value Fair Value Financial assets: Marketable securities $ 36,488 $ 36,488 $ 18,897 $ 18,897 Financial liabilities: 2011 notes $ 85,937 $ 23,349 $ 88,385 $ 18,331 |
Earnings per Share (Tables)
Earnings per Share (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The computations of basic and diluted earnings per share for 2016 and 2015 (dollars in thousands, except share and per share amounts) are as follows: For the Year Ended 2016 2015 Numerator: Net income (loss) from continuing operations $ 3,247 $ (2,765 ) Income (loss) from discontinued operations 1,966 (25,964 ) Net income (loss) $ 5,213 $ (28,729 ) Denominator: Weighted average common shares outstanding – basic 91,905,941 91,138,068 Weighted average common shares outstanding – diluted: Weighted average common shares outstanding – basic 91,905,941 91,138,068 Stock options — — Nonvested shares — — Weighted average common shares outstanding – diluted 91,905,941 91,138,068 Basic earnings per share: Net income (loss) from continuing operations $ 0.04 $ (0.03 ) Income (loss) from discontinued operations 0.02 (0.29 ) Net income (loss) $ 0.06 $ (0.32 ) Diluted earnings per share: Net income (loss) from continuing operations $ 0.04 $ (0.03 ) Income (loss) from discontinued operations 0.02 (0.29 ) Net income (loss) $ 0.06 $ (0.32 ) |
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 (loss) 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 Year Ended 2016 2015 Number of stock options 4,719 10,549 Weighted average exercise price of stock options $ 0.68 $ 0.62 |
Income Taxes Income Taxes (Tabl
Income Taxes Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) | The components of income tax benefit from continuing operations are (in thousands): For the Year Ended December 31, 2016 2015 Current: Federal $ (14 ) $ (13 ) State and local (7 ) (15 ) Total current $ (21 ) $ (28 ) |
Schedule of Effective Income Tax Rate Reconciliation | reconciliation of the expected federal income tax expense using the federal statutory tax rate of 35% to the Company’s actual income tax benefit and resulting effective tax rate (in thousands). For the Year Ended December 31, 2016 2015 Income tax (benefit) at statutory rate $ 1,129 $ (977 ) State income taxes, net of federal tax benefit 211 (96 ) Valuation allowance 14,595 2,519 Change in state tax rate (16,475 ) — State tax credits — 488 Adjustment to deferred tax asset — (1,965 ) Bankruptcy reorganization 437 — Uncertain tax positions (35 ) (87 ) Other 117 90 Total income tax benefit $ (21 ) $ (28 ) |
Schedule of Deferred Tax Assets and Liabilities | Significant components of the Company’s deferred tax assets and liabilities as of December 31, 2016 and 2015 are (in thousands): December 31, 2016 2015 Deferred tax assets: Basis difference – investments $ 17,261 $ 18,043 Federal net operating loss carryforwards 239,942 239,003 State net operating loss carryforwards 35,896 20,168 Other 2,816 4,882 Gross deferred tax asset 295,915 282,096 Valuation allowance (292,214 ) (281,548 ) Deferred tax asset 3,701 548 Deferred tax liabilities: Other 3,701 548 Deferred tax liability 3,701 548 Net deferred tax asset $ — $ — |
Schedule of Unrecognized Tax Benefits Roll Forward | The activity in the accrued liability for unrecognized tax benefits for the years ended December 31, 2016 and 2015 was (in thousands): For the Year Ended December 31, 2016 2015 Beginning balance $ 368 $ 475 Gross increases – tax positions in current period 2 19 Lapse of statute of limitations (39 ) (126 ) Ending balance $ 331 $ 368 |
Subsequent Events (Tables)
Subsequent Events (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Subsequent Events [Abstract] | |
Schedule of Business Acquisitions, by Acquisition | The net purchase price was allocated as shown below (in thousands). Cash $ 1,013 Accounts receivable 6,929 Property and equipment 568 Other assets 45 Intangible assets: Customer relationships 6,041 Trademarks 906 Non-compete agreement 583 Goodwill 11,472 Liabilities assumed - accrued payroll and related liabilities (3,411 ) Net assets acquired $ 24,146 |
Basis of Presentation, Busine27
Basis of Presentation, Business Plan and Liquidity (Details) - USD ($) $ in Thousands | Jul. 20, 2016 | Dec. 31, 2016 | Dec. 31, 2015 |
Operations [Line Items] | |||
Cash and cash equivalents | $ 4,805 | $ 2,826 | |
Bankruptcy Proceedings, Court Where Petition Was Filed | United States Bankruptcy Court for the District of Maryland | ||
Post-Modification Notes [Member] | |||
Operations [Line Items] | |||
Debt Instrument, Due and Unpaid Interest | 3,600 | ||
Debt Instrument, Debt Default, Amount | 85,900 | ||
Debt Instrument, Aggregate Recorded Interest Liability | 3,700 | ||
Corvisa LLC (formerly CorvisaCloud LLC) [Member] | |||
Operations [Line Items] | |||
Ownership percentage | 100.00% | ||
Fair Value [Member] | |||
Operations [Line Items] | |||
Available-for-sale Securities | $ 36,488 | $ 18,897 |
Reorganization Bankruptcy Proce
Reorganization Bankruptcy Proceedings and Claims (Details) | Jul. 20, 2016 |
Reorganizations [Abstract] | |
Bankruptcy Proceedings, Date Petition for Bankruptcy Filed | Jul. 20, 2016 |
Reorganization Liabilities Subj
Reorganization Liabilities Subject to Compromise (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Liabilities Subject to Compromise [Line Items] | ||
Liabilities subject to compromise | $ 90,966 | $ 0 |
Debt and Accrued Interest [Member] | ||
Liabilities Subject to Compromise [Line Items] | ||
Liabilities subject to compromise | 89,626 | |
Retained Obligations of Discontinued Operations [Member] | ||
Liabilities Subject to Compromise [Line Items] | ||
Liabilities subject to compromise | 195 | |
Lease Obligations [Member] | ||
Liabilities Subject to Compromise [Line Items] | ||
Liabilities subject to compromise | 715 | |
Income Tax Liabilities [Member] | ||
Liabilities Subject to Compromise [Line Items] | ||
Liabilities subject to compromise | 309 | |
Other Liabilities Subject to Compromise [Member] | ||
Liabilities Subject to Compromise [Line Items] | ||
Liabilities subject to compromise | $ 121 |
Reorganization Reorganization I
Reorganization Reorganization Items (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Reorganization Items [Line Items] | ||
Reorganization items, net | $ 667 | $ 0 |
Adjustments to Debt Discount and Debt Issuance Costs [Member] | ||
Reorganization Items [Line Items] | ||
Reorganization items, net | 2,399 | |
Professional Services [Member] | ||
Reorganization Items [Line Items] | ||
Reorganization items, net | (1,252) | |
Adjustments for Claims Made or Rejected Contracts [Member] | ||
Reorganization Items [Line Items] | ||
Reorganization items, net | (449) | |
Other Reorganization Items [Member] | ||
Reorganization Items [Line Items] | ||
Reorganization items, net | $ (31) |
Summary of Significant Accoun31
Summary of Significant Accounting Policies (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016USD ($)institution | Dec. 31, 2015USD ($) | |
Operations [Line Items] | ||
Number of financial institutions giving rise to concentration risk | institution | 1 | |
Uninsured balances of cash, cash equivalents and restricted cash | $ 4,300 | |
Deferred tax assets | $ 295,915 | $ 282,096 |
Cash and Cash Equivalents | Deposit Concentration Risk | ||
Operations [Line Items] | ||
Concentration risk, percentage | 49.00% |
Divestitures - Narrative (Detai
Divestitures - Narrative (Details) - Corvisa LLC (formerly CorvisaCloud LLC) [Member] - USD ($) $ in Thousands | Jan. 06, 2016 | Dec. 31, 2016 | Dec. 31, 2015 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Severance costs | $ 800 | ||
Earned bonus payments | $ 300 | ||
Gain on sale of subsidiary, before income tax | 1,400 | ||
Transaction-related costs | 1,000 | 500 | |
Other transaction costs | $ 100 | ||
Membership Interest Purchase Agreement [Member] | ShoreTel, Inc. [Member] | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Total consideration | $ 8,400 | ||
Cash received at closing | 7,000 | ||
Consideration held in escrow, indemnification obligations | 1,000 | ||
Consideration held in escrow, working capital adjustment obligations | $ 350 | ||
Employee Severance [Member] | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Contractual obligation, due in next twelve months | $ 100 |
Divestitures - Income Statement
Divestitures - Income Statement of Discontinued Operations (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Service fee income | $ 0 | $ 3,254 |
Income from discontinued operations before income taxes | 1,966 | (25,964) |
Income tax expense, discontinued operations | 0 | 0 |
Income from discontinued operations, net of income taxes | $ 1,966 | $ (25,964) |
Divestitures - Balance Sheet of
Divestitures - Balance Sheet of Discontinued Operations (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Balance Sheet by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Cash and cash equivalents | $ 195 | $ 352 |
Service fee receivable, net | 0 | 282 |
Other current assets | 252 | 1,209 |
Total current assets | 447 | 1,843 |
Property and equipment, net of accumulated depreciation | 0 | 5,708 |
Other assets | 0 | 707 |
Total non-current assets | 0 | 6,415 |
Total assets | 447 | 8,258 |
Current liabilities of discontinued operations | 0 | 2,470 |
Non-current liabilities | 0 | 1,833 |
Liabilities subject to compromise | 195 | 0 |
Total liabilities | $ 195 | $ 4,303 |
Marketable Securities - Availab
Marketable Securities - Available-for-Sale (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized cost, current | $ 562 | $ 16,042 |
Accumulated gross unrealized gains, current | 9,388 | 1,486 |
Accumulated gross unrealized losses, current | (7) | (28) |
Estimated fair value, current | $ 9,943 | 17,500 |
Average remaining maturity, current | 6 months | |
Average remaining maturity, noncurrent | 21 months | |
Corporate notes and bonds [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized cost, current | 15,517 | |
Accumulated gross unrealized gains, current | 0 | |
Accumulated gross unrealized losses, current | (28) | |
Estimated fair value, current | 15,489 | |
Amortized cost, noncurrent | 1,419 | |
Accumulated gross unrealized gains, noncurrent | 0 | |
Accumulated gross unrealized losses, noncurrent | (22) | |
Estimated fair value, noncurrent | 1,397 | |
Mortgage securities [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized cost, current | $ 450 | 525 |
Accumulated gross unrealized gains, current | 9,341 | 1,486 |
Accumulated gross unrealized losses, current | 0 | 0 |
Estimated fair value, current | 9,791 | $ 2,011 |
US Government Agencies Debt Securities [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized cost, noncurrent | 26,607 | |
Accumulated gross unrealized gains, noncurrent | 0 | |
Accumulated gross unrealized losses, noncurrent | (62) | |
Estimated fair value, noncurrent | 26,545 | |
Equity Securities [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized cost, current | 112 | |
Accumulated gross unrealized gains, current | 47 | |
Accumulated gross unrealized losses, current | (7) | |
Estimated fair value, current | $ 152 |
Mortgage Securities - VIE's and
Mortgage Securities - VIE's and CDO's (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | ||
Variable Interest Entity [Line Items] | |||
Estimated fair value, current | $ 9,943 | $ 17,500 | |
Marketable securities, current | 17,500 | ||
Variable Interest Entity, Primary Beneficiary [Member] | |||
Variable Interest Entity [Line Items] | |||
Size/Principal outstanding | [1] | 3,185,270 | 3,601,468 |
Assets on balance sheet | [2] | 2,011 | |
Liabilities on balance sheet | 0 | 0 | |
Maximum exposure to loss | [3] | 9,943 | 2,011 |
Year to date loss on sale | 0 | 0 | |
Year to date cash flows | $ 5,135 | $ 6,287 | |
[1] | Size/Principal Outstanding reflects the estimated principal of the underlying assets held by the securitization trust. | ||
[2] | Assets on balance sheet are securities issued by the entity and are recorded in the current marketable securities line item of the consolidated balance sheets. | ||
[3] | The maximum exposure to loss includes the assets held by the Company. The maximum exposure to loss assumes a total loss on the referenced assets held by the securitization trust. |
Borrowings - Senior Notes (Deta
Borrowings - Senior Notes (Details) - USD ($) $ in Thousands | May 09, 2016 | Mar. 22, 2011 | Mar. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2015 |
Debt Instrument [Line Items] | |||||
Interest expense | $ 3,606 | $ 3,193 | |||
Post-Modification Notes [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Debt Default, Description of Violation or Event of Default | These interest payments were not made within 30 days after they became due and payable, and remain unpaid, such non-payments constituting events of default under the Indentures. | ||||
Debt Instrument, Debt Default, Description of Notice of Default | As a result, the 2011 Notes were classified as current liabilities. The trustee under any Indenture or the holders of not less than 25% of the aggregate principal amount of the outstanding 2011 Notes issued pursuant to such Indenture, by notice in writing to the Company (and to the trustee if given by the holders), was able to declare the principal amount of all the 2011 Notes issued under such Indenture to be due and payable immediately. On May 9, 2016, the Company received a notice of acceleration with respect to the Series 1 2011 Notes and the Series 2 2011 Notes, declaring all principal and unpaid interest immediately due and payable. A similar acceleration notice was received on June 6, 2016 with respect to the Series 3 2011 Notes. | ||||
Debt Instrument, Debt Default, Amount | $ 85,900 | ||||
Interest Payable | $ 3,700 | ||||
Senior Notes [Member] | |||||
Debt Instrument [Line Items] | |||||
Interest expense | $ 900 | ||||
Senior Notes [Member] | Post-Modification Notes [Member] | |||||
Debt Instrument [Line Items] | |||||
Face amount of debt | $ 85,900 | ||||
Senior Notes [Member] | Post-Modification Notes [Member] | Interest Rate, Pre-Trigger [Member] | |||||
Debt Instrument [Line Items] | |||||
Interest rate | 1.00% | ||||
Senior Notes [Member] | Post-Modification Notes [Member] | Interest Rate, Post-Trigger [Member] | |||||
Debt Instrument [Line Items] | |||||
Variable rate, description | three-month LIBOR | ||||
Basis spread on variable rate | 3.50% |
Commitments and Contingencies38
Commitments and Contingencies (Details) $ in Millions | 12 Months Ended | |
Jun. 24, 2014USD ($)loan | Dec. 31, 2007USD ($) | |
Claims to Repurchase Securitized Loans [Member] | ||
Loss Contingencies [Line Items] | ||
Aggregate original principal balance of loans sold to securitization trusts and third parties | $ 43,100 | |
February 2013 Lawsuit [Member] | ||
Loss Contingencies [Line Items] | ||
Number Of Loans | loan | 43 | |
Loans Summoned In Litigation Case | $ 6.5 |
Fair Value Accounting - Recurri
Fair Value Accounting - Recurring Basis (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 | |
Assets: | |||
Estimated fair value, current | $ 9,943,000 | $ 17,500,000 | |
Fair Value, Measurements, Recurring [Member] | |||
Assets: | |||
Estimated fair value, current | [1] | 9,943,000 | |
Estimated fair value, noncurrent | 26,545,000 | ||
Assets, fair value | 36,488,000 | 18,897,000 | |
Fair Value, Inputs, Level 1 [Member] | Fair Value, Measurements, Recurring [Member] | |||
Assets: | |||
Estimated fair value, current | 152,000 | ||
Estimated fair value, noncurrent | 26,545,000 | ||
Assets, fair value | 26,697,000 | 0 | |
Fair Value, Inputs, Level 2 [Member] | Fair Value, Measurements, Recurring [Member] | |||
Assets: | |||
Estimated fair value, current | 0 | ||
Estimated fair value, noncurrent | 0 | ||
Assets, fair value | 0 | 16,886,000 | |
Fair Value, Inputs, Level 3 [Member] | Fair Value, Measurements, Recurring [Member] | |||
Assets: | |||
Estimated fair value, current | 9,791,000 | ||
Estimated fair value, noncurrent | 0 | ||
Assets, fair value | 9,791,000 | 2,011,000 | |
Corporate notes and bonds [Member] | |||
Assets: | |||
Estimated fair value, current | 15,489,000 | ||
Estimated fair value, noncurrent | 1,397,000 | ||
Corporate notes and bonds [Member] | Fair Value, Measurements, Recurring [Member] | |||
Assets: | |||
Estimated fair value, current | 15,489,000 | ||
Estimated fair value, noncurrent | 1,397,000 | ||
Corporate notes and bonds [Member] | Fair Value, Inputs, Level 1 [Member] | Fair Value, Measurements, Recurring [Member] | |||
Assets: | |||
Estimated fair value, current | 0 | ||
Estimated fair value, noncurrent | 0 | ||
Corporate notes and bonds [Member] | Fair Value, Inputs, Level 2 [Member] | Fair Value, Measurements, Recurring [Member] | |||
Assets: | |||
Estimated fair value, current | 15,489,000 | ||
Estimated fair value, noncurrent | 1,397,000 | ||
Corporate notes and bonds [Member] | Fair Value, Inputs, Level 3 [Member] | Fair Value, Measurements, Recurring [Member] | |||
Assets: | |||
Estimated fair value, current | 0 | ||
Estimated fair value, noncurrent | 0 | ||
Mortgage securities [Member] | |||
Assets: | |||
Estimated fair value, current | $ 9,791,000 | 2,011,000 | |
Mortgage securities [Member] | Fair Value, Measurements, Recurring [Member] | |||
Assets: | |||
Estimated fair value, current | 2,011,000 | ||
Mortgage securities [Member] | Fair Value, Inputs, Level 1 [Member] | Fair Value, Measurements, Recurring [Member] | |||
Assets: | |||
Estimated fair value, current | 0 | ||
Mortgage securities [Member] | Fair Value, Inputs, Level 2 [Member] | Fair Value, Measurements, Recurring [Member] | |||
Assets: | |||
Estimated fair value, current | 0 | ||
Mortgage securities [Member] | Fair Value, Inputs, Level 3 [Member] | Fair Value, Measurements, Recurring [Member] | |||
Assets: | |||
Estimated fair value, current | $ 2,011,000 | ||
[1] | Assets on balance sheet are securities issued by the entity and are recorded in the current marketable securities line item of the consolidated balance sheets. |
Fair Value Accounting - Signifi
Fair Value Accounting - Significant Unobservable Inputs (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Fair Value Inputs, Quantitative Information [Line Items] | ||
Aggregate Overcollateralization on Overcollateralization Bonds Held | $ 27 | |
Fair Value Inputs, Loss Severity | 49.60% | 121.60% |
Fair Value Inputs, Probability of Default | 2.10% | 1.30% |
Fair Value Inputs, Prepayment Rate | 9.80% | 9.80% |
Fair Value Accounting - Reconci
Fair Value Accounting - Reconciliation of Changes in Level 3 Balances (Details) - Available-for-sale Securities [Member] - Mortgage securities [Member] - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Balance, beginning of period | $ 2,011 | $ 3,381 | |
Accretion of income | [1] | 394 | 528 |
Proceeds from paydowns of securities | [1] | (469) | (685) |
Mark-to-market value adjustment | 7,855 | (1,213) | |
Net decreases to mortgage securities - available-for-sale | 7,780 | (1,370) | |
Balance, end of period | 9,791 | 2,011 | |
Cash received on mortgage securities with no cost basis | $ 4,700 | $ 5,600 | |
[1] | Cash received on mortgage securities with no cost basis was $4.7 million and $5.6 million during 2016 and 2015, respectively. |
Fair Value Accounting - Carryin
Fair Value Accounting - Carrying Values and Fair Values of Financial Instruments (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Fair Value [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Available-for-sale Securities | $ 36,488 | $ 18,897 |
Senior notes | 23,349 | 18,331 |
Carrying Value [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Available-for-sale Securities | 36,488 | 18,897 |
Senior notes | $ 85,937 | $ 88,385 |
Fair Value Accounting - Narrati
Fair Value Accounting - Narrative (Details) - USD ($) $ in Millions | Mar. 22, 2011 | Dec. 31, 2016 |
Debt Instrument [Line Items] | ||
Decrease to total shareholders' equity | $ 8.2 | |
Post-Modification Notes [Member] | Interest Rate, Pre-Trigger [Member] | Senior Notes [Member] | ||
Debt Instrument [Line Items] | ||
Interest rate | 1.00% | |
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% |
Earnings per Share - Computatio
Earnings per Share - Computation of Earnings per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Numerator: | ||
Net income (loss) from continuing operations | $ 3,247 | $ (2,765) |
Income (loss) from discontinued operations, net of income taxes | 1,966 | (25,964) |
Net income (loss) | $ 5,213 | $ (28,729) |
Denominator: | ||
Weighted average common shares outstanding - basic | 91,905,941 | 91,138,068 |
Weighted average common shares outstanding - diluted | 91,905,941 | 91,138,068 |
Basic earnings per share: | ||
Net income (loss) from continuing operations | $ 0.04 | $ (0.03) |
Income (loss) from discontinued operations | 0.02 | (0.29) |
Net income (loss) | 0.06 | (0.32) |
Diluted earnings per share: | ||
Net income (loss) from continuing operations | 0.04 | (0.03) |
Income (loss) from discontinued operations | 0.02 | (0.29) |
Net income (loss) | $ 0.06 | $ (0.32) |
Stock Options [Member] | ||
Denominator: | ||
Incremental shares related to share-based compensation | 0 | 0 |
Nonvested Shares [Member] | ||
Denominator: | ||
Incremental shares related to share-based compensation | 0 | 0 |
Earnings per Share - Antidiluti
Earnings per Share - Antidilutive Securities (Details) - $ / shares shares in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Stock Options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Number of shares excluded from computation of earnings per share | 4,719 | 10,549 |
Weighted average exercise price of stock options | $ 0.68 | $ 0.62 |
Nonvested Shares [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Number of shares excluded from computation of earnings per share | 900 | 800 |
Earnings per Share - Narrative
Earnings per Share - Narrative (Details) - $ / shares shares in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Stock Options [Member] | ||
Class of Stock [Line Items] | ||
Options granted | 1,400 | |
Options granted, weighted average exercise price | $ 0.51 | |
Number of shares issued during the period excluded from computation of earnings per share | 700 | |
Number of shares excluded from computation of earnings per share | 4,719 | 10,549 |
Nonvested Shares [Member] | ||
Class of Stock [Line Items] | ||
Number of shares issued during the period excluded from computation of earnings per share | 500 | |
Nonvested shares granted | 100 | 1,300 |
Nonvested shares oustanding | 100 | 1,400 |
Number of shares excluded from computation of earnings per share | 900 | 800 |
Income Taxes - Income Tax Expen
Income Taxes - Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Current: | ||
Federal | $ (14) | $ (13) |
State and local | (7) | (15) |
Total current | $ (21) | $ (28) |
Income Taxes Income Taxes - Eff
Income Taxes Income Taxes - Effective Income Tax Rate Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Reconciliation, Other Reconciling Items [Abstract] | ||
Income tax at statutory rate | $ 1,129 | $ (977) |
State income taxes, net of federal tax benefit | 211 | (96) |
Valuation allowance | 14,595 | 2,519 |
Change in state tax rate | (16,475) | 0 |
State tax credits | 0 | 488 |
Adjustment to deferred tax asset | 0 | (1,965) |
Effective Income Tax Rate Reconciliation, Bankruptcy Reorganization | 437 | 0 |
Uncertain tax positions | (35) | (87) |
Other | 117 | 90 |
Income tax benefit | $ (21) | $ (28) |
Income Taxes Income Taxes - Def
Income Taxes Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Deferred Tax Assets: | ||
Basis difference – investments | $ 17,261 | $ 18,043 |
Federal net operating loss carryforwards | 239,942 | 239,003 |
State net operating loss carryforwards | 35,896 | 20,168 |
Other | 2,816 | 4,882 |
Gross deferred tax asset | 295,915 | 282,096 |
Valuation allowance | (292,214) | (281,548) |
Deferred tax assets, net | 3,701 | 548 |
Deferred Tax Liabilities: | ||
Other | 3,701 | 548 |
Deferred tax liability | 3,701 | 548 |
Deferred tax asset | $ 0 | $ 0 |
Income Taxes Income Taxes - Unr
Income Taxes Income Taxes - Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Contingency [Line Items] | ||
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued | $ 100 | $ 100 |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||
Beginning balance | 368 | 475 |
Gross increases – tax positions in current period | 2 | 19 |
Lapse of statute of limitations | (39) | (126) |
Ending balance | $ 331 | $ 368 |
Minimum [Member] | ||
Income Tax Contingency [Line Items] | ||
Open Tax Year | 2,012 | |
Maximum [Member] | ||
Income Tax Contingency [Line Items] | ||
Open Tax Year | 2,016 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Examination [Line Items] | |||
Income tax benefit | $ (21) | $ (28) | |
Federal statutory income tax rate | 35.00% | 35.00% | |
Deferred tax assets, net | $ 0 | $ 0 | |
Valuation allowance | (292,214) | (281,548) | |
Unrecognized Tax Benefits | 331 | 368 | $ 475 |
Unrecognized tax benefits reductions resulting from lapse of applicable statute of limitations due In next twelve months | 100 | ||
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued | 100 | $ 100 | |
Internal Revenue Service (IRS) [Member] | |||
Income Tax Examination [Line Items] | |||
Federal net operating loss carryforwards | $ 685,500 | ||
Minimum [Member] | Internal Revenue Service (IRS) [Member] | |||
Income Tax Examination [Line Items] | |||
Operating Loss Carryforwards, Expiration Date | Dec. 31, 2025 | ||
Minimum [Member] | State and Local Jurisdiction [Member] | |||
Income Tax Examination [Line Items] | |||
Operating Loss Carryforwards, Expiration Date | Dec. 31, 2017 | ||
Maximum [Member] | Internal Revenue Service (IRS) [Member] | |||
Income Tax Examination [Line Items] | |||
Operating Loss Carryforwards, Expiration Date | Dec. 31, 2036 | ||
Maximum [Member] | State and Local Jurisdiction [Member] | |||
Income Tax Examination [Line Items] | |||
Operating Loss Carryforwards, Expiration Date | Dec. 31, 2036 | ||
Mortgage Security [Member] | Internal Revenue Service (IRS) [Member] | |||
Income Tax Examination [Line Items] | |||
Federal net operating loss carryforwards | $ 307,300 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event [Member] - USD ($) | Jul. 27, 2017 | Feb. 01, 2017 |
Subsequent Event [Line Items] | ||
Subsequent Event, Date | Feb. 1, 2017 | |
Overdue Interest And Fees Payable | $ 5,775,779 | |
Payments For Interest And Fees | 500,000 | |
Butler America, LLC [Member] | Stock Purchase Agreement [Member] | ||
Subsequent Event [Line Items] | ||
Business Acquisition, Name of Acquired Entity | Healthcare Staffing, Inc. | |
Business Combination, Consideration Transferred | $ 24,000,000 | |
Business Combination, Consideration Held in Escrow to Secure Indemnification Obligations | 240,000 | |
Business Combination, Target Net Working Capital at Closing | 5,000,000 | |
Maximum [Member] | Butler America, LLC [Member] | Stock Purchase Agreement [Member] | ||
Subsequent Event [Line Items] | ||
Loss Contingency, Reimbursement of Legal Fees and Transaction Costs | $ 100,000 | |
Healthcare Staffing Inc [Member] | ||
Subsequent Event [Line Items] | ||
Accounts receivable | $ 6,929,000 | |
Healthcare Staffing Inc [Member] | Customer relationships | ||
Subsequent Event [Line Items] | ||
Finite lived intangible assets weighted average useful life | 7 years | |
Healthcare Staffing Inc [Member] | Non-compete agreement | ||
Subsequent Event [Line Items] | ||
Finite lived intangible assets weighted average useful life | 3 years | |
2011 Note [Member] | ||
Subsequent Event [Line Items] | ||
Debt Instrument, Amount Refinanced | $ 85,937,500 | |
2017 Note [Member] | ||
Subsequent Event [Line Items] | ||
Debt Instrument, Redemption Notice Threshold | 30 days | |
Debt Instrument, Redemption Price, Percentage | 101.00% | |
London Interbank Offered Rate (LIBOR) [Member] | 2017 Note [Member] | ||
Subsequent Event [Line Items] | ||
Basis spread on variable rate | 3.50% |
Subsequent Events - Purchase Pr
Subsequent Events - Purchase Price Allocation (Details) - Healthcare Staffing Inc [Member] - Subsequent Event [Member] $ in Thousands | Jul. 27, 2017USD ($) |
Subsequent Event [Line Items] | |
Cash | $ 1,013 |
Accounts receivable | 6,929 |
Property and equipment | 568 |
Other assets | 45 |
Goodwill | 11,472 |
Liabilities assumed - accrued payroll and related liabilities | (3,411) |
Net assets acquired | 24,146 |
Customer relationships | |
Subsequent Event [Line Items] | |
Intangible assets: | 6,041 |
Non-compete agreement | |
Subsequent Event [Line Items] | |
Intangible assets: | 583 |
Trademarks | |
Subsequent Event [Line Items] | |
Trademarks | $ 906 |