NOVATION COMPANIES, INC. - Quarter Report: 2008 September (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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FORM 10-Q

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

For the Quarterly Period Ended September 30, 2008

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

For the Transition Period From ___________ to ___________

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Commission File Number 001-13533

NOVASTAR FINANCIAL, INC.

(Exact Name of Registrant as Specified in its Charter)

Maryland

(State or Other Jurisdiction of Incorporation or

Organization)

74-2830661

(I.R.S. Employer Identification No.)

2114 Central, Suite 600, Kansas City, MO

(Address of Principal Executive Office)

64108

(Zip Code)

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

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ¨

Accelerated filer x

Non-accelerated filer ¨

Smaller reporting company ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ¨ Nox

The number of shares of the Registrant’s Common Stock outstanding on March 31, 2009 was 9,368,053.

NOVASTAR FINANCIAL, INC.

FORM 10-Q

For the Quarterly Period Ended September 30, 2008

TABLE OF CONTENTS

Part I	Financial Information

Item 1.	Financial Statements (Unaudited)	1
	Condensed Consolidated Balance Sheets	1
	Condensed Consolidated Statements of Operations	2
	Condensed Consolidated Statement of Shareholders’ Deficit	3
	Condensed Consolidated Statements of Cash Flows	4
	Notes to Condensed Consolidated Financial Statements	7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	28

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	51

Item 4.	Controls and Procedures	53

Part II	Other Information

Item 1.	Legal Proceedings	54

Item 1A.	Risk Factors	56

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	63

Item 3.	Defaults Upon Senior Securities	64

Item 4.	Submission of Matters to a Vote of Security Holders	65

Item 5.	Other Information	65

Item 6.	Exhibits	65

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

NOVASTAR FINANCIAL, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(unaudited; dollars in thousands, except share amounts)

	September 30,			December 31,
	2008			2007
Assets
Unrestricted cash and cash equivalents	$	18,754		$	25,364
Restricted cash		5,788			8,998
Mortgage loans – held-in-portfolio, net of allowance of $791,906 and $230,138, respectively		1,881,000			2,870,013
Mortgage securities - trading		14,981			109,203
Mortgage securities - available-for-sale		6,912			33,371
Real estate owned		53,763			76,614
Accrued interest receivable		72,223			61,704
Other assets		6,815			37,244
Assets of discontinued operations		1,743			8,255
Total assets	$	2,061,979		$	3,230,766

Liabilities and Shareholders’ Deficit
Liabilities:
Asset-backed bonds secured by mortgage loans	$	2,673,254		$	3,065,746
Asset-backed bonds secured by mortgage securities		11,114			74,385
Short-term borrowings secured by mortgage securities		-			45,488
Junior subordinated debentures		77,200			83,561
Due to servicer		95,934			56,450
Dividends payable		15,351			3,816
Accounts payable and other liabilities		28,343			53,392
Liabilities of discontinued operations		3,677			59,416
Total liabilities		2,904,873			3,442,254

Commitments and contingencies (Note 7)

Shareholders’ deficit:
Capital stock, $0.01 par value, 50,000,000 shares authorized:
Redeemable preferred stock, $25 liquidating preference per share; 2,990,000 shares, issued and outstanding		30			30
Convertible participating preferred stock, $25 liquidating preference per share; 2,100,000 shares, issued and outstanding		21			21
Common stock, 9,390,016 and 9,439,273 shares, issued and outstanding, respectively		94			94
Additional paid-in capital		786,303			786,342
Accumulated deficit		(1,630,451	)		(996,649	)
Accumulated other comprehensive income (loss)		1,266			(1,117	)
Other		(157	)		(209	)
Total shareholders’ deficit		(842,894	)		(211,488	)
Total liabilities and shareholders’ deficit	$	2,061,979		$	3,230,766

See notes to condensed consolidated financial statements.

NOVASTAR FINANCIAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

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

	For the Nine Months Ended September 30,						For the Three Months Ended September 30,
	2008			2007			2008			2007
Interest income	$	183,277		$	279,737		$	52,269		$	91,981
Interest expense		91,157			182,289			25,874			66,613
Net interest income before provision for credit losses		92,120			97,448			26,395			25,368
Provision for credit losses		667,638			192,326			206,202			99,159
Net interest expense after provision for credit losses		(575,518	)		(94,878	)		(179,807	)		(73,791	)

Other operating expense:
(Losses) gains on derivative instruments		(9,480	)		(2,888	)		1,133			(9,394	)
Gains on debt extinguishment		6,418			-			-			-
Fair value adjustments		(20,269	)		(58,224	)		2,400			(31,993	)
Impairments on mortgage securities – available-for-sale		(22,897	)		(72,209	)		(1,668	)		(46,216	)
Appraisal fee income		1,522			-			1,522			-
Appraisal fee expense		(1,195	)		-			(1,195	)		-
Servicing fee expense		(10,365	)		-			(3,272	)		-
Premiums for mortgage loan insurance		(12,126	)		(12,059	)		(3,809	)		(4,453	)
Other (expense) income, net		(37	)		(202	)		(117	)		12
Total other operating expense		(68,429	)		(145,582	)		(5,006	)		(92,044	)

General and administrative expenses:
Compensation and benefits		4,583			23,361			1,104			6,460
Office administration		6,734			10,487			2,181			4,539
Professional and outside services		5,686			17,483			1,799			4,315
Other appraisal management expenses		509			-			509			-
Marketing and other		390			(1,619	)		20			(5,718	)
Total general and administrative expenses		17,902			49,712			5,613			9,596

Loss from continuing operations before income tax (benefit) expense		(661,849	)		(290,172	)		(190,426	)		(175,431	)
Income tax (benefit) expense		(16,753	)		59,200			(17,837	)		245,783
Loss from continuing operations		(645,096	)		(349,372	)		(172,589	)		(421,214	)
Income (loss) from discontinued operations, net of income tax		22,471			(252,863	)		29,818			(174,157	)
Net loss	$	(622,625	)	$	(602,235	)	$	(142,771	)	$	(595,371	)

Basic earnings per share:
Loss from continuing operations available to common shareholders	$	(70.33	)	$	(38.08	)	$	(19.00	)	$	(45.40	)
Income (loss) from discontinued operations, net of income tax		2.41			(27.10	)		3.19			(18.65	)
Net loss available to common shareholders	$	(67.92	)	$	(65.18	)	$	(15.81	)	$	(64.05	)
Diluted earnings per share:
Loss from continuing operations available to common shareholders	$	(70.33	)	$	(38.08	)	$	(19.00	)	$	(45.40	)
Income (loss) from discontinued operations, net of income tax		2.41			(27.10	)		3.19			(18.65	)
Net loss available to common shareholders	$	(67.92	)	$	(65.18	)	$	(15.81	)	$	(64.05	)
Weighted average basic shares outstanding		9,337,517			9,331,206			9,337,695			9,336,175
Weighted average diluted shares outstanding		9,337,517			9,331,206			9,337,695			9,336,175

See notes to condensed consolidated financial statements.

NOVASTAR FINANCIAL, INC.

CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS’ DEFICIT
(unaudited; dollars in thousands, except share amounts)

	Redeemable Preferred Stock		Convertible Participating Preferred Stock		Common Stock		Additional Paid-in Capital			Accumulated Deficit			Accumulated Other Comprehensive (Loss) Income			Other			Total Shareholders’ Deficit
Balance, January 1, 2008	$	30	$	21	$	94	$	786,342		$	(996,649	)	$	(1,117	)	$	(209	)	$	(211,488	)
Forgiveness of founders’ notes receivable		-		-		-		-			-			-			52			52
Compensation recognized under stock compensation plans		-		-		-		(39	)		-			-			-			(39	)
Accumulating dividends on preferred stock		-		-		-		-			(11,536	)		-			-			(11,536	)
Other		-		-		-		-			359			-			-			359
Comprehensive income:
Net income											(622,625	)								(622,625	)
Other comprehensive income														2,383						2,383
Total comprehensive income																				(620,242	)
Balance, September 30, 2008	$	30	$	21	$	94	$	786,303		$	(1,630,451	)	$	1,266		$	(157	)	$	(842,894	)

See notes to condensed consolidated financial statements.

NOVASTAR FINANCIAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited; in thousands)

	For the Nine Months Ended September 30,
	2008			2007
Cash flows from operating activities:
Net loss	$	(622,625	)	$	(602,235	)
Income (loss) from discontinued operations		22,471			(252,863	)
Loss from continuing operations		(645,096	)		(349,372	)
Adjustments to reconcile loss from continuing operations to net cash used in operating activities:
Impairment on mortgage securities – available-for-sale		22,897			72,209
Losses on derivative instruments		9,480			2,888
Depreciation expense		844			1,952
Amortization of deferred debt issuance costs		3,325			8,297
Compensation recognized under stock compensation plans		(39	)		843
Provision for credit losses		667,638			192,326
Amortization of premiums on mortgage loans		12,671			10,360
Interest capitalized on loans held-in-portfolio		(17,957	)		(33,900	)
Forgiveness of founders’ promissory notes		52			104
Provision for deferred income taxes		-			41,620
Fair value adjustments		20,269			58,224
Accretion of available-for-sale and trading securities		(35,301	)		(81,139	)
Losses on sales of mortgage assets		-			200
Gains on debt extinguishment		(6,418	)		-
Changes in:
Accrued interest receivable		(10,519	)		(15,665	)
Derivative instruments, net		615			2,680
Other assets		5,205			31,779
Due to servicer		39,483			-
Accounts payable and other liabilities		(24,692	)		39,367

Net cash provided by (used in) operating activities from continuing operations		42,457			(17,227	)
Net cash used in operating activities from discontinued operations		(28,837	)		(1,180,940	)
Net cash provided by (used in) operating activities		13,620			(1,198,167	)
				Continued

Cash flows from investing activities:
Proceeds from paydowns on mortgage securities – available-for-sale		23,475			156,984
Proceeds from paydowns of mortgage securities - trading		48,605			30,662
Purchase of mortgage securities - trading		-			(21,957	)
Proceeds from sale of mortgage securities - trading		-			7,420
Proceeds from repayments of mortgage loans held-in-portfolio		254,793			679,365
Proceeds from sales of assets acquired through foreclosure		94,719			5,009
Restricted cash proceeds (payments)		3,210			(8,960	)
Purchases of property and equipment		-			(3,132	)
Acquisition of businesses, net of cash acquired		(709	)		-
Net cash provided by investing activities		424,093			845,391
Net cash provided by investing activities from discontinued operations		2,092			16,719
Net cash provided by investing activities		426,185			862,110

Cash flows from financing activities:
Proceeds from issuance of asset-backed bonds		-			2,111,415
Payments on asset-backed bonds		(400,358	)		(679,080	)
Proceeds from issuance of capital stock and exercise of equity instruments, net of offering costs		-			49,378
Net change in short-term borrowings		(45,488	)		(353,792	)
Repurchase of trust preferred debt		(550	)		-
Dividends paid on vested options		-			(498	)
Dividends paid on preferred stock		-			(4,990	)
Net cash (used in) provided by financing activities from continuing operations		(446,396	)		1,122,433
Net cash used in financing activities from discontinued operations		(19	)		(885,368	)
Net cash (used in) provided by financing activities		(446,415	)		237,065
Net decrease in cash and cash equivalents		(6,610	)		(98,992	)
Cash and cash equivalents, beginning of period		25,364			150,522
Cash and cash equivalents, end of period	$	18,754		$	51,530
				Continued

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

(unaudited; in thousands)

	For the Nine Months Ended September 30,
	2008		2007
Cash paid for interest	$	89,058	$	250,156
Cash paid for income taxes		3,456		5,996
Cash received on mortgage securities – available-for-sale with no cost basis		1,982		3,426
Non-cash operating, investing and financing activities:
Transfer of loans to held-in-portfolio from held-for-sale		-		1,880,340
Transfer of mortgage securities from available-for-sale to trading (A)		-		46,683
Assets acquired through foreclosure		71,653		97,976
Cost basis of securities retained in securitizations		-		56,387
Tax benefit derived from capitalization of affiliate				(7,195	)
Preferred stock dividends accrued, not yet paid		11,536		2,634

(A) Transfer was made upon adoption of SFAS 159.

See notes to condensed consolidated financial statements.

Concluded

NOVASTAR FINANCIAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2008 (Unaudited)

Note 1. Financial Statement Presentation

Description of Operations - NovaStar Financial, Inc. (“NFI”) and its subsidiaries (the “Company”) hold certain non-conforming residential mortgage securities and is exploring opportunities in the residential housing and other markets. A majority-owned subsidiary of the Company, StreetLinks National Appraisal Services LLC, is a residential mortgage appraisal management company. Prior to changes in its business in 2007, the Company originated, purchased, securitized, sold, invested in and serviced residential nonconforming mortgage loans and mortgage backed securities. The Company retained, through its mortgage securities investment portfolio, significant interests in the nonconforming loans it originated and purchased, and through its servicing platform, serviced all of the loans in which it retained interests. Historically, the Company had elected to be taxed as a real estate investment trust (“REIT”) under the Internal Revenue Code of 1986, as amended (the “Code”). During the third quarter of 2007, the Company announced that it would not be able to pay a dividend on its common stock with respect to its 2006 taxable income, and as a result the Company's status as a REIT terminated, retroactive to January 1, 2006. This retroactive revocation of the Company’s REIT status resulted in it becoming taxable as a C corporation for 2006 and subsequent years.

Effective August 1, 2008, the Company acquired a 75 percent interest in StreetLinks National Appraisal Services LLC (StreetLinks), a residential mortgage appraisal company, for an initial cash purchase price of $750,000 plus future payments contingent upon StreetLinks reaching certain earnings targets. Results of operations from August 1, 2008 forward are included in the condensed consolidated statement of operations. Simultaneously with the acquisition, the Company transferred ownership of 5 percent of StreetLinks to the Chief Executive Officer of StreetLinks.

Financial Statement Presentation - The Company’s condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America and prevailing practices within the financial services industry. 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 employs the judgments of management in determining the amount of its allowance for credit losses, amortizing premiums or accreting discounts on its mortgage assets, establishing the fair value of its mortgage securities, reserve for losses on third party sales, derivative instruments, CDO debt and estimating appropriate accrual rates on mortgage securities – available-for-sale. While the condensed consolidated financial statements and footnotes reflect the best estimates and judgments of management at the time, actual results could differ significantly from those estimates.

The condensed consolidated financial statements of the Company include the accounts of all wholly-owned and majority- owned subsidiaries. Investments in entities for which the Company has significant influence are accounted for under the equity method. Intercompany accounts and transactions have been eliminated in consolidation. Interim results are not necessarily indicative of results for a full year.

The Company’s condensed consolidated financial statements have been prepared on a going concern basis of accounting which contemplates continuity of operations, realization of assets, liabilities and commitments in the normal course of business. There are indicators of substantial doubt that the Company will not be able to continue as a going concern and, therefore, may be unable to realize its assets and discharge its liabilities in the normal course of business. The financial statements do not reflect any adjustments relating to the recoverability and classification of recorded asset amounts or to the amounts and classification of liabilities that may be necessary should the Company be unable to continue as a going concern.

As of September 30, 2008, the Company’s total liabilities exceeded its total assets under Generally Accepted Accounting Principles (“GAAP”), resulting in a shareholders’ deficit. The Company’s historical losses, negative cash flows and its shareholders’ deficit raise substantial doubt about the Company’s ability to continue as a going concern, which is dependent upon, among other things, the maintenance of sufficient operating cash flows. There is no assurance that cash flows will be sufficient to meet the Company’s obligations.

The Company’s condensed consolidated financial statements as of September 30, 2008 and for the three and nine months ended September 30, 2008 and 2007 are unaudited. In the opinion of management, all necessary adjustments have been made, which were of a normal and recurring nature, for a fair presentation of the condensed consolidated financial statements. Reclassifications to prior year amounts have been made to conform to current year presentation, as follows.

	·	In accordance with Statement of Financial Accounting Standards (“SFAS”) No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets”, the Company has reclassified the operating results of its mortgage lending segment and loan servicing segment as discontinued operations in the condensed consolidated statements of operations for the nine and three months ended September 30, 2007.

The Board of Directors declared a one-for-four reverse stock split of the Company’s common stock, providing shareholders of record as of July 27, 2007, with one share of common stock in exchange for each four shares owned. The reduction in shares resulting from the split was effective on July 27, 2007 decreasing the number of common shares outstanding to 9.5 million. Current and prior year share amounts and earnings per share disclosures have been restated to reflect the reverse stock split.

The Company’s condensed consolidated financial statements should be read in conjunction with Management’s Discussion and Analysis of Financial Condition and Results of Operations and the condensed consolidated financial statements of the Company and the notes thereto, included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2007.

Liquidity, Business Plan, Significant Events and Material Trends

Short and Long Term Obligations - A discussion of the Company’s borrowings is included in Note 6 to these financial statements. NFI’s wholly owned subsidiary NovaStar Mortgage, Inc. (“NMI”) has approximately $77.2 million in principal amount of unsecured notes (collectively, the “Notes”) outstanding to NovaStar Capital Trust I and NovaStar Capital Trust II (collectively, the “Trusts”) which secure trust preferred securities issued by the Trusts. The foregoing is net of amounts owed in respect of trust preferred securities of NovaStar Capital Trust II having a par value of $6.9 million purchased by NMI on May 29, 2008 for $0.6 million. NFI has guaranteed NMI's obligations under the Notes.

NMI failed to make quarterly interest payments that were due on March 30, April 30, June 30, July 30, September 30, October 30 and December 30, 2008, and January 30 and March 30, 2009 totaling, for all payment dates combined, approximately $6.1 million on the Notes. As a result, NMI is in default under the related indentures and NFI is in default under the related guarantees. On June 4, 2008 and August 14, 2008, the Company received written notices of acceleration from the holders of the trust preferred securities of NovaStar Capital Trust I and NovaStar Capital Trust II, respectively, which declared all obligations of NMI under the related Notes and indenture to be immediately due and payable, and stated the intention of the trust preferred security holders to pursue all available rights and remedies, including but not limited to enforcing their rights under the related guarantee. The total principal and accrued interest owed under the Notes, net of amounts owed in respect of the trust preferred securities held by NMI, was approximately $84.0 million as of April 27, 2009. In addition, the Company is obligated to reimburse the trustees for all reasonable expenses, disbursements and advances in connection with the exercise of rights under the indentures.

On February 18, 2009, the Company, NMI, the Trusts and the trust preferred security holders entered into agreements to settle the claims of the trust preferred security holders arising from NMI’s failure to make the scheduled quarterly interest payments on the Notes. As part of the settlement, the existing preferred obligations would be exchanged for new preferred obligations. The settlement and exchange were contingent upon, among other things, the dismissal of the involuntary Chapter 7 bankruptcy. On March 9, 2009, the Bankruptcy Court entered an order dismissing the involuntary proceeding. On April 27, 2009 (the “Exchange Date”), the parties executed the necessary documents to complete the Exchange. On the Exchange Date, the Company paid interest due through December 31, 2008, in the aggregate amount of $5.3 million. In addition, the Company paid $0.3 million in legal and administrative costs on behalf of the Trusts.

The new preferred obligations require quarterly distributions of interest to the holders at a rate equal to 1.0% per annum beginning January 1, 2009 through December 31, 2009, subject to reset to a variable rate equal to the three-month LIBOR plus 3.5% upon the occurrence of an “Interest Coverage Trigger.” For purposes of the new preferred obligations, an Interest Coverage Trigger occurs when the ratio of EBITDA for any quarter ending on or after December 31, 2008 and on or prior to December 31, 2009 to the product as of the last day of such quarter, of the stated liquidation value of all outstanding 2009 Preferred Securities (i) multiplied by 7.5%, (ii) multiplied by 1.5 and (iii) divided by 4, equals or exceeds 1.00 to 1.00. Beginning January 1, 2010 until the earlier of February 18, 2019 or the occurrence of an Interest Coverage Trigger, the unpaid principal amount of the new preferred obligations will bear interest at a rate of 1.0% per annum and, thereafter, at a variable rate, reset quarterly, equal to the three-month LIBOR plus 3.5% per annum.

The Company’s current projections indicate sufficient cash and cash flows will be available from its mortgage assets to meet operating expenses through 2009. However, the Company’s mortgage asset cash flows are currently volatile and uncertain in nature, and the amounts the Company receives could vary materially from its projections. In addition, these cash flows are expected to continue to decrease over the next several months. Therefore, no assurance can be given that the Company will be able to meet its cash flow needs, in which case it would be required to seek protection of applicable bankruptcy laws.

Certain states required the Company to post surety bonds in connection with its former mortgage lending operations. During 2007, the Company was required to post letters of credit to support its reimbursement obligations to the sureties, and was required to cash collateralize the letters of credit pursuant to its letter of credit agreements with Wachovia Bank. The Company is in the process of terminating these surety bonds and the associated letters of credit as a result of the discontinuation of its mortgage lending operations and has received back collateral associated with letters of credit terminated to date. Collateral totaling $5.8 million remained outstanding as of September 30, 2008. Cancellation of the remaining surety bonds and related letters of credit is subject to certain conditions and may take several months or longer to complete. In addition, the Company is currently in default under the letter of credit agreements as a result of, among other matters, the Company being in default under debt agreements related to its trust preferred securities. Although the Company has received a return of collateral notwithstanding this default, Wachovia Bank is not obligated to return cash collateral to the Company so long as a default exists. Consequently, no assurances can be given as to the timing or amount of any additional return of the remaining cash collateral.

Future Strategy, Liquidity and Going Concern Considerations – The Company will continue to focus on minimizing losses, preserving liquidity, and exploring operating company opportunities. The Company’s residual and subordinated mortgage securities are currently its only significant source of cash flows. Based on current projections, the cash flows from the mortgage securities will decrease in the next several months as the underlying mortgage loans are repaid, and could be significantly less than the current projections if losses on the underlying mortgage loans exceed, or prepayments are less than, the current assumptions. In addition, the Company has significant operating expenses associated with office leases, and other obligations relating to its discontinued operations. The Company also has significant obligations with respect to junior subordinated notes relating to the trust preferred securities of NovaStar Capital Trust I and NovaStar Capital Trust II. See “Liquidity and Capital Resources” for additional discussion regarding the recent defaults under the junior subordinated notes.

If, as the cash flows from its mortgage securities decrease, the Company is unable to recommence or acquire profitable operations, restructure its unsecured debt, capital structure and contractual obligations or if the cash flows from its mortgage securities are less than currently anticipated, there can be no assurance that the Company will be able to continue as a going concern and avoid seeking the protection of applicable bankruptcy laws.

The Company has initiated efforts to restructure its indebtedness and certain contractual obligations and is assessing potential changes to elements of its capital structure, with the goal of negotiating and implementing changes to facilitate its ability to continue as a going concern. There can be no assurance that any of these efforts will be successful.

Due to the fact that the Company has a negative net worth, does not currently have significant ongoing business operations that are profitable, its common stock and its 8.90% Series C Cumulative Redeemable Preferred Stock (the “Series C Preferred Stock”) have been delisted from the New York Stock Exchange, and due to the illiquidity in the capital markets it is unlikely that the Company will be able to obtain additional equity or debt financing on favorable terms, or at all, for the foreseeable future. To the extent the Company requires additional liquidity and cannot obtain it, the Company will be forced to file for bankruptcy.

As discussed in the Description of Operations section above, the Company acquired a majority interest in an appraisal management company during the third quarter of 2008, and the Company intends to seek out other operating business opportunities. It is unlikely, however, that the Company will be able to directly recommence mortgage lending activities so long as it continues to have a shareholders’ deficit because certain state licensing requirements prohibit companies from lending when they have a shareholders’ deficit. Further, the Company’s ability to start or acquire new businesses is significantly constrained by its limited liquidity and its likely inability to obtain debt financing or to issue equity securities as a result of its current financial condition, including a shareholders’ deficit, as well as other uncertainties and risks.

Recent Market Developments - During 2008 and 2009, global financial market conditions have continued to deteriorate. Financial services, and the mortgage industry in particular, have remained under continuous pressure due to numerous factors, which include industry-wide deterioration of the value of mortgage assets held by financial institutions, the deterioration of mortgage credit among mortgage lenders, the downgrades of mortgage securities by the rating agencies, and a reluctance on the part of banks and broker-dealers to finance mortgage securities within the credit markets. Because of these factors, mortgage security market valuations remain volatile, mortgage securities trading remains limited and mortgage securities financing markets remain challenging as the industry continues to report negative news. The factors described above continue to contribute to the decline in the market values of the Company’s securities.

The market has also seen significant fluctuations in LIBOR rates since the end of 2007 as the credit crisis has severely disrupted international liquidity and capital markets and as various regulatory bodies have attempted to moderate the lending and liquidity marketplace. This volatility in interest rates and the severe deterioration in credit and prepayment performance of the collateral underlying the securities the Company owns has made it extremely difficult to predict, with any certainty, the cash flows from the Company’s securities portfolio.

Given the current uncertainty regarding these market conditions, the Company is unable to offer any additional information on the situation. As a result, the Company expects to continue to operate without any additional leverage and to continue to take actions in an effort to preserve liquidity and available cash.

Home prices - Generally, housing values are experiencing broad-based declines nationwide. Housing values are likely to continue to decrease during the near term which could affect the Company’s credit loss experience and will continue to impact its earnings, cash flows, financial condition and ability to continue as a going concern.

Loan Repurchases - When the Company sold mortgage loans, whether as whole loans or pursuant to a securitization, it made customary representations and warranties to the purchaser about the mortgage loans and the manner in which they were originated. The Company’s whole loan sale agreements require it to repurchase or substitute mortgage loans in the event the Company breaches any of these representations or warranties. In addition, the Company may be required to repurchase mortgage loans as a result of borrower, broker, or employee fraud. Likewise, the Company is required to repurchase or substitute mortgage loans if it breaches a representation or warranty in connection with its securitizations. Enforcement of repurchase obligations against the Company would further harm the Company’s liquidity, cash flow, financial condition, and ability to continue as a going concern.

Credit Deterioration - The residential mortgage market has encountered significant difficulties which have materially adversely affected the Company’s performance. Delinquencies and losses with respect to residential mortgage loans generally have increased and may continue to increase, particularly in the sub-prime sector. In addition, over the last year residential property values in most states have declined, in some areas severely, after extended periods during which those values appreciated. To the extent residential property values continue to decline, it is likely to result in additional increases in delinquencies and losses on residential mortgage loans, especially with respect to any residential mortgage loans where the aggregate loan amounts (including any subordinate loans) are close to or greater than the related property values. Another factor that may have contributed to, and may in the future result in, higher delinquency rates is the increase in monthly payments on adjustable rate mortgage (“ARM”) loans. Any increase in prevailing market interest rates may result in increased payments for borrowers who have adjustable rate mortgage loans. Moreover, borrowers with option ARM mortgage loans with a negative amortization may experience a substantial increase in their monthly payment even without an increase in prevailing market interest rates when the loans reach their negative amortization cap. Compounding this issue, the current lack of appreciation in residential property values and the adoption of tighter underwriting standards throughout the mortgage loan industry has adversely affected the ability of borrowers to refinance these loans and avoid default, particularly borrowers facing a reset of the monthly payment to a higher amount. To the extent that delinquencies or losses continue to increase for these or other reasons, the value of the Company’s mortgage securities will be further reduced, which will adversely affect the Company’s operating results, liquidity, cash flow, financial condition, business prospects and ability to continue as a going concern.

Note 2. New Accounting Pronouncements

In December 2007, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No. 141 (R), “Business Combinations” (“SFAS 141(R)”). In summary, SFAS 141(R) requires the acquirer of a business combination to measure at fair value the assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree at the acquisition date, with limited exceptions. In addition, this standard will require acquisition costs to be expensed as incurred. The standard is effective for fiscal years beginning after December 15, 2008, and is to be applied prospectively, with no earlier adoption permitted. The adoption of this standard may have an impact on the accounting for certain costs related to any future acquisitions.

In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements” (“SFAS 160”), which requires consolidated net income to be reported at amounts that include the amounts attributable to both the parent and non-controlling interest. SFAS 160 is effective for fiscal years beginning on or after December 15, 2008. The adoption of this standard is not expected to have a material effect on the Company’s consolidated financial statements.

In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities” (“SFAS 161”). The new standard is intended to improve financial reporting about derivative instruments and hedging activities by requiring enhanced disclosures to enable investors to better understand their effects on an entity’s financial position, financial performance, and cash flows. It is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. The Company does not expect the adoption of SFAS 161 will have a material impact on its condensed consolidated financial statements.

In April 2008, the FASB issued FASB Staff Position (“FSP”) No. SFAS 142-3, “Determination of the Useful Life of Intangible Assets” (“FSP SFAS 142-3”). FSP SFAS 142-3 amends paragraph 11(d) of FASB Statement No. 142 “Goodwill and Other Intangible Assets” (“SFAS 142”) which amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under SFAS 142. FSP SFAS 142-3 is intended to improve the consistency between the useful life of a recognized intangible asset under SFAS 142 and the period of expected cash flows used to measure the fair value of the asset. FSP SFAS 142-3 is effective for financial statements issued for fiscal years beginning after December 15, 2008 and must be applied prospectively to intangible assets acquired after the effective date. The Company does not expect that adoption of FSP SFAS 142-3 will have a significant impact on the Company’s consolidated financial statements.

In May 2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles” (“SFAS 162”). SFAS 162 identifies the sources of accounting principles and the framework for selecting principles to be used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles in the United States. This statement shall be effective 60 days following the SEC’s approval of the Public Company Accounting Oversight Board’s amendments to the PCAOB’s Interim Auditing Standards (AU) section 411, “The Meaning of Present Fairly in Conformity with Generally Accepted Accounting Principles.” The Company is in the process of evaluating the potential effect of adoption of SFAS 162.

On September 15, 2008, the FASB issued two exposure drafts proposing amendments to SFAS 140, “Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities”, and FASB Interpretation No. 46R, “Consolidation of Variable Interest Entities” (“FIN 46R”). Currently, the transfers of the Company’s mortgage loans in securitization transactions qualify for sale accounting treatment. The trusts used in the Company’s securitizations are not consolidated for financial reporting purposed because the trusts are qualifying special purpose entities (“QSPE”). Because the transfers qualify as sales and the trusts are not subject to consolidation, the assets and liabilities of the trusts are not reported on the balance sheet under GAAP. Under the proposed amendments, the concept of a QSPE would be eliminated and would modify the consolidation conclusions. As proposed, these amendments would be effective for the Company at the beginning of 2010. The proposed amendments, if adopted, could require the Company to consolidate the assets and liabilities of the Company’s securitization trusts. This could have a significant effect on our financial condition as affected off-balance sheet loans and related liabilities would be recorded on the balance sheet.

On October 10, 2008, the FASB issued FSP No. 157-3, “Determining the Fair Value of a Financial Asset When the Market for That Asset Is Not Active” (“FSP 157-3”). FSP 157-3 clarifies the application of FAS 157 in a market that is not active and provides an example to illustrate key consideration in determining the fair value of a financial asset when the market for that financial asset is not active. The issuance of FSP 157-3 did not have a material impact on the Company’s determination of fair value for its financial assets.

In December 2008, the FASB issued FSP FAS 140-4 and FIN 46(R)-8, Disclosures by Public Entities (Enterprises) about Transfers of Financial Assets and Interests in Variable Interest Entities (“FSP FAS 140-4 and FIN 46(R)-8”), which requires expanded disclosures for transfers of financial assets and involvement with variable interest entities (“VIEs”). Under this guidance, the disclosure objectives related to transfers of financial assets now include providing information on (i) the Company’s continued involvement with financial assets transferred in a securitization or asset backed financing arrangement, (ii) the nature of restrictions on assets held by the Company that relate to transferred financial assets, and (iii) the impact on financial results of continued involvement with assets sold and assets transferred in secured borrowing arrangements. VIE disclosure objectives now include providing information on (i) significant judgments and assumptions used by the Company to determine the consolidation or disclosure of a VIE, (ii) the nature of restrictions related to the assets of a consolidated VIE, (iii) the nature of risks related to the Company’s involvement with the VIE and (iv) the impact on financial results related to the Company’s involvement with the VIE. Certain disclosures are also required where the Company is a non-transferor sponsor or servicer of a QSPE. FSP FAS 140-4 and FIN 46(R)-8 is effective for the first reporting period ending after December 15, 2008. Since the FSP only requires certain additional disclosures, the Company does not expect the adoption will have a material impact on its condensed consolidated financial statements.

In January 2009, the FASB issued FSP EITF 99-20-1, Amendments to the Impairment Guidance of EITF Issue No. 99-20 (“FSP EITF 99-20-1”), which eliminates the requirement that the holder’s best estimate of cash flows be based upon those that a “market participant” would use. FSP EITF 99-20-1 was amended to require recognition of other-than-temporary impairment when it is “probable” that there has been an adverse change in the holder’s best estimate of cash flows from the cash flows previously projected. This amendment aligns the impairment guidance under EITF 99-20, Recognition of Interest Income and Impairment on Purchased Beneficial Interests and Beneficial Interests That Continue to Be Held by a Transferor in Securitized Financial Assets, with the guidance in SFAS No. 115. FSP EITF 99-20-1 retains and re-emphasizes the other-than-temporary impairment guidance and disclosures in pre-existing GAAP and SEC requirements. FSP EITF 99-20-1 is effective for interim and annual reporting periods ending after December 15, 2008. The Company does not expect the adoption of FSP EITF 99-20-1 will have a material impact on its condensed consolidated financial statements.

Note 3. Mortgage Loans – Held in Portfolio

Mortgage loans, all of which are secured by residential properties, consisted of the following as of September 30, 2008 and December 31, 2007 (dollars in thousands):

	September 30, 2008			December 31, 2007
Mortgage loans – held-in-portfolio:
Outstanding principal	$	2,653,163		$	3,067,737
Net unamortized deferred origination costs		19,743			32,414
Amortized cost		2,672,906			3,100,151
Allowance for credit losses		(791,906	)		(230,138	)
Mortgage loans – held-in-portfolio	$	1,881,000		$	2,870,013
Weighted average coupon		8.17	%		8.59	%

Mortgage loans held-in-portfolio consist of loans that the Company has securitized in structures that are accounted for as financings. These securitizations are structured legally as sales, but for accounting purposes are treated as financings as defined by SFAS No. 140, “Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities (a replacement of FASB Statement No. 125”). The NHES 2006-1 and NHES 2006-MTA1 securitizations at inception did not meet the criteria necessary for derecognition under SFAS 140 and related interpretations because after the loans were securitized the securitization trusts may acquire derivatives relating to beneficial interests retained by the Company; additionally, the Company, had the unilateral ability to repurchase a limited number of loans back from the trust. These provisions were removed effective September 30, 2008. Since the removal of these provisions did not substantively change the transactions’ economics, the original accounting conclusion remains the same. The NHES 2007-1 securitization does not meet the qualifying special purpose entity criteria necessary for derecognition under SFAS 140 and related interpretations because of the excessive benefit the Company received at inception from the derivative instruments delivered into the trust to counteract interest rate risk. Accordingly, the loans in the NHES 2006-1, NHES 2006-MTA1, and NHES 2007-1 securitizations remain on the balance sheet as “Mortgage loans held-in-portfolio”. Given this treatment, retained interests are not created, and securitization bond financing is reflected on the balance sheet as a liability. The Company records interest income on loans held-in-portfolio and interest expense on the bonds issued in the securitizations over the life of the securitizations. Deferred debt issuance costs and discounts related to the bonds are amortized on a level yield basis over the estimated life of the bonds.

At September 30, 2008 all of the loans classified as held-in-portfolio were pledged as collateral for the related securitization bond financing.

Activity in the allowance for credit losses on mortgage loans – held-in-portfolio is as follows for the nine and three months ended September 30, 2008 and 2007, respectively (dollars in thousands):

	For the Nine Months Ended September 30,						For the Three Months Ended September 30,
	2008			2007			2008			2007
Balance, beginning of period	$	230,138		$	22,452		$	616,690		$	100,096
Provision for credit losses		667,638			192,326			206,202			99,159
Charge-offs, net of recoveries		(105,870	)		(39,570	)		(30,986	)		(24,047	)
Balance, end of period	$	791,906		$	175,208		$	791,906		$	175,208

Note 4. Mortgage Securities – Available-for-Sale

As of September 30, 2008, and December 31, 2007, mortgage securities – available-for-sale consisted entirely of the Company’s investment in the residual securities issued by securitization trusts sponsored by the Company, but did not include the NMFT Series 2007-2 residual security, which was designated as trading as a result of the Company’s adoption of SFAS 155, “Accounting for Certain Hybrid Financial Instruments”, an amendment of SFAS 133 and SFAS 140 (“SFAS 155”) on January 1, 2007 and the complexities and uncertainties surrounding the application of this Statement. As a result, the NMFT Series 2007-2, residual security qualifies for the scope exception concerning bifurcation provided by SFAS 155. Residual securities consist of interest-only, prepayment penalty and overcollateralization bonds. Management estimates the fair value of the residual securities by discounting the expected future cash flows of the collateral and bonds.

The following table presents certain information on the Company’s portfolio of mortgage securities – available-for-sale as of September 30, 2008 and December 31, 2007 (dollars in thousands):

	Cost Basis		Unrealized Gain		Unrealized Losses Less Than Twelve Months		Estimated Fair Value		Average Yield (A)
As of September 30, 2008	$	5,389	$	1,523	$	-	$	6,912		24.51	%
As of December 31, 2007		33,302		69		-		33,371		26.94	%

(A)	The average yield is calculated from the cost basis of the mortgage securities and does not give effect to changes in fair value that are reflected as a component of shareholders’ equity.

During the nine and three months ended September 30, 2008 and 2007, management concluded that the decline in value on certain securities in the Company’s mortgage securities portfolio were other-than-temporary. As a result, the Company recognized impairments on mortgage securities – available-for-sale of $22.9 million and $1.7 million during the nine and three months ended September 30, 2008, respectively, as compared to $72.2 million and $46.2 million during the same periods of 2007.

Maturities of mortgage securities owned by the Company depend on repayment characteristics and experience of the underlying financial instruments.

Note 5. Mortgage Securities – Trading

As of September 30, 2008 and December 31, 2007, mortgage securities – trading consisted of the NMFT Series 2007-2 residual security and subordinated securities retained by the Company from securitization transactions as well as subordinated securities purchased from other issuers in the open market. Management estimates the fair value of the residual securities by discounting the expected future cash flows of the collateral and bonds. The fair value of the subordinated securities is estimated based on quoted market prices and compared to estimates based on discounting the expected future cash flows of the collateral and bonds. Refer to Note 9 to the condensed consolidated financial statements for a description of the valuation methods as of September 30, 2008 and December 31, 2007.

The following table summarizes the Company’s mortgage securities – trading as of September 30, 2008 and December 31, 2007 (dollars in thousands):

	Original Face		Amortized Cost Basis		Fair Value		Average Yield (A)
As of September 30, 2008
Subordinated securities pledged to CDO	$	332,489	$	318,907	$	9,807
Other subordinated securities		102,625		95,173		3,451
Residual securities		N/A		17,675		1,723
Total	$	435,114	$	431,755	$	14,981		8.66	%

As of December 31, 2007	$	435,114	$	447,370	$	109,203		13.85	%

(A)	Calculated from the average fair value of the securities.

The Company recognized net trading losses of $78.6 million and $3.7 million for the nine and three months ended September 30, 2008, respectively, as compared to net trading losses of $237.9 million and $148.2 million for the same periods of 2007. These net trading losses are included in the fair value adjustments line on the Company’s condensed consolidated statements of operations.

As of December 31, 2007 the Company had pledged all of its trading securities as collateral for financing purposes. On May 9, 2008, the short-term borrowings collateralized by the Company’s trading securities were repaid and the collateral was released back to the Company.

Note 6. Borrowings

Short-term Borrowings

On May 9, 2008, the Company fully repaid all outstanding borrowings with Wachovia and all agreements were terminated effective the same day. As a result, the Company has no short-term borrowing capacity or agreements currently available to it.

Asset-backed Bonds (“ABB”)

On January 30, 2008, an event of default occurred under the CDO bond indenture agreement due to noncompliance with certain overcollateralization tests. As a result, the trustee, upon notice and at the direction of a majority of the secured noteholders, may declare all of the secured notes to be immediately due and payable including accrued and unpaid interest. No such notice has been given as of April 27, 2009. The Company does not expect any significant impact to its financial condition, cash flows or results of operation as a result of the event of default.

Junior Subordinated Debentures

Trust Preferred Obligations. NFI’s wholly owned subsidiary NovaStar Mortgage, Inc. (“NMI”) has approximately $77.2 million in principal amount of unsecured notes (collectively, the “Notes”) outstanding to NovaStar Capital Trust I and NovaStar Capital Trust II (collectively, the “Trusts”) which secure trust preferred securities issued by the Trusts. The foregoing is net of amounts owed in respect of trust preferred securities of NovaStar Capital Trust II having a par value of $6.9 million purchased by NMI on May 29, 2008 for $0.6 million. NFI has guaranteed NMI's obligations under the Notes.

On May 29, 2008, NFI purchased trust preferred securities of NovaStar Capital Trust II having a par value of $6.9 million for $0.6 million. As a result, $6.9 million of principal and accrued interest of $0.2 million of the Notes was retired and the principal amount, accrued interest, and related unamortized debt issuance costs related to these Notes were removed from the balance sheet at June 30, 2008 resulting in a gain of $6.4 million, recorded to the “Gains on debt extinguishment” line item of the condensed consolidated statements of operations.

On June 4, 2008 and August 14, 2008, the Company received written notices of acceleration from the holders of the trust preferred securities of NovaStar Capital Trust I and NovaStar Capital Trust II, respectively, which declared all obligations of NMI under the related Notes and indenture to be immediately due and payable, and stated the intention of the trust preferred security holders to pursue all available rights and remedies, including but not limited to enforcing their rights under the related guarantee. The total principal and accrued interest owed under the Notes, net of amounts owed in respect of the trust preferred securities held by NMI, was approximately $84.0 million as of April 27, 2009. In addition, the Company is obligated to reimburse the trustees for all reasonable expenses, disbursements and advances in connection with the exercise of rights under the indentures.

Note 7. Commitments and Contingencies

Contingencies

American Interbanc Mortgage Litigation. On March 17, 2008, the Company and American Interbanc Mortgage, LLC (“Plaintiff”) entered into a Confidential Settlement Term Sheet Agreement (the “Settlement Terms”) with respect to the actions, judgments and claims described below.

In March 2002, Plaintiff filed an action against NovaStar Home Mortgage, Inc. (“NHMI”) in Superior Court of Orange County, California entitled American Interbanc Mortgage LLC v. NovaStar Home Mortgage, Inc. et. al. (the “California Action”). In the California Action, Plaintiff alleged that NHMI and two other mortgage companies (“Defendants”) engaged in false advertising and unfair competition under certain California statutes and interfered intentionally with Plaintiff’s prospective economic relations. On May 4, 2007, a jury returned a verdict by a 9-3 vote awarding Plaintiff $15.9 million. The court trebled the award, made adjustments for amounts paid by settling Defendants, and entered a $46.1 million judgment against Defendants on June 27, 2007 (the “Judgment”). The award is joint and several against the Defendants, including NHMI.

NHMI’s motion for the trial court to overturn or reduce the verdict was denied on August 20, 2007, and NHMI appealed that decision (the “Appeal”). Pending the Appeal, Plaintiff commenced enforcement actions in the states of Missouri (the “Kansas City Action”) and Delaware, and obtained an enforcement judgment in Delaware (the “Delaware Judgment”). On January 23, 2008, Plaintiff filed an involuntary petition for bankruptcy against NHMI under 11 U.S.C. Sec. 303, in the United States Bankruptcy Court for the Western District of Missouri (the “Involuntary Bankruptcy”).

On March 17, 2008, the Company and Plaintiff entered into the Settlement Terms with respect to the California Action, the Judgment, the Kansas City Action, the Delaware Judgment, the Involuntary Bankruptcy, and all related claims.

Pursuant to the Settlement Terms, the Involuntary Bankruptcy was dismissed on April 24, 2008 and on May 8, 2008, the Company paid Plaintiff $2.0 million plus the balance in an account established by order of the Bankruptcy Court, and NHMI satisfied obligations totaling $48,000 to certain identified creditors. In addition to the initial payments made to the Plaintiff following dismissal of the Involuntary Bankruptcy, the Company agreed to pay Plaintiff $5.5 million if, prior to July 1, 2010, (i) NFI’s average common stock market capitalization is at least $94.4 million over a period of five consecutive business days, or (ii) the holders of NFI’s common stock are paid $94.4 million in net asset value as a result of any sale of NFI or its assets. If NFI is sold prior to July 1, 2010 for less than $94.4 million and ceases to be a public company, then NFI will obligate the purchaser to pay Plaintiff $5.5 million in the event the value of the company exceeds $94.4 million prior to July 1, 2010 as determined by an independent valuation company.

Pursuant to the Settlement Terms, the releases of NHMI and its affiliate became effective on September 11, 2008. As a result, NHMI has reversed a previously recorded liability of $45.2 million that was included in the consolidated financial statements of the Company.

Trust Preferred Settlement. On September 12, 2008, a petition for involuntary Chapter 7 bankruptcy entitled In re NovaStar Mortgage, Inc. (Case No. 08-12125-CSS) was filed against NMI by the holders of the trust preferred securities in U.S. Bankruptcy Court for the District of Delaware in Wilmington, Delaware. The filing did not include NFI or any other subsidiary or affiliate of NFI. On February 18, 2009, the Company, NMI, NovaStar Capital Trust I, NovaStar Capital Trust II and the trust preferred securities holders entered into agreements to settle the claims of the trust preferred securities holders arising from NMI’s failure to make the scheduled quarterly interest payments on certain unsecured notes issued by NMI to the trusts. The settlement was contingent upon, among other things, the dismissal of the involuntary Chapter 7 bankruptcy. On March 9, 2009, the Bankruptcy Court entered an order dismissing the involuntary proceeding. See Note 6—Trust Preferred Obligations above for additional discussion of the claims of the petitioners and the settlement.

Other Litigation. Since April 2004, a number of substantially similar class action lawsuits have been filed and consolidated into a single action in the United States District Court for the Western District of Missouri. The consolidated complaint names the Company and three of the Company’s current and former executive officers as defendants and generally alleges that the defendants made public statements that were misleading for failing to disclose certain regulatory and licensing matters. The plaintiffs purport to have brought this consolidated action on behalf of all persons who purchased the Company’s common stock (and sellers of put options on the Company’s common stock) during the period October 29, 2003 through April 8, 2004. On January 14, 2005, the Company filed a motion to dismiss this action, and on May 12, 2005, the court denied such motion. On February 8, 2007, the court certified the case as a class action. The Company has entered into a settlement agreement to resolve these pending class action lawsuits. The total amount of the settlement, which is subject to the approval of the United States District Court for the Western District of Missouri, is $7.25 million, and it will be paid by the Company’s insurance carriers. The settlement agreement contains no admission of fault or wrongdoing by the Company or other defendants.

At this time, the Company cannot predict the probable outcome of the following claims and as such no amounts have been accrued in the condensed consolidated financial statements.

In February 2007, a number of substantially similar putative class actions were filed in the United States District Court for the Western District of Missouri. The complaints name the Company and three of the Company’s former and current executive officers as defendants and generally allege, among other things, that the defendants made materially false and misleading statements regarding the Company’s business and financial results. The plaintiffs purport to have brought the actions on behalf of all persons who purchased or otherwise acquired the Company’s common stock during the period May 4, 2006 through February 20, 2007. Following consolidation of the actions, a consolidated amended complaint was filed on October 19, 2007. On December 29, 2007, the defendants moved to dismiss all of plaintiffs’ claims. On June 4, 2008, the Court dismissed the plaintiffs’ complaints without leave to amend. The plaintiffs have filed an appeal of the Court’s ruling.

In May 2007, a lawsuit entitled National Community Reinvestment Coalition v. NovaStar Financial, Inc., et al., was filed against the Company in the United States District Court for the District of Columbia. Plaintiff, a non-profit organization, alleges that the Company maintains corporate policies of not making loans on Indian reservations, on dwellings used for adult foster care or on rowhouses in Baltimore, Maryland in violation of the federal Fair Housing Act. The lawsuit seeks injunctive relief and damages, including punitive damages, in connection with the lawsuit. On May 30, 2007, the Company responded to the lawsuit by filing a motion to dismiss certain of plaintiff’s claims. On March 31, 2008 that motion was denied by the Court. The Company believes that these claims are without merit and will vigorously defend against them.

On January 10, 2008, the City of Cleveland, Ohio filed suit against the Company and approximately 20 other mortgage, commercial and investment bankers alleging a public nuisance had been created in the City of Cleveland by the operation of the subprime mortgage industry. The case was filed in state court and promptly removed to the United States District Court for the Northern District of Ohio. The plaintiff seeks damages for loss of property values in the City of Cleveland, and for increased costs of providing services and infrastructure, as a result of foreclosures of subprime mortgages. On October 8, 2008, the City of Cleveland filed an amended complaint in federal court which did not include claims against the Company but made similar claims against NovaStar Mortgage, Inc., a wholly owned subsidiary of NFI. On November 24, 2008 the Company filed a motion to dismiss. The Company believes that these claims are without merit and will vigorously defend against them.

On January 31, 2008, two purported shareholders filed separate derivative actions in the Circuit Court of Jackson County, Missouri against various former and current officers and directors and named the Company as a nominal defendant. The essentially identical petitions seek monetary damages alleging that the individual defendants breached fiduciary duties owed to the Company in connection with seek monetary damages, alleging insider selling and misappropriation of information, abuse of control, gross mismanagement, waste of corporate assets, and unjust enrichment between May 2006 and December 2007. On June 24, 2008 a third, similar case was filed in United States District Court for the Western District of Missouri. The Company believes that these claims are without merit and will vigorously defend against them.

On May 6, 2008, the Company received a letter written on behalf of J.P. Morgan Mortgage Acceptance Corp. and certain affiliates ("Morgan") demanding indemnification for claims asserted against Morgan in a case entitled Plumbers & Pipefitters Local #562 Supplemental Plan and Trust v. J.P. Morgan Acceptance Corp. et al, filed in the Supreme Court of the State of New York, County of Nassau. The case seeks class action certification for alleged violations by Morgan of sections 11 and 15 of the Securities Act of 1933, on behalf of all persons who purchased certain categories of mortgage backed securities issued by Morgan in 2006 and 2007. Morgan's indemnity demand alleges that any liability it might have to plaintiffs would be based, in part, upon alleged misrepresentations made by the Company with respect to certain mortgages that make up a portion of the collateral for the securities at issue. The Company believes it has meritorious defenses to this demand and expects to defend vigorously any claims asserted.

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 include NovaStar Mortgage Funding Corporation and its individual directors, several securitization trusts sponsored by the Company, 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, and plaintiff has filed a motion to remand the case to state court. Plaintiff seeks monetary damages, alleging that the defendants violated sections 11, 12 and 15 of the Securities Act of 1933 by making allegedly false statements regarding mortgage loans that served as collateral for securities purchased by plaintiff and the purported class members. Pursuant to a stipulation, the Company has not yet filed its initial responsive pleading, and discovery is not yet underway. The Company believes it has meritorious defenses to the case and expects to defend the case vigorously.

On July 7, 2008, plaintiff Jennifer Jones filed a purported class action case in the United States District Court for the Western District of Missouri against the Company, certain former and current officers of the Company, and unnamed members of the Company's "Retirement Committee". Plaintiff, a former employee of the Company, seeks class action certification on behalf of all persons who were participants in or beneficiaries of the Company's 401(k) plan from May 4, 2006 until November 15, 2007 and whose accounts included investments in the Company's common stock. Plaintiff seeks monetary damages alleging that the Company's common stock was an inappropriately risky investment option for retirement savings, and that defendants breached their fiduciary duties by allowing investment of some of the assets contained in the 401(k) plan to be made in the Company's common stock. On November 12, 2008, the Company filed a motion to dismiss which was denied by the Court on February 11, 2009. On April 6, 2009 the Court granted the plaintiff’s motion for class certification. The Company believes it has meritorious defenses to the case and expects to defend the case vigorously.

On October 21, 2008, EHD Holdings, LLC, the purported owner of the building which leases the Company its former principal office space in Kansas City, filed an action for unpaid rent in the Circuit Court of Jackson County, Missouri. The action seeks the immediate possession of the office space, unpaid rent though October 20, 2008 of approximately $1.1 million, plus any accruing rent thereafter, plus attorney fees.

In addition to those matters listed above, the Company is currently a party to various other legal proceedings and claims, including, but not limited to, breach of contract claims, tort claims, and claims for violations of federal and state consumer protection laws.

In addition, the Company has received requests or subpoenas for information from various regulators or law enforcement officials, including, without limitation, the United States Department of Justice, the Federal Bureau of Investigation, the New York Attorney General and the Department of Labor. Management does not expect any significant negative impact to the Company as a result of these requests and subpoenas.

Note 8. Comprehensive Income

Other comprehensive income includes revenues, expenses, gains and losses that are not included in net income. The following is the detail of comprehensive income for the nine and three months ended September 30, 2008 and 2007 (dollars in thousands):

	For the Nine Months Ended September 30,						For the Three Months Ended September 30,
	2008			2007			2008			2007
Net loss	$	(622,625	)	$	(602,235	)	$	(142,771	)	$	(595,371	)
Other comprehensive income (loss):
Change in unrealized loss on mortgage securities – available-for-sale		(21,443	)		(108,376	)		(879	)		(48,738	)
Change in unrealized gain on derivative instruments used in cash flow hedges		(1,059	)		231			88			(479	)
Impairment on mortgage securities - available-for-sale reclassified to earnings		22,897			72,209			1,669			46,216
Valuation allowance for deferred taxes		-			1,855			-			(4,705	)
Net settlements of derivative instruments used in cash flow hedges reclassified to earnings		1,988			(740	)		633			(401	)
Other comprehensive income (loss)		2,383			(34,821	)		1,511			(8,107	)
Total comprehensive loss	$	(620,242	)	$	(637,056	)	$	(141,260	)	$	(603,478	)

Note 9. Fair Value Accounting

Effective January 1, 2007, the Company adopted SFAS No. 157, “Fair Value Measurements” (“SFAS 157”) and SFAS No. 159, “The Fair Value Option for Financial Assets” (“SFAS 159”). Both standards address aspects of the expanding application of fair value accounting.

Fair Value Measurements (SFAS 157)

SFAS 157 defines fair value, establishes a consistent framework for measuring fair value and expands disclosure requirements about fair value measurements. SFAS 157, among other things, requires the Company to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

These 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—Quoted prices for identical instruments in active markets

Level 2—Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable.

Level 3—Instruments whose significant value drivers are unobservable.

The Company determines fair value based upon quoted prices when available or through the use of alternative approaches, such as discounting the expected cash flows using market interest rates commensurate with the credit quality and duration of the investment. The methods the Company uses to determine fair value on an instrument specific basis are detailed in the section titled “Valuation Methods”, below.

The following table presents for each of the fair value hierarchy levels, the Company’s assets and liabilities which are measured at fair value on a recurring basis as of September 30, 2008 (dollars in thousands):

			Fair Value Measurements at Reporting Date Using
Description	Fair Value at September 30, 2008		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:
Mortgage securities -trading	$	14,981	$	-	$	-	$	14,981
Mortgage securities – available-for-sale		6,912		-		-		6,912
Derivative instruments		509		-		-		509
Total assets	$	22,402	$	-	$	-	$	22,402

Liabilities:
Asset-backed bonds secured by mortgage securities	$	11,114	$	-	$	-	$	11,114
Total liabilities	$	11,114	$	-	$	-	$	11,114

The following table provides a reconciliation of the beginning and ending balances for the Company’s mortgage securities – trading which are measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the nine months ended September 30, 2008 and 2007 (dollars in thousands):

	Cost Basis			Unrealized Loss			Estimated Fair Value of Mortgage Securities
As of December 31, 2007	$	41,275		$	(16,534	)	$	24,741
Increases (decreases) to mortgage securities-trading:
Securities transferred from Level 2 to Level 3		414,080			(395,359	)		18,721
Accretion of income		11,259			-			11,259
Proceeds from paydowns of securities		(34,859	)		-			(34,859	)
Mark-to-market value adjustment		-			(4,881	)		(4,881	)
Net increase (decrease) to mortgage securities		390,480			(400,240	)		(9,760	)
As of September 30, 2008	$	431,755		$	(416,774	)	$	14,981

	Cost Basis			Unrealized Gain (Loss)			Estimated Fair Value of Mortgage Securities
As of December 31, 2006	$	-		$	-		$	-
Increases (decreases) to mortgage securities-trading:
New securities retained in securitizations		56,387			226			56,613
Accretion of income		3,102			-			3,102
Proceeds from paydowns of securities		(11,836	)		-			(11,836	)
Mark-to-market value adjustment		-			(6,132	)		(6,132	)
Net increase (decrease) to mortgage securities		47,653			(5,906	)		41,747
As of September 30, 2007	$	47,653		$	(5,906	)	$	41,747

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) for the nine months ended September 30, 2008 and 2007 (dollars in thousands):

	Cost Basis			Unrealized Gain		Estimated Fair Value of Mortgage Securities
As of December 31, 2007	$	33,302		$	69	$	33,371
Increases (decreases) to mortgage securities:
Accretion of income (A)		5,976			-		5,976
Proceeds from paydowns of securities (A) (B)		(10,992	)		-		(10,992	)
Impairment on mortgage securities - available-for-sale		(22,897	)		-		(22,897	)
Mark-to-market value adjustment		-			1,454		1,454
Net (decrease) increase to mortgage securities		(27,913	)		1,454		(26,459	)
As of September 30, 2008	$	5,389		$	1,523	$	6,912

(A)	Cash received on mortgage securities with no cost basis was $2.0 million for the nine months ended September 30, 2008.

(B)

For mortgage securities with a remaining cost basis, the Company reduces the cost basis by the amount of cash that is contractually due from the securitization trusts. In contrast, for mortgage securities in which the cost basis has previously reached zero, the Company records in interest income the amount of cash that is contractually due from the securitization trusts. In both cases, there are instances where the Company may not receive a portion of this cash until after the balance sheet reporting date. Therefore, these amounts are recorded as receivables from the securitization trusts. As of September 30, 2008, the Company had no receivable due from securitization trusts. As of December 31, 2007 the Company had receivables from securitization trusts of $12.5 million related to mortgage securities available-for-sale with a remaining cost basis.

	Cost Basis			Unrealized Gain			Estimated Fair Value of Mortgage Securities
As of December 31, 2006	$	310,760		$	38,552		$	349,312
Increases (decreases) to mortgage securities:
Transfer to mortgage securities – trading upon adoption of SFAS 159		(47,814	)		1,131			(46,683	)
Accretion of income (A)		44,133			-			44,133
Proceeds from paydowns of securities (A) (B)		(152,102	)		-			(152,102	)
Impairment on mortgage securities - available-for-sale		(72,209	)		72,209			-
Mark-to-market value adjustment		-			(108,376	)		(108,376	)
Net decrease to mortgage securities		(227,992	)		(35,036	)		(263,028	)
As of September 30, 2007	$	82,768		$	3,516		$	86,284

(A)	Cash received on mortgage securities with no cost basis was $3.4 million for the nine months ended September 30, 2007.

(B)

As of September 30, 2007 and December 31, 2006 the Company had receivables from securitization trusts of $16.3 million and $21.2 million, respectively, related to mortgage securities available-for-sale with a remaining cost basis. Also the Company had receivables from securitization trusts of $49,000 and $0.7 million related to mortgage securities with a zero cost basis as of September 30, 2007 and December 31, 2006, respectively.

The following table provides quantitative disclosures about the fair value measurements for the Company’s assets which are measured at fair value on a nonrecurring basis as of September 30, 2008 (dollars in thousands):

			Fair Value Measurements at Reporting Date Using
Description	Fair Value at September 30, 2008		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Real estate owned	$	53,763		-		-	$	53,763

At the time a mortgage loan held-for-sale or held-in-portfolio becomes real estate owned, the Company records the property at the lower of its carrying amount or fair value. Upon foreclosure and through liquidation, the Company evaluates the property's fair value as compared to its carrying amount and records a valuation adjustment when the carrying amount exceeds fair value. Any valuation adjustments at the time the loan becomes real estate owned are charged to the allowance for credit losses.

The following table provides a summary of the impact to earnings for the nine and three months ended September 30, 2008 and 2007 from the Company’s assets and liabilities which are measured at fair value on a recurring and nonrecurring basis (dollars in thousands):

		Fair Value Adjustments For the Nine months ended September 30						Fair Value Adjustments For the Three Months Ended September 30
Asset or Liability Measured at Fair Value	Fair Value Measurement Frequency	2008			2007			2008			2007			Statement of Operations Line Item Impacted
Mortgage securities - trading	Recurring	$	(78,607	)	$	(237,919	)	$	(3,741	)	$	(148,179	)	Fair value adjustments
Mortgage securities – available-for-sale	Recurring		(22,897	)		(72,209	)		(1,668	)		(46,216	)	Impairment on mortgage securities – available-for-sale
Asset-backed bonds secured by mortgage securities	Recurring		58,338			179,695			6,141			116,187		Fair value adjustments
Derivative instruments, net	Recurring		2,343			(5,775	)		4,793			(10,778	)	Losses on derivative instruments
Total fair value losses		$	(40,823	)	$	(136,208	)	$	5,525		$	(88,986	)

Valuation Methods

Mortgage securities – trading. Trading securities are recorded at fair value with gains and losses, realized and unrealized, included in earnings. The Company uses the specific identification method in computing realized gains or losses. Prior to September 30, 2008, the Company estimated fair value for its subordinated securities solely from quoted market prices. As of September 30, 2008, the Company estimated fair value for its subordinated securities based on quoted market prices compared to estimates based on discounting the expected future cash flows of the collateral and bonds. The Company determined this change in valuation method caused a change from Level 2 to Level 3 due to the unobservable inputs used by the Company in determining the expected future cash flows. The Company determined its valuation methodology for residual securities would also qualify as Level 3.

In addition, upon the closing of its NMFT Series 2007-2 securitization, the Company classified the residual security it retained as trading. Management estimates the fair value of its residual securities by discounting the expected future cash flows of the collateral and bonds. Due to the unobservable inputs used by the Company in determining the expected future cash flows, the Company determined its valuation methodology for residual securities would qualify as Level 3. See “Mortgage securities – available-for-sale" for further discussion of the Company’s valuation policies relating to residual securities.

Mortgage securities – available-for-sale. Mortgage securities – available-for-sale represent beneficial interests the Company retained in securitization and resecuritization transactions which include residual securities. The Company had no subordinated securities included within the mortgage securities – available-for-sale classification as of September 30, 2008. Mortgage securities classified as available-for-sale are reported at their estimated fair value with unrealized gains and losses reported in accumulated other comprehensive income. To the extent that the cost basis of mortgage securities exceeds the fair value and the unrealized loss is considered to be other than temporary, an impairment charge is recognized and the amount recorded in accumulated other comprehensive income or loss is reclassified to earnings as a realized loss. The specific identification method is used in computing realized gains or losses. The Company used two methodologies for determining the initial value of its residual securities: 1) the whole loan price methodology and 2) the discount rate methodology. The Company believes the best estimate of the initial value of the residual securities it retained in its securitizations accounted for as sales is derived from the market value of the pooled loans. As such, the Company generally used the whole loan price methodology when significant open market sales pricing data was available. Under this method, the initial value of the loans transferred in a securitization accounted for as a sale was estimated based on the expected open market sales price of a similar pool. In open market transactions, the purchaser has the right to reject loans at its discretion. In a loan securitization, loans generally cannot be rejected. As a result, the Company adjusted the market price for the loans to compensate for the estimated value of rejected loans. The market price of the securities retained was derived by deducting the net proceeds received in the securitization (i.e. the economic value of the loans transferred) from the estimated adjusted market price for the entire pool of the loans.

An implied yield (discount rate) was derived by taking the projected cash flows generated using assumptions for prepayments, expected credit losses and interest rates and then solving for the discount rate required to present value the cash flows back to the initial value derived above. The Company then ascertained whether the resulting discount rate was commensurate with current market conditions. Additionally, the initial discount rate serves as the initial accretable yield used to recognize income on the securities.

When significant open market pricing information was not readily available to the Company, it used the discount rate methodology. Under this method, the Company first analyzes market discount rates for similar assets. After establishing the market discount rate, the projected cash flows were discounted back to ascertain the initial value of the residual securities. The Company then ascertained whether the resulting initial value was commensurate with current market conditions.

Derivative instruments. The fair value of interest rate agreements are estimated by discounting the projected future cash flows using appropriate market rates.

Asset-backed bonds secured by mortgage securities. See discussion under Fair Value Option for Financial Assets and Financial Liabilities (SFAS 159).

Real estate owned. Real estate owned is carried at the lower of cost or fair value less estimated selling costs. The Company estimates fair value at the asset’s liquidation value less selling costs using management’s assumptions which are based on historical loss severities for similar assets.

Fair Value Option for Financial Assets and Financial Liabilities (SFAS 159)

Under SFAS 159, the Company may elect to report most financial instruments and certain other items at fair value on an instrument-by-instrument basis with changes in fair value reported in earnings. After the initial adoption, the election is made at the acquisition of an eligible financial asset, financial liability, or firm commitment or when certain specified reconsideration events occur. The fair value election may not be revoked once an election is made.

On January 1, 2007, the Company adopted the provisions of SFAS 159. The Company elected the fair value option for the asset-backed bonds issued from NovaStar ABS CDO I, which closed in the first quarter of 2007. The Company elected the fair value option for these liabilities to help reduce earnings volatility which otherwise would arise if the accounting method for this debt was not matched with the fair value accounting for the related mortgage securities - trading. The asset-backed bonds which are being carried at fair value are included in the “Asset-backed bonds secured by mortgage securities“ line item on the condensed consolidated balance sheets. The Company recognized fair value adjustments of $58.3 million and $6.1 million for the nine and three months ended September 30, 2008, respectively, and $179.7 million and $116.2 million for the same periods in 2007. These adjustments are included in the “Fair value adjustments” line item on the condensed consolidated statements of operations. Prior to September 30, 2008, the Company estimated fair value for its subordinated securities underlying the asset-backed bonds solely from quoted market prices. As of September 30, 2008, the Company estimated fair value for its underlying subordinated securities based on quoted market prices compared to estimates based on discounting the expected future cash flows of the collateral and bonds. The Company determined this change in valuation method of the underlying securities caused a change from Level 2 to Level 3 for the asset-backed bonds due to the unobservable inputs used by the Company in determining the expected future cash flows. The Company calculates interest expense for these asset-backed bonds based on the prevailing coupon rates of the specific classes of debt and records interest expense in the period incurred. Interest expense amounts are included in the “Interest expense” line item of the condensed consolidated statements of operations.

The Company has not elected fair value accounting for any other balance sheet items as allowed by SFAS 159.

The following table shows the impact of electing the fair value option for the nine months ended September 30, 2008 (dollars in thousands):

Description		Unpaid Principal Balance as of September 30, 2008				Gain Recognized				Balance at Fair Value
Asset-backed bonds secured by mortgage securities		$	325,641			$	58,337			$	11,114

Substantially all of the $58.3 million change in fair value of the asset-backed bonds is considered to be related to specific credit risk as all of the bonds are floating rate. The change in credit risk was caused by spreads widening in the asset-backed securities market during the first three quarters of 2008.

Note 10. Interest Income

The following table presents the components of interest income for the nine and three months ended September 30, 2008 and 2007 (dollars in thousands):

	For the Nine Months Ended September 30,				For the Three Months Ended September 30,
	2008		2007		2008		2007
Interest Income:
Mortgage securities	$	33,319	$	83,866	$	6,561	$	23,517
Mortgage loans held-in-portfolio		148,829		191,191		45,517		67,451
Other interest income (A)		1,129		4,680		191		1,013
Total interest income	$	183,277	$	279,737	$	52,269	$	91,981


(A)	Other interest income includes interest from corporate operating cash. During the nine and three months ended September 30, 2007 other interest income also included interest earned on funds the Company held as custodian and the Company’s warehouse notes receivable.

Note 11. Interest Expense

The following table presents the components of interest expense for the nine and three months ended September 30, 2008 and 2007 (dollars in thousands):

	For the Nine Months Ended September 30,				For the Three Months Ended September 30,
	2008		2007		2008		2007
Interest Expense:
Short-term borrowings secured by mortgage securities	$	434	$	22,220	$	-	$	9,774
Asset-backed bonds secured by mortgage loans		75,445		141,086		20,516		49,780
Asset-backed bonds secured by mortgage securities		10,699		12,868		4,093		5,001
Junior subordinated debentures		4,579		6,115		1,265		2,058
Total interest expense	$	91,157	$	182,289	$	25,874	$	66,613

Note 12. Discontinued Operations

During 2007, the Company undertook workforce reductions pursuant to plans of termination (“Exit Plans”) to align its organization and costs with its decision to discontinue its mortgage lending and mortgage servicing activities. The Company considers an operating unit to be discontinued upon its termination date, which is the point in time when the operations substantially cease. The provisions of SFAS 144 require the results of operations associated with those operating units terminated to be classified as discontinued operations and segregated from the Company’s continuing results of operations for all periods presented. In accordance with SFAS 144, the Company has reclassified the operating results of its mortgage lending segment and loan servicing operations segment as discontinued operations in the condensed consolidated statements of operations for the nine months ended September 30, 2007.

The major classes of assets and liabilities reported as discontinued operations as of September 30, 2008 and December 31, 2007 are as follows (dollars in thousands):

	September 30,		December 31,
	2008			2007(A)
Assets
Mortgage loans - held-for-sale	$	1,297	$	5,253
Real estate owned		446		2,574
Other assets		-		428
Total assets	$	1,743	$	8,255

Liabilities
Short-term borrowings secured by mortgage loans	$	-	$	19
Accounts payable and other liabilities (A)		3,677		59,397
Total liabilities	$	3,677	$	59,416

(A)	The accounts payable and other liabilities line includes a $45.2 million liability as of December 31, 2007 recorded in connection with the judgment rendered against NHMI in the California Action by AIM, the settlement of which became final as of September 11, 2008.

The operating results of all discontinued operations for the nine and three months ended September 30, 2008 and 2007 are summarized as follows (dollars in thousands):

	For the Nine Months Ended September 30,						For the Three Months Ended September 30,
	2008			2007			2008			2007
Interest income	$	964		$	92,757		$	143		$	18,996
Interest expense		(13	)		71,102			2			26,015
Net interest income		977			21,655			141			(7,019	)

Other operating expense:
Gains (losses) on sales of mortgage assets		573			(15,679	)		163			(3,497	)
Gains (losses) on derivative instruments		-			(4,261	)		-			(3,479	)
Valuation adjustment on mortgage loans – held-for-sale		(3,733	)		(98,935	)		(460	)		(74,375	)
Fee income		903			17,901			1			6,739
Premiums for mortgage loan insurance		-			(2,668	)		-			(12	)
Other income		241			(6,267	)		-			(7,890	)
Total other operating expense		(2,016	)		(109,909	)		(296	)		(82,514	)

General and administrative expenses (A)		(37,097	)		164,609			(43,560	)		84,624
Gain (loss) from discontinued operations before income tax expense		36,058			(252,863	)		43,405			(174,157	)
Income tax expense		13,587			-			13,587			-
Gain (loss) from discontinued operations	$	22,471		$	(252,863	)	$	29,818		$	(174,157	)

(A)

The general and administrative expenses line includes the reversal of a $45.2 million liability during the nine and three months ended September 30, 2008 which was recorded in connection with the judgment rendered against NHMI in the California Action by AIM, the settlement of which became final as of September 11, 2008.

Mortgage Loans – Held-for-Sale

Mortgage loans – held-for-sale, relating to discontinued operations, all of which are secured by residential properties, consisted of the following as of September 30, 2008 and December 31, 2007 (dollars in thousands):

	September 30, 2008			December 31, 2007
Mortgage loans – held-for-sale:
Outstanding principal	$	16,353		$	17,545
Allowance for the lower of cost or fair value		(15,056	)		(12,292	)
Mortgage loans – held-for-sale	$	1,297		$	5,253
Weighted average coupon		10.18	%		10.23	%

Activity in the allowance for the lower of cost or fair value on mortgage loans – held-for-sale, relating to discontinued operations, is as follows for the nine and three months ended September 30, 2008 and 2007, respectively (dollars in thousands):

	For the Nine Months Ended September 30,						For the Three Months Ended September 30,
	2008			2007			2008			2007
Balance, beginning of period	$	12,292		$	5,006		$	14,495		$	23,718
Valuation adjustment on mortgage loans held-for-sale		3,733			98,935			460			74,375
Transfer from the reserve for loan repurchases		-			23,206			-			877
Transfer to cost basis of mortgage loans – held-in-portfolio		-			(14,843	)		-			-
Reduction due to loans securitized or sold to third parties		-			(3,323	)		-			(64	)
Transfers to real estate owned		567			(15,859	)		(2	)		(5,784	)
Charge-offs, net of recoveries		(1,536	)		-			103			-
Balance, end of period	$	15,056		$	93,122		$	15,056		$	93,122

Commitments and Contingencies

See Note 7 regarding contingencies arising from discontinued operations.

In the ordinary course of the Company’s mortgage lending business, the Company sold whole pools of loans with recourse for borrower defaults. When whole pools are sold as opposed to securitized, the third party has recourse against the Company for certain borrower defaults. Because the loans are no longer on the Company’s balance sheet, the recourse component is considered a guarantee. The Company maintained a $1.1 million reserve related to these guarantees as of September 30, 2008 compared to a $2.2 million reserve as of December 31, 2007.

Prior to 2008, in the ordinary course of the Company’s mortgage lending business, the Company sold loans to securitization trusts and guaranteed losses suffered by the trusts resulting from defects in the loan origination process. Defects may occur in the loan documentation and underwriting process, either through processing errors made by the Company or through intentional or unintentional misrepresentations made by the borrower or agents during those processes. If a defect is identified, the Company is required to repurchase the loan. As of September 30, 2008 and December 31, 2007, the Company had loans sold with recourse with an outstanding principal balance of $8.5 billion and $10.1 billion, respectively. Historically, repurchases of loans where a defect has occurred have been insignificant; therefore, the Company has recorded no reserves related to these guarantees.

Fair Value Accounting

Effective January 1, 2007, the Company adopted SFAS 157 and SFAS 159. Both standards address aspects of the expanding application of fair value accounting.

Fair Value Measurements (SFAS 157)

The following table provides quantitative disclosures about the fair value measurements for the Company’s assets related to discontinued operations which are measured at fair value on a nonrecurring basis as of September 30, 2008 (dollars in thousands):

			Fair Value Measurements at Reporting Date Using
Description	Fair Value at September 30, 2008		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Mortgage loans-held-for-sale	$	1,297	$	-	$	-	$	1,297
Real estate owned		446		-		-		446
Total	$	1,743	$	-	$	-	$	1,743

The Company’s mortgage loans held-for-sale have a fair value lower than their cost basis by $15.1 million. Therefore, all mortgage loans held-for-sale have been written down to fair value. The Company recorded a valuation adjustment of $3.7 million and $0.5 million on mortgage loans – held-for-sale for the nine and three months ended September 30, 2008, as compared to $98.9 million and $74.4 million for the same periods in 2007. At the time a mortgage loan held-for-sale becomes real estate owned, the Company records the property at the lower of its carrying amount or fair value. Upon foreclosure and through liquidation, the Company evaluates the property's fair value as compared to its carrying amount and records a valuation adjustment when the carrying amount exceeds fair value. For mortgage loans held-for-sale, valuation adjustments for discontinued operations are recorded in the “Loss from discontinued operations, net of income tax” line item of the Company's condensed consolidated statements of operations.

The following table provides a summary of the impact to earnings for the nine and three months ended September 30, 2008 and 2007 from the Company’s assets and liabilities related to discontinued operations which are measured at fair value on a recurring and nonrecurring basis as of September 30, 2008 (dollars in thousands):

		Fair Value Adjustments For the Nine months ended September 30							Fair Value Adjustments For the Three Months Ended September 30
Asset or Liability Measured at Fair Value	Fair Value Measurement Frequency	2008			2007				2008			2007				Statement of Discontinued Operations Line Item Impacted
Mortgage loans – held-for-sale	Nonrecurring	$	(3,733	)		$	(98,935	)	$	(460	)		$	(74,375	)	Valuation adjustment on mortgage loans – held-for-sale
Real estate owned	Nonrecurring		(62	)			(8,133	)		103				(3,290	)	Gains (losses) on sales of mortgage assets
Total fair value losses		$	(3,795	)		$	(107,068	)	$	(357	)		$	(77,665	)

Valuation Methods

Mortgage loans - held-for-sale and real estate owned. Both mortgage loans - held-for-sale and real estate owned are carried at the lower of cost or fair value. As of September 30, 2008, the Company estimated the fair value of its mortgage loans – held-for-sale and real estate owned based on two categories. All loans and real estate owned that had mortgage insurance were marked down to a value which reflects the Company’s best estimate of net realizable value. All loans and real estate owned which did not have mortgage insurance were valued at zero due to their nonperforming characteristics.

Note 13. Income Taxes

Based on the evidence available as of September 30, 2008 and December 31, 2007, including the significant tax losses incurred by the Company in 2007 and the first three quarters of 2008, the ongoing disruption to the credit markets, the liquidity issues facing the Company and the termination of all of the Company’s mortgage lending and loan servicing operations, the Company believes that it is more likely than not that the Company will not realize its deferred tax assets. Based on these conclusions, the Company recorded a valuation allowance against its entire net deferred tax assets as of September 30, 2008 and December 31, 2007.

Prior to September 30, 2008, the Company used its 2007 federal net operating loss carryback to offset its 2006 taxable income. Accordingly, the Company has recorded additional interest of $0.8 million for the nine months ended September 30, 2008 related to the balance due to the IRS, which is included in the accounts payable and other liabilities line item of the Company’s condensed consolidated balance sheet. The Company also offset the 2006 tax liability with the receivable recorded for the 2007 federal net operating loss carried back against its 2006 taxable income.

The Company recognizes tax benefits in accordance with the Financial Accounting Standards Board Interpretation No. 48, “Accounting for Uncertainty in Income Taxes,” an interpretation of SFAS No. 109, “Accounting for Income Taxes”, (“FIN 48”). FIN 48 establishes a “more-likely-than-not” recognition threshold that must be met before a tax benefit can be recognized in the financial statements. As of September 30, 2008 and December 31, 2007, the total gross amount of unrecognized tax benefits was $1.0 million and $6.3 million, respectively. With respect to an uncertain tax position, the Company requested the IRS to issue a closing agreement or determination letter for 2006 and 2007. The IRS has verbally provided guidance to the Company and the Company has filed tax returns consistent with that guidance. The uncertain tax position balance has been adjusted to reflect these filings.

Note 14. Segment Reporting

The Company reviews, manages and operates its business in one segment: mortgage portfolio management. Mortgage portfolio management operating results come from the income generated on the mortgage assets the Company manages less associated costs. As discussed in Note 12, the Company discontinued its mortgage lending and loan servicing segments during 2007 and had discontinued its branch operations in 2006. The mortgage portfolio management segment’s operating results for the nine and three months ended September 30, 2008 and 2007 are the same as the Company’s condensed consolidated statements of operations.

Note 15. Earnings Per Share

The computations of basic and diluted earnings per share for the nine and three months ended September 30, 2008 and 2007 are as follows (in thousands, except share and per share amounts):

	For the Nine Months Ended September 30,						For the Three Months Ended September 30,
	2008			2007			2008			2007
Numerator:
Loss from continuing operations	$	(645,096	)	$	(349,372	)	$	(172,589	)	$	(421,214	)
Dividends on preferred shares		(11,536	)		(5,960	)		(4,879	)		(2,634	)
Loss from continuing operations available to common shareholders		(656,632	)		(355,332	)		(177,468	)		(423,848	)
Income (loss) from discontinued operations, net of income tax		22,471			(252,863	)		29,818			(174,157	)
Loss available to common shareholders	$	(634,161	)	$	(608,195	)	$	(147,650	)	$	(598,005	)

Denominator:
Weighted average common shares outstanding – basic		9,337,517			9,331,206			9,337,695			9,336,175

Weighted average common shares outstanding – dilutive:
Weighted average common shares outstanding – basic		9,337,517			9,331,206			9,337,695			9,336,175
Stock options		-			-			-			-
Restricted stock		-			-			-			-
Weighted average common shares outstanding – dilutive		9,337,517			9,331,206			9,337,695			9,336,175

Basic earnings per share:
Loss from continuing operations	$	(69.09	)	$	(37.44	)	$	(18.48	)	$	(45.12	)
Dividends on preferred shares		(1.24	)		(0.64	)		(0.52	)		(0.28	)
Loss from continuing operations available to common shareholders		(70.33	)		(38.08	)		(19.00	)		(45.40	)
Income (loss) from discontinued operations, net of income tax		2.41			(27.10	)		3.19			(18.65	)
Net loss available to common shareholders	$	(67.92	)	$	(65.18	)	$	(15.81	)	$	(64.05	)

Diluted earnings per share:
Loss from continuing operations	$	(69.09	)	$	(37.44	)	$	(18.48	)	$	(45.12	)
Dividends on preferred shares		(1.24	)		(0.64	)		(0.52	)		(0.28	)
Loss from continuing operations available to common shareholders		(70.33	)		(38.08	)		(19.00	)		(45.40	)
Income (loss) from discontinued operations, net of income tax		2.41			(27.10	)		3.19			(18.65	)
Net loss available to common shareholders	$	(67.92	)	$	(65.18	)	$	(15.81	)	$	(64.05	)

The following restricted stock and stock options to purchase shares of common stock were outstanding during each period presented, but were not included in the computation of diluted earnings per share because the number of shares assumed to be repurchased, as calculated was greater than the number of shares to be obtained upon exercise, therefore, the effect would be antidilutive (in thousands, except exercise prices):

	For the Nine Months Ended September 30,						For the Three Months Ended September 30,
	2008			2007			2008			2007
Number of stock options			185			369			185			454
Weighted average exercise price		$	53.26		$	36.79		$	53.26		$	32.08

Note 16. Subsequent Events

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

The following discussion should be read in conjunction with the preceding unaudited condensed consolidated financial statements of NovaStar Financial, Inc. and its subsidiaries (the “Company” ,”NovaStar Financial”, “NFI” , “we” or “us”) and the notes thereto as well as NovaStar Financial’s annual report to shareholders and annual report on Form 10-K for the fiscal year ended December 31, 2007.

Safe Harbor Statement

Statements in this report regarding NovaStar Financial, Inc. and its business, which are not historical facts, are “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. Forward looking statements are those that predict or describe future events and that do not relate solely to historical matters and include statements regarding management's beliefs, estimates, projections, and assumptions with respect to, among other things, our future operations, business plans and strategies, cash flows and cash needs, and future asset values, as well as industry and market conditions, all of which are subject to change at any time without notice. Words such as "believe," "expect," "anticipate," "promise," "plan," and other expressions or words of similar meanings, as well as future or conditional verbs such as "will," "would," "should," "could," or "may" are generally intended to identify forward-looking statements. Actual results and operations for any future period may vary materially from those discussed herein. Some important factors that could cause actual results to differ materially from those anticipated include: our ability to continue as a going concern; decreases in cash flows from our mortgage securities; our ability to reduce expenses; exercise of remedies with respect to existing defaults under, and our ability to restructure the agreements governing, our indebtedness and other contractual obligations; our ability to maintain an exemption from regulation under the Investment Company Act of 1940, our ability to identify and establish or invest in, and successfully manage and grow, operating businesses that may be outside of the businesses in which we historically have operated; impairments on our mortgage assets; decreases in prepayment rates or increases in default rates or losses on mortgage loans underlying our mortgage assets; loan repurchase requests; changes in assumptions regarding estimated loan losses and fair value amounts; the extent and timing of the return of cash posted as collateral on letters of credit; our ability to maintain effective internal control over financial reporting and disclosure controls and procedures in the future; residential property values; interest rate fluctuations on our assets that differ from our liabilities; the outcome of litigation or regulatory actions pending against us or other legal contingencies; our compliance with applicable local, state and federal laws and regulations; compliance with new accounting pronouncements; the impact of general economic conditions; and the risks that are from time to time included in our filings with the Securities and Exchange Commission (“SEC”), including this report on Form 10-Q. Other factors not presently identified may also cause actual results to differ. This report on Form 10-Q speaks only as of its date and we expressly disclaim any duty to update the information herein except as required by federal securities laws.

Executive Overview of Performance

The financial services sector continued to experience widespread market turmoil. In particular, the mortgage industry continued to experience extreme conditions. Significant disruptions continued in global capital markets. Housing valuations continued their steep decline. Home foreclosures and mortgage delinquencies are severely negatively impacting the performance and value of mortgage loans and securities today. The full impact of the events of 2007 and 2008 are not expected to be fully understood in the near term.

As previously reported we ceased all lending and loan servicing operations in 2007 due to the extreme conditions surrounding the financial services sector. Management has undertaken severe and far-reaching measures in an attempt to preserve liquidity and to continue to operate as a going concern. The market conditions and the resulting actions by management have generated significant losses during 2007 and 2008 and we currently have a significant stockholders’ deficit.

The following discussion outlines the major factors which drove our third quarter 2008 financial performance.

Credit Performance – With repayment risks no longer offset by rising home values and liquidity in the mortgage lending market, delinquencies in the industry continued to rise in 2008. These credit issues continue to negatively affect the income generated by, and values of, our portfolio of mortgage loans and securities. We recorded provisions for credit losses totaling $667.6 million for the nine months ended September 30, 2008, to account for the significant effect of the credit deterioration in our loan portfolio.

Borrower Prepayments – In the past, we retained the prepayment securities from the securitizations we executed. These securities receive the prepayment penalty cash flows paid by borrowers when they prepay their loan. Due to the inability of many borrowers to refinance their loan as a result of tighter market underwriting standards and the decline in home values, we are experiencing slower than expected prepayment speeds.

We recognized impairments of $22.9 million on our mortgage securities – available-for-sale for the nine months ended September 30, 2008 as a result of slower prepayment speeds and poor credit performance.

Liquidity – Our cash balances declined by approximately $6.6 million during the nine months ended September 30, 2008 primarily due to repayment of short-term secured borrowings, lease terminations, current income tax payments, litigation settlements, normal business operations and costs associated with discontinued operations. We no longer maintain any short-term borrowing arrangements. As a result, we face substantial liquidity risk and uncertainty, near-term and otherwise, which threatens our ability to continue as a going concern and avoid bankruptcy. See “Liquidity and Capital Resources” for further discussion of our liquidity position and steps we have taken to preserve liquidity levels.

See discussion under heading “Industry Overview and Known Material Trends and Uncertainties” below for more information about current conditions in our industry and the steps we are taking or considering to manage our business in this challenging environment.

The following selected key performance metrics are derived from our condensed consolidated financial statements for the periods presented and should be read in conjunction with the more detailed information therein and with the disclosure included elsewhere in “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

Table 1 — Summary of Financial Highlights and Key Performance Metrics

(dollars in thousands; except per share amounts)

	For the Nine Months						For the Three Months
	Ended September 30,						Ended September 30,
	2008			2007			2008			2007

Net loss available to common shareholders	$	(634,161	)	$	(608,195	)	$	(147,650	)	$	(598,005	)
Net loss available to common shareholders, per diluted share	$	(67.92	)	$	(65.18	)	$	(15.81	)	$	(64.05	)

For the nine months ended September 30, 2008 as compared to the nine months ended September 30, 2007.We had a net loss available to common shareholders of $634.2 million during the nine months ended September 30, 2008 as compared to a net loss available to common shareholders of $608.2 million for the same period in 2007.

We had a net loss from continuing operations of $645.1 million during the nine months ended September 30, 2008 as compared to a net loss from continuing operations of $349.4 million for the same period in 2007. The following factors contributed to the current year loss as compared to the prior period income:

We had an income tax benefit of $16.8 million for the nine months ended September 30, 2008 as compared to incurring an income tax expense of $59.2 million for the same period of 2007. The income tax expense in 2007 was driven by the formal plan approved by the Board of Directors to revoke our status as a real estate investment trust (“REIT”) as of January 1, 2008. This plan was subsequently superseded in the third quarter of 2007 by termination of our REIT status as of January 1, 2006.

	·	An increase in our provision for credit losses for our mortgage loans held-in-portfolio to $667.6 million for the nine months ended September 30, 2008 from $192.3 million for the same period in 2007. This increase of $475.3 million was primarily due to the continued credit deterioration in our mortgage loans held-in-portfolio.

A net loss due to fair value adjustments of $20.3 million related to our trading securities and the asset-backed bonds issued in our CDO transaction. The trading securities had a negative fair value adjustment of approximately $(78.6) million while the CDO asset-backed bonds had a positive fair value adjustment of $58.3 million. These adjustments were a result of significant credit deterioration of underlying loans collateralizing these securities.

We had net income from discontinued operations of $22.5 million during the nine months ended September 30, 2008 as compared to a loss of $252.9 million for the same period in 2007. We had net income in 2008 primarily due to the reversal of the AIM litigation accrual. The loss in 2007 was mainly due to the shutdown of our mortgage lending and loan servicing operations being substantially completed by the end of 2007.

For the three months ended September 30, 2008 as compared to the three months ended September 30, 2007.

We had a net loss available to common shareholders of $147.7 million during the three months ended September 30, 2008 as compared to a net loss available to common shareholders of $598.0 million for the same period in 2007.

We had a loss from continuing operations of $172.6 million during the three months ended September 30, 2008 as compared to a loss from continuing operations of $421.2 million for the same period in 2007. The following items were also significant factors during the quarter:

We had an income tax benefit of $17.8 million for the three months ended September 30, 2008 as compared to incurring an income tax expense of $245.8 million for the same period of 2007. The tax expense in 2007 was driven by the formal plan approved by the Board of Directors to revoke status as a REIT as of January 1, 2008. This plan was subsequently superseded in the third quarter of 2007 by termination of our REIT status as of January 1, 2006 as a result of our inability to pay a dividend on our common stock with respect to our 2006 taxable income.

An increase in our provision for credit losses for our mortgage loans held-in-portfolio to $206.2 million for the three months ended September 30, 2008 from $99.2 million for the same period in 2007. This increase of $107.0 million was primarily due to the continued credit deterioration in our mortgage loans held-in-portfolio.

We had net income from discontinued operations of $29.8 million during the three months ended September 30, 2008 as compared to incurring a loss of $174.2 million for the same period in 2007. This change from 2007 to 2008 is primarily due to the shutdown of our mortgage lending and loan servicing operations which was substantially completed by the end of 2007. The current quarter income was primarily driven by the reversal of the AIM litigation accrual offset in part by residual operating costs.

Industry Overview and Known Material Trends and Uncertainties

Future Strategy, Liquidity and Going Concern Considerations - We will continue to focus on minimizing losses and preserving liquidity and exploring operating company opportunities. Our residual and subordinated mortgage securities are currently our only significant source of cash flows. Based on current projections, the cash flows from our mortgage securities will decrease in the next several months as the underlying mortgage loans are repaid, and could be significantly less than the current projections if losses on the underlying mortgage loans exceed, or prepayments are less than, the current assumptions. In addition, we have significant operating expenses associated with office leases and other obligations relating to our discontinued operations. We also have significant obligations with respect to junior subordinated notes relating to the trust preferred securities of NovaStar Capital Trust I and NovaStar Capital Trust II. See “Liquidity and Capital Resources” for additional discussion regarding the recent defaults under the junior subordinated notes.

If, as the cash flows from our mortgage securities decrease, we are unable to recommence or acquire profitable operations, restructure our unsecured debt, capital structure and contractual obligations or if the cash flows from our mortgage securities are less than currently anticipated, there can be no assurance that we will be able to continue as a going concern and avoid seeking the protection of applicable bankruptcy laws.

We have initiated efforts to restructure our indebtedness and certain contractual obligations and are assessing potential changes to elements of our capital structure, with the goal of negotiating and implementing changes to facilitate the achievement of long-term value. There can be no assurance that any of these efforts will be successful.

Due to the fact that we have a negative net worth, we do not currently have significant ongoing business operations that are profitable and our common stock and Series C Preferred Stock have been delisted from the New York Stock Exchange, and due to the illiquidity in the capital markets it is unlikely that we will be able to obtain additional equity or debt financing on favorable terms, or at all, for the foreseeable future. To the extent we require additional liquidity and cannot obtain it, we will be forced to file for bankruptcy.

As discussed in Note 1 to the condensed consolidated financial statements, we acquired a majority interest in an appraisal management company during the third quarter of 2008, and we intend to seek out other operating business opportunities. It is unlikely, however, that we will be able to directly recommence mortgage lending activities so long as we continue to have a shareholders’ deficit because certain state licensing requirements prohibit companies from lending when they have a shareholders’ deficit. Further, our ability to start or acquire new businesses is significantly constrained by our limited liquidity and our likely inability to obtain debt financing or to issue equity securities as a result of our current financial condition, including a shareholders’ deficit, as well as other uncertainties and risks.

Recent Market Developments - During 2008, global financial market conditions have continued to deteriorate. Financial services, and the mortgage industry in particular, have remained under continuous pressure due to numerous factors, which include industry-wide deterioration of the value of mortgage assets held by financial institutions, the deterioration of mortgage credit among mortgage lenders, the downgrades of mortgage securities by the rating agencies, and a reluctance on the part of banks and broker-dealers to finance mortgage securities within the credit markets. Because of these factors, mortgage security market valuations remain volatile, mortgage securities trading remains limited and mortgage securities financing markets remain challenging as the industry continues to report negative news. The global financial market conditions have led to the failure of numerous financial lenders during 2007 and 2008.

The factors described above continue to contribute to the decline in the market values of our securities. The market has also seen significant fluctuations in LIBOR rates since the end of 2007 as the credit crisis has severely disrupted international liquidity and capital markets and as various regulatory bodies have attempted to moderate the lending and liquidity marketplace. This volatility in interest rates and the severe deterioration in credit and prepayment performance of the collateral underlying the securities the Company owns has made it extremely difficult to predict, with any certainty, the cash flow from our securities portfolio.

Given the current uncertainty regarding these market conditions, we are unable to offer any additional factual information on the situation and how it will impact us other than to disclose what we are currently seeing in the mortgage market. As a result, we expect to continue to operate with no leverage and to continue to take actions in an effort to preserve liquidity and available cash.

Home prices - Generally, housing values are experiencing broad-based declines nationwide. Housing values are likely to decrease during the near term which could affect our credit loss experience, which will continue to impact our earnings, cash flows, financial condition and ability to continue as a going concern.

Loan Repurchases - When we sold mortgage loans, whether as whole loans or pursuant to a securitization, we made customary representations and warranties to the purchaser about the mortgage loans and the manner in which they were originated. Our whole loan sale agreements require us to repurchase or substitute mortgage loans in the event we breach any of these representations or warranties. In addition, we may be required to repurchase mortgage loans as a result of borrower, broker, or employee fraud. Likewise, we are required to repurchase or substitute mortgage loans if we breach a representation or warranty in connection with our securitizations. Enforcement of repurchase obligations against us would further harm our liquidity, cash flow, financial condition and ability to continue as a going concern.

Credit Deterioration - The residential mortgage market has encountered significant difficulties which have materially adversely affected our performance. Delinquencies and losses with respect to residential mortgage loans generally have increased and are likely to increase, particularly in the sub-prime sector. In addition, over the last year residential property values in most states have declined, in some areas severely, after extended periods during which those values appreciated. To the extent residential property values continue to decline, it is likely to result in additional increases in delinquencies and losses on residential mortgage loans, especially with respect to any residential mortgage loans where the aggregate loan amounts (including any subordinate loans) are close to or greater than the related property values. Another factor that may have contributed to, and may in the future result in, higher delinquency rates is the increase in monthly payments on adjustable rate mortgage loans. Any increase in prevailing market interest rates may result in increased payments for borrowers who have adjustable rate mortgage loans. Moreover, borrowers with option ARM mortgage loans with a negative amortization feature may experience a substantial increase in their monthly payment even without an increase in prevailing market interest rates when the loans reach their negative amortization cap. Compounding this issue, the current lack of appreciation in residential property values and the adoption of tighter underwriting standards throughout the mortgage loan industry has adversely affected the ability of borrowers to refinance these loans and avoid default, particularly borrowers facing a reset of the monthly payment to a higher amount. To the extent that delinquencies or losses continue to increase for these or other reasons, the value of our mortgage securities will be further reduced, which will adversely affect our operating results, liquidity, cash flow, financial condition, business prospects and ability to continue as a going concern.

Critical Accounting Estimates

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

Transfers of Assets (Loan and Mortgage Security Securitizations) and Related Gains. In a loan securitization, we combined the mortgage loans we originated and purchased in pools to serve as collateral for asset-backed bonds. In a mortgage security securitization (also known as a “resecuritization”), we combined mortgage securities retained in previous loan securitization transactions to serve as collateral for asset-backed bonds. The loans or mortgage securities were transferred to a trust designed to serve only for the purpose of holding the collateral. The trust is evaluated, on a routine basis, to determine if it is considered a qualifying special purpose entity as defined by SFAS 140. The owners of the asset-backed bonds have no recourse to us in the event the collateral does not perform as planned except where defects have occurred in the loan documentation and underwriting process.

To determine proper accounting treatment for each securitization or resecuritization, we periodically evaluate whether or not we retained or surrendered control over the transferred assets by reference to the conditions set forth in SFAS 140. All terms of these transactions are evaluated against the conditions set forth in this statement. Some of the questions that must be considered include:

Have the transferred assets been isolated from the transferor?

Does the transferee have the right to pledge or exchange the transferred assets?

Is there a “call” agreement that requires the transferee to return specific assets?

Is there an agreement that both obligates and entitles the transferee to return the transferred assets prior to maturity?

Have any derivative instruments been transferred?

When we are deemed to have surrendered control over the collateral, the transfer is accounted for as a sale. In accordance with SFAS 140, a gain or loss on the sale was recognized based on the carrying amount of the financial assets involved in the transfer, allocated between the assets transferred and the retained interests based on their relative fair value as of the date we are no longer deemed to control the collateral. In a securitization accounted for as a sale, we retain certain mortgage securities issued by the trust. The gain recognized upon a securitization structured as a sale depends on, among other things, the estimated fair value of the components of the securitization – the loans or mortgage securities and derivative instruments transferred, the securities retained and the mortgage servicing rights. The estimated fair value of the securitization components is considered a “critical accounting estimate” as 1) these gains or losses have historically represented a significant portion of our operating results and 2) the valuation assumptions used regarding economic conditions and the make-up of the collateral, including interest rates, principal payments, prepayments and loan defaults are highly uncertain and require a large degree of judgment.

We used two methodologies for determining the initial value of our residual securities: 1) the whole loan price methodology and 2) the discount rate methodology. We generally tried to use the whole loan price methodology when significant open market sales pricing data was available. Under this method, the initial value of the loans transferred in a securitization accounted for as a sale is estimated based on the expected open market sales price of a similar pool. In open market transactions, the purchaser has the right to reject loans at its discretion. In a loan securitization, loans generally cannot be rejected. As a result, we adjusted the market price for the loans to compensate for the estimated value of rejected loans. The market price of the securities retained was derived by deducting the percent of net proceeds received in the securitization (i.e. the economic value of the loans transferred) from the estimated adjusted market price for the entire pool of the loans.

An implied yield (discount rate) was derived by taking the projected cash flows generated using assumptions for prepayments, expected credit losses and interest rates and then solving for the discount rate required to present value the cash flows back to the initial value derived above. We then ascertained whether the resulting discount rate was commensurate with current market conditions. Additionally, the initial discount rate served as the initial accretable yield used to recognize income on the securities.

When significant open market pricing information was not readily available to us, we use the discount rate methodology. Under this method, we first analyzed market discount rates for similar assets. After establishing the market discount rate, the projected cash flows were discounted back to ascertain the initial value of the residual securities. We then ascertained whether the resulting initial value was commensurate with current market conditions.

For purposes of valuing our residual securities, it is important to know that we also transferred interest rate agreements to the securitization trust with the objective of reducing interest rate risk within the trust. During the period before loans were transferred in a securitization transaction we entered into interest rate swap or cap agreements. Certain of these interest rate agreements were then transferred into the trust at the time of securitization. Therefore, the trust assumed the obligation to make payments and obtained the right to receive payments under these agreements.

In valuing our residual securities, it is also important to understand what portion of the underlying mortgage loan collateral is covered by mortgage insurance. At the time of a securitization transaction, the trust legally assumes the responsibility to pay the mortgage insurance premiums associated with the loans transferred and the rights to receive claims for credit losses. Therefore, we have no obligation to pay these insurance premiums. The cost of the insurance is paid by the trust from proceeds the trust receives from the underlying collateral. This information is significant for valuation as the mortgage insurance significantly reduces the credit losses born by the owner of the loan. Mortgage insurance claims on loans where a defect occurred in the loan origination process will not be paid by the mortgage insurer. The assumptions we use to value our residual securities consider this risk.

When we had the ability to exert control over the transferred collateral in a securitization, the assets remained on our financial statements and a liability was recorded for the related asset-backed bonds. The servicing agreements that we executed for loans we securitized include a removal of accounts provision which gives the servicer the right, but not the obligation, to repurchase from the trust loans that are 90 days to 119 days delinquent. While we retained these servicing rights, we recorded the mortgage loans subject to the removal of accounts provision in mortgage loans held-for-sale at fair value and the related repurchase obligation as a liability. However, in November 2007 we sold all of our mortgage servicing rights, including the removal of accounts rights, to a third party, which resulted in the removal of the mortgage loans subject to the removal of accounts provision from our balance sheet. In addition, we retained a “clean up” call option that could be exercised when the aggregate principal balance of the mortgage loans declined to ten percent or less of the original aggregated mortgage loan principal balance. However, we subsequently sold these clean up call rights, in part, to the buyer of our mortgage servicing rights, and we do not expect to exercise any of the call rights that we retained.

We are required to periodically re-evaluate the accounting treatment for loan securitizations. In certain circumstances, if the reasons and conditions affecting the accounting treatment for a securitization have changed, we may be required to adjust our financial statements accordingly at the time of the re-evaluation. Securitizations previously treated as sales may need to be brought back on to our financial statements as assets, along with the related liabilities. Transfers where the assets and liabilities have been retained on our financial statements may need to be removed. These transactions may result in significant gains or losses and may cause significant changes in our financial statements that may make period comparisons difficult.

Mortgage Securities – Available-for-Sale and Trading. Our mortgage securities – available-for-sale and trading represent beneficial interests we retained in securitization and resecuritization transactions which include residual securities and subordinated securities as well as bonds issued by others which we have purchased. The residual securities include interest-only mortgage securities, prepayment penalty bonds and over-collateralization bonds. The subordinated securities represent bonds which are senior to the residual securities but are subordinated to the bonds sold to third party investors. All of the subordinated securities retained by us have been classified as trading.

The residual securities we retained in securitization transactions structured as sales primarily consist of the right to receive the future cash flows from a pool of securitized mortgage loans which include:

The interest spread between the coupon net of servicing fees on the underlying loans, the cost of financing, mortgage insurance, payments or receipts on or from derivative contracts and bond administrative costs.

Prepayment penalties received from borrowers who payoff their loans early in their life.

Overcollateralization which is designed to protect the primary bondholder from credit loss on the underlying loans.

The subordinated securities we retained in our securitization transactions have a stated principal amount and interest rate. The performance of the securities is dependent upon the performance of the underlying pool of securitized mortgage loans. The interest rates these securities earn are variable and are subject to an available funds cap as well as a maximum rate cap. The securities receive principal payments in accordance with a payment priority which is designed to maintain specified levels of subordination to the senior bonds within the respective securitization trust. Because the subordinated securities are rated lower than AA, they are considered low credit quality and we account for the securities based on guidance set forth from Emerging Issuance Task Force 99-20 “Recognition of Interest Income and Impairment on Purchased and Retained Beneficial Interests in Securitized Financial Assets” (“EITF 99-20”) using the effective yield method. The fair value of the subordinated securities is based on quoted third-party market prices compared to estimates based on discounting the expected future cash flows of the collateral and bonds.

The cash flows we receive are highly dependent upon the interest rate environment. The interest rates on the bonds issued by the securitization trust are indexed to short-term interest rates, while the coupons on the pool of loans held by the securitization trust are less interest rate sensitive. As a result, as rates rise and fall, our cash flows will fall and rise, because the cash we receive on our residual securities is dependent on this interest rate spread. As our cash flows fall and rise, the value of our residual securities will decrease or increase. Additionally, the cash flows we receive are dependent on the default and prepayment experience of the borrowers of the underlying mortgage security collateral. Increasing or decreasing cash flows will increase or decrease the yield on our securities.

We believe the accounting estimates related to the valuation of our mortgage securities – available-for-sale and establishing the rate of income recognition on the mortgage securities – available-for-sale and trading are “critical accounting estimates”, because they can materially affect net income and shareholders’ equity and require us to forecast interest rates, mortgage principal payments, prepayments and loan default assumptions which are highly uncertain and require a large degree of judgment. The rate used to discount the projected cash flows is also critical in the valuation of our residual securities. We use internal, historical collateral performance data and published forward yield curves when modeling future expected cash flows and establishing the rate of income recognized on mortgage securities. We believe the value of our residual securities is appropriate, but can provide no assurance that future changes in interest rates, prepayment and loss experience or changes in the market discount rate will not require write-downs of the residual assets. For mortgage securities classified as available-for-sale, impairments would reduce income in future periods when deemed other-than-temporary.

As previously described, our mortgage securities available-for-sale and trading represent retained beneficial interests in certain components of the cash flows of the underlying mortgage loans to securitization trusts. Income recognition for our mortgage securities – available-for-sale and trading is based on the effective yield method. Under the effective yield method, as payments are received, they are applied to the cost basis of the mortgage related security. 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 estimated cash flows change as management’s assumptions about credit losses, borrower prepayments and interest rates are updated. The assumptions are established using internally developed models. We prepare analyses of the yield for each security using a range of these assumptions. The accretable yield used in recording interest income is generally set within a range of assumptions. The accretable yield is recorded as interest income with a corresponding increase to the cost basis of the mortgage security.

At each reporting period subsequent to the initial valuation of the residual securities, the fair value of the residual securities is estimated based on the present value of future expected cash flows to be received. Management’s best estimate of key assumptions, including credit losses, prepayment speeds, expected call dates, market discount rates and forward yield curves commensurate with the risks involved, are used in estimating future cash flows. We estimate initial and subsequent fair value for the subordinated securities based on quoted market prices. See Note 4 to the condensed consolidated financial statements for the current fair value of our residual securities.

To the extent that the cost basis of mortgage securities – available-for-sale 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.

Allowance for Credit Losses. An allowance for credit losses is maintained for mortgage loans held-in-portfolio. The amount of the allowance is based on the assessment by management of probable losses incurred based on various factors affecting our mortgage loan portfolio, including current economic conditions, the makeup of the portfolio based on credit grade, loan-to-value ratios, delinquency status, mortgage insurance we purchase and other relevant factors. The allowance is maintained through ongoing adjustments to operating income. The assumptions used by management in estimating the amount of the allowance for credit losses are highly uncertain and involve a great deal of judgment.

An internally developed migration analysis is the primary tool used in analyzing our allowance for credit losses. This tool takes into consideration historical information regarding foreclosure and loss severity experience and applies that information to the portfolio at the reporting date. We also take into consideration our use of mortgage insurance as a method of managing credit risk and current economic conditions, experience and trends. We pay mortgage insurance premiums on a portion of the loans maintained on our balance sheet and have included the cost of mortgage insurance in our statement of operations.

Our estimate of expected losses could increase if our actual loss experience is different than originally estimated. In addition, our estimate of expected losses could increase if economic factors change the value we could reasonably expect to obtain from the sale of the property.

Real Estate Owned Real estate owned, which consists of residential real estate acquired in satisfaction of loans, is carried at the lower of cost or estimated fair value less estimated selling costs. We estimate fair value at the asset’s liquidation value less selling costs using management’s assumptions which are based on historical loss severities for similar assets. Adjustments to the loan carrying value required at time of foreclosure are charged against the allowance for credit losses. Costs related to the development of real estate are capitalized and those related to holding the property are expensed. Losses or gains from the ultimate disposition of real estate owned are charged or credited to earnings.

Derivative Instruments and Hedging Activities. Our strategy for using derivative instruments was to mitigate the risk of increased costs on our variable rate liabilities during a period of rising rates (i.e. interest rate risk), subject to cost and liquidity constraints. Our primary goals for managing interest rate risk were to maintain the net interest margin spread between our assets and liabilities and diminish the effect of changes in general interest rate levels on our market value. Generally the interest rate swap and interest rate cap agreements we used had an active secondary market, and none were obtained for a speculative nature. These interest rate agreements were intended to provide income and cash flows to offset potential reduced net interest income and cash flows under certain interest rate environments. The determination of effectiveness was the primary assumption and estimate used in hedging. At trade date, these instruments and their hedging relationship are identified, designated and documented.

SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities” (“SFAS 133”) standardizes the accounting for derivative instruments, including certain instruments embedded in other contracts, by requiring that an entity recognize those items as assets or liabilities in the balance sheet and measure them at fair value. If certain conditions are met, an entity may elect to designate a derivative instrument either as a cash flow hedge, a fair value hedge or a hedge of foreign currency exposure. SFAS 133 requires derivative instruments to be recorded at their fair value with hedge ineffectiveness recognized in earnings.

Derivative instruments that met the hedge accounting criteria of SFAS 133 were considered cash flow hedges. We also had derivative instruments that do not meet the requirements for hedge accounting. However, these derivative instruments contributed to our overall risk management strategy by serving to reduce interest rate risk on long-term borrowings collateralized by our loans held-in-portfolio.

Any changes in fair value of derivative instruments related to hedge effectiveness are reported in accumulated other comprehensive income. Changes in fair value of derivative instruments related to hedge ineffectiveness and non-hedge activity are recorded as adjustments to earnings. For those derivative instruments that do not qualify for hedge accounting, changes in the fair value of the instruments are recorded as adjustments to earnings.

CDO Asset-backed Bonds (“CDO ABB”). We elected the fair value option for the asset-backed bonds issued from NovaStar ABS CDO I in 2007. We elected the fair value option for these liabilities to help reduce earnings volatility which otherwise would arise if the accounting method for this debt was not matched with the fair value accounting for the related mortgage securities - trading. Fair value is estimated using quoted market prices of the underlying assets.

The asset-backed bonds which are being carried at fair value are included in the “Asset-backed bonds secured by mortgage securities“ line item on the condensed consolidated balance sheets. We recognize fair value adjustments for the change in fair value of the bonds which are included in the “Fair value adjustments” line item on the condensed consolidated statements of operations. We calculate interest expense for these asset-backed bonds based on the prevailing coupon rates of the specific classes of debt and record interest expense in the period incurred. Interest expense amounts are included in the “Interest expense” line item of the condensed consolidated statements of operations.

Deferred Tax Asset, net. We recorded deferred tax assets and liabilities for the future tax consequences attributable to differences between the GAAP carrying amounts and their respective income tax bases. A deferred tax liability was recognized for all future taxable temporary differences, while a deferred tax asset was recognized for all future deductible temporary differences, operating loss carryforwards and tax credit carryforwards. In accordance with Statement of Financial Accounting Standards 109, “Accounting for income taxes”, (“SFAS 109”), we recorded deferred tax assets and liabilities using the enacted tax rate that is expected to apply to taxable income in the periods in which the deferred tax asset or liability is expected to be realized.

In determining the amount of deferred tax assets to recognize in the financial statements, we evaluate the likelihood of realizing such benefits in future periods. SFAS 109 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. SFAS 109 indicates the more likely than not threshold is a level of likelihood that is more than 50 percent.

Under SFAS 109, 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 credits 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. Accordingly, the more negative evidence that exists requires more positive evidence to counter, thus making it more difficult to support a conclusion that a valuation allowance is not needed for all or some of the deferred tax assets. A cumulative loss in recent years is significant negative evidence that is difficult to overcome when determining the need for a valuation allowance. Similarly, cumulative earnings in recent years represents 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.

We examine and weigh 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. We consider the relevancy of historical and forecasted evidence when there has been a significant change in circumstances. Additionally, we evaluate the realization of our recorded deferred tax assets on an interim and annual basis. We do not record a 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 our deferred tax asset will be realized.

If the weighted positive evidence is not sufficient to support a conclusion that it is more likely than not that all or some of our deferred tax assets will be realized, we consider all alternative sources of taxable income identified in SFAS 109 in determining the amount of valuation allowance to be recorded. Alternative sources of taxable income identified in SFAS 109 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.

Impact of Recently Issued Accounting Pronouncements

Results of Operations – Consolidated Earnings Comparisons

Nine months ended September 30, 2008 as Compared to the Nine months ended September 30, 2007

See the “Executive Overview of Performance” for discussion of the results of operations for the nine months ended September 30, 2008 as compared to the nine months ended September 30, 2007.

Three months ended September 30, 2008 as Compared to the Three months ended September 30, 2007

See the “Executive Overview of Performance” for discussion of the results of operations For the three months ended September 30, 2008 as compared to the three months ended September 30, 2007.

Net Interest (Expense) Income

We earn interest income primarily on our mortgage assets which include mortgage securities available-for-sale, mortgage securities trading and mortgage loans held-in-portfolio. In addition we earn interest income on available cash we hold for general operating needs. Interest expense consists primarily of interest paid on borrowings secured by mortgage assets, which includes asset backed bonds and, to a lesser extent, warehouse repurchase agreements. Going forward, we anticipate that our interest income and expenses will be significantly lower as we have removed all mortgage loans held-in-portfolio and asset backed bonds secured by mortgage loans from our balance sheet as described in Note 3 to our condensed consolidated financial statements and have repaid all indebtedness due under our warehouse repurchase agreements.

The following table provides the components of net interest income for the nine and three months ended September 30, 2008 and 2007.

Table 2— Net Interest (Expense) Income

(dollars in thousands)

	For the Nine Months						For the Three Months
	Ended September 30,						Ended September 30,
	2008			2007			2008			2007
Interest income:
Mortgage securities	$	33,319		$	83,866		$	6,561		$	23,517
Mortgage loans held-in-portfolio		148,829			191,191			45,517			67,451
Other interest income		1,129			4,680			191			1,013
Total interest income		183,277			279,737			52,269			91,981

Interest expense:
Short-term borrowings secured by mortgage securities		434			22,220			-			9,774
Asset-backed bonds secured by mortgage loans		75,445			141,086			20,516			49,780
Asset-backed bonds secured by mortgage securities		10,699			12,868			4,093			5,001
Junior subordinated debentures		4,579			6,115			1,265			2,058
Total interest expense		91,157			182,289			25,874			66,613
Net interest income before provision for credit losses		92,120			97,448			26,395			25,368
Provision for credit losses		667,638			192,326			206,202			99,159
Net interest (expense) income	$	(575,518	)	$	(94,878	)	$	(179,807	)	$	(73,791	)

Our net interest expense after provision for credit losses was $(575.5) million and $(179.8) million for the nine and three months ended September 30, 2008 as compared to $(94.9) and $(73.8) million for the same periods in 2007. The main driver behind this significant decline for the nine months ended September 30, 2008 compared to the same period in 2007 was an increase in the provision for credit losses as a result of the continued credit deterioration of our mortgage loans – held-in-portfolio and an increase in the anticipated severity of the credit losses.

The following tables summarize the expected credit loss assumption for our mortgage loans – held-in-portfolio as of September 30, 2008 and December 31, 2007 both currently and at the time of securitization. The credit loss assumptions are derived from our internally developed credit models which are also used in the valuation of our residual securities. Table 3 demonstrates the significant increase in our expected credit loss assumption, as well as, the increase in the respective allowance for credit losses balance for each securitization from December 31, 2007 to September 30, 2008. These increases were driven by the significant increase in over 60-day delinquencies as discussed above and shown in Table 7. The increase in expected credit losses was also driven by a change in our home price appreciation (“HPA”) assumptions. Prior to December 31, 2007, we consistently used an HPA assumption of 3.5% which was our best estimate as to long-term HPA. As the housing market continued to severely decline in 2007, we revised our assumption at December 31, 2007 to -5.0% for year 1 and zero thereafter. At March 31, 2008, as new data was received and analyzed and as facts and circumstances in the housing market continued to change, we revised our HPA assumption to -10.0% for year 1, -5.0% for year 2 and +3.5% thereafter. These assumptions remained the same at September 30, 2008.

Table 3 — Expected Credit Loss Assumptions for our Mortgage Loans – Held-in-Portfolio

(dollars in thousands)

As of September 30, 2008:

Securitization Trust	Original Principal Balance		Current Principal Balance		Allowance for Credit Losses		Remaining Expected Credit Losses(A)			Original Expected Credit Losses
2006-1	$	1,350,000	$	557,255	$	134,216		12.1	%		2.9	%
2006-MTA1		1,199,013		692,477		165,498		16.4			1.7
2007-1		1,888,756		1,403,431		492,193		27.7			6.2

(A) Represents expected credit losses over the entire life of the loans, net of mortgage insurance. Includes actual losses, net of mortgage insurance, to date and expected credit losses over the remaining life of the loans, net of mortgage insurance.

As of December 31, 2007:

Securitization Trust	Original Principal Balance		Current Principal Balance		Allowance for Credit Losses		Remaining Expected Credit Losses(A)			Original Expected Credit Losses
2006-1	$	1,350,000	$	694,101	$	40,031		6.5	%		2.9	%
2006-MTA1		1,199,013		753,787		27,312		5.7			1.7
2007-1		1,888,756		1,619,849		162,795		13.5			6.2

Activity in the allowance for credit losses on mortgage loans – held-in-portfolio was as follows for the nine and three months ended September 30, 2008 and 2007 (dollars in thousands):

Table 4 — Allowance for Credit Losses on Mortgage Loans – Held-in-Portfolio

(dollars in thousands)

	For the Nine Months Ended September 30,						For the Three Months Ended September 30,
	2008			2007			2008			2007
Balance, beginning of period	$	230,138		$	22,452		$	616,690		$	100,096
Provision for credit losses		667,638			192,326			206,202			99,159
Charge-offs, net of recoveries		(105,870	)		(39,570	)		(30,986	)		(24,047	)
Balance, end of period	$	791,906		$	175,208		$	791,906		$	175,208

Based on generally accepted accounting principles we must maintain an allowance for credit losses for our mortgage loans held-in-portfolio at a level that estimates the probable losses inherent in the loan portfolio. Because these loans have been legally sold into securitization trusts in securitizations treated as financings, the credit loss reduces the amount of our equity in the related trust, which is generally the difference between the cost basis of the trust’s assets (adjusted for credit loss allowances) and the trust’s liabilities arising from third-party investor bond financing. Although recourse on the bond financing is limited to the assets of the trust, our equity in the trust under generally accepted accounting principles will be reflected as a negative amount when, as a result of the charge to earnings through our provision for credit losses, the trust’s liabilities exceed the trust’s assets under generally accepted accounting principles. The following table presents the assets and liabilities of our securitization trusts accounted for as financing transactions as of September 30, 2008 and December 31, 2007, with “net assets (deficiency)” being a reasonable indication of what the equity position of each trust was as of the end of the period presented.

Table 5 — Condensed Balance Sheet of Securitizations Accounted for as Financing Transactions

(dollars in thousands)

As of September 30, 2008:

	NHES			NHES			NHES
	2006-MTA1				2006-1			2007-1		Totals
Assets:
Mortgage loans – held-in-portfolio
Outstanding principal	$	692,477		$	557,255		$	1,403,431		$	2,653,163
Net unamortized deferred origination costs		15,876			3,867			-			19,743
Allowance for credit losses		(165,498	)		(134,216	)		(492,192	)		(791,906	)
Mortgage loans – held-in-portfolio		542,855			426,906			911,239			1,881,000
Accrued interest receivable		10,099			20,460			41,664			72,223
Real estate owned		9,035			17,477			27,251			53,763
Total assets	$	561,989		$	464,843		$	980,154		$	2,006,986

Liabilities:
Asset-backed bonds secured by mortgage loans	$	692,404		$	569,158		$	1,411,692		$	2,673,254
Other liabilities		12,727			28,712			64,122			105,561
Total liabilities		705,131			597,870			1,475,814			2,778,815
Net deficiency		(143,142	)		(133,027	)		(495,660	)		(771,829	)
Total liabilities and net deficiency	$	561,989		$	464,843		$	980,154		$	2,006,986

As of December 31, 2007:

	NHES			NHES			NHES
	2006-MTA1				2006-1			2007-1		Totals
Assets:
Mortgage loans – held-in-portfolio
Outstanding principal	$	753,787		$	694,101		$	1,619,849		$	3,067,737
Net unamortized deferred origination costs		27,177			5,237			-			32,414
Allowance for credit losses		(27,312	)		(40,031	)		(162,795	)		(230,138	)
Mortgage loans – held-in-portfolio		753,652			659,307			1,457,054			2,870,013
Accrued interest receivable		14,091			14,238			33,375			61,704
Real estate owned		4,851			32,126			39,637			76,614
Total assets	$	772,594		$	705,671		$	1,530,066		$	3,008,331

Liabilities:
Asset-backed bonds secured by mortgage loans	$	748,182		$	714,476		$	1,603,088		$	3,065,746
Other liabilities		5,751			19,927			45,087			70,765
Total liabilities		753,933			734,403			1,648,175			3,136,511
Net assets (deficiency)		18,661			(28,732	)		(118,109	)		(128,180	)
Total liabilities and net assets (deficiency)	$	772,594		$	705,671		$	1,530,066		$	3,008,331

Losses on Derivative Instruments. The derivative instruments on our balance sheet as of December 31, 2007 included interest rate swap and interest rate cap agreements which have been transferred into our securitization trusts structured as financings.

We also entered into three credit default swaps (“CDS”) during 2007 as part of our CDO transaction. The CDS had a notional amount of $16.5 million and a fair value of $6.1 million at the date of purchase and are pledged as collateral against the CDO ABB. At September 30, 2008 and December 31, 2007 the fair value was $0.5 million and $2.5 million, respectively, and we recorded losses related to fair value adjustments of $2.0 million and $0.4 million for the nine and three months ended September 30, 2008. The CDS are included in the “Other assets” line item of the condensed consolidated balance sheets.

As a result of declining interest rates in the first quarter, modestly increasing interest rates in the second and third quarters, and declining values of the CDS, the (losses) gains on derivative instruments from continuing operations were $(9.5) million and $1.1 million for the nine and three months ended September 30, 2008 as compared to $2.9 million and $9.4 million for the same periods of 2007.

Gains on Debt Extinguishment. We recorded gains on debt extinguishment for the nine months ended September 30, 2008 of $6.4 million. There were no gains recorded for the three months ended September 30, 2008 or the same periods of 2007. On May 29, 2008, we purchased trust preferred securities of NovaStar Capital Trust II having a par value of $6.9 million for $0.6 million. As a result, $6.9 million of principal and accrued interest of $0.2 million of the Notes was retired and the principal amount, accrued interest, and related unamortized debt issuance costs related to these Notes were removed from the balance sheet resulting in a gain of $6.4 million.

Fair Value Adjustments. We recorded net (losses) gains due to fair value adjustments of $(20.3) million and $2.4 million related to our trading securities and the asset-backed bonds issued in our CDO transaction for the nine and three months ended September 30, 2008 compared to losses of $(58.2) and $(32.0) million for the same periods of 2007. The trading securities had fair value losses of approximately $78.6 million and $3.7 million for the nine and three months ended September 30, 2008 compared to $237.9 million and $148.2 million for the same periods in 2007. The CDO asset-backed bonds had fair value gains of $58.3 million and $6.1 million for the nine and three months ended September 30, 2008 compared to $179.7 million and $116.2 million for the same periods in 2007. These adjustments were a result of poor credit performance of the underlying mortgage loans.

Impairment on Mortgage Securities – Available-for-Sale. To the extent that the cost basis of mortgage securities – available-for-sale 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. During the nine and three months ended September 30, 2008 we recorded impairment losses of $22.9 million and $1.7 million, respectively as compared to a $72.2 million and $46.2 million impairment losses for the same periods of 2007. The impairments during the nine and three months ended September 30, 2008 were driven by slower prepayment speeds resulting in a decline in our prepayment penalty cash flows. During the nine and three months ended September 30, 2007 impairments were mainly driven by increasing credit losses.

Premiums for Mortgage Loans Insurance. We obtained mortgage loan insurance for mortgage loans related to mortgage loans held-in-portfolio in order to mitigate the risk of loss due to foreclosures on these loans. Mortgage loan insurance significantly reduces the risk of credit losses born by the owner of the loans. We recorded expense related to premiums for mortgage loan insurance of $12.1 million and $3.8 million the nine and three months ended September 30, 2008, respectively as compared to $12.1 million and $4.5 million for the same periods in 2007.

Servicing Fee Expense. We recorded servicing fee expense of $10.4 million and $3.3 million for the nine and three months ended September 30, 2008, respectively. There was no servicing fee expense for the same periods of 2007. Servicing fee expense consists of expenses paid for our mortgage loans – held-in-portfolio serviced by a third party. These amounts are determined as a percentage of the principal collected for the loans serviced and are recognized in the period in which payments on the loans are received by the servicer. As previously disclosed during 2007, we sold our mortgage servicing rights which subsequently resulted in the abandonment of our servicing operations, prior to this we did not incur any servicing fee expenses as we serviced our own loans.

Appraisal Fee Income, Appraisal Fee Expense, and Other Appraisal Management Expenses. We recorded appraisal fee income of $1.5 million, appraisal fee expense of $1.2 million, and other appraisal management expenses of $0.5 million for the nine and three months ended September 30, 2008. These income statement items relate to the operations of our StreetLinks subsidiary, as discussed in Note 1 to the condensed consolidated financial statements. Appraisal fee income consists of fees received for home appraisals completed by third-party appraisers. Appraisal fee expense consists of amounts paid to the third-party appraisers for the completion of the appraisals. Other appraisal management expenses are the general and administrative expenses for StreetLinks.

General and Administrative Expenses. The main categories of our general and administrative expenses are: compensation and benefits, office administration, professional and outside services and marketing and other expense. Compensation and benefits includes employee base salaries, benefit costs and incentive compensation awards. Office administration includes items such as rent, depreciation, telephone, office supplies, postage, delivery, maintenance and repairs. Professional and outside services include fees for legal, accounting and other consulting services. Marketing and other expense primarily includes miscellaneous banking fees, travel and entertainment expenses. General and administrative expenses were $17.9 million and $5.6 million for the nine and three months ended September 30, 2008, as compared to $49.7 million and $9.6 million for the same periods in 2007. Generally, the decrease in all of the general and administrative expense categories was the result of the shutdown of our mortgage lending and loan servicing segments in 2007.

Income Taxes

Based on the evidence available as of September 30, 2008 and December 31, 2007, including the significant tax losses incurred by us in 2007 and the first three quarters of 2008, the ongoing disruption to the credit markets, the liquidity issues facing us and the termination of all of our mortgage lending and loan servicing operations, we believe that it is more likely than not that we will not realize our deferred tax assets. Based on these conclusions, we recorded a valuation allowance against our entire net deferred tax assets as of September 30, 2008 and December 31, 2007.

Prior to September 30, 2008, we used our 2007 federal net operating loss carryback to offset our 2006 taxable income. Accordingly, we recorded additional interest of $0.8 million for the nine months ended September 30, 2008 related to the balance due to the IRS, which is included in the “Accounts payable and other liabilities” line item of our condensed consolidated balance sheets. We also offset the 2006 tax liability with the receivable recorded for the 2007 federal net operating loss carried back against our 2006 taxable income.

We had an income tax benefit of $16.8 million and $17.8 million for the nine and three months ended September 30, 2008 as compared to incurring an income tax expense of $59.2 million and $245.8 million for the same periods of 2007. The tax expense in 2007 was driven by the formal plan approved by the Board of Directors to revoke status as a REIT as of January 1, 2008. This plan was subsequently superseded in the third quarter of 2007 by termination of our REIT status as of January 1, 2006 as a result of our inability to pay a dividend on our common stock with respect to our 2006 taxable income.

Discontinued Operations

September 30, 2008 as Compared to September 30, 2007

See the “Executive Overview of Performance” for discussion of the results of operations for the nine and three months ended September 30, 2008 as compared to the nine and three months ended September 30, 2007.

Financial Condition

Mortgage Loans - Held-in-Portfolio.

The following table summarizes the activity of our mortgage loans classified as held-in-portfolio for the nine months ended September 30, 2008.

Table 6 — Rollforward of Mortgage Loans - Held-in-Portfolio

(dollars in thousands)


Beginning principal balance	$	3,067,737
Borrower repayments		(254,793	)
Capitalization of interest		17,957
Transfers to real estate owned		(177,738)
Ending principal balance		2,653,163
Net unamortized deferred origination costs		19,743
Amortized cost		2,672,906
Allowance for credit losses		(791,906	)
Mortgage loans held-in-portfolio	$	1,881,000

The following table provides delinquency information for our loans classified as held-in-portfolio as of September 30, 2008 and December 31, 2007.

Table 7 — Mortgage Loans – Held-in-Portfolio Delinquencies

(dollars in thousands)

	As of September 30, 2008					As of December 31, 2007
	Current Principal		Percent of Total			Current Principal		Percent of Total
Current	$	1,555,160		59	%	$	2,484,386		81	%
30-59 days delinquent		119,175		4			158,366		5
60-89 days delinquent		99.932		4			98,039		3
90 + days delinquent		503,565		19			150,811		5
In process of foreclosure		375,331		14			176,135		6
Total principal	$	2,653,163		100	%	$	3,067,737		100	%

Mortgage Securities Available-for-Sale and Trading (Residual Securities).

The following tables summarize our mortgage securities – available-for-sale portfolio and the residual securities in our trading portfolio and the current assumptions as of September 30, 2008 and December 31, 2007.

Table 8 — Valuation and Assumptions for Individual Mortgage Securities – Available-for-Sale and Trading (Residual Securities) (dollars in thousands):

As of September 30, 2008

								Current Valuation Assumptions
Securitization Trust	Cost (A)		Unrealized Gain (Loss) (A)			Estimated Fair Value of Mortgage Securities (A)		Discount Rate			Constant Prepayment Rate			Expected Credit Losses (B)
Mortgage Securities – Available-for-Sale:
2002-3	$	1,241	$	395		$	1,636		25	%		13	%		0.7	%
2003-1		1,568		266			1,834		25			11			2.0
2003-2		1,015		553			1,568		25			10			1.7
2003-3		250		172			422		25			9			2.4
2003-4		-		11			11		25			11			2.7
2004-1		4		23			27		25			14			3.1
2004-2		8		24			32		25			13			3.2
2004-3		-		79			79		25			14			4.1
2004-4		11		-			11		25			15			3.8
2005-1		-		-			-		25			17			5.3
2005-2		-		-			-		25			15			6.3
2005-3		5		-			5		25			16			8.1
2005-4		73		-			73		25			17			9.7
2006-2		126		-			126		25			20			13.7
2006-3		183		-			183		25			20			16.0
2006-4		195		-			195		25			20			15.9
2006-5		300		-			300		25			20			19.4
2006-6		410		-			410		25			19			20.0
Total	$	5,389	$	1,523		$	6,912

Mortgage Securities – Trading (Residual Securities):
2007-2		17,675		(15,952	)		1,723		25			17			23.7
Total	$	23,064	$	(14,429	)	$	8,635

(A)	The interest-only, prepayment penalty and overcollateralization securities are presented on a combined basis.

(B)	For securities that have not reached their call date - represents expected credit losses for the life of the securitization up to the expected date in which the related asset-backed bonds will be called, net of mortgage insurance recoveries.

As of December 31, 2007

								Current Valuation Assumptions
Securitization Trust	Cost (A)		Unrealized Gain (Loss) (A)			Estimated Fair Value of Mortgage Securities (A)		Discount Rate			Constant Prepayment Rate			Expected Credit Losses (B)
Mortgage Securities – Available-for-Sale:
2002-3	$	1,932	$	-		$	1,932		25	%		24	%		0.6	%
2003-1		3,260		-			3,260		25			20			1.7
2003-2		2,817		-			2,817		25			18			1.2
2003-3		1,233		-			1,233		25			16			1.2
2003-4		1,279		-			1,279		25			20			1.6
2004-1		180		-			180		25			24			2.4
2004-2		180		-			180		25			23			2.4
2004-3		986		-			986		25			24			3.0
2004-4		48		-			48		25			26			2.6
2005-1		512		-			512		25			27			3.6
2005-2		642		-			642		25			24			3.3
2005-3		1,335		-			1,335		25			24			3.6
2005-3 (C)		158		69			227		25			N/A			N/A
2005-4		1,344		-			1,344		25			27			4.5
2005-4 (C)		212		-			212		25			N/A			N/A
2006-2		2,301		-			2,301		25			32			6.8
2006-3		2,994		-			2,994		25			31			8.4
2006-4		2,960		-			2,960		25			32			8.2
2006-5		4,217		-			4,217		25			31			11.0
2006-6		4,712		-			4,712		25			30			10.0
Total	$	33,302	$	69		$	33,371

Mortgage Securities – Trading (Residual Securities):
2007-2	$	41,275	$	(13,959	)	$	27,316		25	%		20	%		12.5	%

(A)	The interest-only, prepayment penalty and overcollateralization securities are presented on a combined basis.

(B)	For securities that have not reached their call date - represents expected credit losses for the life of the securitization up to the expected date in which the related asset-backed bonds can be called, net of mortgage insurance recoveries.

(C)	Represents derivative cash flow bonds (“CT Bonds”).

As of September 30, 2008 and December 31, 2007 the fair value of our mortgage securities – available-for-sale was $6.9 million and $33.4 million, respectively. The decline is mostly due to slower prepayment speeds resulting in a decline in our prepayment penalty cashflows and an increase in expected credit losses and normal paydowns. The value of our mortgage securities – available-for-sale, as well as the cash flows we receive from them, are highly dependent upon interest rate spreads, as well as credit losses and prepayment experience of the borrowers of the underlying mortgage security collateral.

Mortgage Securities – Trading.

The following tables provide a summary of our portfolio of trading securities at September 30, 2008 and December 31, 2007:

Table 9 — Mortgage Securities - Trading

(dollars in thousands)

As of September 30, 2008

S&P Rating	Original Face		Amortized Cost Basis		Fair Value		Number of Securities		Weighted Average Yield
Subordinated Securities:
Investment Grade (A)	$	12,505	$	11,770	$	860		3		4.20	%
Non-investment Grade (B)		422,609		402,310		12,398		87		6.70
Total Subordinated Securities		435,114		414,080		13,258		90		6.53
Residual Securities:
Unrated		N/A		17,674		1,723		1		25.00
Total	$	435,114	$	431,754	$	14,981		91		8.66	%

(A)	Investment grade includes all securities with S&P ratings above BB+.

(B)	Non-investment grade includes all securities with S&P ratings below BBB-.

As of December 31, 2007

S&P Rating	Original Face		Amortized Cost Basis		Fair Value		Number of Securities		Weighted Average Yield
Subordinated Securities:
Investment Grade (A)	$	389,881	$	367,581	$	80,004		91		11.46	%
Non-investment Grade (B)		45,233		38,514		4,458		17		17.05
Total Subordinated Securities		435,114		406,095		84,462		108		11.76
Residual Securities:
Unrated		N/A		41,275		24,741		1		21.00
Total	$	435,114	$	447,370	$	109,203		109		13.85	%

(A)	Investment grade includes all securities with ratings above BB+.

(B)	Non-investment grade includes all securities with ratings below BBB-.

As of September 30, 2008 and December 31, 2007, mortgage securities – trading consisted of the NMFT Series 2007-2 residual security and subordinated securities retained by the Company from securitization transactions as well as subordinated securities purchased from other issuers in the open market. The aggregate fair market value of these securities as of September 30, 2008 and December 31, 2007 was $15.0 million and $109.2 million, respectively. Management estimates their fair value based on quoted market prices for subordinated securities and by discounting the expected future cash flows of the collateral and bonds for the residual securities. The market value of our mortgage securities - trading have declined due to the continued credit deterioration and an increase in the anticipated severity of the credit losses in the underlying collateral. We recognized net trading losses of $78.6 million and $3.7 million for the nine and three months ended September 30, 2008 and $237.9 million and $148.2 million for the same periods in 2007.

Real Estate Owned.

Real estate owned relating to continuing operations at September 30, 2008 and December 31, 2007 was $53.8 and $76.6 million, respectively. This change is directly related to the timing of foreclosures and subsequent liquidations of real estate owned arising out of our NHES 2006-1, 2006-MTA1 and 2007-1 securitizations. The stated amount of real estate owned on our condensed consolidated balance sheet is net of expected future losses on the sale of the property.

Asset-backed bonds.

We issued asset-backed bonds secured by mortgage loans and securities as a means for long-term financing. As of September 30, 2008 we had $2.7 billion in asset-backed bonds compared to $3.1 billion at December 31, 2007. The decrease was mainly due to bond payments during the year.

Due to Servicer.

Due to servicer represents the principal and interest advances that we owe our third-party servicer relating to our mortgage loans held-in-portfolio. The due to servicer increased by $39.4 million from December 31, 2007 compared to September 30, 2008 due to the timing of the receipts and payments related to the mortgage loans held-in-portfolio.

Short-term Borrowings.

On May 9, 2008, we fully repaid all outstanding borrowings with Wachovia and all agreements were terminated effective the same day. We have no further borrowing capacity currently available to us. See “Liquidity and Capital Resources” for further discussion of our financing availability and liquidity.

Shareholders’ Deficit.

The decrease in our shareholders’ deficit as of September 30, 2008 compared to December 31, 2007 is mainly due to the following increases and decreases.

Shareholders’ deficit decreased by:

·	$22.9 million due to impairment on mortgage securities – available for sale reclassified to earnings; and

·	$45.2 million due to the reversal of the AIM litigation accrual

Shareholders’ deficit increased by:

·	$622.6 million due to net loss recognized for the nine months ended September 30, 2008;

·	$1.5 million due to the decrease in unrealized gains on mortgage securities classified as available-for-sale; and

·	$11.5 million due to the increase in dividends accrued on preferred stock.

As of September 30, 2008, our total liabilities exceeded our total assets under GAAP, resulting in a shareholders’ deficit. Our historical losses, negative cash flows from operations and our shareholders’ deficit raise substantial doubt about our ability to continue as a going concern, which is dependent upon, among other things, the maintenance of sufficient operating cash flows. There is no assurance that cash flows will be sufficient to meet our obligations.

Contractual Obligations

We have entered into certain long-term debt and lease agreements, which obligate us to make future payments to satisfy the related contractual obligations.

The following table summarizes our contractual obligations as of September 30, 2008.

Table 10 — Contractual Obligations

(dollars in thousands)

	Payments Due by Period
Contractual Obligations	Total		Less than 1 Year		1-3 Years		3-5 Years		More Than 5 Years
Long—term debt (A)	$	3,511,729	$	737,026	$	878,047	$	841,011	$	1,055,645
Junior subordinated debentures (B)		240,706		9,538		11,801		11,801		207,566
Operating leases (C)		15,387		6,338		8,244		805		-
Total	$	3,767,822	$	752,902	$	898,092	$	853,617	$	1,263,211

(A)

Our asset-backed bonds are non-recourse as repayment is dependent upon payment of the underlying mortgage securities, which collateralize the debt. The timing of the repayment of these mortgage securities is affected by prepayments of the underlying mortgage loans. These amounts include expected interest payments on the obligations. Interest obligations on our variable-rate long-term debt are based on the prevailing interest rate at September 30, 2008 for each respective obligation.

(B)

The junior subordinated debentures are assumed to mature in 2035 and 2036 in computing the future payments. These amounts include expected interest payments on the obligations. Interest obligations on our junior subordinated debentures are based on the prevailing interest rate at September 30, 2008 for each respective obligation. Past-due interest of approximately $3.6 million is also included in the less than 1 year period.

(C)	Does not include rental income of $2.0 million to be received under sublease contracts.

We recorded deferred lease incentives, which will be amortized into rent expense over the life of the respective lease. Deferred lease incentives as of September 30, 2008 and 2007 were $0.7 million and $0.8 million, respectively.

Liquidity and Capital Resources

We had $18.8 million in unrestricted cash and cash equivalents at September 30, 2008, which was a decrease of $6.6 million from December 31, 2007. As of April 27, 2009, we had approximately $18.4 million of unrestricted cash and cash equivalents.

Current Liquidity and Near-Term Obligations. Our current projections indicate sufficient available cash and cash flows from our mortgage assets to meet our operating expenses through 2008 and 2009. However, our mortgage asset cash flows are currently volatile and uncertain in nature, and the amounts we receive could vary materially from our projections. In addition, these cash flows are expected to decrease over the next several months. Therefore, no assurances can be given that we will be able to meet our cash flow needs, in which case we would be required to seek protection of applicable bankruptcy laws.

Collateralization of letters of credit supporting surety bonds. Certain states required that we post surety bonds in connection with our former mortgage lending operations. During 2007, we were required to post letters of credit to support our reimbursement obligations to the sureties, and were required to cash collateralize the letters of credit pursuant to our letter of credit agreements with Wachovia Bank. We are in the process of terminating these surety bonds and the associated letters of credit as a result of the discontinuation of our mortgage lending operations and have received back collateral associated with letters of credit terminated to date. Collateral totaling $5.8 million remained outstanding as of September 30, 2008. Cancellation of the remaining surety bonds and related letters of credit is subject to certain conditions and may take several months or longer to complete. In addition, we are currently in default under the letter of credit agreements as a result of, among other matters, our default under debt agreements related to our trust preferred securities, discussed further below. Although we have received a return of collateral notwithstanding this default, Wachovia Bank is not obligated to return cash collateral to us so long as a default exists. Consequently, no assurances can be given as to the timing or amount of any additional return of the remaining cash collateral.

Trust Preferred Obligations. Our wholly owned subsidiary NovaStar Mortgage, Inc. (“NMI”) has approximately $77.2 million in principal amount of unsecured notes (collectively, the “Notes”) outstanding to NovaStar Capital Trust I and NovaStar Capital Trust II (collectively, the “Trusts”) which secure trust preferred securities issued by the Trusts. The foregoing is net of amounts owed in respect of trust preferred securities of NovaStar Capital Trust II having a par value of $6.9 million purchased by NMI on May 29, 2008 for $0.6 million. We have guaranteed NMI's obligations under the Notes.

On June 4, 2008 and August 14, 2008, we received written notices of acceleration from the holders of the trust preferred securities of NovaStar Capital Trust I and NovaStar Capital Trust II, respectively, which declared all obligations of NMI under the related Notes and indenture to be immediately due and payable, and stated the intention of the trust preferred security holders to pursue all available rights and remedies, including but not limited to enforcing their rights under the related guarantee. The total principal and accrued interest owed under the Notes, net of amounts owed in respect of the trust preferred securities held by NMI, was approximately $84.0 million as of April 27, 2009. In addition, we are obligated to reimburse the trustees for all reasonable expenses, disbursements and advances in connection with the exercise of rights under the indentures.

Table 11 — Summary of Operating, Investing and Financing Cash Flows

(dollars in thousands)

	For the Nine Months Ended September 30,								Increase /
	2008				2007				(Decrease)
Consolidated Statements of Cash Flows:
Cash provided by (used in) operating activities		$	13,620			$	(1,198,167	)		$	1,211,787
Cash flows provided by investing activities			426,185				862,110				(435,925	)
Cash flows (used in) provided by financing activities			(446,415	)			237,065				(683,480	)

Operating Activities. Net cash provided by (used in) operating activities increased by $1.2 billion for the nine months ended September 30, 2008 as compared to the nine months ended September 30, 2007. We discontinued all servicing and lending operations and therefore, used significantly less cash in operations.

Investing Activities. Net cash provided by investing activities decreased by $435.9 million for the nine months ended September 30, 2008 as compared to the same period of 2007. Our mortgage loan portfolio declined significantly and borrower defaults increased, resulting in lower repayments of our mortgage loans held-in-portfolio for the nine months ended September 30, 2008 as compared to the first nine months of 2007, along with an increase of the sale of loans through foreclosure. We also experienced a decrease in paydowns on our mortgage securities – available-for-sale during the first nine months of 2008 as compared to the same period of 2007 as a result of poor credit performance of the underlying loans. Cash proceeds from the sale of assets acquired through foreclosure have increased as our foreclosed loan activity has increased significantly.

Financing Activities. Net cash (used in) provided by financing activities decreased by $683.5 million for the nine months ended September 30, 2008 as compared to the nine months ended September 30, 2007. The decrease is primarily due to the issuance of $2.1 billion of asset-backed bonds during the first quarter of 2007 from a CDO and a loan securitization both structured as financing transactions for accounting purposes. This was partially offset by paydowns of short-term borrowings. We also experienced a decrease in paydowns of our asset-backed bonds during the first nine months of 2008 as compared to the same period of 2007.

Primary Uses of Cash

Investments in New Mortgage Securities. During 2007 we altered our operations substantially when we discontinued our origination business. Prior to that, we retained significant interests in the nonconforming loans we originated and purchased through our mortgage securities investment portfolio. Our securitization activities required capital to fund the primary bonds we retained, overcollateralization, securitization expenses and our operating costs to originate the mortgage loans.

For the nine months ended September 30, 2007, we retained residual securities with a cost basis of $56.4 million and no subordinated securities from our securitization transactions completed during that period. In addition, we purchased subordinated securities during the first quarter of 2007 with a cost basis of $22.0 million from other issuers which settled in the second quarter of 2007.

Repayments of Long-Term Borrowings. Our payments on asset-backed bonds decreased from $679.1 million for the nine months ended September 30, 2007 to $400.4 million for the same period of 2008. Due to the fact that we do not intend to engage in any additional on-balance sheet securitizations in the foreseeable future, we expect our payments on asset-backed bonds to decrease as our current asset-backed bonds mature.

In addition, as of September 30, 2008, our wholly owned subsidiary NovaStar Mortgage, Inc. had $77.2 million in outstanding principal of junior subordinated debentures relating to the trust preferred securities of NovaStar Capital Trust I and NovaStar Capital Trust II. We have guaranteed the obligations of NovaStar Mortgage, Inc. under the junior subordinated debentures. We are obligated to make periodic interest payments based on a variable interest rate of three-month LIBOR plus 3.5% which resets quarterly. See Table 10 for an estimate of our contractual obligations related to these junior subordinated debentures, and the discussion above regarding our default with respect to, and acceleration of, these obligations.

Repayments of Short-term Borrowings. During the nine months ended September 30, 2008, we fully repaid the remaining $57.3 million of outstanding borrowings with Wachovia and related fees. We currently have no outstanding short-term borrowings and no agreements providing for further borrowings.

Common and Preferred Stock Dividend Payments. We did not declare any common stock dividends for the nine months ended September 30, 2008 or 2007. Preferred stock dividends declared per share were $1.24 for the nine months ended September 30, 2007. Our Board of Directors has suspended dividend payments on our 8.90% Series C and Cumulative Preferred Stock (the “Series C Preferred Stock”) and our 9.00% Series D1 Mandatory Convertible Preferred Stock (the “Series D1 Preferred Stock”). As a result, dividends on our Series C Preferred Stock and Series D1 Preferred Stock continue to accrue and the dividend rate on the Series D1 Preferred Stock increased from 9.0% to 13.0%, compounded quarterly, effective January 16, 2008, with respect to all unpaid dividends and subsequently accruing dividends. Accrued and unpaid dividends on our preferred stock must be paid prior to the payment of any dividend on our common stock. We do not expect to pay any dividends for the foreseeable future.

Loan Sale and Securitization Repurchases. We have sold whole pools of loans with recourse for certain borrower defaults. Because the loans are no longer on our balance sheet, the recourse component is considered a guarantee. During the year ended December 31, 2007, we sold $912.9 million of loans with recourse for borrower defaults. We maintained a $1.1 million and $2.2 million recourse reserve related to these guarantees as of September 30, 2008 and December 31, 2007, respectively. We did not repurchase any loans during the nine months ended September 30, 2008. We paid $104.3 million in cash to repurchase loans sold to third parties during the nine months ended September 30, 2007. The recourse reserve is our estimate of the loss we expect to incur in repurchasing the loan and then either liquidating or reselling the loan. The cash we must have on hand to repurchase these loans is much higher than the estimated loss, and is higher than the principal amount of the loans as we generally must reimburse the investor for the remaining unpaid principal balance, any premium recapture, any unpaid accrued interest and any other out-of-pocket advances in accordance with the loan sale agreement.

We also have sold loans to securitization trusts and guaranteed losses suffered by the trust resulting from defects in the loan origination process. Defects may have occurred in the loan documentation and underwriting process, either through processing errors made by us or through intentional or unintentional misrepresentations made by the borrower or agents during those processes. If a defect is identified, we are required to repurchase the loan. As of September 30, 2008 and December 31, 2007, we had loans sold with recourse to securitization trusts with an outstanding principal balance of $11.2 billion and $10.1 billion, respectively. Historically, repurchases of loans from securitization trusts where a defect has occurred have been insignificant. Because we have received no significant requests to repurchase loans from our securitization trusts as of September 30, 2008, we have not recorded any reserves related to these guarantees.

Expenses Related to Discontinued Operations. We have significant ongoing expenses associated with our discontinued operations, including obligations under multiple office leases, software agreements, and other contractual obligations, that no longer contribute to our revenue producing operations. See “Other Liquidity Factors” for further discussion.

Primary Sources of Cash

Cash Received From Our Mortgage Securities Portfolio. A major driver of cash flows from investing activities is the proceeds we receive from our mortgage securities portfolio. Proceeds on mortgage securities that are pledged to the CDO are required to be used to pay principal and interest on the CDO asset-backed bonds. We were required to use the cash inflows from the remaining securities to paydown Wachovia’s remaining debt until it was fully repaid on May 9, 2008. For the nine months ended September 30, 2008 we received $72.1 million in proceeds from repayments on mortgage securities as compared to $187.6 million for the same period of 2007. The cash flows we receive on our mortgage securities are highly dependent on the default and prepayment experience of the underlying collateral. The following factors have been the significant drivers in the overall fluctuations in these cash flows:

The coupons on the underlying collateral of our mortgage securities have decreased modestly.

Higher credit losses have decreased cash available to distribute with respect to our residual securities.

We have lower average balances of our mortgage securities—available-for-sale portfolio as a result of the underlying mortgages being repaid and us not purchasing additional mortgage securities—available for sale.

Proceeds from Repayments of Mortgage Loans – Held-in-portfolio. For the nine months ended September 30, 2008 we received $254.8 million in proceeds from the repayments of our portfolio of mortgage loans held-in-portfolio compared to $679.3 million for the same period of 2007. All of these amounts are required to be used to pay principal and interest on the related asset-backed bonds secured by the mortgage loans. The decrease in 2008 is primarily the result of decreased principal balances, slower borrower prepayments and credit defaults.

Other Liquidity Factors

Table 10 details our major contractual obligations due over the next 12 months and beyond. As previously discussed, for the near future, we will focus on minimizing losses and preserving liquidity as we explore operating company opportunities. Our residual and subordinated mortgage securities are currently our only significant source of cash flows. Based on current projections, the cash flows from our mortgage securities will decrease in the next several months as the underlying mortgage loans are repaid, and could be significantly less than the current projections if losses on the underlying mortgage loans exceed the current assumptions. In addition, we have significant operating expenses associated with office leases and other obligations relating to our discontinued operations. In addition, as discussed above, NMI defaulted on its junior subordinated debentures relating to the trust preferred securities of NovaStar Capital Trust I and NovaStar Capital Trust II. If, as the cash flows from mortgage securities decrease, we are unable to recommence or acquire profitable business operations, and restructure our unsecured debt, capital structure and contractual obligations or if the cash flows from our mortgage securities are less than currently anticipated, there can be no assurance that we will be able to continue as a going concern and avoid seeking the protection of applicable bankruptcy laws. Factors that can affect our liquidity are discussed in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors” sections of this document.

Off-Balance Sheet Arrangements

As previously discussed, historically, we pooled the loans we originated and purchased and typically securitized them to obtain long-term financing for the assets. The loans were transferred to a trust where they serve as collateral for asset-backed bonds, which the trust issued to the public. We often retained the residual and subordinated securities issued by the trust. We also securitized residual and subordinated securities that we retained from our securitizations and that we purchased from third parties. As discussed elsewhere, our inability to access the securitization market has had a material adverse effect on our results of operations, financial condition, liquidity and ability to continue as a going concern.

Information about the revenues, expenses, liabilities and cash flows we have in connection with our securitization transactions, as well as information about the securities issued and interests retained in our securitizations, are detailed in “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

In the ordinary course of business, we have sold whole pools of loans to investors with recourse for certain borrower defaults. We also have sold loans to securitization trusts and guaranteed to cover losses suffered by the trust resulting from defects in the loan origination process. See “Liquidity and Capital Resources – Primary Uses of Cash – Loan Sale and Securitization Repurchases” for further discussion of these guarantees and recourse obligations.

Inflation

Virtually all of our assets and liabilities are financial in nature. As a result, interest rates and other factors drive our performance far more than does inflation. Changes in interest rates do not necessarily correlate with inflation rates or changes in inflation rates. Our financial statements are prepared in accordance with GAAP. As a result, financial activities and the balance sheet are measured with reference to historical cost or fair market value without considering inflation.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Interest Rate Risk. When interest rates on our assets do not adjust at the same time or in the same amounts as the interest rates on our liabilities or when the assets have fixed rates and the liabilities have adjustable rates, future earnings potential is affected. We express this interest rate risk as the risk that the market value of our assets will increase or decrease at different rates than that of our liabilities. Expressed another way, this is the risk that our net asset value will experience an adverse change when interest rates change. We assess the risk based on the change in market values given increases and decreases in interest rates. We also assess the risk based on the impact to net income in changing interest rate environments.

As of September 30, 2008, all borrowings under our financing arrangements adjust quarterly off LIBOR. On the other hand, very few of the mortgage assets we own adjust on a monthly or daily basis. Most of the mortgage loans contain rates that are fixed for some period of time and then adjust frequently thereafter.

While short-term borrowing rates are low and long-term asset rates are high, this portfolio structure produces good results. However, if short-term interest rates rise rapidly, earning potential is significantly affected and impairments may be incurred, as the asset rate resets would lag the borrowing rate resets.

Historically, we have transferred interest rate agreements at the time of securitization into the securitization trusts to protect the third-party bondholders from interest rate risk and to decrease the volatility of future cash flows related to the securitized mortgage loans. We entered into these interest rate agreements as we originated and purchased mortgage loans in our mortgage lending segment. At the time of a securitization structured as a sale, we transferred interest rate agreements into the securitization trusts and they were removed from our balance sheet. The trust assumed the obligation to make payments and obtained the right to receive payments under these agreements. Generally, net settlement obligations paid by the trust for these interest rate agreements reduce the excess interest cash flows to our residual securities. Net settlement receipts from these interest rate agreements are used either to cover interest shortfalls on the third-party primary bonds or to provide credit enhancement with any remaining funds then flowing to our residual securities. For securitizations structured as financings the derivatives remain on our balance sheet. Generally, these interest rate agreements do not meet the hedging criteria set forth in GAAP while they are on our balance sheet; therefore, we are required to record their change in value as a component of earnings even though they may reduce our interest rate risk. In times when short-term rates rise or drop significantly, the value of our agreements will increase or decrease, respectively. Occasionally, we enter into interest rate agreements that do meet the hedging criteria set forth in GAAP. In these instances, we record their change in value, if effective, directly to other comprehensive income on our statement of shareholder’s deficit.

Interest Rate Sensitivity Analysis. To assess interest sensitivity as an indication of exposure to interest rate risk, management relies on models of financial information in a variety of interest rate scenarios. Using these models, the fair value and interest rate sensitivity of each financial instrument, or groups of similar instruments is estimated, and then aggregated to form a comprehensive picture of the risk characteristics of the balance sheet. The risks are analyzed on a market value and cash flow basis.

The following table summarizes management’s estimates of the changes in market value of our mortgage assets assuming interest rates were 100 and 200 basis points, or 1 and 2 percent, higher or lower. The cumulative change in market value represents the change in market value of mortgage assets. The change in market value of the liabilities on our balance sheet due to a change in interest rates is insignificant since a majority of our short-term borrowings and asset-backed bonds (“ABB”) are adjustable rate; however, as noted above, rapid increases in short-term interest rates would negatively impact the interest-rate spread between our liabilities and assets and, consequently, our earnings.

Table 12 — Interest Rate Sensitivity - Market Value

(dollars in thousands)

	Basis Point Increase (Decrease) in Interest Rates (A)
		(200)			(100)			100			200
As of September 30, 2008:
Change in market values of:
Assets – non trading (B)	$	13,563		$	5,768		$	(2,798	)	$	(4,823	)
Assets – trading (C)		13,877			5,899			(2,643	)		(4,229	)
Cumulative change in market value	$	27,440		$	11,667		$	(5,441	)	$	(9,052	)
Percent change of market value portfolio equity (D)		7.0	%		3.0	%		(1.5	)%		(2.5	)%

As of December 31, 2007:
Change in market values of:
Assets – non trading (B)	$	42,484		$	19,234		$	(18,057	)	$	(32,868	)
Assets – trading (C)		33,448			15,269			(14,210	)		(26,053	)
Cumulative change in market value	$	75,932		$	34,503		$	(32,267	)	$	(58,921	)
Percent change of market value portfolio equity (D)		61.0	%		24.6	%		(17.5	)%		(30.5	)%

(A)

Change in market value of assets or interest rate agreements in a parallel shift in the yield curve, up and down 1% and 2%.

(B)

Includes mortgage loans held-for-sale, mortgage loans held-in-portfolio and mortgage securities - available-for-sale.

(C)

Consists of mortgage securities – trading.

(D)

Total change in estimated market value as a percent of market value portfolio equity as of September 30, 2008 and December 31, 2007.

Hedging. We currently have no intention of entering into new derivative instruments. In the past, we used derivative instruments, including interest rate swap and cap contracts, to mitigate the risk of our cost of funding increasing at a faster rate than the interest on assets. Interest rate cap and swap agreements are legal contracts between us and a third-party firm or “counterparty”. Under an interest rate cap agreement the counterparty agrees to make payments to us in the future should the one-month LIBOR interest rate rise above the strike rate specified in the contract. We make either quarterly or monthly premium payments or have chosen to pay the premiums at the beginning to the counterparties under contract. Each contract has either a fixed or amortizing notional face amount on which the interest is computed and a set term to maturity. When the referenced LIBOR interest rate rises above the contractual strike rate, we earn cap income. Under interest rate swap agreements we pay a fixed rate of interest while receiving a rate that adjusts with one-month LIBOR.

All derivative instruments on our balance sheet as of September 30, 2008 are related to securitizations structured as financings and are legally held by the trust. The following table summarizes the key contractual terms associated with these interest rate risk management contracts as of September 30, 2008. All of our pay-fixed swap contracts and interest rate cap contracts are indexed to one-month LIBOR. We have determined the following estimated net fair value amounts by using available market information and valuation methodologies we deem appropriate as of September 30, 2008.

Table 13 - Interest Rate Risk Management Contracts

(dollars in thousands)

							Maturity Range
	Net Fair Value			Total Notional Amount			2008			2009			2010			2011		2012 and beyond
Pay-fixed swaps:
Contractual maturity	$	(4,797	)	$	735,000		$	290,000		$	405,000		$	40,000		$	—	$	—
Weighted average pay rate					4.9	%		4.9	%		4.9	%		5.0	%		—		—
Weighted average receive rate					3.9	%	(A)			(A)			(A)				—		—

Interest rate caps:
Contractual maturity	$	49		$	140,000		$	100,000		$	40,000		$	—		$	—	$	—
Weighted average strike rate					5.1	%		5.1	%		5.0	%		—			—		—

(A)

The pay-fixed swaps receive rate is indexed to one-month LIBOR.

Item 4. Controls and Procedures

Disclosure Controls and Procedures. We maintain a system of disclosure controls and procedures (as defined in Rules 13a-15(e) under the Securities Exchange Act of 1934) which are designed to ensure that information required to be disclosed by us in reports we file or submit under the federal securities laws, including this report, is recorded, processed, summarized and reported on a timely basis. These disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed in reports we file or submit under the federal securities laws is accumulated and communicated to management, including our principal executive officer (“CEO”) and principal financial officer (“CFO”), on a timely basis to allow decisions regarding required disclosure. Management, with the participation of our CEO and CFO, evaluated the effectiveness of our disclosure controls and procedures as of September 30, 2008. Based on this evaluation, management has concluded that our disclosure controls and procedures were not effective as of September 30, 2008 because of the existence of a material weakness in internal controls over financial reporting related to the lack of segregation of duties within our accounting department.

A material weakness is a deficiency, or combination of deficiencies, in internal controls over financial reporting, such that there is a reasonable possibility a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis.

During the period covered by this quarterly report, we identified a control deficiency that was deemed a material weakness in internal controls over financial reporting at September 30, 2008. The deficiency relates to the inadequate segregation of duties amongst the Company's employees with respect to accounting, financial reporting and disclosure. The material weakness was a result of the reduction in our accounting staff which occurred during the third quarter ended September 30, 2008.

Management intends to remedy the material weakness by hiring additional accounting department staff, and reallocating duties, including responsibilities for financial reporting, among the Company’s employees. Based on the lack of resources available to hire and train employees, management does not expect this to be remediated by the end of the year.

The material weakness identified above did not result in the restatement of prior period financial statements or any other related financial disclosure, nor did it disclose any errors or misstatements.

Changes in Internal Controls over Financial Reporting. Except for the material weakness described above, there were no changes in our internal controls over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) that occurred during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

Our management, including our CEO and CFO, does not expect that our disclosure controls and procedures or our internal controls will prevent or detect all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with associated policies or procedures. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

At this time, the Company cannot predict the probable outcome of the following claims and as such no amounts have been accrued in the condensed consolidated financial statements.

On September 12, 2008, a petition for involuntary Chapter 7 bankruptcy entitled In re NovaStar Mortgage, Inc. (Case No. 08-12125-CSS) was filed against NMI by the holders of the trust preferred securities in U.S. Bankruptcy Court for the District of Delaware in Wilmington, Delaware. The filing did not include NFI or any other subsidiary or affiliate of NFI. On February 18, 2009, the Company, NMI, NovaStar Capital Trust I, NovaStar Capital Trust II and the trust preferred securities holders entered into agreements to settle the claims of the trust preferred securities holders arising from NMI’s failure to make the scheduled quarterly interest payments on certain unsecured notes issued by NMI to the trusts. The settlement was contingent upon, among other things, the dismissal of the involuntary Chapter 7 bankruptcy. On March 9, 2009, the Bankruptcy Court entered an order dismissing the involuntary proceeding. See Note 6—Borrowings above for additional discussion of the claims of the petitioners and the settlement.

Item 1A. Risk Factors

Risk Factors

You should carefully consider the risks described below in evaluating our business and before investing in our publicly traded securities. Any of the risks we describe below or elsewhere in this report could negatively affect our results of operations, financial condition, liquidity, business prospects and ability to continue as a going concern. The risks described below are not the only ones facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially adversely affect our results of operations, financial condition, liquidity, business prospects and ability to continue as a going concern. Our business is also subject to the risks that affect many other companies, such as competition, inflation, general economic conditions and geopolitical events.

Risks Related to Recent Changes in Our Business

The subprime mortgage loan market has largely ceased to operate, which has caused us to discontinue all of our historical operations other than managing our existing portfolio of mortgage securities and has adversely affected our ability to continue as a going concern.

Due to a number of market factors, including increased delinquencies and defaults on residential mortgage loans, investor concerns over asset quality, a declining housing market and the failure of subprime mortgage companies and hedge funds that have invested in subprime loans, the subprime mortgage industry has been severely disrupted and the secondary market for mortgage loans has been unavailable to us since the middle of 2007. As a result, we have discontinued our mortgage lending business, have sold most of the loans that we had not yet securitized, and have sold our mortgage servicing assets to generate cash to repay indebtedness and to reduce cash requirements. We also have terminated all but a core group of our workforce. Our historical operations are now limited to managing our existing portfolio of mortgage securities.

In light of the nature and extent of the disruption subprime mortgage loan markets, there can be no assurances that these markets will improve or return to past levels. Further, in light of our current financial condition, massive reductions in our workforce, regulatory requirements, capital and financing requirements, and other uncertainties, there can be no assurances that we would be able to recommence mortgage lending, servicing or securitization activities if and when the relevant markets improve, or that any such activities would be at or near our historical levels. Unless we are able to reestablish profitable operations, either within our historical or new business areas, at levels necessary to meet our existing and future expenses, we will not be able to continue as a going concern.

Payments on our mortgage securities are currently our only significant source of cash flows and will continue to decrease in the next several months to a level that is not sufficient to fund our existing expenses and continue as a going concern.

Our residual and subordinated mortgage securities are currently our only significant source of cash flows. Cash flows from our mortgage securities have materially decreased and will continue to decrease in the next several months as the underlying mortgage loans are repaid, and could be significantly less than our current projections if losses on the underlying mortgage loans exceed our current assumptions or if prepayment speeds continue to decline. In addition, we have significant operating expenses associated with office leases, and other obligations relating to our discontinued operations, as well as periodic interest payment obligations with respect to junior subordinated debentures relating to the trust preferred securities of NovaStar Capital Trust I and NovaStar Capital Trust II. Our cash flows from mortgage securities are likely to be insufficient to cover our existing expenses in the near future. If, as the cash flows from mortgage securities decrease, we are unable to recommence or invest in profitable operations, and restructure our unsecured debt, capital structure and contractual obligations, there can be no assurance that we will be able to continue as a going concern and avoid seeking the protection of applicable bankruptcy laws.

To the extent that the mortgage loans underlying our residual and subordinated securities continue to experience significant credit losses, or mortgage loan prepayment rates continue to decline, our cash flows will be further and perhaps abruptly reduced, which would adversely affect our liquidity and ability to continue as a going concern.

Our mortgage securities consist of certain residual securities retained from our past securitizations of mortgage loans, which typically consist of interest-only, prepayment penalty, and over collateralization bonds, and certain investment grade and non-investment grade rated subordinated mortgage securities retained from our past securitizations and purchased from other ABS issuers. These residual and subordinated securities are generally unrated or rated below investment grade and, as such, involve significant investment risk that exceeds the aggregate risk of the full pool of securitized loans. By holding the residual and subordinated securities, we generally retain the “first loss” risk associated with the underlying pool of mortgage loans. As a result, losses on the underlying mortgage loans directly affect our returns on, and cash flows from, these mortgage securities. In addition, if delinquencies and/or losses on the underlying mortgage loans exceed specified levels, the level of over-collateralization required for higher rated securities held by third parties may be increased, further decreasing cash flows presently payable to us. Further, slower prepayment speeds reduce our prepayment penalty cash flows.

Increased delinquencies and defaults and slower prepayment rates on the mortgage loans underlying our residual and subordinated mortgage securities have resulted in a decrease in the cash flow we receive from these investments. In the event that decreases in cash flows from our mortgage securities are more severe or abrupt than currently projected, our results of operations, financial condition, and liquidity, and our ability to restructure existing obligations, establish new business operations, and continue as a going concern, will be adversely affected.

Our ability to identify and establish or acquire, and profitably manage, operate and grow, new operations is critical to our ability to continue as a going concern and is subject to significant uncertainties and limitations. If we attempt to make any acquisitions, we will incur a variety of costs and may never realize the anticipated benefits.

In light of the current state of the subprime mortgage market and declining cash flows from our mortgage securities, our ability to continue as a going concern is dependent upon our ability to identify and establish or acquire new operations that contribute sufficient additional cash flow to enable us to meet our current and future expenses. Our ability to start or acquire new businesses is significantly constrained by our limited liquidity and our likely inability to obtain debt financing or to issue equity securities as a result of our current financial condition, including a shareholders’ deficit, as well as other uncertainties and risks. There can be no assurances that we will be able to establish or acquire new business operations.

If we pursue any new business opportunities, the process of establishing a new business or negotiating the acquisition and integrating an acquired business may result in operating difficulties and expenditures and may require significant management attention. Moreover, we may never realize the anticipated benefits of any new business or acquisition. We may not have, and may not be able to acquire or retain, personnel with experience in any new business we may establish or acquire. In addition, future acquisitions could result in contingent liabilities and/or amortization expenses related to goodwill and other intangible assets, which could harm our results of operations, financial condition and business prospects and ability to continue as a going concern.

If we are not able to successfully restructure our unsecured debt, other significant contractual obligations and preferred stock, we are not likely to be able to continue as a going concern.

Based on current projections, the cash flows from our remaining mortgage securities will continue to significantly decrease to levels that are below our current expenses and that are below levels necessary to commence other operations. Because our known obligations exceed our existing assets, because of the liquidation rights and preferences of our preferred stock and because of the current conditions in the capital markets, the issuance of additional equity for new capital is highly unlikely. Consequently, we are attempting to restructure our indebtedness and certain contractual obligations, and we are assessing potential changes to our preferred stock. Our ability to implement any restructuring is dependent upon and agreement of various third parties and security holders. We can provide no assurance that any negotiations or other efforts to restructure our debt will be successful. To the extent that they are not, we would be unlikely to be able to continue as a going concern and would be likely to seek the protection of applicable bankruptcy laws.

We are unlikely to have access to financing on reasonable terms, or at all, that may be necessary for us to continue to operate or to acquire new businesses.

We do not currently have in place any agreements or commitments for short-term financing nor any agreements or commitments for additional long-term financing. In light of these factors and current market conditions, our current financial condition, and our lack of significant unencumbered assets, we are unlikely to be able to secure additional financing for existing or new operations or for any acquisition.

Various legal proceedings could adversely affect our financial condition, our results of operations, liquidity and our ability to continue as a going concern.

In the course of our business, we are subject to various legal proceedings and claims. See Part I “Item 3—Legal Proceedings.” In addition, as the subprime mortgage industry has deteriorated, we have become subject to various securities and derivative lawsuits, and participants in the industry, including the Company, have and may continue to be subject to increased litigation arising from foreclosures and other industry practices, in some cases on the basis of novel legal theories. The resolution of these legal matters or other legal matters could result in a material adverse impact on our results of operations, liquidity, financial condition and ability to continue as a going concern.

The Securities and Exchange Commission (the “SEC”) has requested information from issuers in our industry, including us, regarding accounting for mortgage loans and other mortgage related assets. In addition, we have received requests or subpoenas for information relating to our operations from various federal and state regulators and law enforcement, including, without limitation, the United States Department of Justice, the Federal Bureau of Investigation, the New York Attorney General and the Department of Labor. While we have provided, or are in the process of providing, the requested information to the applicable officials, we may be subject to further information requests from, or action by, these or other regulators or law enforcement officials. To the extent we are subject to any actions, our financial condition, liquidity, and ability to continue a going concern could be materially adversely affected.

There can be no assurance that our common stock or Series C Preferred Stock will continue to be traded in an active market.

Our common stock and our Series C Preferred Stock were delisted by the New York Stock Exchange (“NYSE”) in January 2008, as a result of failure to meet applicable standards for continued listing on the NYSE. Our common stock and Series C Preferred Stock are currently quoted on the OTC Bulletin Board and on the Pink Sheets. However, there can be no assurance that an active trading market will be maintained. Trading of securities on the OTC and Pink Sheets is generally limited and is effected on a less regular basis than on exchanges, such as the NYSE, and accordingly investors who own or purchase our stock will find that the liquidity or transferability of the stock may be limited.

Additionally, a shareholder may find it more difficult to dispose of, or obtain accurate quotations as to the market value of, our stock. If an active public trading market cannot be sustained, the trading price of our common and preferred stock could be adversely affected and your ability to transfer your shares of our common and preferred stock may be limited.

We are not likely to pay dividends to our common or preferred stockholders in the foreseeable future.

We are not required to pay out our taxable income in the form of dividends, as we are no longer subject to a REIT distribution requirement. Instead, payment of dividends is at the discretion of our board of directors. To preserve liquidity, our board of directors has suspended dividend payments on our Series C Preferred Stock and Series D1 Preferred Stock. Dividends on our Series C Preferred Stock and D1 Preferred Stock continue to accrue and the dividend rate on our Series D1 Preferred Stock increased from 9.0% to 13.0%, compounded quarterly, effective January 16, 2008 with respect to all unpaid dividends and subsequently accruing dividends. No dividends can be paid on any of our common stock until all accrued and unpaid dividends on our Series C Preferred Stock and Series D1 Preferred Stock are paid in full. Accumulating dividends with respect to our preferred stock will negatively affect the ability of our common stockholders to receive any distribution or other value upon liquidation.

Risks Related to Mortgage Asset Financing, Sale, and Investment Activities

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

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

Differences in our actual experience compared to the assumptions that we use to determine the value of our residual mortgage securities and to estimate reserves could further adversely affect our financial position.

Our securitizations of mortgage loans that were structured as sales for financial reporting purposes resulted in gain recognition at closing as well as the recording of the residual mortgage securities we retained at fair value. The value of residual securities represents the present value of future cash flows expected to be received by us from the excess cash flows created in the securitization transaction. In general, future cash flows are estimated by taking the coupon rate of the loans underlying the transaction less the interest rate paid to the investors, less contractually specified servicing and trustee fees, and after giving effect to estimated prepayments and credit losses. We estimate future cash flows from these securities and value them utilizing assumptions based in part on projected discount rates, delinquency, mortgage loan prepayment speeds and credit losses. It is extremely difficult to validate the assumptions we use in valuing our residual interests. Even if the general accuracy of the valuation model is validated, valuations are highly dependent upon the reasonableness of our assumptions and the predictability of the relationships which drive the results of the model. Due to deteriorating market conditions, our actual experience has differed significantly from our assumptions, resulting in a reduction in the fair value of these securities and impairments on these securities. If our actual experience continues to differ materially from the assumptions that we used to determine the fair value of these securities, our financial condition, results of operations, liquidity and ability to continue as a going concern will continue to be negatively affected.

Risks Related to Interest Rates and Our Hedging Strategies

Changes in interest rates may harm our results of operations and equity value.

Our results of operations are likely to be harmed during any period of unexpected or rapid changes in interest rates. Our primary interest rate exposures relate to our mortgage securities, mortgage loans, floating rate debt obligations, interest rate swaps, and interest rate caps. Interest rate changes could adversely affect our cash flow, results of operations, financial condition, liquidity, business prospects, and ability to continue as a going concern in the following ways:

interest rate fluctuations may harm our cash flow as the spread between the interest rates we pay on our borrowings and hedges and the interest rates we receive on our mortgage assets narrows;

the value of our residual and subordinated securities and the income we receive from them are based primarily on LIBOR, and an increase in LIBOR increases funding costs which reduces the cash flow we receive from, and the value of, these securities;

existing borrowers with adjustable-rate mortgages or higher risk loan products may incur higher monthly payments as the interest rate increases, and consequently may experience higher delinquency and default rates, resulting in decreased cash flows from, and decreased value of, our mortgage securities; and

mortgage prepayment rates vary depending on such factors as mortgage interest rates and market conditions, and changes in prepayment rates may harm our earnings and the value of our mortgage securities.

In addition, interest rate changes may also further impact our net book value as our mortgage securities and related hedge derivatives are marked to market each quarter. Generally, as interest rates increase, the value of our mortgage securities decreases which decreases the book value of our equity.

Furthermore, shifts in the yield curve, which represents the market’s expectations of future interest rates, also affects the yield required for the purchase of our mortgage securities and therefore their value. To the extent that there is an unexpected change in the yield curve it could have an adverse effect on our mortgage securities portfolio and our financial position and our ability to continue as a going concern.

Risks Related to Credit Losses

Further delinquencies and losses with respect to residential mortgage loans, particularly in the sub-prime sector, may cause us to recognize additional losses, which would further adversely affect our operating results, liquidity, financial condition, business prospects and ability to continue as a going concern.

Delinquency interrupts the flow of projected interest income from a mortgage loan, and default can ultimately lead to a loss if the net realizable value of the real property securing the mortgage loan is insufficient to cover the principal and interest due on the loan and costs of sale. In the event of a borrower’s bankruptcy, that borrower’s mortgage loan will be deemed to be secured only to the extent of the value of the underlying collateral at the time of bankruptcy (as determined by the bankruptcy court), and the lien securing the mortgage loan may in some circumstances be subject to the avoidance powers of the bankruptcy trustee under applicable state law. Foreclosure of a mortgage loan can be an expensive and lengthy process that can have a substantial negative effect on our originally anticipated return on the foreclosed mortgage loan. Also, loans that are delinquent or in default may be unmarketable or saleable only at a discount.

We have experienced a significant increase in borrower delinquencies and defaults, which has adversely affected our liquidity, cash flows, results of operations and financial condition. Nearly all of our remaining loans held for sale are delinquent or are in default. In addition, our economic investment in and cash flows from loans we have securitized continue to be exposed to delinquencies and losses, either through residual securities that we retain in securitizations structured as sales, or through the loans that remain on our balance sheet in securitizations structured as financings. To the extent that loan delinquencies and defaults continue at their current rates or become more severe, our results of operations, cash flows, liquidity, financial condition and ability to continue as a going concern may be further adversely affected.

Loans made to nonconforming mortgage borrowers entail relatively higher delinquency and default rates which will result in higher loan losses, which are likely to be exacerbated during economic slowdowns.

Nonconforming mortgage borrowers have impaired or limited credit histories, limited documentation of income and higher debt-to-income ratios than traditional mortgage lenders allow. Mortgage loans made to nonconforming mortgage loan borrowers generally entail a higher risk of delinquency and foreclosure than mortgage loans made to borrowers with better credit and, therefore, will result in higher levels of realized losses than conventional loans. General economic slowdowns, such as that currently affecting the United States, are likely to adversely affect nonconforming borrowers to a greater extent than conforming borrowers and, consequently, are likely to have a greater negative impact on delinquency and loss rates with respect to nonconforming loans.

The value of, and cash flows from, our mortgage securities may further decline due to factors beyond our control.

There are many factors that affect the value of, and cash flows from, our mortgage securities, many of which are beyond our control. For example, the value of the homes collateralizing residential loans may decline due to a variety of reasons beyond our control, such as weak economic conditions or natural disasters. Over the past year, residential property values in most states have declined, in some areas severely, which has increased delinquencies and losses on residential mortgage loans generally, especially where the aggregate loan amounts (including any subordinate loans) are close to or greater than the related property value. A borrower’s ability to repay a loan also may be adversely affected by factors beyond our control, such as subsequent over-leveraging of the borrower, reductions in personal incomes, and increases in unemployment.

In addition, interest-only loans, negative amortization loans, adjustable-rate loans, reduced documentation loans, home equity lines of credit and second lien loans may involve higher than expected delinquencies and defaults. For instance, any increase in prevailing market interest rates may result in increased payments for borrowers who have adjustable rate mortgage loans. Moreover, borrowers with option ARM mortgage loans with a negative amortization feature may experience a substantial increase in their monthly payment, even without an increase in prevailing market interest rates, when the loan reaches its negative amortization cap. The current lack of appreciation in residential property values and the adoption of tighter underwriting standards throughout the mortgage loan industry may adversely affect the ability of borrowers to refinance these loans and avoid default.

Each of these factors may be exacerbated by general economic slowdowns and by changes in consumer behavior, bankruptcy laws, and other laws.

To the extent that delinquencies or losses continue to increase for these or other reasons, the value of our mortgage securities and the mortgage loans held in our portfolio will be further reduced, which will adversely affect our operating results, liquidity, cash flows, financial condition and ability to continue as a going concern.

Mortgage insurers may not pay claims resulting in increased credit losses.

Mortgage insurance mitigates the risk of credit losses. We face the risk that the mortgage insurers insuring loans serving as collateral for our mortgage securities might not have the financial ability to pay all claims presented or may deny a claim if the loan is not properly serviced, has been improperly originated, is the subject of fraud, or for other reasons. Any of those events could increase our credit losses and thus adversely affect our results of operations, financial condition, liquidity and cash flows, and ability to continue as a going concern.

Geographic concentration of mortgage loans increases our exposure to risks in those areas.

Over-concentration in any one geographic area of our loans held for sale or underlying our mortgage securities increases our exposure to the economic risks associated with that area. Declines in the residential real estate markets in which we are concentrated, including California and Florida, have reduced the values of the properties collateralizing our mortgages which in turn has increased the risk of delinquency, foreclosure, or losses from those loans. In addition, increases in the unemployment rate in markets in which we are concentrated increases the likelihood that borrowers in those areas may become delinquent on their loans. To the extent that borrowers in a geographic area in which we have made a significant number of loans become delinquent or otherwise default on such loans, the value of, and cash flows from, our mortgage securities and loans held for sale will further decrease which will adversely affect our operating results, liquidity, cash flows, financial condition and ability to continue as a going concern.

To the extent that we have a large number of loans in an area hit by a natural disaster, we may suffer losses.

Standard homeowner insurance policies generally do not provide coverage for natural disasters, such as hurricanes and floods. Furthermore, nonconforming borrowers are not likely to have special hazard insurance. To the extent that borrowers do not have insurance coverage for natural disasters, they may not be able to repair the property or may stop paying their mortgages if the property is damaged. A natural disaster that results in a significant number of delinquencies could cause increased foreclosures and decrease our ability to recover losses on properties affected by such disasters, and that in turn could negatively affect the value of, and cash flows from, our mortgage assets, which will adversely affect our operating results, liquidity, cash flows, financial condition and ability to continue as a going concern.

As a result of our sale of our mortgage servicing rights, we no longer possess the ability to identify and address potential or actual delinquencies and defaults on the mortgage loans underlying our residual and subordinated securities.

We have traditionally utilized our role as servicer of our securitized pools of mortgage loans to attempt to identify and address potential and actual borrower delinquencies and defaults. On November 1, 2007, we sold to a third party our servicing rights with respect to our securitized loans. As a result, we no longer control the lender-borrower relationship, which may exacerbate the increase in delinquencies and defaults under such mortgage loans and the negative impact on the value and cash flows of our residual and subordinated securities resulting from such delinquencies and defaults.

Risks Related to the Legal and Regulatory Environment in Which We Operate

Failure to comply with federal, state or local regulation of, or licensing requirements with respect to, our discontinued businesses could harm our financial condition and ability to recommence mortgage banking operations.

Our prior mortgage lending, brokerage and loan servicing operations were subject to an extensive body of federal, state and local laws and licensing requirements. Although we utilized systems and procedures designed to facilitate compliance, these requirements were voluminous and, in some cases, complex and subject to interpretation, and our compliance with these requirements depended on the actions of a large number of employees. Borrowers experiencing foreclosure and terminated employees may make retaliatory allegations of non-compliance. Investigations, enforcement actions, litigation, fines, penalties and liability with respect to non-compliance with these requirements may consume attention of key personnel, may adversely affect our future ability to engage in regulated activities, and may materially and adversely affect our financial condition, results of operations, liquidity and ability to continue as a going concern.

Risks Related to Our Capital Stock

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

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

actual or perceived changes in our ability to continue as a going concern;

actual or anticipated changes in the delinquency and default rates on mortgage loans, in general, and specifically on the loans we invest in through our mortgage securities;

actual or anticipated changes in residential real estate values;

actual or anticipated changes in market interest rates;

actual or anticipated changes in our earnings and cash flow;

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

developments in the subprime mortgage lending industry or the financial services sector generally;

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

the activities of investors who engage in short sales of our common stock;

actual or anticipated changes in financial estimates by securities analysts;

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

additions or departures of senior management and key personnel; and

actions by institutional shareholders.

Our charter permits us to issue additional equity without shareholder approval, which could materially adversely affect our current shareholders.

Our charter permits our board of directors, without shareholder approval, to:

authorize the issuance of additional shares of common stock or preferred stock without shareholder approval, including the issuance of shares of preferred stock that have preference rights over the common stock with respect to dividends, liquidation, voting and other matters or shares of common stock that have preference rights over our outstanding common stock with respect to voting;

classify or reclassify any unissued shares of common stock or preferred stock and to set the preferences, rights and other terms of the classified or reclassified shares; and

issue additional shares of common stock or preferred stock in exchange for outstanding securities, with the consent of the holders of those securities.

In connection with any capital restructuring or in order to raise additional capital, we may issue, reclassify or exchange securities, including debt instruments, preferred stock or common stock. Any of these or similar actions by us may dilute your interest in us or reduce the market price of our capital stock, or both. Our outstanding shares of preferred stock have, and any additional series of preferred stock may also have, a preference on distribution payments that limit our ability to make a distribution to common shareholders. Because our decision to issue, reclassify or exchange securities will depend on negotiations with third parties, market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing or nature of our future issuances, if any. Further, market conditions could require us to accept less favorable terms for the issuance of our securities in the future. Thus, our shareholders will bear the risk that our future issuances, reclassifications and exchanges will reduce the market price of our stock and/or dilute their interest in us.

Other Risks Related to our Business

You should exercise caution in reviewing our condensed consolidated financial statements.

Our condensed consolidated financial statements have been prepared on a going concern basis of accounting which contemplates continuity of operations, realization of assets, liabilities and commitments in the normal course of business. The financial statements do not reflect any adjustments that might result if we were unable to continue as a going concern, as to which no assurances can be given. In light of these facts, you should exercise caution in reviewing our financial statements.

Our ability to use our net operating loss carryforwards and net unrealized built-in losses could be severely limited in the event of certain transfers of our voting securities.

We currently have recorded a significant net deferred tax asset, before valuation allowance, almost all of which relates to certain loss carryforwards and net unrealized built-in-losses. While we believe that it is more likely than not that we will not be able to utilize such losses in the future, the net operating loss carryforwards and net unrealized built-in losses could provide significant future tax savings to us if we are able to use such losses. However, our ability to use these tax benefits may be impacted, restricted or eliminated due to a future “ownership change” within the meaning of Section 382 of the Code. We do not have the ability to prevent such an ownership change from occurring. Consequently, an ownership change could occur that would severely limit our ability to use the tax benefits associated with the net operating loss carryforwards and net unrealized built-in losses, which may result in higher taxable income for us (and a significantly higher tax cost as compared to the situation where these tax benefits are preserved).

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

Certain provisions of our charter, bylaws and Maryland law could discourage, delay or prevent transactions that involve an actual or threatened change in control, and may make it more difficult for a third party to acquire us, even if doing so may be beneficial to our shareholders. For example, our board of directors is divided into three classes with three year staggered terms of office. This makes it more difficult for a third party to gain control of our board because a majority of directors cannot be elected at a single meeting. Further, under our charter, generally a director may only be removed for cause and only by the affirmative vote of the holders of at least a majority of all classes of shares entitled to vote in the election for directors together as a single class. Our bylaws make it difficult for any person other than management to introduce business at a duly called meeting requiring such other person to follow certain advance notice procedures. Finally, Maryland law provides protection for Maryland corporations against unsolicited takeover situations.

The accounting for our mortgage assets may result volatility of our results of operations and our financial statements.

The accounting treatment applicable to our mortgage assets is dependent on various factors outside of our control and may significantly affect our results of operations and financial statements. As current turmoil in the subprime industry continues to affect the characteristics of our mortgage assets we may be required to adjust the accounting treatment of our assets. As a result of this, stockholders must undertake a complex analysis to understand our earnings (losses), cash flows and financial condition.

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

(dollars in thousands)

Issuer Purchases of Equity Securities
	Total Number of Shares Purchased		Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs (A)
July 1, 2008 – July 31, 2008		-		-		-	$	1,020
August 1, 2008 – August 31, 2008		-		-		-	$	1,020
September 1, 2008 – September 30, 2008		-		-		-	$	1,020

(A)	Current report on Form 8-K was filed on October 2, 2000 announcing that the Board of Directors authorized the Company to repurchase its common shares, in an amount not to exceed $9 million.

Item 3. Defaults Upon Senior Securities

The Company’s wholly owned subsidiary NovaStar Mortgage, Inc. (“NMI”) has approximately $77.2 million in principal amount of unsecured notes (collectively, the “Notes”) outstanding to NovaStar Capital Trust I and NovaStar Capital Trust II (collectively, the “Trusts”) which secure trust preferred securities issued by the Trusts. The Company has guaranteed NMI's obligations under the Notes.

NMI failed to make quarterly interest payments that were due on March 30, April 30, June 30, July 30, September 30, October 30 and December 30, 2008, and January 30 and March 30, 2009 totaling, for all payment dates combined, approximately $6.1 million on the Notes. As a result, NMI is in default under the related indentures and the Company is in default under the related guarantees. An agreement by the trustees and trust preferred security holders of the Trusts to forbear in the exercise of remedies with respect to the initial payment defaults expired on May 30, 2008. Consequently, the trustee and holders of 25% of the outstanding trust preferred securities of each Trust have the right to accelerate all principal, accrued interest, and other obligations of NMI under the related Notes and to demand payment of all such amounts from the Company under the related guarantees. The total principal and accrued interest owed under the Notes, net of amounts owed in respect of the trust preferred securities held by NMI, was approximately $84.0 million as of April 27, 2009. In addition, the Company is obligated to reimburse the trustees for all reasonable expenses, disbursements and advances in connection with the exercise of rights under the indentures.

To preserve liquidity, the Company’s Board of Directors has suspended the payment of dividends on its 8.9% Series C Cumulative Redeemable Preferred Stock (the “Series C Preferred Stock”) and its Series D1 Mandatory Convertible Preferred Stock (the “Series D1 Preferred Stock”). As a result, dividends continue to accrue on the Series C Preferred Stock and Series D1 Preferred Stock. The Company has total accrued dividends payable related to the Series C Preferred Stock and Series D1 Preferred Stock of $23.9 million as of April 27, 2009. All accrued and unpaid dividends on the Company’s preferred stock must be paid prior to any payments of dividends or other distributions on the Company’s common stock. In addition, if at any time dividends on the Series C Preferred Stock are in arrears for six or more quarterly periods (whether or not consecutive), the holders of the Series C Preferred Stock, voting as a single class, have the right to elect two additional directors to the Company’s Board of Directors. The Company does not expect to pay any dividends for the foreseeable future.

Dividends on the Series C Preferred Stock are payable in cash and accrue at a rate of 8.90% annually. Accrued and unpaid dividends payable related to the Series C Preferred Stock were approximately $6.7 million as of September 30, 2008 and $10.5 million as of April 27, 2009.

On March 17, 2009, the Company notified the holders of the Series C Preferred Stock that the Company would not make the dividend payment on the Series C Preferred Stock due on March 31, 2009. Because dividends on the Series C Preferred Stock are presently in arrears for five quarters, under the terms of the Articles Supplementary to the Company’s Charter that established the Series C Preferred Stock, the holders of the Series C Preferred Stock had the right, as of March 31, 2009, to elect two additional directors to the Company’s board of directors. The notice also allowed the holders of the Series C Preferred Stock to make nominations for the election of the two additional directors to occur by vote of the holders of the Series C Preferred Stock at the Company’s next annual meeting of stockholders.

Dividends on the Series D1 Preferred Stock are payable in cash and accrue at a rate of 9.00% per annum, or 13.00% per annum if any such dividends are not declared and paid when due. The dividend rate on the Series D1 Preferred Stock increased from 9.0% to 13.0%, compounded quarterly, effective October 16, 2007 with respect to all unpaid dividends and subsequently accruing dividends. Accrued and unpaid dividends payable related to the Series D1 Preferred Stock were approximately $8.7 million as of September 30, 2008 and $13.4 million as of April 27, 2009.

Item 4. Submission of Matters to a Vote of Security Holders

None.

Item 5. Other Information

None.

Item 6. Exhibits

Exhibit Listing

Exhibit No.		Description of Document

10.55		Confidential Settlement Term Sheet Agreement, dated March 17, 2008, between American Interbanc Mortgage LLC, NovaStar Financial, Inc., NovaStar Mortgage, Inc., NFI Holding Corp., and NovaStar Home Mortgage, Inc. (Complete Agreement Filed Due to Expiration of Confidential Treatment Request)

11.11		Statement Regarding Computation of Per Share Earnings

31.1		Chief Executive Officer Certification - Section 302 of the Sarbanes-Oxley Act of 2002

31.2		Principal Financial Officer Certification - Section 302 of the Sarbanes-Oxley Act of 2002

32.1		Chief Executive Officer Certification - Section 906 of the Sarbanes-Oxley Act of 2002

32.2		Principal Financial Officer Certification - Section 906 of the Sarbanes-Oxley Act of 2002

1 See Note 15 to the condensed consolidated financial statements.

SIGNATURES

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

NOVASTAR FINANCIAL, INC.

DATE: April 27, 2009		/s/ W. LANCE ANDERSON
		W. Lance Anderson, Chairman of the Board of Directors and Chief Executive Officer
		(Principal Executive Officer)

DATE: April 27, 2009		/s/ RODNEY E. SCHWATKEN
		Rodney E. Schwatken, Chief Financial Officer
		(Principal Financial Officer)