Document


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM 10-Q

(Mark One)
ý
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended March 31, 2018
 
or
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from  to .

 
Commission File Number: 001-31924

NELNET, INC.
(Exact name of registrant as specified in its charter)
NEBRASKA
(State or other jurisdiction of incorporation or organization)
84-0748903
(I.R.S. Employer Identification No.)
 
 
121 SOUTH 13TH STREET
SUITE 100
LINCOLN, NEBRASKA
(Address of principal executive offices)
 
68508
(Zip Code)
 (402) 458-2370
(Registrant’s telephone number, including area code)

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 has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [X] No [  ]

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

Large accelerated filer [X]                                                              Accelerated filer [ ]
Non-accelerated filer [ ] (Do not check if a smaller reporting company)    Smaller reporting company [ ]
            Emerging growth company [ ]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]

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

As of April 30, 2018, there were 29,212,160 and 11,468,587 shares of Class A Common Stock and Class B Common Stock, par value $0.01 per share, outstanding, respectively (excluding 11,317,364 shares of Class A Common Stock held by wholly owned subsidiaries).   




NELNET, INC.
FORM 10-Q
INDEX
March 31, 2018


 
 
Item 1.
 
Item 2.
 
Item 3.
 
Item 4.
 
 
 
 
 
 
Item 1.
 
Item 1A.
 
Item 2.
 
Item 6.
 
 
 
 
 







PART I. FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

NELNET, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands, except share data)
(unaudited)
 
 
 
 
 
 
 
As of

As of
 
 
March 31, 2018

December 31, 2017
Assets:
 
 
 
 
Loans receivable (net of allowance for loan losses of $55,294 and $54,590, respectively)
 
$
21,562,030

 
21,814,507

Cash and cash equivalents:
 
 

 
 

Cash and cash equivalents - not held at a related party
 
17,200

 
6,982

Cash and cash equivalents - held at a related party
 
52,086

 
59,770

Total cash and cash equivalents
 
69,286

 
66,752

Investments and notes receivable
 
258,426

 
240,538

Restricted cash
 
727,471

 
688,193

Restricted cash - due to customers
 
128,515

 
187,121

Loan accrued interest receivable
 
489,395

 
430,385

Accounts receivable (net of allowance for doubtful accounts of $1,627 and $1,436, respectively)
 
61,394

 
37,863

Goodwill
 
158,456

 
138,759

Intangible assets, net
 
107,192

 
38,427

Property and equipment, net
 
299,837

 
248,051

Other assets
 
34,509

 
73,021

Fair value of derivative instruments
 
1,891

 
818

Total assets
 
$
23,898,402

 
23,964,435

Liabilities:
 
 

 
 

Bonds and notes payable
 
$
21,227,349

 
21,356,573

Accrued interest payable
 
54,252

 
50,039

Other liabilities
 
237,459

 
198,252

Due to customers
 
128,515

 
187,121

Fair value of derivative instruments
 
5,601

 
7,063

Total liabilities
 
21,653,176

 
21,799,048

Commitments and contingencies
 


 


Equity:
 
 
 
 
  Nelnet, Inc. shareholders' equity:
 
 

 
 

Preferred stock, $0.01 par value. Authorized 50,000,000 shares; no shares issued or outstanding
 

 

Common stock:
 
 
 
 
Class A, $0.01 par value. Authorized 600,000,000 shares; issued and outstanding 29,289,689 shares and 29,341,517 shares, respectively
 
293

 
293

Class B, convertible, $0.01 par value. Authorized 60,000,000 shares; issued and outstanding 11,468,587 shares
 
115

 
115

Additional paid-in capital
 
448

 
521

Retained earnings
 
2,231,875

 
2,143,983

Accumulated other comprehensive earnings
 
3,022

 
4,617

Total Nelnet, Inc. shareholders' equity
 
2,235,753

 
2,149,529

Noncontrolling interests
 
9,473

 
15,858

Total equity
 
2,245,226

 
2,165,387

Total liabilities and equity
 
$
23,898,402

 
23,964,435

 
 
 
 
 
Supplemental information - assets and liabilities of consolidated education lending variable interest entities:
 
 
 
 
Student loans receivable
 
$
21,633,845

 
21,909,476

Restricted cash
 
682,446

 
641,994

Loan accrued interest receivable and other assets
 
490,747

 
431,934

Bonds and notes payable
 
(21,450,983
)
 
(21,702,298
)
Accrued interest payable and other liabilities
 
(186,611
)
 
(168,637
)
Net assets of consolidated education lending variable interest entities
 
$
1,169,444

 
1,112,469

See accompanying notes to consolidated financial statements.

2



NELNET, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Dollars in thousands, except share data)
(unaudited)
 
Three months ended
 
March 31,
 
2018
 
2017
Interest income:
 
 
 
Loan interest
$
197,723

 
181,207

Investment interest
5,134

 
2,617

Total interest income
202,857

 
183,824

Interest expense:
 
 
 

Interest on bonds and notes payable
135,550

 
106,899

Net interest income
67,307

 
76,925

Less provision for loan losses
4,000

 
1,000

Net interest income after provision for loan losses
63,307

 
75,925

Other income:
 
 
 

Loan servicing and systems revenue
100,141

 
54,229

Education technology, services, and payment processing revenue
60,221

 
56,024

Communications revenue
9,189

 
5,106

Other income
18,198

 
12,632

Gain from debt repurchases
359

 
4,980

Derivative market value and foreign currency transaction adjustments and derivative settlements, net
66,799

 
(4,830
)
Total other income
254,907

 
128,141

Cost of services:
 
 
 
Cost to provide education technology, services, and payment processing services
13,683

 
12,790

Cost to provide communications services
3,717

 
1,954

Total cost of services
17,400

 
14,744

Operating expenses:
 

 
 

Salaries and benefits
96,643

 
71,863

Depreciation and amortization
18,457

 
8,598

Loan servicing fees
3,136

 
6,025

Other expenses
33,417

 
26,161

Total operating expenses
151,653

 
112,647

Income before income taxes
149,161

 
76,675

Income tax expense
35,976

 
28,755

Net income
113,185

 
47,920

Net loss attributable to noncontrolling interests
740

 
2,106

Net income attributable to Nelnet, Inc.
$
113,925

 
50,026

Earnings per common share:
 
 
 
Net income attributable to Nelnet, Inc. shareholders - basic and diluted
$
2.78

 
1.18

Weighted average common shares outstanding - basic and diluted
40,950,528

 
42,291,857


 See accompanying notes to consolidated financial statements.

3



NELNET, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Dollars in thousands)
(unaudited)
 
Three months ended
 
March 31,
 
2018
 
2017
Net income
$
113,185

 
47,920

Other comprehensive (loss) income:
 
 
 
Available-for-sale securities:
 
 
 
Unrealized holding (losses) gains arising during period, net
(1,061
)
 
1,259

Reclassification adjustment for gains recognized in net income, net of losses
(47
)
 
(331
)
Income tax effect
256

 
(343
)
Total other comprehensive (loss) income
(852
)
 
585

Comprehensive income
112,333

 
48,505

Comprehensive loss attributable to noncontrolling interests
740

 
2,106

Comprehensive income attributable to Nelnet, Inc.
$
113,073

 
50,611


See accompanying notes to consolidated financial statements.


4


NELNET, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(Dollars in thousands, except share data)
(unaudited)
 
Nelnet, Inc. Shareholders
 
 
 
 
Preferred stock shares
 
Common stock shares
 
Preferred stock
 
Class A common stock
 
Class B common stock
 
Additional paid-in capital
 
 Retained earnings
 
Accumulated other comprehensive (loss) earnings
 
Noncontrolling interests
 
Total equity
 
 
Class A
 
Class B
 
 
 
 
 
 
 
 
Balance as of December 31, 2016

 
30,628,112

 
11,476,932

 
$

 
306

 
115

 
420

 
2,056,084

 
4,730

 
9,270

 
2,070,925

Issuance of noncontrolling interests

 

 

 

 

 

 

 

 

 
12,626

 
12,626

Net income (loss)

 

 

 

 

 

 

 
50,026

 

 
(2,106
)
 
47,920

Other comprehensive income

 

 

 

 

 

 

 

 
585

 

 
585

Distribution to noncontrolling interests

 

 

 

 

 

 

 

 

 
(310
)
 
(310
)
Cash dividend on Class A and Class B common stock - $0.14 per share

 

 

 

 

 

 

 
(5,896
)
 

 

 
(5,896
)
Issuance of common stock, net of forfeitures

 
143,789

 

 

 
1

 

 
2,089

 

 

 

 
2,090

Compensation expense for stock based awards

 

 

 

 

 

 
1,096

 

 

 

 
1,096

Repurchase of common stock

 
(31,716
)
 

 

 

 

 
(1,369
)
 

 

 

 
(1,369
)
Balance as of March 31, 2017


30,740,185


11,476,932

 
$


307


115


2,236


2,100,214


5,315


19,480

 
2,127,667

Balance as of December 31, 2017

 
29,341,517

 
11,468,587

 
$

 
293

 
115

 
521

 
2,143,983

 
4,617

 
15,858

 
2,165,387

Issuance of noncontrolling interests

 

 

 

 

 

 

 

 

 
26

 
26

Net income (loss)

 

 

 

 

 

 

 
113,925

 

 
(740
)
 
113,185

Other comprehensive loss

 

 

 

 

 

 

 

 
(852
)
 

 
(852
)
Distribution to noncontrolling interests

 

 

 

 

 

 

 

 

 
(19
)
 
(19
)
Cash dividend on Class A and Class B common stock - $0.16 per share

 

 

 

 

 

 

 
(6,506
)
 

 

 
(6,506
)
Issuance of common stock, net of forfeitures

 
170,346

 

 

 
2

 

 
2,171

 

 

 

 
2,173

Compensation expense for stock based awards

 

 

 

 

 

 
1,087

 

 

 

 
1,087

Repurchase of common stock

 
(222,174
)
 

 

 
(2
)
 

 
(3,331
)
 
(8,085
)
 

 

 
(11,418
)
Impact of adoption of new accounting standards

 

 

 

 

 

 

 
2,007

 
(743
)
 

 
1,264

Acquisition of noncontrolling interest

 

 

 

 

 

 

 
(13,449
)
 

 
(5,652
)
 
(19,101
)
Balance as of March 31, 2018

 
29,289,689

 
11,468,587

 
$

 
293

 
115

 
448

 
2,231,875

 
3,022

 
9,473

 
2,245,226

 
See accompanying notes to consolidated financial statements.

5



NELNET, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
(unaudited)
 
Three months ended
 
March 31,
 
2018
 
2017
Net income attributable to Nelnet, Inc.
$
113,925

 
50,026

Net loss attributable to noncontrolling interests
(740
)
 
(2,106
)
Net income
113,185

 
47,920

Adjustments to reconcile net income to net cash provided by operating activities, net of acquisition:
 

 
 

Depreciation and amortization, including debt discounts and loan premiums and deferred origination costs
43,301

 
34,310

Loan discount accretion
(11,691
)
 
(12,014
)
Provision for loan losses
4,000

 
1,000

Derivative market value adjustment
(60,033
)
 
(1,238
)
Unrealized foreign currency transaction adjustment

 
4,690

Proceeds from clearinghouse to settle variation margin, net
62,689

 

Gain from debt repurchases
(359
)
 
(4,980
)
Gain from equity securities, net of losses
(6,838
)
 

Deferred income tax expense (benefit)
16,883

 
(1,753
)
Non-cash compensation expense
1,161

 
1,121

Other
(4,302
)
 
242

Increase in loan accrued interest receivable
(59,038
)
 
(1,490
)
Decrease (increase) in accounts receivable
177

 
(282
)
Decrease (increase) in other assets
49,415

 
(1,397
)
Increase in accrued interest payable
4,213

 
750

(Decrease) increase in other liabilities
(36,205
)
 
6,954

Decrease in due to customers
(58,606
)
 
(26,003
)
Net cash provided by operating activities
57,952

 
47,830

Cash flows from investing activities, net of acquisition:
 

 
 

Purchases of loans
(610,855
)
 
(50,126
)
Net proceeds from loan repayments, claims, capitalized interest, and other
863,270

 
953,698

Purchases of available-for-sale securities
(28,164
)
 
(53,530
)
Proceeds from sales of available-for-sale securities
21,951

 
37,809

Purchases of investments and issuance of notes receivable
(16,370
)
 
(4,898
)
Proceeds from investments and notes receivable
9,718

 
1,605

Purchases of property and equipment
(28,068
)
 
(26,469
)
Business acquisition, net of cash acquired
(109,152
)
 

Net cash provided by investing activities
102,330

 
858,089

Cash flows from financing activities:
 

 
 

Payments on bonds and notes payable
(901,008
)
 
(1,128,899
)
Proceeds from issuance of bonds and notes payable
756,700

 
37,496

Payments of debt issuance costs
(1,650
)
 
(364
)
Dividends paid
(6,506
)
 
(5,896
)
Repurchases of common stock
(11,418
)
 
(1,369
)
Proceeds from issuance of common stock
274

 

Acquisition of noncontrolling interest
(13,449
)
 

Issuance of noncontrolling interests

 
12,600

Distribution to noncontrolling interests
(19
)
 
(310
)
Net cash used in financing activities
(177,076
)
 
(1,086,742
)
Net decrease in cash, cash equivalents, and restricted cash
(16,794
)
 
(180,823
)
Cash, cash equivalents, and restricted cash, beginning of period
942,066

 
1,170,317

Cash, cash equivalents, and restricted cash, end of period
$
925,272

 
989,494


6



NELNET, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
(Dollars in thousands)
(unaudited)
 
Three months ended
 
March 31,
 
2018
 
2017
Supplemental disclosures of cash flow information:
 
 
 
Cash disbursements made for interest
$
114,243

 
88,066

Cash (refunds received) disbursements made for income taxes, net
$
(30,569
)
 
1,180


Supplemental disclosures of noncash operating and investing activities regarding the Company's business acquisition during the three months ended March 31, 2018 are contained in note 7.

The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported in the consolidated balance sheets to the total of the amounts reported in the consolidated statements of cash flows.
 
As of
 
As of
 
As of
 
As of
 
March 31,
2018
 
December 31, 2017
 
March 31,
2017
 
December 31, 2016
Total cash and cash equivalents
$
69,286

 
66,752

 
108,160

 
69,654

Restricted cash
727,471

 
688,193

 
787,635

 
980,961

Restricted cash - due to customers
128,515

 
187,121

 
93,699

 
119,702

Cash, cash equivalents, and restricted cash
$
925,272

 
942,066

 
989,494

 
1,170,317


See accompanying notes to consolidated financial statements.



7



NELNET, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except per share amounts, unless otherwise noted)
(unaudited)

1.  Basis of Financial Reporting

The accompanying unaudited consolidated financial statements of Nelnet, Inc. and subsidiaries (the “Company”) as of March 31, 2018 and for the three months ended March 31, 2018 and 2017 have been prepared on the same basis as the audited consolidated financial statements for the year ended December 31, 2017 and, in the opinion of the Company’s management, the unaudited consolidated financial statements reflect all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of results of operations for the interim periods presented. The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates. Operating results for the three months ended March 31, 2018 are not necessarily indicative of the results for the year ending December 31, 2018. The unaudited consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2017 (the "2017 Annual Report").

Reporting Segment Name Changes

The Company changed the name of the Tuition Payment Processing and Campus Commerce operating segment to Education Technology, Services, and Payment Processing this quarter to better describe the evolution of services this operating segment provides. In addition, the Loan Systems and Servicing segment was retitled as Loan Servicing and Systems. As a result, the line items "tuition payment processing, school information, and campus commerce revenue" and "loan systems and servicing revenue" on the consolidated statements of income were changed to "education technology, services, and payment processing revenue" and "loan servicing and systems revenue," respectively.

Reclassifications

Certain amounts previously reported within the Company's consolidated balance sheet and statements of income have been reclassified to conform to the current period presentation. These reclassifications include:

Reclassifying certain non-customer receivables, which were previously included in "accounts receivable" to "other assets."

Reclassifying direct costs to provide services for education technology, services, and payment processing, which were previously included in "other expenses" to "cost to provide education technology, services, and payment processing services."

Reclassifying the line item "cost to provide communications services" on the statements of income from part of "operating expenses" and presenting such costs as part of "cost of services."

Accounting Standards Adopted in 2018

In the first quarter of 2018, the Company adopted the following new accounting guidance:
Revenue Recognition

In May 2014, the Financial Accounting Standards Board ("FASB") issued a new standard related to revenue recognition. Under the standard, revenue is recognized when a customer obtains control of promised goods or services in an amount that reflects the consideration the entity expects to receive in exchange for those goods or services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers.
The Company adopted the standard effective January 1, 2018, using the full retrospective method, which required it to restate each prior reporting period presented. As a result, the Company has changed its accounting policy for revenue recognition as detailed in note 2, “Summary of Significant Accounting Policies and Practices.”
The most significant impact of the standard relates to identifying the Company's Education Technology, Services, and Payment Processing operating segment as the principal in its payment services transactions. As a result of this change, the Company will present the payment services revenue gross with the direct costs to provide these services presented separately. The majority of the Company's revenue earned in its Asset Generation and Management operating segment, including loan interest and derivative

8



activity, is explicitly excluded from the scope of the new guidance. Other than the payment services transactions discussed above, the Company’s other fee-based operating segments will recognize revenue consistent with historical revenue recognition patterns.
Impacts to Previously Reported Results
Adoption of the revenue recognition standard impacted the Company’s previously reported results on the consolidated statements of income as follows:
 
Three months ended March 31, 2017
 
As previously reported
 
Impact of adoption
 
As restated
Education technology, services, and payment processing revenue
$
43,620

 
12,404

 
56,024

 
Cost to provide education technology, services, and payment processing services

 
12,404

 
12,404

(a)

(a)
In addition to the impact of adopting the new revenue recognition standard, as discussed above, the Company reclassed other direct costs to provide education technology, services, and payment processing revenue which were previously reported as part of "other expenses" to "cost to provide education technology, services, and payment processing services."
Adoption of the new revenue recognition standard had no impact to the consolidated balance sheets or cash provided by or used in operating, financing, or investing activities on the consolidated statements of cash flows.
Equity Investments

In January 2016, the FASB issued new accounting guidance related to the recognition and measurement of financial assets and financial liabilities. The guidance requires equity investments with readily determinable fair values to be measured at fair value, with changes in the fair value recognized through net income (other than those equity investments accounted for under the equity method of accounting or those that result in consolidation of the investee). An entity may choose to measure equity investments without readily determinable fair values at fair value or use the measurement alternative of cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. In addition, the impairment assessment is simplified by requiring a qualitative assessment to identify impairment.

The guidance requires a cumulative-effect adjustment to retained earnings as of the beginning of the reporting period of adoption to reclassify the cumulative change in fair value of equity securities with readily determinable fair values previously recognized in accumulated other comprehensive income; and along with a related clarifying update, was adopted by the Company as of January 1, 2018. Upon adoption, the Company recorded an immaterial cumulative-effect adjustment to retained earnings, accumulated other comprehensive earnings, and investments and notes receivable. Subsequent to the adoption, the Company is accounting for the majority of its equity investments without readily determinable fair values using the measurement alternative.

Other Comprehensive Income

In February 2018, the FASB issued guidance which allows a reclassification from accumulated other comprehensive earnings to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act, which became effective on January 1, 2018. This guidance is effective for fiscal years beginning after December 15, 2018, but early adoption is permitted in periods for which financial statements have not yet been issued. The Company elected to early adopt this guidance as of January 1, 2018. Upon adoption, the Company recorded an immaterial reclassification between accumulated other comprehensive earnings and retained earnings.

Restricted Cash

In November 2016, the FASB issued accounting guidance related to restricted cash. The new standard requires that the statement of cash flows present the change during the period in the total cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents, and a reconciliation of such total to amounts on the balance sheet. The Company adopted the standard effective January 1, 2018 using the retrospective transition method. Adoption of this standard impacted the Company's previously reported results on the consolidated statements of cash flows as follows:

9



 
Three months ended March 31, 2017
 
As previously reported
 
Impact of adoption
 
As restated
Decrease in due to customers
$

 
(26,003
)
 
(26,003
)
Net cash provided by operating activities
73,833

 
(26,003
)
 
47,830

Decrease in restricted cash
193,326

 
(193,326
)
 

Net cash provided by investing activities
1,051,415

 
(193,326
)
 
858,089


2. Summary of Significant Accounting Policies and Practices

Except for the changes below, no material changes have been made to the Company’s significant accounting policies disclosed in note 3, Summary of Significant Accounting Policies and Practices, in its 2017 Annual Report.

Revenue Recognition

The Company applies the provisions of Accounting Standards Codification Topic 606, Revenue from Contracts with Customers ("ASC Topic 606"), to its fee-based operating segments. The majority of the Company’s revenue earned in its Asset Generation and Management operating segment, including loan interest and derivative activity, is explicitly excluded from the scope of ASC Topic 606. The Company recognizes revenue under the core principle of ASC Topic 606 to depict the transfer of control of products and services to the Company’s customers in an amount reflecting the consideration to which the Company expects to be entitled. In order to achieve that core principle, the Company applies the following five step approach: (1) identify the contract with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenue when a performance obligation is satisfied. Additional information related to the Company's revenue recognition of specific items is further provided below.

The Company’s contracts with customers often include promises to transfer multiple products and services to a customer. Determining whether products and services are considered distinct performance obligations that should be accounted for separately versus together may require significant judgment.

Loan servicing and systems revenue - Loan servicing and systems revenue consists of the following items:

Loan servicing revenue - Loan servicing revenue consideration is determined from individual contracts with customers and is calculated monthly based on the dollar value of loans, number of loans, or number of borrowers serviced for each customer. Loan servicing requires a significant level of integration and the individual components are not considered distinct. The Company will perform various services during each distinct service period. Even though the mix and quantity of activities that the Company performs each period may differ, the nature of the promise is substantially the same. Revenue is allocated to the distinct service period, typically a month, and recognized as control transfers as customers simultaneously consume and receive benefits.

Software services revenue - Software services revenue consideration is determined from individual contracts with customers and includes license and maintenance fees associated with loan software products, generally in a remote hosted environment, and computer and software consulting. Usage-based revenue from remote hosted licenses is allocated to and recognized in the distinct service period, typically a month, and recognized as control transfers, and non-refundable up-front revenue is recognized ratably over the contract period as customers simultaneously consume and receive benefits. Loan conversion activities in certain customer contracts are capable of being distinct and accounted for as a separate performance obligation. Revenue allocated to loan conversion activities is recognized at the point in time when the conversion is complete. Computer and software consulting is also capable of being distinct and accounted for as a separate performance obligation. Revenue allocated to computer and software consulting is recognized as services are provided.

Outsourced services revenue - Outsourced services revenue consideration is determined from individual contracts with customers and is calculated monthly based on the volume of services. Revenue is allocated to the distinct service period, typically a month, and recognized as control transfers as customers simultaneously consume and receive benefits.






10



The following table provides disaggregated revenue by service offering:
 
Three months ended March 31,
 
2018
 
2017
Government servicing - Nelnet
$
39,327

 
39,007

Government servicing - Great Lakes (a)
30,754

 

Private education and consumer loan servicing
13,101

 
5,817

FFELP servicing
7,691

 
4,077

Software services
7,589

 
4,337

 Outsourced services revenue and other
1,679

 
991

Loan servicing and systems revenue
$
100,141

 
54,229


(a)
Great Lakes Educational Loan Services, Inc. ("Great Lakes") was acquired by the Company on February 7, 2018. For additional information about the acquisition, see note 7.

Education technology, services, and payment processing revenue - Education technology, services, and payment processing revenue consists of the following items:

Tuition payment plan services - Tuition payment plan services consideration is determined from individual plan agreements, which are governed by plan service agreements, and includes access to a remote hosted environment and management of payment processing. The management of payment processing is considered a distinct performance obligation when sold with the remote hosted environment. Revenue for each performance obligation is allocated to the distinct service period, the academic school term, and recognized ratably over the service period as customers simultaneously consume and receive benefits.

Education technology and services - Education technology and services consideration is determined from individual contracts with customers and is determined based on the services selected by the customer. Services in K-12 private and faith based schools include (i) assistance with financial needs assessment, (ii) automating administrative processes such as admissions, online applications and enrollment services, scheduling, student billing, attendance, and grade book management, and (iii) professional development and educational instruction services. Revenue for these services is recognized for the consideration the Company has a right to invoice. The amount the Company has a right to invoice is an amount that corresponds directly with the value provided to the customer based on the performance completed. Services also include innovative education-focused technologies, services, and support solutions to help schools with the everyday challenges of collecting and processing commerce data. These services are considered distinct performance obligations. Revenue for each performance obligation is allocated to the distinct service period, typically a month or based on when each transaction is completed, and recognized as control transfers as customers simultaneously consume and receive benefits.

Payment processing - Payment processing consideration is determined from individual contracts with customers and includes electronic transfer and credit card processing, reporting, virtual terminal solutions, and specialized integrations to business software for education and non-education markets. Volume-based revenue from payment processing is allocated and recognized to the distinct service period, based on when each transaction is completed, and recognized as control transfers as customers simultaneously consume and receive benefits.

The following table provides disaggregated revenue by service offering:
 
Three months ended March 31,
 
2018
 
2017
Tuition payment plan services
$
23,043

 
21,787

Payment processing
19,926

 
18,945

Education technology and services
16,975

 
15,147

Other
277

 
145

Education technology, services, and payment processing revenue
$
60,221

 
56,024



11



Cost to provide education technology, services, and payment processing services is primarily associated with providing payment processing services. Interchange and payment network fees are charged by the card associations or payment networks. Depending upon the transaction type, the fees are a percentage of the transaction’s dollar value, a fixed amount, or a combination of the two methods. Other costs included in cost to provide education technology, services, and payment processing services include salaries and benefits and outside professional services costs directly related to providing professional development and educational instruction services to teachers, school leaders, and students.

Communications revenue - Communications revenue is derived principally from internet, television, and telephone services and is billed as a flat fee in advance of providing the service. Revenues for usage-based services, such as access charges billed to other telephone carriers for originating and terminating long-distance calls on the Company's network, are billed in arrears. These are each considered distinct performance obligations. Revenue is recognized monthly for the consideration the Company has a right to invoice. The amount the Company has a right to invoice is an amount that corresponds directly with the value provided to the customer based on the performance completed. The Company recognizes revenue from these services in the period the services are rendered rather than billed. The Company records deferred revenue when revenue is recognized subsequent to invoicing. Earned but unbilled usage-based services are recorded in accounts receivable.

The following table provides disaggregated revenue by service offering and customer type:
 
Three months ended March 31,
 
2018
 
2017
Internet
$
4,696

 
2,202

Television
2,783

 
1,623

Telephone
1,689

 
1,262

Other
21

 
19

Communications revenue
$
9,189

 
5,106

 
 
 
 
Residential revenue
$
6,747

 
3,351

Business revenue
2,381

 
1,696

Other revenue
61

 
59

Communications revenue
$
9,189

 
5,106


Cost to provide communications services is primarily associated with television programming costs.  The Company has various contracts to obtain video programming from programming vendors whose compensation is typically based on a flat fee per customer. The cost of the right to exhibit network programming under such arrangements is recorded in the month the programming is available for exhibition.  Programming costs are paid each month based on calculations performed by the Company and are subject to periodic audits performed by the programmers. Other costs included in cost to provide communications services include connectivity, franchise, and other regulatory costs directly related to providing internet and voice services.

Other income - The following table provides the components of "other income" on the consolidated statements of income:
 
Three months ended March 31,
 
2018
 
2017
Realized and unrealized gains on investments, net
$
9,081

 
324

Borrower late fee income
2,983

 
3,319

Investment advisory fees
1,593

 
3,516

Management fee revenue
1,161

 

Peterson's revenue

 
2,836

Other
3,380

 
2,637

Other income
$
18,198

 
12,632


Borrower late fee income - Late fee income is earned by the education lending subsidiaries. Revenue is allocated to the distinct service period, based on when each transaction is completed.


12



Investment advisory fees - Investment advisory services are provided by the Company through an SEC-registered investment advisor subsidiary under various arrangements. The Company earns monthly fees based on the monthly outstanding balance of investments and certain performance measures, which are recognized monthly as the uncertainty of the transaction price is resolved.

Management fee revenue - Management fee revenue is earned for technology and certain administrative support services provided to Great Lakes' former parent company. Revenue is allocated to the distinct service period, based on when each transaction is completed.

Peterson's revenue - The Company earned revenue related to digital marketing and content solution products and services under the brand name Peterson's. These products and services included test preparation study guides, school directories and databases, career exploration guides, on-line courses and test preparation, scholarship search and selection data, career planning information and guides, and on-line information about colleges and universities. Several content solutions services included services to connect students to colleges and universities, and were sold based on subscriptions. Revenue from sales of subscription services was recognized ratably over the term of the contract as it was earned. Subscription revenue received or receivable in advance of the delivery of services was included in deferred revenue. Revenue from the sale of print products was generally earned and recognized, net of estimated returns, upon shipment or delivery. All other digital marketing and content solutions revenue was recognized over the period in which services were provided to customers. On December 31, 2017, the Company sold Peterson's. The Company applied a practical expedient allowed for the retrospective comparative period which does not require the Company to restate revenue from contracts that began and were completed within the same annual reporting period.

Contract Balances - The following table provides information about contract liabilities from contracts with customers:
 
As of March 31, 2018
 
As of December 31, 2017
Deferred revenue, which is included in "other liabilities" on the consolidated balance sheets
$
22,715

 
32,276


Timing of revenue recognition may differ from the timing of invoicing to customers. The Company records deferred revenue when revenue is recognized subsequent to invoicing. For multi-year contracts, the Company generally invoices customers annually at the beginning of each annual coverage period. Payment terms and conditions vary by contract type, although terms generally include a requirement of payment within 30 to 60 days. In instances where the timing of revenue recognition differs from the timing of invoicing, the Company has determined its contracts do not include a significant financing component.

Activity in the deferred revenue balance is shown below:
 
Three months ended March 31,
 
2018
 
2017
Balance, beginning of period
$
32,276

 
33,141

Deferral of revenue
17,050

 
15,918

Recognition of unearned revenue
(26,802
)
 
(24,878
)
Other
191

 
87

Balance, end of period
$
22,715

 
24,268


Assets Recognized from the Costs to Obtain a Contract with a Customer - The Company recognizes an asset for the incremental costs of obtaining a contract with a customer if it expects the benefit of those costs to be longer than one year. The Company has determined that certain sales incentive programs meet the requirements to be capitalized. Total capitalized costs to obtain a contract were immaterial during the periods presented and are included in “other assets” on the consolidated balance sheets.


13



3.  Loans Receivable and Allowance for Loan Losses

Loans receivable consisted of the following:
 
As of
 
As of
 
March 31, 2018
 
December 31, 2017
Federally insured student loans:
 
 
 
Stafford and other
$
4,363,159

 
4,418,881

Consolidation
17,098,389

 
17,302,725

Total
21,461,548

 
21,721,606

Private education loans
194,310

 
212,160

Consumer loans
77,855

 
62,111

 
21,733,713

 
21,995,877

Loan discount, net of unamortized loan premiums and deferred origination costs
(103,542
)
 
(113,695
)
Non-accretable discount
(12,847
)
 
(13,085
)
Allowance for loan losses:
 
 
 
Federally insured loans
(38,374
)
 
(38,706
)
Private education loans
(12,255
)
 
(12,629
)
Consumer loans
(4,665
)
 
(3,255
)
 
$
21,562,030

 
21,814,507

Activity in the Allowance for Loan Losses

The provision for loan losses represents the periodic expense of maintaining an allowance sufficient to absorb losses, net of recoveries, inherent in the portfolio of loans. Activity in the allowance for loan losses is shown below.
 
Three months ended March 31, 2018
 
Balance at beginning of period
 
Provision for loan losses
 
Charge-offs
 
Recoveries
 
Other
 
Balance at end of period
Federally insured loans
$
38,706

 
2,000

 
(3,332
)
 

 
1,000

 
38,374

Private education loans
12,629

 

 
(539
)
 
165

 

 
12,255

Consumer loans
3,255

 
2,000

 
(595
)
 
5

 

 
4,665

 
$
54,590

 
4,000

 
(4,466
)
 
170

 
1,000

 
55,294

 
 
 
 
 
 
 
 
 
 
 
 
 
Three months ended March 31, 2017
Federally insured loans
$
37,268

 
2,000

 
(2,581
)
 

 

 
36,687

Private education loans
14,574

 
(1,000
)
 
(82
)
 
197

 
150

 
13,839

Consumer loans

 

 

 

 

 

 
$
51,842

 
1,000

 
(2,663
)
 
197

 
150

 
50,526



14



Student Loan Status and Delinquencies

Delinquencies have the potential to adversely impact the Company’s earnings through increased servicing and collection costs and account charge-offs.  The table below shows the Company’s loan delinquency amounts for federally insured and private education loans.
 
As of March 31, 2018
 
As of December 31, 2017
 
As of March 31, 2017
Federally insured loans:
 
 
 
 
 
 
 
 
 
 
 
Loans in-school/grace/deferment
$
1,312,319

 
 
 
$
1,260,394

 
 
 
$
1,604,494

 
 
Loans in forbearance
1,650,913

 
 
 
1,774,405

 
 
 
2,125,344

 
 
Loans in repayment status:
 
 
 
 
 
 
 
 
 
 
 
Loans current
16,368,668

 
88.5
%
 
16,477,004

 
88.2
%
 
17,690,083

 
87.5
%
Loans delinquent 31-60 days
669,490

 
3.6

 
682,586

 
3.7

 
732,433

 
3.6

Loans delinquent 61-90 days
426,696

 
2.3

 
374,534

 
2.0

 
493,876

 
2.4

Loans delinquent 91-120 days
252,659

 
1.4

 
287,922

 
1.5

 
275,711

 
1.4

Loans delinquent 121-270 days
570,538

 
3.1

 
629,480

 
3.4

 
763,030

 
3.8

Loans delinquent 271 days or greater
210,265

 
1.1

 
235,281

 
1.2

 
255,122

 
1.3

Total loans in repayment
18,498,316

 
100.0
%
 
18,686,807

 
100.0
%
 
20,210,255

 
100.0
%
Total federally insured loans
$
21,461,548

 
 

 
$
21,721,606

 
 

 
$
23,940,093

 
 
Private education loans:
 
 
 
 
 
 
 
 
 
 
 
Loans in-school/grace/deferment
$
5,532

 
 
 
$
6,053

 
 
 
$
34,138

 
 
Loans in forbearance
2,574

 
 
 
2,237

 
 
 
3,811

 
 
Loans in repayment status:
 
 
 
 
 
 
 
 
 
 
 
Loans current
178,976

 
96.1
%
 
196,720

 
96.5
%
 
213,081

 
97.4
%
Loans delinquent 31-60 days
1,630

 
0.9

 
1,867

 
0.9

 
1,355

 
0.6

Loans delinquent 61-90 days
1,110

 
0.6

 
1,052

 
0.5

 
1,402

 
0.6

Loans delinquent 91 days or greater
4,488

 
2.4

 
4,231

 
2.1

 
3,029

 
1.4

Total loans in repayment
186,204

 
100.0
%
 
203,870

 
100.0
%
 
218,867

 
100.0
%
Total private education loans
$
194,310

 
 

 
$
212,160

 
 

 
$
256,816

 
 


15



4.  Bonds and Notes Payable

The following tables summarize the Company’s outstanding debt obligations by type of instrument:
 
As of March 31, 2018
 
Carrying
amount
 
Interest rate
range
 
Final maturity
Variable-rate bonds and notes issued in FFELP loan asset-backed securitizations:
 
 
 
 
 
Bonds and notes based on indices
$
20,132,994

 
1.85% - 3.99%
 
4/25/24 - 5/25/66
Bonds and notes based on auction
766,948

 
2.20% - 2.88%
 
3/22/32 - 11/26/46
Total FFELP variable-rate bonds and notes
20,899,942

 
 
 
 
FFELP warehouse facilities
339,063

 
1.94% / 2.00%
 
11/19/19 / 5/31/20
Variable-rate bonds and notes issued in private education loan asset-backed securitization
66,765

 
3.62%
 
12/26/40
Fixed-rate bonds and notes issued in private education loan asset-backed securitization
76,193

 
3.60% / 5.35%
 
12/26/40 / 12/28/43
Unsecured line of credit
150,000

 
3.20%
 
12/12/21
Unsecured debt - Junior Subordinated Hybrid Securities
20,381

 
5.68%
 
9/15/61
Other borrowings
29,450

 
3.16% - 3.66%
 
3/31/23 - 12/15/45
 
21,581,794

 
 
 
 
Discount on bonds and notes payable and debt issuance costs
(354,445
)
 
 
 
 
Total
$
21,227,349

 
 
 
 
 
As of December 31, 2017
 
Carrying
amount
 
Interest rate
range
 
Final maturity
Variable-rate bonds and notes issued in FFELP loan asset-backed securitizations:
 
 
 
 
 
Bonds and notes based on indices
$
20,352,045

 
1.47% - 3.37%
 
8/25/21 - 2/25/66
Bonds and notes based on auction
780,829

 
2.09% - 2.69%
 
3/22/32 - 11/26/46
Total FFELP variable-rate bonds and notes
21,132,874

 
 
 
 
FFELP warehouse facilities
335,992

 
1.55% / 1.56%
 
11/19/19 / 5/31/20
Variable-rate bonds and notes issued in private education loan asset-backed securitization
74,717

 
3.30%
 
12/26/40
Fixed-rate bonds and notes issued in private education loan asset-backed securitization
82,647

 
3.60% / 5.35%
 
12/26/40 / 12/28/43
Unsecured line of credit
10,000

 
2.98%
 
12/12/21
Unsecured debt - Junior Subordinated Hybrid Securities
20,381

 
5.07%
 
9/15/61
Other borrowings
70,516

 
2.44% - 3.38%
 
1/12/18 - 12/15/45
 
21,727,127

 
 
 
 
Discount on bonds and notes payable and debt issuance costs
(370,554
)
 
 
 
 
Total
$
21,356,573

 
 
 
 



16



FFELP Warehouse Facilities

The Company funds a portion of its FFELP loan acquisitions using its FFELP warehouse facilities. Student loan warehousing allows the Company to buy and manage student loans prior to transferring them into more permanent financing arrangements.

As of March 31, 2018, the Company had two FFELP warehouse facilities as summarized below.
 
 
NFSLW-I
 
NHELP-II
 
Total
Maximum financing amount
 
$
500,000

 
500,000

 
1,000,000

Amount outstanding
 
49,623

 
289,440

 
339,063

Amount available
 
$
450,377

 
210,560

 
660,937

Expiration of liquidity provisions
 
September 20, 2019

 
May 31, 2018

 
 
Final maturity date
 
November 19, 2019

 
May 31, 2020

 
 
Maximum advance rates
 
92.0 - 98.0%

 
85.0 - 95.0%

 
 
Minimum advance rates
 
84.0 - 90.0%

 
85.0 - 95.0%

 
 
Advanced as equity support
 
$
2,402

 
25,269

 
27,671


Asset-Backed Securitizations

The following table summarizes the asset-backed securitization transactions completed during the first three months of 2018.
 
 
NSLT 2018-1
 
Total
 
 
Class A-1 Notes
 
Class A-2 Notes
 
 
Date securities issued
 
3/29/18
 
3/29/18
 
 
Total principal amount
 
$
98,000

 
375,750

 
473,750

Cost of funds
 
1-month LIBOR plus 0.32%
 
1-month LIBOR plus 0.76%
 
 
Final maturity date
 
5/25/66
 
5/25/66
 
 

Unsecured Line of Credit

The Company has a $350.0 million unsecured line of credit that has a maturity date of December 12, 2021.  As of March 31, 2018, $150.0 million was outstanding on the line of credit and $200.0 million was available for future use.

Debt Repurchases

During the three months ended March 31, 2018, the Company repurchased $12.9 million of its own FFELP asset backed securities. The Company paid $12.5 million to redeem these notes and recognized a gain of $0.4 million. The majority of the gain recognized by the Company from debt repurchases in the three months ended March 31, 2017 was from the Company's cash tender offer in which it repurchased $29.7 million in outstanding Hybrid Securities for $25.3 million in cash.

5.  Derivative Financial Instruments

The Company uses derivative financial instruments primarily to manage interest rate risk and foreign currency exchange risk. Derivative instruments used as part of the Company's risk management strategy are further described in note 6 of the notes to consolidated financial statements included in the 2017 Annual Report. A tabular presentation of such derivatives outstanding as of March 31, 2018 and December 31, 2017 is presented below.

Basis Swaps

The following table summarizes the Company’s outstanding basis swaps in which the Company receives three-month LIBOR set discretely in advance and pays one-month LIBOR plus or minus a spread as defined in the agreements (the "1:3 Basis Swaps").

17



 
 
 
As of March 31,
 
As of December 31,
 
 
2018
 
2017
Maturity
 
Notional amount
 
Notional amount
2018
 
$
1,750,000

 
4,250,000

2019
 
3,500,000

 
3,500,000

2022
 
1,000,000

 
1,000,000

2023
 
750,000

 

2024
 
250,000

 
250,000

2026
 
1,150,000

 
1,150,000

2027
 
375,000

 
375,000

2028
 
325,000

 
325,000

2029
 
100,000

 
100,000

2031
 
300,000

 
300,000

 
 
$
9,500,000

 
11,250,000

The weighted average rate paid by the Company on the 1:3 Basis Swaps as of March 31, 2018 and December 31, 2017 was one-month LIBOR plus 10.6 basis points and 12.5 basis points, respectively.
Interest Rate Swaps – Floor Income Hedges

The following table summarizes the outstanding derivative instruments used by the Company to economically hedge loans earning fixed rate floor income.
 
 
As of March 31, 2018
 
As of December 31, 2017
Maturity
 
Notional amount
 
Weighted average fixed rate paid by the Company (a)
 
Notional amount
 
Weighted average fixed rate paid by the Company (a)
 
 
 
 
2018
 
$
1,250,000

 
1.08
%
 
$
1,350,000

 
1.07
%
2019
 
3,250,000

 
0.97

 
3,250,000

 
0.97

2020
 
1,500,000

 
1.01

 
1,500,000

 
1.01

2023
 
750,000

 
2.28

 
750,000

 
2.28

2024
 
300,000

 
2.28

 
300,000

 
2.28

2025
 
100,000

 
2.32

 
100,000

 
2.32

2027
 
50,000

 
2.32

 
50,000

 
2.32

2028
 
100,000

 
3.03

 

 

 
 
$
7,300,000

 
1.24
%
 
$
7,300,000

 
1.21
%

(a)
For all interest rate derivatives, the Company receives discrete three-month LIBOR.

On August 20, 2014, the Company paid $9.1 million for an interest rate swap option to economically hedge loans earning fixed rate floor income. The interest rate swap option gives the Company the right, but not the obligation, to enter into a $250.0 million notional interest rate swap in which the Company would pay a fixed amount of 3.30% and receive discrete one-month LIBOR. If the interest rate swap option is exercised, the swap would become effective on August 21, 2019 and mature on August 21, 2024.

Interest Rate Caps

In June 2015, in conjunction with the entry into a $275.0 million private education loan warehouse facility, the Company paid $2.9 million for two interest rate cap contracts with a total notional amount of $275.0 million. The first interest rate cap has a notional amount of $125.0 million and a one-month LIBOR strike rate of 2.50%, and the second interest rate cap has a notional amount of $150.0 million and a one-month LIBOR strike rate of 4.99%. In the event that the one-month LIBOR rate rises above the applicable strike rate, the Company would receive monthly payments related to the spread difference. Both interest rate cap contracts have a maturity date of July 15, 2020. The private education loan warehouse facility was terminated by the Company on December 21, 2016. During the first quarter of 2017, the Company received $913,000 to terminate the interest rate cap contracts that were held in the private education loan warehouse legal entity and paid $929,000 to enter into new interest rate cap contracts

18



with identical terms at Nelnet, Inc. (the parent company). The Company currently intends to keep these derivatives outstanding to partially mitigate a rise in interest rates and its impact on earnings related to its student loan portfolio earning a fixed rate.

Interest Rate Swaps – Unsecured Debt Hedges

As of March 31, 2018 and December 31, 2017, the Company had $20.4 million of unsecured Hybrid Securities outstanding. The interest rate on the Hybrid Securities through September 29, 2036 is equal to three-month LIBOR plus 3.375%, payable quarterly. The Company had the following derivatives outstanding as of March 31, 2018 and December 31, 2017 that are used to effectively convert the variable interest rate on a designated notional amount with respect to the Hybrid Securities to a fixed rate of 7.66%.
 
Maturity
 
Notional amount
 
Weighted average fixed rate paid by the Company (a)
2036
 
$
25,000

 
4.28
%
(a)
For all interest rate derivatives, the Company receives discrete three-month LIBOR.

Consolidated Financial Statement Impact Related to Derivatives

Balance Sheet

The following table summarizes the fair value of the Company’s derivatives as reflected in the consolidated balance sheets:
 
Fair value of asset derivatives
 
Fair value of liability derivatives
 
As of March 31, 2018
 
As of December 31, 2017
 
As of March 31, 2018
 
As of December 31, 2017
Interest rate swap option - floor income hedge
$
1,290

 
543

 

 

Interest rate caps
601

 
275

 

 

Interest rate swaps - hybrid debt hedges

 

 
5,601

 
7,063

Total
$
1,891

 
818

 
5,601

 
7,063


Offsetting of Derivative Assets/Liabilities

The following tables include the gross amounts related to the Company's derivative portfolio recognized in the consolidated balance sheets, reconciled to the net amount when excluding derivatives subject to enforceable master netting arrangements and cash collateral received/pledged.
 
 
 
 
Gross amounts not offset in the consolidated balance sheets
 
 
Derivative assets
 
Gross amounts of recognized assets presented in the consolidated balance sheets
 
Derivatives subject to enforceable master netting arrangement
 
Cash collateral received
 
Net asset
Balance as of March 31, 2018
 
$
1,891

 

 

 
1,891

Balance as of December 31, 2017
 
818

 

 

 
818

 
 
 
 
Gross amounts not offset in the consolidated balance sheets
 
 
Derivative liabilities
 
Gross amounts of recognized liabilities presented in the consolidated balance sheets
 
Derivatives subject to enforceable master netting arrangement
 
Cash collateral pledged
 
Net asset (liability)
Balance as of March 31, 2018
 
$
(5,601
)
 

 
7,520

 
1,919

Balance as of December 31, 2017
 
(7,063
)
 

 
8,520

 
1,457


19



Income Statement Impact

The following table summarizes the components of "derivative market value and foreign currency transaction adjustments and derivative settlements, net" included in the consolidated statements of income.
 
Three months ended March 31,
 
2018
 
2017
Settlements:
 

 
 

1:3 basis swaps
$
(1,664
)
 
698

Interest rate swaps - floor income hedges
8,590

 
(120
)
Interest rate swaps - hybrid debt hedges
(160
)
 
(205
)
Cross-currency interest rate swap

 
(1,751
)
Total settlements - income (expense)
6,766

 
(1,378
)
Change in fair value:
 

 
 

1:3 basis swaps
13,297

 
(2,574
)
Interest rate swaps - floor income hedges
44,201

 
4,324

Interest rate swap option - floor income hedge
747

 
(884
)
Interest rate caps
326

 
(522
)
Interest rate swaps - hybrid debt hedges
1,462

 
419

Cross-currency interest rate swap

 
935

Other

 
(460
)
Total change in fair value - income (expense)
60,033

 
1,238

Re-measurement of Euro Notes (foreign currency transaction adjustment)

 
(4,690
)
Derivative market value and foreign currency transaction adjustments and derivative settlements, net - income (expense)
$
66,799

 
(4,830
)

6.  Investments and Notes Receivable

A summary of the Company's investments and notes receivable follows:
 
As of March 31, 2018
 
Amortized cost
 
Gross unrealized gains
 
Gross unrealized losses
 
Fair value
 
 
 
 
Investments (at fair value):
 
 
 
 
 
 
 
Student loan asset-backed and other debt securities - available-for-sale (a)
$
78,203

 
4,558

 
(634
)
(b)
82,127

Equity securities
13,682

 
3,554

 
(151
)
 
17,085

Total investments (at fair value)
$
91,885

 
8,112

 
(785
)
 
99,212

 
 
 
 
 
 
 
 
Other Investments and Notes Receivable (not measured at fair value):
 
 
 
 
Venture capital:
 
 
 
 
 
 
 
Measurement alternative (c)
 
 
 
 
 
 
68,409

Equity method
 
 
 
 
 
 
16,175

Other
 
 
 
 
 
 
783

  Total venture capital
 
 
 
 
 
 
85,367

Real estate:
 
 
 
 
 
 
 
Equity method
 
 
 
 
 
 
18,850

Other
 
 
 
 
 
 
30,005

  Total real estate
 
 
 
 
 
 
48,855

 
 
 
 
 
 
 
 
Notes receivable
 
 
 
 
 
 
16,373

Tax liens and affordable housing
 
 
 
 
 
 
8,619

Total investments and notes receivable (not measured at fair value)
 
 
 
 
 
 
159,214

Total investments and notes receivable
 
 
 
 
 
 
$
258,426


20



 
As of December 31, 2017
 
Amortized cost
 
Gross unrealized gains
 
Gross unrealized losses
 
Fair value
 
 
 
 
Investments (at fair value):
 
 
 
 
 
 
 
Available-for-sale investments:
 
 
 
 
 
 
 
Student loan asset-backed and other debt securities
$
71,943

 
5,056

 
(25
)
 
76,974

Equity securities
1,630

 
2,298

 

 
3,928

Total available-for-sale investments
$
73,573

 
7,354

 
(25
)
 
80,902

 
 
 
 
 
 
 
 
Other Investments and Notes Receivable (not measured at fair value):
 
 
 
 
 
 
 
Venture capital and funds
 
 
 
 
 
 
84,752

Real estate
 
 
 
 
 
 
49,464

Notes receivable
 
 
 
 
 
 
16,393

Tax liens and affordable housing
 
 
 
 
 
 
9,027

Total investments and notes receivable
 
 
 
 
 
 
$
240,538

    
(a)
As of March 31, 2018, the stated maturities of substantially all of the Company's student loan asset-backed and other debt securities classified as available-for-sale were greater than 10 years.

(b)
As of March 31, 2018, the aggregate fair value of available-for-sale investments with unrealized losses was $17.8 million, of which none had been in a continuous unrealized loss position for greater than 12 months. Because the Company currently has the intent and ability to retain these investments for an anticipated recovery in fair value, as of March 31, 2018, the Company considered the decline in market value of its available-for-sale investments to be temporary in nature and did not consider any of its investments other-than-temporarily impaired.

(c)
The Company accounts for the majority of its equity securities without readily determinable fair values at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or similar investment of the same issuer (the measurement alternative method). For the three months ended March 31, 2018, the Company recorded no impairments and upward adjustments of $6.9 million on these investments. The upward adjustments were made as a result of observable price changes.

7. Business Combination

Great Lakes Educational Loan Services, Inc. ("Great Lakes")

On February 7, 2018, the Company acquired 100 percent of the outstanding stock of Great Lakes for total cash consideration of $150.0 million. Great Lakes provides servicing for federally-owned student loans for the U.S. Department of Education (the "Department"), FFELP loans, and private education and consumer loans. The acquisition of Great Lakes has expanded the Company's portfolio of loans it services. The operating results of Great Lakes are included in the Loan Servicing and Systems operating segment.

As part of the acquisition, the Company acquired the remaining 50 percent ownership in GreatNet Solutions, LLC ("GreatNet"), a joint venture formed prior to the acquisition between Nelnet Servicing, LLC ("Nelnet Servicing"), a subsidiary of the Company, and Great Lakes. Prior to the acquisition of the remaining 50 percent of GreatNet, the Company consolidated the operating results of GreatNet as the Company was deemed to have control over the joint venture. The proportionate share of membership interest (equity) and net loss of GreatNet that was attributable to Great Lakes was reflected as noncontrolling interests in the Company's consolidated financial statements. The Company recognized a $19.1 million reduction to consolidated shareholders' equity as a result of acquiring Great Lakes' 50 percent ownership in GreatNet. This transaction resulted in a $5.7 million decrease in noncontrolling interest and $13.4 million decrease in retained earnings.

The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the acquisition date. The fair value of the assets and liabilities related to Great Lakes are subject to refinement as the Company completes its analysis relative to the fair values at the date of acquisition. The fair value assigned to the acquisition of the noncontrolling interest in GreatNet reduced the total consideration allocated to the assets acquired and liabilities assumed of Great Lakes from $150.0 million to $136.6 million.

21



Cash and cash equivalents
$
27,399

Accounts receivable
23,708

Property and equipment
36,040

Other assets
14,015

Intangible assets
72,278

Excess cost over fair value of net assets acquired (goodwill)
19,697

Other liabilities
(56,586
)
Net assets acquired
$
136,551


The $72.3 million of acquired intangible assets on the date of acquisition had a weighted-average useful life of approximately 4 years. The intangible assets that made up this amount include customer relationships of $67.2 million (4-year useful life) and a trade name of $5.1 million (7-year useful life).

The $19.7 million of goodwill was assigned to the Loan Servicing and Systems operating segment and is not expected to be deductible for tax purposes. The amount allocated to goodwill was primarily attributed to the deferred tax liability related to the difference between the carrying amount and tax bases of acquired identifiable intangible assets and the synergies and economies of scale expected from combining the operations of the Company and Great Lakes.

The consolidated financial statements as of March 31, 2018, and for the three months then ended, include amounts acquired from, as well as the results of operations of Great Lakes from February 7, 2018 and forward. Results of operations for the three months ended March 31, 2018 include revenues of $43.5 million and net income of $11.9 million attributed to Great Lakes since its acquisition. The following unaudited pro forma information for the Company has been prepared as if the acquisition of Great Lakes had occurred on January 1, 2017. The information is based on the historical results of the separate companies and may not necessarily be indicative of the results that could have been achieved or of results that may occur in the future. The pro forma adjustments include the impact of depreciation and amortization of property and equipment and intangible assets acquired.

 
Three months ended March 31,
 
2018
 
2017
Loan servicing and systems revenue
$
120,188

 
116,149

 
 
 
 
Net income attributable to Nelnet, Inc.
$
118,029

 
61,421

 
 
 
 
Net income per share - basic and diluted
$
2.88

 
1.45


8. Intangible Assets

Intangible assets consist of the following:
 
 
Weighted average remaining useful life as of March 31, 2018 (months)
 
As of March 31, 2018
 
As of December 31, 2017
 
 
Amortizable intangible assets, net:
 
 
 
 
Customer relationships (net of accumulated amortization of $16,766 and $12,715, respectively)
77
 
$
87,275

 
24,168

 
Trade names (net of accumulated amortization of $3,283 and $2,498, respectively)
86
 
13,409

 
9,074

 
Computer software (net of accumulated amortization of $11,381 and $10,013, respectively)
20
 
6,290

 
4,958

 
Covenants not to compete (net of accumulated amortization of $136 and $127, respectively)
74
 
218

 
227

 
Total - amortizable intangible assets, net
75
 
$
107,192

 
38,427



22



The Company recorded amortization expense on its intangible assets of $6.2 million and $2.4 million during the three months ended March 31, 2018 and 2017, respectively. The Company will continue to amortize intangible assets over their remaining useful lives. As of March 31, 2018, the Company estimates it will record amortization expense as follows:

2018 (April 1 - December 31)
$
22,975

2019
27,373

2020
24,175

2021
14,278

2022
3,723

2023 and thereafter
14,668

 
$
107,192


9. Goodwill

The change in the carrying amount of goodwill by reportable operating segment was as follows:
 
Loan Servicing and Systems
 
Education Technology, Services, and Payment Processing
 
Communications
 
Asset Generation and Management
 
Corporate and Other Activities
 
Total
Balance as of December 31, 2017
$
8,596

 
67,168

 
21,112

 
41,883

 

 
138,759

Goodwill acquired during the period
19,697

 

 

 

 

 
19,697

Balance as of March 31, 2018
$
28,293


67,168


21,112


41,883




158,456



23



10. Property and Equipment

Property and equipment consisted of the following:
 
 
 
As of
 
As of
 
Useful life
 
March 31, 2018
 
December 31, 2017
Non-communications:
 
 
 
 
 
Computer equipment and software
1-5 years
 
$
128,304

 
124,708

Building and building improvements
5-39 years
 
46,576

 
24,003

Office furniture and equipment
3-7 years
 
21,474

 
15,210

Leasehold improvements
5-15 years
 
9,177

 
7,759

Transportation equipment
4-10 years
 
4,371

 
3,813

Land
 
3,328

 
2,628

Construction in progress
 
5,728

 
4,127

 
 
 
218,958

 
182,248

Accumulated depreciation - non-communications
 
 
(103,104
)
 
(105,017
)
Non-communications, net property and equipment
 
 
115,854

 
77,231

 
 
 
 
 
 
Communications:
 
 
 
 
 
Network plant and fiber
5-15 years
 
152,054

 
138,122

Customer located property
5-10 years
 
15,565

 
13,767

Central office
5-15 years
 
11,286

 
10,754

Transportation equipment
4-10 years
 
5,923

 
5,759

Computer equipment and software
1-5 years
 
4,598

 
3,790

Other
1-39 years
 
2,631

 
2,516

Land
 
70

 
70

Construction in progress
 
12,170

 
11,620

 
 
 
204,297

 
186,398

Accumulated depreciation - communications
 
 
(20,314
)
 
(15,578
)
Communications, net property and equipment
 
 
183,983

 
170,820

Total property and equipment, net
 
 
$
299,837

 
248,051


The Company recorded depreciation expense on its property and equipment of $12.2 million and $6.2 million during the three months ended March 31, 2018 and 2017, respectively.

24




11.  Earnings per Common Share

Presented below is a summary of the components used to calculate basic and diluted earnings per share. The Company applies the two-class method in computing both basic and diluted earnings per share, which requires the calculation of separate earnings per share amounts for common stock and unvested share-based awards. Unvested share-based awards that contain nonforfeitable rights to dividends are considered securities which participate in undistributed earnings with common stock.
 
Three months ended March 31,
 
2018
 
2017
 
Common shareholders
 
Unvested restricted stock shareholders
 
Total
 
Common shareholders
 
Unvested restricted stock shareholders
 
Total
Numerator:
 
 
 
 
 
 
 
 
 
 
 
Net income attributable to Nelnet, Inc.
$
112,788

 
1,137

 
113,925

 
49,505

 
521

 
50,026

 
 
 
 
 


 
 
 
 
 
 
Denominator:


 


 


 
 
 
 
 
 
Weighted-average common shares outstanding - basic and diluted
40,541,870

 
408,658

 
40,950,528

 
41,851,064

 
440,793

 
42,291,857

Earnings per share - basic and diluted
$
2.78

 
2.78

 
2.78

 
1.18

 
1.18

 
1.18





25




12.  Segment Reporting

See note 15 of the notes to consolidated financial statements included in the 2017 Annual Report for a description of the Company's operating segments. The following tables include the results of each of the Company's operating segments reconciled to the consolidated financial statements.
 
Three months ended March 31, 2018
 
Loan Servicing and Systems
 
Education Technology, Services, and Payment Processing
 
Communications
 
Asset
Generation and
Management
 
Corporate and Other Activities
 
Eliminations
 
Total
Total interest income
$
257

 
665

 
1

 
200,334

 
4,751

 
(3,150
)
 
202,857

Interest expense

 

 
2,509

 
134,233

 
1,958

 
(3,150
)
 
135,550

Net interest income
257

 
665

 
(2,508
)
 
66,101

 
2,793

 

 
67,307

Less provision for loan losses

 

 

 
4,000

 

 

 
4,000

Net interest income (loss) after provision for loan losses
257


665

 
(2,508
)
 
62,101

 
2,793

 

 
63,307

Other income:
 

 
 

 
 
 
 

 
 

 
 

 
 

Loan servicing and systems revenue
100,141

 

 

 

 

 

 
100,141

Intersegment servicing revenue
10,771

 

 

 

 

 
(10,771
)
 

Education technology, services, and payment processing revenue

 
60,221

 

 

 

 

 
60,221

Communications revenue

 

 
9,189

 

 

 

 
9,189

Other income
1,292

 

 

 
2,992

 
13,914

 

 
18,198

Gain from debt repurchases

 

 

 
359

 

 

 
359

Derivative settlements, net

 

 

 
6,926

 
(160
)
 

 
6,766

Derivative market value and foreign currency transaction adjustments, net

 

 

 
58,571

 
1,462

 

 
60,033

Total other income
112,204

 
60,221

 
9,189

 
68,848

 
15,216

 
(10,771
)
 
254,907

Cost of services:
 
 
 
 
 
 
 
 
 
 
 
 
 
Cost to provide education technology, services, and payment processing services

 
13,683

 

 

 

 

 
13,683

Cost to provide communications services

 

 
3,717

 

 

 

 
3,717

Total cost of services

 
13,683

 
3,717

 

 

 

 
17,400

Operating expenses:
 

 
 

 
 
 
 
 
 

 
 
 
 

Salaries and benefits
58,537

 
19,067

 
4,063

 
382

 
14,594

 

 
96,643

Depreciation and amortization
6,069

 
3,341

 
4,921

 

 
4,126

 

 
18,457

Loan servicing fees

 

 

 
3,136

 

 

 
3,136

Other expenses
14,463

 
4,624

 
2,638

 
848

 
10,845

 

 
33,417

Intersegment expenses, net
13,356

 
2,567

 
605

 
10,865

 
(16,622
)
 
(10,771
)
 

Total operating expenses
92,425

 
29,599

 
12,227

 
15,231

 
12,943

 
(10,771
)
 
151,653

Income (loss) before income taxes
20,036

 
17,604

 
(9,263
)
 
115,718

 
5,066

 

 
149,161

Income tax (expense) benefit (a)
(5,003
)
 
(4,225
)
 
2,223

 
(27,773
)
 
(1,199
)
 

 
(35,976
)
Net income (loss)
15,033

 
13,379

 
(7,040
)
 
87,945

 
3,867

 

 
113,185

  Net loss (income) attributable to noncontrolling interests
808

 

 

 

 
(68
)
 

 
740

Net income (loss) attributable to Nelnet, Inc.
$
15,841

 
13,379

 
(7,040
)
 
87,945

 
3,799

 

 
113,925

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total assets as of March 31, 2018
$
281,208

 
193,283

 
228,750

 
22,804,734

 
718,251

 
(327,824
)
 
23,898,402


(a)
As a result of the Tax Cuts and Jobs Act, beginning January 1, 2018, income taxes are allocated based on 24% of income before taxes for each individual operating segment. The difference between the consolidated income tax expense and the sum of the taxes calculated for each operating segment, if any, is included in income taxes in Corporate and Other Activities.

26



 
Three months ended March 31, 2017
 
Loan Servicing and Systems
 
Education Technology, Services, and Payment Processing
 
Communications
 
Asset
Generation and
Management
 
Corporate and Other
Activities
 
Eliminations
 
Total
Total interest income
$
94

 
2

 
1

 
182,326

 
2,761

 
(1,359
)
 
183,824

Interest expense

 

 
712

 
106,751

 
795

 
(1,359
)
 
106,899

Net interest income
94

 
2

 
(711
)
 
75,575

 
1,966

 

 
76,925

Less provision for loan losses

 

 

 
1,000

 

 

 
1,000

Net interest income (loss) after provision for loan losses
94

 
2

 
(711
)
 
74,575

 
1,966

 

 
75,925

Other income:
 

 
 

 
 
 
 

 
 

 
 

 
 

Loan servicing and systems revenue
54,229

 

 

 

 

 

 
54,229

Intersegment servicing revenue
10,323

 

 

 

 

 
(10,323
)
 

Education technology, services, and payment processing revenue

 
56,024

 

 

 

 

 
56,024

Communications revenue

 

 
5,106

 

 

 

 
5,106

Other income

 

 

 
3,342

 
9,290

 

 
12,632

Gain from debt repurchases

 

 

 
540

 
4,440

 

 
4,980

Derivative settlements, net

 

 

 
(1,173
)
 
(205
)
 

 
(1,378
)
Derivative market value and foreign currency transaction adjustments, net

 

 

 
(3,410
)
 
(42
)
 

 
(3,452
)
Total other income
64,552

 
56,024

 
5,106

 
(701
)
 
13,483

 
(10,323
)
 
128,141

Cost of services:
 
 
 
 
 
 
 
 
 
 
 
 
 
Cost to provide education technology, services, and payment processing services

 
12,790

 

 

 

 

 
12,790

Cost to provide communications services

 

 
1,954

 

 

 

 
1,954

Total cost of services

 
12,790

 
1,954

 

 

 

 
14,744

Operating expenses:
 

 
 

 
 
 
 

 
 

 
.

 
 

Salaries and benefits
37,992

 
16,652

 
2,979

 
400

 
13,839

 

 
71,863

Depreciation and amortization
549

 
2,391

 
2,135

 

 
3,523

 

 
8,598

Loan servicing fees

 

 

 
6,025

 

 

 
6,025

Other expenses
9,136

 
4,609

 
1,372

 
991

 
10,054

 

 
26,161

Intersegment expenses, net
7,398

 
2,075

 
506

 
10,412

 
(10,068
)
 
(10,323
)
 

Total operating expenses
55,075

 
25,727

 
6,992

 
17,828

 
17,348

 
(10,323
)
 
112,647

Income (loss) before income taxes
9,571

 
17,509

 
(4,551
)
 
56,046

 
(1,899
)
 

 
76,675

Income tax (expense) benefit
(4,555
)
 
(6,653
)
 
1,730

 
(21,297
)
 
2,021

 

 
(28,755
)
Net income (loss)
5,016

 
10,856

 
(2,821
)
 
34,749

 
122

 

 
47,920

  Net loss (income) attributable to noncontrolling interests
2,415

 

 

 

 
(309
)
 

 
2,106

Net income (loss) attributable to Nelnet, Inc.
$
7,431

 
10,856

 
(2,821
)
 
34,749

 
(187
)
 

 
50,026

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total assets as of March 31, 2017
$
87,115

 
194,809

 
118,842

 
25,325,220

 
682,639

 
(267,405
)
 
26,141,220




27


13.  Major Customer
Nelnet Servicing earns loan servicing revenue from a servicing contract with the Department that is currently set to expire on June 16, 2019. Revenue earned by Nelnet Servicing related to this contract was $39.3 million and $39.0 million for the three months ended March 31, 2018 and 2017, respectively.
In addition, Great Lakes, which was acquired by the Company on February 7, 2018, also earns loan servicing revenue from a similar servicing contract with the Department that is currently set to expire on June 16, 2019. Revenue earned by Great Lakes related to this contract was $30.8 million for the period from February 7, 2018 to March 31, 2018.
On February 20, 2018, the Department's Office of Federal Student Aid released information regarding a new contract procurement process for the servicing of student loans owned by the Department. The contract solicitation process is divided into two phases. The contract solicitation requests responses from interested vendors for nine components. Vendors may provide a response for an individual, multiple, or all components. Nelnet Servicing and Great Lakes submitted a joint response to Phase One of the procurement on April 17, 2018.
14.  Fair Value

The following tables present the Company’s financial assets and liabilities that are measured at fair value on a recurring basis. There were no transfers into or out of level 1, level 2, or level 3 for the three months ended March 31, 2018.
 
As of March 31, 2018
 
Level 1
 
Level 2
 
Total
Assets:
 
 
 
 
 
Investments:
 
 
 
 


Student loan and other asset-backed securities - available-for-sale
$

 
82,020

 
82,020

Equity securities
4,719

 

 
4,719

Equity securities measured at net asset value (a)

 

 
12,366

Debt securities
107

 

 
107

Total investments
4,826

 
82,020

 
99,212

Derivative instruments

 
1,891

 
1,891

Total assets
$
4,826

 
83,911

 
101,103

Liabilities:
 

 
 

 
 

Derivative instruments
$

 
5,601

 
5,601

Total liabilities
$

 
5,601

 
5,601


 
As of December 31, 2017
 
Level 1
 
Level 2
 
Total
Assets:
 
 
 
 
 
Investments (available-for-sale):
 
 
 
 
 
Student loan and other asset-backed securities
$

 
76,866

 
76,866

Equity securities
3,928

 

 
3,928

Debt securities
108

 

 
108

Total investments (available-for-sale)
4,036

 
76,866

 
80,902

Derivative instruments

 
818

 
818

Total assets
$
4,036

 
77,684

 
81,720

Liabilities:
 
 
 
 
 
Derivative instruments
$

 
7,063

 
7,063

Total liabilities
$

 
7,063

 
7,063


(a)
In accordance with the Fair Value Measurements Topic of the FASB Accounting Standards Codification, certain investments that are measured at fair value using the net asset value per share (or its equivalent) practical expedient have not been classified in the fair value hierarchy.


28





The following table summarizes the fair values of all of the Company’s financial instruments on the consolidated balance sheets:
 
As of March 31, 2018
 
Fair value
 
Carrying value
 
Level 1
 
Level 2
 
Level 3
Financial assets:
 
 
 
 
 
 
 
 
 
Loans receivable
$
22,884,620

 
21,562,030

 

 

 
22,884,620

Cash and cash equivalents
69,286

 
69,286

 
69,286

 

 

Investments (at fair value)
99,212

 
99,212

 
4,826

 
82,020

 

Notes receivable
16,373

 
16,373

 

 
16,373

 

Restricted cash
727,471

 
727,471

 
727,471

 

 

Restricted cash – due to customers
128,515

 
128,515

 
128,515

 

 

Accrued interest receivable
489,395

 
489,395

 

 
489,395

 

Derivative instruments
1,891

 
1,891

 

 
1,891

 

Financial liabilities:
 

 
 

 
 
 
 
 
 
Bonds and notes payable
21,475,380

 
21,227,349

 

 
21,475,380

 

Accrued interest payable
54,252

 
54,252

 

 
54,252

 

Due to customers
128,515

 
128,515

 
128,515

 

 

Derivative instruments
5,601

 
5,601

 

 
5,601

 

 
As of December 31, 2017
 
Fair value
 
Carrying value
 
Level 1
 
Level 2
 
Level 3
Financial assets:
 
 
 
 
 
 
 
 
 
Loans receivable
$
23,106,440

 
21,814,507

 

 

 
23,106,440

Cash and cash equivalents
66,752

 
66,752

 
66,752

 

 

Investments (available-for-sale)
80,902

 
80,902

 
4,036

 
76,866

 

Notes receivable
16,393

 
16,393

 

 
16,393

 

Restricted cash
688,193

 
688,193

 
688,193

 

 

Restricted cash – due to customers
187,121

 
187,121

 
187,121

 

 

Accrued interest receivable
430,385

 
430,385

 

 
430,385

 

Derivative instruments
818

 
818

 

 
818

 

Financial liabilities:
 

 
 

 
 
 
 
 
 
Bonds and notes payable
21,521,463

 
21,356,573

 

 
21,521,463

 

Accrued interest payable
50,039

 
50,039

 

 
50,039

 

Due to customers
187,121

 
187,121

 
187,121

 

 

Derivative instruments
7,063

 
7,063

 

 
7,063

 

 
The methodologies for estimating the fair value of financial assets and liabilities are described in note 21 of the notes to consolidated financial statements included in the 2017 Annual Report.

15. Subsequent Events

On April 25, 2018, the Company acquired $1.5 billion of unsecuritized federally insured student loans from a third-party.  The Company will earn interest income on these loans from the effective date of the transaction, April 1, 2018. In addition, from April 1, 2018 through May 8, 2018 (the filing date of this report), the Company acquired $351.3 million of additional unsecuritized federally insured student loans from third-parties. These loan acquisitions were funded with existing FFELP warehouse facilities, operating cash, and the Company’s unsecured line of credit. Subsequent to March 31, 2018, in anticipation of these loan acquisitions, the Company increased the capacity on both of its FFELP warehouse facilities to a total of $2.3 billion.

29




ITEM 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

(Management’s Discussion and Analysis of Financial Condition and Results of Operations is for the three months ended March 31, 2018 and 2017. All dollars are in thousands, except per share amounts, unless otherwise noted.)

The following discussion and analysis provides information that the Company’s management believes is relevant to an assessment and understanding of the consolidated results of operations and financial condition of the Company.  The discussion should be read in conjunction with the Company’s consolidated financial statements included in the 2017 Annual Report.

Forward-looking and cautionary statements

This report contains forward-looking statements and information that are based on management's current expectations as of the date of this document.  Statements that are not historical facts, including statements about the Company's plans and expectations for future financial condition, results of operations or economic performance, or that address management's plans and objectives for future operations, and statements that assume or are dependent upon future events, are forward-looking statements. The words “may,” “should,” “could,” “would,” “predict,” “potential,” “continue,” “expect,” “anticipate,” “future,” “intend,” “scheduled,” “plan,” “believe,” “estimate,” “assume,” “forecast,” “will,” and similar expressions, as well as statements in future tense, are intended to identify forward-looking statements.
The forward-looking statements are based on assumptions and analyses made by management in light of management's experience and its perception of historical trends, current conditions, expected future developments, and other factors that management believes are appropriate under the circumstances. These statements are subject to known and unknown risks, uncertainties, assumptions, and other factors that may cause the actual results and performance to be materially different from any future results or performance expressed or implied by such forward-looking statements. These factors include, among others, the risks and uncertainties set forth in the “Risk Factors” section of the 2017 Annual Report and elsewhere in this report, and include such risks and uncertainties as:

loan portfolio risks such as interest rate basis and repricing risk resulting from the fact that the interest rate characteristics of the student loan assets do not match the interest rate characteristics of the funding for those assets, the risk of loss of floor income on certain student loans originated under the Federal Family Education Loan Program (the "FFEL Program" or "FFELP"), risks related to the use of derivatives to manage exposure to interest rate fluctuations, uncertainties regarding the expected benefits from purchased securitized and unsecuritized FFELP, private education, and consumer loans and initiatives to purchase additional FFELP, private education, and consumer loans, and risks from changes in levels of loan prepayment or default rates;
financing and liquidity risks, including risks of changes in the general interest rate environment and in the securitization and other financing markets for loans, including adverse changes resulting from slower than expected payments on student loans in FFELP securitization trusts, which may increase the costs or limit the availability of financings necessary to purchase, refinance, or continue to hold student loans;
risks from changes in the educational credit and services markets resulting from changes in applicable laws, regulations, and government programs and budgets, such as the expected decline over time in FFELP loan interest income and fee-based revenues due to the discontinuation of new FFELP loan originations in 2010 and potential government initiatives or legislative proposals to consolidate existing FFELP loans to the Federal Direct Loan Program or otherwise allow FFELP loans to be refinanced with Federal Direct Loan Program loans;
the uncertain nature of the expected benefits from the acquisition of Great Lakes Educational Loan Services, Inc. ("Great Lakes") on February 7, 2018 and the ability to successfully integrate technology, shared services, and other activities and successfully maintain and increase allocated volumes of student loans serviced under existing and any future servicing contracts with the U.S. Department of Education (the "Department"), which current contract between the Company and the Department accounted for 21 percent of the Company's revenue in 2017, risks to the Company related to the Department's initiative to procure new contracts for federal student loan servicing, including the risk that the Company on a post-Great Lakes acquisition basis may not be awarded a contract, risks related to the development by the Company and Great Lakes of a new student loan servicing platform, including risks as to whether the expected benefits from the new platform will be realized, and risks related to the Company's ability to comply with agreements with third-party customers for the servicing of FFELP, Federal Direct Loan Program, and private education and consumer loans;

30



risks related to a breach of or failure in the Company's operational or information systems or infrastructure, or those of third-party vendors, including cybersecurity risks related to the potential disclosure of confidential student loan borrower and other customer information;
uncertainties inherent in forecasting future cash flows from student loan assets and related asset-backed securitizations;
the uncertain nature of the expected benefits from the acquisition of ALLO Communications LLC on December 31, 2015 and the ability to integrate its communications operations and successfully expand its fiber network in existing service areas and additional communities and manage related construction risks;
risks and uncertainties related to initiatives to pursue additional strategic investments and acquisitions, including investments and acquisitions that are intended to diversify the Company both within and outside of its historical core education-related businesses; and
risks and uncertainties associated with litigation matters and with maintaining compliance with the extensive regulatory requirements applicable to the Company's businesses, reputational and other risks, including the risk of increased regulatory costs, resulting from the recent politicization of student loan servicing, and uncertainties inherent in the estimates and assumptions about future events that management is required to make in the preparation of the Company's consolidated financial statements.
All forward-looking statements contained in this report are qualified by these cautionary statements and are made only as of the date of this document. Although the Company may from time to time voluntarily update or revise its prior forward-looking statements to reflect actual results or changes in the Company's expectations, the Company disclaims any commitment to do so except as required by securities laws.

OVERVIEW

The Company is a diverse company with a focus on delivering education-related products and services and loan asset management. The largest operating businesses engage in student loan servicing; education technology, services, and payment processing; and communications. A significant portion of the Company's revenue is net interest income earned on a portfolio of federally insured student loans. The Company also makes investments to further diversify the Company both within and outside of its historical core education-related businesses, including, but not limited to, investments in real estate and start-up ventures.

GAAP Net Income and Non-GAAP Net Income, Excluding Adjustments

The Company prepares its financial statements and presents its financial results in accordance with GAAP. However, it also provides additional non-GAAP financial information related to specific items management believes to be important in the evaluation of its operating results and performance. A reconciliation of the Company's GAAP net income to net income, excluding derivative market value and foreign currency transaction adjustments, and a discussion of why the Company believes providing this additional information is useful to investors, is provided below.
 
Three months ended March 31,
 
2018
 
2017
GAAP net income attributable to Nelnet, Inc.
$
113,925

 
50,026

Realized and unrealized derivative market value adjustments
(60,033
)
 
(1,238
)
Unrealized foreign currency transaction adjustments

 
4,690

Net tax effect (a)
14,408

 
(1,312
)
Net income, excluding derivative market value and foreign currency transaction adjustments (b)
$
68,300

 
52,166

 
 
 
 
Earnings per share:
 
 
 
GAAP net income attributable to Nelnet, Inc.
$
2.78

 
1.18

Realized and unrealized derivative market value adjustments
(1.46
)
 
(0.03
)
Unrealized foreign currency transaction adjustments

 
0.11

Net tax effect (a)
0.35

 
(0.03
)
Net income, excluding derivative market value and foreign currency transaction adjustments (b)
$
1.67

 
1.23


(a)
The tax effects are calculated by multiplying the realized and unrealized derivative market value adjustments and unrealized foreign currency transaction adjustments by the applicable statutory income tax rate.


31



(b)
"Derivative market value and foreign currency transaction adjustments" include (i) both the realized portion of gains and losses (corresponding to variation margin received or paid on derivative instruments that are settled daily at a central clearinghouse) and the unrealized portion of gains and losses that are caused by changes in fair values of derivatives which do not qualify for "hedge treatment" under GAAP; and (ii) the unrealized foreign currency transaction gains or losses caused by the re-measurement of the Company's Euro-denominated bonds to U.S. dollars. "Derivative market value and foreign currency transaction adjustments" does not include "derivative settlements" that represent the cash paid or received during the current period to settle with derivative instrument counterparties the economic effect of the Company's derivative instruments based on their contractual terms.

The accounting for derivatives requires that changes in the fair value of derivative instruments be recognized currently in earnings, with no fair value adjustment of the hedged item, unless specific hedge accounting criteria is met. Management has structured all of the Company’s derivative transactions with the intent that each is economically effective; however, the Company’s derivative instruments do not qualify for hedge accounting. As a result, the change in fair value of derivative instruments is reported in current period earnings with no consideration for the corresponding change in fair value of the hedged item. Under GAAP, the cumulative net realized and unrealized gain or loss caused by changes in fair values of derivatives in which the Company plans to hold to maturity will equal zero over the life of the contract. However, the net realized and unrealized gain or loss during any given reporting period fluctuates significantly from period to period. In addition, the Company has incurred unrealized foreign currency transaction adjustments for periodic fluctuations in currency exchange rates between the U.S. dollar and Euro in connection with its student loan asset-backed Euro-denominated bonds with an interest rate based on a spread to the EURIBOR index. The principal and accrued interest on these bonds were remeasured at each reporting period and recorded in the Company's consolidated balance sheet in U.S. dollars based on the foreign currency exchange rate on that date.

The Company believes these point-in-time estimates of asset and liability values related to its derivative instruments and Euro-denominated bonds that are or were subject to interest and currency rate fluctuations are or were subject to volatility mostly due to timing and market factors beyond the control of management, and affect the period-to-period comparability of the results of operations. Accordingly, the Company’s management utilizes operating results excluding these items for comparability purposes when making decisions regarding the Company’s performance and in presentations with credit rating agencies, lenders, and investors. Consequently, the Company reports this non-GAAP information because the Company believes that it provides additional information regarding operational and performance indicators that are closely assessed by management. There is no comprehensive, authoritative guidance for the presentation of such non-GAAP information, which is only meant to supplement GAAP results by providing additional information that management utilizes to assess performance.

On October 25, 2017, the Company completed a remarketing of the Company’s bonds that were prior to that date denominated in Euros, to denominate those bonds in U.S. dollars and reset the interest rate to be based on the 3-month LIBOR index. The Company also terminated a cross-currency interest rate swap associated with those bonds. As a result, foreign currency transaction adjustments will not be incurred with respect to those bonds after October 25, 2017.

Several factors increased GAAP net income for the three months ended March 31, 2018, as compared with the same period in 2017:

The Company's effective tax rate decreased to 24.0 percent from 36.5 percent due to the Tax Cuts and Jobs Act, effective January 1, 2018;
The contribution to net income from the acquisition of Great Lakes on February 7, 2018;
Gains recognized by the Company from real estate and other investment activities; and
Larger gains due to changes in the fair values of derivative instruments that do not qualify for hedge accounting

These factors were partially offset by the increase in expenses for the continued build-out of the Company's ALLO fiber communications network in Lincoln, Nebraska.

Operating Results

The Company earns net interest income on its loan portfolio, consisting primarily of FFELP loans, in its Asset Generation and Management ("AGM") operating segment. This segment is expected to generate a stable net interest margin and significant amounts of cash as the FFELP portfolio amortizes. As of March 31, 2018, the Company had a $21.6 billion loan portfolio that management anticipates will amortize over the next approximately 20 years and has a weighted average remaining life of 7.5 years. The Company actively works to maximize the amount and timing of cash flows generated by its FFELP portfolio and seeks to acquire additional loan assets to leverage its servicing scale and expertise to generate incremental earnings and cash flow. However, due to the continued amortization of the Company’s FFELP loan portfolio and anticipated increases in interest rates, the Company's net income generated by the AGM segment will continue to decrease. The Company currently believes that in the short-term it will most likely not be able to invest the excess cash generated from the FFELP loan portfolio into assets that immediately generate the rates of return historically realized from that portfolio.

In addition, the Company earns fee-based revenue through the following reportable operating segments:
 
Loan Servicing and Systems ("LSS") - referred to as Nelnet Diversified Solutions ("NDS")
Education Technology, Services, and Payment Processing ("ETS&PP") - referred to as Nelnet Business Solutions ("NBS")
Communications - referred to as ALLO Communications ("ALLO")

Other business activities and operating segments that are not reportable are combined and included in Corporate and Other Activities ("Corporate"). Corporate and Other Activities also includes income earned on certain investments and interest expense incurred on unsecured debt transactions.

32



The information below provides the operating results for each reportable operating segment and Corporate and Other Activities for the three months ended March 31, 2018 and 2017 (dollars in millions). See "Results of Operations" for each reportable operating segment under this Item 2 for additional detail.

segopresults2018q1a05.jpg

(a)    Revenue includes intersegment revenue earned by LSS as a result of servicing loans for AGM.

(b)
Total revenue includes "net interest income" and "total other income" from the Company's segment statements of income, excluding the impact from changes in fair values of derivatives and foreign currency transaction adjustments. Net income excludes changes in fair values of derivatives and foreign currency transaction adjustments, net of tax. For information regarding the exclusion of the impact from changes in fair values of derivatives and foreign currency transaction adjustments, see "GAAP Net Income and Non-GAAP Net Income, Excluding Adjustments" above.

Certain events and transactions from 2018, which have impacted or will impact the operating results of the Company and its operating segments are discussed below.

Impact from the Tax Cuts and Jobs Act

The Tax Cuts and Jobs Act, signed into law on December 22, 2017, and effective January 1, 2018, lowered the Company's effective tax rate to 24 percent for the three months ended March 31, 2018, compared to 36.5 percent for the same period in 2017. The Company currently expects its effective tax rate will be approximately 24 percent for the remainder of 2018.

Loan Servicing and Systems

On February 7, 2018, the Company paid $150.0 million in cash for 100 percent of the stock of Great Lakes. The Great Lakes assets acquired and liabilities assumed were recorded by the Company at their respective fair values at the date of acquisition, and Great Lakes' operating results from the date of acquisition forward are included in the Company's consolidated operating results.

Results of operations for the three months ended March 31, 2018 include revenues of $43.5 million and net income of $11.9 million attributed to Great Lakes since its acquisition. These operating results include $4.6 million (pre-tax) of deconversion revenue related to a private education loan customer deconverting from the Great Lakes platform subsequent to the acquisition of Great Lakes.

For additional information on the acquisition of Great Lakes, see note 7 of the notes to consolidated financial statements included under Part I, Item 1 of this report.

Nelnet Servicing, LLC ("Nelnet Servicing"), a subsidiary of the Company, and Great Lakes are two companies that have student loan servicing contracts awarded by the Department in June 2009 to provide servicing for loans owned by the Department. As of March 31, 2018, Nelnet Servicing was servicing $176.6 billion of student loans for 5.8 million borrowers

33



under its contract, and Great Lakes was servicing $242.1 billion of student loans for 7.5 million borrowers under its contract. These contracts are currently scheduled to expire on June 16, 2019.

Going forward, Great Lakes and Nelnet Servicing will continue to service their respective government-owned portfolios on behalf of the Department, while maintaining their distinct brands, independent servicing operations, and teams. Likewise, each entity will continue to compete for new student loan volume under its respective existing contract with the Department. The Company will integrate technology, as well as shared services and other activities, to become more efficient and effective in meeting borrower needs.

The Company and Great Lakes have also been working together for almost two years to develop a new, state-of-the-art servicing system for government-owned student loans through their GreatNet joint venture.  The efficiencies gained by leveraging a single platform for government-owned loans supporting millions more borrowers will give the Company and Great Lakes opportunities to invest in strategies to further enhance borrower experiences.   

On February 20, 2018, the Department’s Office of Federal Student Aid ("FSA") released information regarding a new contract procurement process to service all student loans owned by the Department.  The contract solicitation process is divided into two phases. The contract solicitation requests responses from interested vendors for nine components, including:
 
Component A: Enterprise-wide digital platform and related middleware
Component B: Enterprise-wide contact center platform, customer relationship management (CRM), and related middleware
Component C: Solution 3.0 (core processing, related middleware, and rules engine)
Component D: Solution 2.0 (core processing, related middleware, and rules engine)
Component E: Solution 3.0 business process operations
Component F: Solution 2.0 business process operations
Component G: Enterprise-wide data management platform
Component H: Enterprise-wide identity and access management (IAM)
Component I: Cybersecurity and data protection
The solicitation indicates Component C (Solution 3.0) is anticipated to be tailored for new customers and Component D (Solution 2.0) is anticipated to serve as the primary environment for FSA’s existing customers. After Solution 3.0 is deployed, FSA will determine the best distribution of loans between Solution 2.0 and Solution 3.0. In addition, more than one business process solution may be selected for Components E and F.
Vendors may provide a response for an individual, multiple, or all components. The Company responded to Phase One on April 17, 2018.

As of March 31, 2018, the Company (including Great Lakes) was servicing $470.8 billion in FFELP, government owned, and private education and consumer loans, as compared with $211.4 billion of loans serviced by the Company as of December 31, 2017.

Education Technology, Services, and Payment Processing

During the first quarter of 2018, the Company changed the name of its Tuition Payment Processing and Campus Commerce operating segment to Education Technology, Services, and Payment Processing to better describe the evolution of services this operating segment provides.

In May 2014, the FASB issued a new standard related to revenue recognition. The Company adopted the standard effective January 1, 2018, using the full retrospective method, which required it to restate each prior reporting period presented. The most significant impact of the standard relates to identifying the Company's Education Technology, Services, and Payment Processing operating segment as the principal in its payment services transactions. As a result of this change, the Company will present the payment services revenue gross with the direct costs to provide these services presented separately. For additional information on the new revenue recognition standard and its impact to the Company, see notes 1 and 2 of the notes to consolidated financial statements included under Part I, Item 1 of this report.

This segment is subject to seasonal fluctuations. Based on the timing of when revenue is recognized and when expenses are incurred, revenue and operating margin are higher in the first quarter as compared to the remainder of the year.


34



Communications

In the fourth quarter of 2017, ALLO announced plans to expand its network to make services available in Hastings, Nebraska and Fort Morgan, Colorado.  This will expand total households in ALLO’s current markets from 137,500 to over 152,000.  In December 2017, the Fort Morgan city council approved a 40-year agreement with ALLO for ALLO to provide broadband service over a fiber network that the city will build and own, and ALLO will lease and operate to provide services to subscribers.  ALLO plans to continue expansion to additional communities in Nebraska and Colorado over the next several years.

For the three months ended March 31, 2018, ALLO incurred capital expenditures of $17.9 million. The Company currently anticipates total network expenditures for the remainder of 2018 (April 1, 2018 to December 31, 2018) will be approximately $65.0 million; however, the amount of capital expenditures could change based on the customer demand for ALLO's services.

The Company currently anticipates ALLO's operating results will be dilutive to the Company's consolidated earnings as it continues to build its network in Lincoln, Nebraska, and other communities, due to large upfront capital expenditures and associated depreciation and upfront customer acquisition costs.

Asset Generation and Management

During the three months ended March 31, 2018, the Company purchased $607.9 million in loans, including $584.6 million of federally insured student loans.

The Company's average balance of loans decreased to $21.9 billion for the first quarter of 2018, compared with $24.8 billion for the same period in 2017. Core loan spread increased to 1.29 percent for the quarter ended March 31, 2018, compared with 1.23 percent for the same period in 2017. The Company began to purchase consumer loans in the second quarter of 2017. Consumer loans are currently funded by the Company using operating cash, until they can be funded in a secured financing transaction. As such, consumer loans do not have a cost of funds (debt) associated with them. Core loan spread, excluding consumer loans, would have been 1.25 percent for the three months ended March 31, 2018.

Corporate and Other Activities

Operating results for the three months ended March 31, 2018 include unrealized net gains of $6.7 million (pre-tax) related to the change in fair value of certain equity securities and a realized gain of $1.7 million (pre-tax) related to the sale of a real estate investment.

Liquidity and Capital Resources

As of March 31, 2018, the Company had cash and cash equivalents of $69.3 million. In addition, the Company had a portfolio of available-for-sale investments, consisting primarily of student loan asset-backed securities, with a fair value of $82.1 million as of March 31, 2018.

For the three months ended March 31, 2018, the Company generated $58.0 million in net cash from operating activities.

The majority of the Company’s portfolio of student loans is funded in asset-backed securitizations that will generate significant earnings and cash flow over the life of these transactions.  As of March 31, 2018, the Company currently expects future undiscounted cash flows from its securitization portfolio to be approximately $1.96 billion, of which approximately $1.34 billion will be generated over the next approximately five years. 

During the three months ended March 31, 2018, the Company repurchased a total of 222,174 shares of Class A common stock for $11.4 million ($51.39 per share).

During the three months ended March 31, 2018, the Company paid cash dividends of $6.5 million ($0.16 per share). In addition, the Company's Board of Directors has declared a second quarter 2018 cash dividend on the Company's outstanding shares of Class A and Class B common stock of $0.16 per share. The second quarter cash dividend will be paid on June 15, 2018 to shareholders of record at the close of business on June 1, 2018.




35



The Company intends to use its liquidity position to capitalize on market opportunities, including FFELP and private education and consumer loan acquisitions; strategic acquisitions and investments; expansion of ALLO's telecommunications network; and capital management initiatives, including stock repurchases, debt repurchases, and dividend distributions. The timing and size of these opportunities will vary and will have a direct impact on the Company's cash and investment balances.

Recent Events

On April 25, 2018, the Company acquired $1.5 billion of unsecuritized federally insured student loans from a third-party.  The Company will earn interest income on these loans from the effective date of the transaction, April 1, 2018. In addition, from April 1, 2018 through May 8, 2018 (the filing date of this report), the Company acquired $351.3 million of additional unsecuritized federally insured student loans from third-parties. 

Subsequent to March 31, 2018, in anticipation of these loan acquisitions, the Company increased the capacity on both of its FFELP warehouse facilities to a total of $2.3 billion. In addition to the FFELP warehouse facilities, the Company used operating cash and the Company's unsecured line of credit to fund these loan acquisitions.

As of May 8, 2018, there was $190.0 million outstanding on the Company's $350.0 million unsecured line of credit and $160.0 million was available for future use; in addition, there was $2.1 billion outstanding on the FFELP warehouse facilities and $0.2 billion was available for future use.

CONSOLIDATED RESULTS OF OPERATIONS

An analysis of the Company's operating results for the three months ended March 31, 2018 compared to the same period in 2017 is provided below.

The Company’s operating results are primarily driven by the performance of its existing portfolio and the revenues generated by its fee-based businesses and the costs to provide such services. The performance of the Company’s portfolio is driven by net interest income (which includes financing costs) and losses related to credit quality of the assets, along with the cost to administer and service the assets and related debt.

The Company operates as distinct reportable operating segments as described above. For a reconciliation of the reportable segment operating results to the consolidated results of operations, see note 12 of the notes to consolidated financial statements included under Part I, Item 1 of this report. Since the Company monitors and assesses its operations and results based on these segments, the discussion following the consolidated results of operations is presented on a reportable segment basis.

36



 
Three months ended
 
 
 
March 31,
 
Additional information
 
2018
 
2017
 
 
Loan interest
$
197,723

 
181,207

 
Increase due to an increase in the gross yield earned on loans, partially offset by a decrease in the average balance of loans outstanding and a decrease in fixed rate floor income as a result of an increase in interest rates.
Investment interest
5,134

 
2,617

 
Includes income from unrestricted interest-earning deposits and investments and funds in asset-backed securitizations. Increase due to an increase in interest-earning investments and an increase in interest rates.
Total interest income
202,857

 
183,824

 
 
Interest expense
135,550

 
106,899

 
Increase due primarily to an increase in the Company's cost of funds, partially offset by a decrease in the average balance of debt outstanding.
Net interest income
67,307

 
76,925

 
See table below for additional analysis.
Less provision for loan losses
4,000

 
1,000

 
Represents the periodic expense of maintaining an allowance appropriate to absorb losses inherent in the portfolio of loans. See AGM operating segment - results of operations.
Net interest income after provision for loan losses
63,307

 
75,925

 
 
Other income:
 

 
 

 
 
LSS revenue
100,141

 
54,229

 
See LSS operating segment - results of operations.
ETS&PP revenue
60,221

 
56,024

 
See ETS&PP operating segment - results of operations.
Communications revenue
9,189

 
5,106

 
See Communications operating segment - results of operations.
Other income
18,198

 
12,632

 
See table below for the components of "other income."
Gain from debt repurchases
359

 
4,980

 
Gains are from the Company repurchasing its own debt. During the first quarter of 2017, the Company initiated a cash tender offer to purchase any and all of its outstanding Hybrid Securities. The Company paid $25.3 million to redeem $29.7 million of these notes and recognized a gain of $4.4 million. Other gains are from the repurchase of the Company's asset-backed debt securities.
Derivative settlements, net
6,766

 
(1,378
)
 
The Company maintains an overall risk management strategy that incorporates the use of derivative instruments to reduce the economic effect of interest rate volatility. Derivative settlements for each applicable period should be evaluated with the Company's net interest income. See table below for additional analysis.
Derivative market value and foreign currency transaction adjustments, net
60,033

 
(3,452
)
 
Includes (i) the realized and unrealized gains and losses that are caused by changes in fair values of derivatives which do not qualify for "hedge treatment" under GAAP; and (ii) the foreign currency transaction gains or losses caused by the re-measurement of the Company's Euro-denominated bonds to U.S. dollars.
Total other income
254,907

 
128,141

 
 
Cost of services:
 
 
 
 
 
Cost to provide education technology, services, and payment processing services
13,683

 
12,790

 
Represents primarily direct costs to provide payment processing services in the ETS&PP operating segment.
Cost to provide communication services
3,717

 
1,954

 
Represents costs of services and products primarily associated with television programming costs in the Communications operating segment.
Total cost of services
17,400

 
14,744

 
 
Operating expenses:
 

 
 

 
 
Salaries and benefits
96,643

 
71,863

 
Increase was due to (i) an increase in personnel as a result of the acquisition of Great Lakes on February 7, 2018, the increase in volume of loans serviced for the government entering repayment status, and the increase in private education and consumer loan servicing volume in the LSS operating segment; (ii) an increase in personnel to support the growth in revenue in the ETS&PP operating segment; and (iii) an increase in personnel at ALLO to support the Lincoln, Nebraska network expansion. See each individual operating segment results of operations discussion for additional information.
Depreciation and amortization
18,457

 
8,598

 
Increase due to the acquisition of Great Lakes on February 7, 2018 and increased depreciation expense at ALLO. Since the acquisition of ALLO on December 31, 2015, there has been a significant amount of property and equipment purchases to support the Lincoln, Nebraska network expansion.
Loan servicing fees
3,136

 
6,025

 
Decrease due to runoff of the Company's student loan portfolio on third-party platforms and a conversion of loans to the Company's LSS operating segment in August 2017.
Other expenses
33,417

 
26,161

 
Increase due to the acquisition of Great Lakes on February 7, 2018, additional costs to support the increase in payment plans and campus commerce activity, and an increase in operating expenses at ALLO to support the Lincoln, Nebraska network expansion and the number of households served. See each individual operating segment results of operations discussion for additional information.
Total operating expenses
151,653

 
112,647

 
 
Income before income taxes
149,161

 
76,675

 
 
Income tax expense
35,976

 
28,755

 
The effective tax rate was 24.0% and 36.5% for the three months ended March 31, 2018 and 2017, respectively. The lower effective tax rate in 2018 was due to the Tax Cuts and Jobs Act, signed into law on December 22, 2017 and effective January 1, 2018.
Net income
113,185

 
47,920

 
 
Net loss attributable to noncontrolling interests
740

 
2,106

 
Represents primarily the net loss of GreatNet attributable to Great Lakes, prior to the Company's acquisition of Great Lakes on February 7, 2018.
Net income attributable to Nelnet, Inc.
$
113,925

 
50,026

 
 
 
 
 
 
 
 

37



Additional information:
 
 
 
 
 
Net income attributable to Nelnet, Inc.
$
113,925

 
50,026

 
See "Overview - GAAP Net Income and Non-GAAP Net Income, Excluding Adjustments" above for additional information about non-GAAP net income, excluding derivative market value and foreign currency transaction adjustments.
Derivative market value and foreign currency transaction adjustments, net
(60,033
)
 
3,452

 
Net tax effect
14,408

 
(1,312
)
 
Net income attributable to Nelnet, Inc., excluding derivative market value and foreign currency transaction adjustments
$
68,300

 
52,166

 

The following table summarizes the components of “net interest income” and “derivative settlements, net.”

Derivative settlements represent the cash paid or received during the current period to settle with derivative instrument counterparties the economic effect of the Company's derivative instruments based on their contractual terms. Derivative accounting requires that net settlements with respect to derivatives that do not qualify for "hedge treatment" under GAAP be recorded in a separate income statement line item below net interest income. The Company maintains an overall risk management strategy that incorporates the use of derivative instruments to reduce the economic effect of interest rate volatility. As such, management believes derivative settlements for each applicable period should be evaluated with the Company’s net interest income as presented in the table below. Net interest income (net of settlements on derivatives) is a non-GAAP financial measure, and the Company reports this non-GAAP information because the Company believes that it provides additional information regarding operational and performance indicators that are closely assessed by management. There is no comprehensive, authoritative guidance for the presentation of such non-GAAP information, which is only meant to supplement GAAP results by providing additional information that management utilizes to assess performance. See note 5 of the notes to consolidated financial statements included under Part I, Item 1 of this report for additional information on the Company's derivative instruments, including the net settlement activity recognized by the Company for each type of derivative for the periods presented in the table under the caption "Income Statement Impact" in note 5 and in the table below. 
 
Three months ended March 31,
 
Additional information
 
2018
 
2017
 
 
Variable loan interest margin
$
46,884

 
42,975

 
Represents the yield the Company receives on its loan portfolio less the cost of funding these loans. Variable loan spread is also impacted by the amortization/accretion of loan premiums and discounts and the 1.05% per year consolidation loan rebate fee paid to the Department. See AGM operating segment - results of operations.
Settlements on associated derivatives
(1,664
)
 
(1,053
)
 
Includes the net settlements paid/received related to the Company’s 1:3 basis swaps and cross-currency interest rate swap.
Variable loan interest margin, net of settlements on derivatives
45,220

 
41,922

 
 
Fixed rate floor income
17,247

 
32,132

 
The Company has a portfolio of student loans that are earning interest at a fixed borrower rate which exceeds the statutorily defined variable lender rates, generating fixed rate floor income. See Item 3, "Quantitative and Qualitative Disclosures About Market Risk - Interest Rate Risk" for additional information.
Settlements on associated derivatives
8,590

 
(120
)
 
Includes the net settlements paid/received related to the Company’s floor income interest rate swaps.
Fixed rate floor income, net of settlements on derivatives
25,837

 
32,012

 
 
Investment interest
5,134

 
2,617

 
 
Corporate debt interest expense
(1,958
)
 
(799
)
 
Includes interest expense on the Junior Subordinated Hybrid Securities and unsecured line of credit.
Non-portfolio related derivative settlements
(160
)
 
(205
)
 
Includes the net settlements paid/received related to the Company’s hybrid debt hedges.

Net interest income (net of settlements on derivatives)
$
74,073

 
75,547

 
 


38



The following table summarizes the components of "other income."
 
Three months ended March 31,
 
2018
 
2017
Realized and unrealized gains on investments, net (a)
$
9,081

 
324

Borrower late fee income
2,983

 
3,319

Investment advisory fees (b)
1,593

 
3,516

Management fee revenue (c)
1,161

 

Peterson's revenue (d)

 
2,836

Other
3,380

 
2,637

Other income
$
18,198

 
12,632


(a) 2018 includes unrealized net gains of $6.7 million related to the change in fair value of certain equity securities and a realized gain of $1.7 million related to the sale of a real estate investment.

(b) The Company provides investment advisory services through Whitetail Rock Capital Management, LLC, the Company's SEC-registered investment advisor subsidiary, under various arrangements and earns annual fees of 25 basis points on the outstanding balance of investments and up to 50 percent of the gains from the sale of securities or securities being called prior to the full contractual maturity for which it provides advisory services. As of March 31, 2018, the outstanding balance of investments subject to these arrangements was $974.9 million. The decrease in advisory fees in 2018 as compared to 2017 was the result of a decrease in performance fees earned.

(c) Represents revenue earned from providing technology and certain administrative support services to Great Lakes' former parent company.

(d) On December 31, 2017, the Company sold Peterson's.



39



LOAN SERVICING AND SYSTEMS OPERATING SEGMENT – RESULTS OF OPERATIONS

The Company purchased Great Lakes on February 7, 2018. The results of Great Lakes' operations are reported in the Company's consolidated financial statements from the date of acquisition. Results of operations for the three months ended March 31, 2018 include revenues of $43.5 million and net income of $11.9 million attributed to Great Lakes since its acquisition.

Loan Servicing Volumes (dollars in millions)
lnservvol2018q1a03.jpg
Company owned
 
$16,962
 
$16,352
 
$15,789
 
$18,403
 
$17,827
 
$17,866
% of total
 
8.7%
 
8.2%
 
7.9%
 
8.9%
 
8.4%
 
3.8%
Number of servicing borrowers:
 
 
 
 
 
 
 
 
 
 
 
 
Government servicing:
 
5,972,619

 
5,924,099

 
5,849,283

 
5,906,404

 
5,877,414

 
5,819,286

 
7,456,830

FFELP servicing:
 
1,312,192

 
1,263,785

 
1,218,706

 
1,317,552

 
1,420,311

 
1,399,280

 
461,553

Private education and consumer loan servicing:
 
355,096

 
389,010

 
454,182

 
478,150

 
502,114

 
508,750

 
118,609

Total:
 
7,639,907

 
7,576,894

 
7,522,171

 
7,702,106

 
7,799,839

 
7,727,316

 
8,036,992

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Number of remote hosted borrowers:
 
2,230,019

 
2,305,991

 
2,317,151

 
2,714,588

 
2,812,713

 
6,207,747
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 




40



Summary and Comparison of Operating Results
 
Three months ended March 31,
 
Additional information
 
2018
 
2017
 
 
Net interest income
$
257

 
94

 

Loan servicing and systems revenue
100,141

 
54,229

 
See table below for additional analysis.
Intersegment servicing revenue
10,771

 
10,323

 
Represents revenue earned by the LSS operating segment as a result of servicing loans for the AGM operating segment.
Other income
1,292

 

 
Represents revenue earned from providing technology and certain administrative support services to Great Lakes' former parent company.
Total other income
112,204

 
64,552

 

Salaries and benefits
58,537

 
37,992

 
Increase due to Great Lakes acquisition and an increase in personnel to support the increase in volume of loans serviced for the government entering repayment status and the increase in private education and consumer loan servicing volume.
Depreciation and amortization
6,069

 
549

 
Amortization of intangible assets and depreciation of fixed assets recorded as a result of the Great Lakes acquisition was $3.8 million in 2018.
Other expenses
14,463

 
9,136

 
Increase due to increase in operating expenses related to Great Lakes acquisition.
Intersegment expenses, net
13,356

 
7,398

 
Intersegment expenses represent costs for certain corporate activities and services that are allocated to each operating segment based on estimated use of such activities and services. Increase due to Great Lakes acquisition.
Total operating expenses
92,425

 
55,075

 

Income before income taxes
20,036

 
9,571

 

Income tax expense
(5,003
)
 
(4,555
)
 
Reflects income tax expense based on 24 % and 38% in 2018 and 2017, respectively, of income before taxes and the net loss attributable to noncontrolling interest. The lower effective tax rate in 2018 was due to the Tax Cuts and Jobs Act, signed into law on December 22, 2017 and effective January 1, 2018.
Net income
15,033

 
5,016

 

  Net loss attributable to noncontrolling interest
808

 
2,415

 
Represents 50 percent of the net loss of GreatNet that is attributable to Great Lakes prior to the Company's acquisition of Great Lakes on February 7, 2018.
Net income attributable to
Nelnet, Inc.
$
15,841

 
7,431

 
 
Before tax and noncontrolling interest operating margin
18.6
%
 
18.6
%
 
 

Loan servicing and systems revenue
 
Three months ended March 31,
 
Additional information
 
2018
 
2017
 
 
Government servicing - Nelnet
$
39,327

 
39,007

 
Increase was due to an increase in application volume for the Total and Permanent Disability program, which the Company exclusively administers for the Department, and the shift in the portfolio of loans serviced to a greater portion of loans in higher paying repayment statuses.
Government servicing - Great Lakes
30,754

 

 
Represents revenue from the Great Lakes' Department servicing contract from the date of acquisition, February 7, 2018.
Private education and consumer loan servicing
13,101

 
5,817

 
Increase due to growth in loan servicing volume from existing and new clients along with the Great Lakes acquisition. In 2018, Great Lakes recognized $4.6 million in revenue related to a private loan customer deconverting from the Great Lakes servicing platform subsequent to the Company's acquisition of Great Lakes on February 7, 2018.
FFELP servicing
7,691

 
4,077

 
Increase due to Great Lakes acquisition. Over time, FFELP servicing revenue will decrease as third-party customers' FFELP portfolios run off.
Software services
7,589

 
4,337

 
Historically, the majority of software services revenue related to providing hosted student loan servicing. As a result of the Great Lakes acquisition, LSS now also provides guaranty servicing hosted services and support to Great Lakes Higher Education Guaranty Corporation, an unrelated third-party FFELP guaranty agency. Increase in 2018 as compared to 2017 due to an increase in hosted student loan servicing volume and providing the new guaranty servicing hosted services
 Other
1,679

 
991

 
The majority of this revenue relates to providing contact center outsourcing activities. In addition, Great Lakes provides certain sales and marketing services to third-parties.
Loan servicing and systems revenue
$
100,141

 
54,229

 
 

41



EDUCATION TECHNOLOGY, SERVICES, AND PAYMENT PROCESSING OPERATING SEGMENT – RESULTS OF OPERATIONS

This segment of the Company’s business is subject to seasonal fluctuations which correspond, or are related to, the traditional school year. Higher amounts of revenue are typically recognized during the first quarter due to fees related to assistance with financial needs assessment as well as online applications and enrollment services. The Company’s operating expenses do not follow the seasonality of the revenues. This is primarily due to generally fixed year-round personnel costs and seasonal marketing costs. Revenues from tuition payment plan services are recognized over the course of the academic term, but the peak operational activities take place in summer and early fall. Based on the timing of revenue recognition and when expenses are incurred, revenue and pre-tax operating margin are higher in the first quarter as compared to the remainder of the year.

Summary and Comparison of Operating Results
 
Three months ended March 31,
 
Additional information
 
2018
 
2017
 
 
Net interest income
$
665

 
2

 
Increase due to additional interest earnings on cash deposits.
Education technology, services, and payment processing revenue
60,221

 
56,024

 
See table below for additional information.
Cost to provide education technology, services, and payment processing services
13,683

 
12,790

 
Costs primarily relate to payment processing revenue. Increase was due to an increase in payments volume.
Salaries and benefits
19,067

 
16,652

 
Increase due to additional personnel to support the increase in payment plans and campus commerce activity and continued investments in and enhancements of payment plan systems and products.
Depreciation and amortization
3,341

 
2,391

 
Amortization of intangible assets related to business acquisitions was $2.8 million and $2.2 million for the three months ended March 31, 2018 and 2017, respectively.
Other expenses
4,624

 
4,609

 
Increase was due to an increase in the number of managed tuition payment plans, campus commerce customer transactions and payments volume, and new school customers.
Intersegment expenses, net
2,567

 
2,075

 
Intersegment expenses represent costs for certain corporate activities and services that are allocated to each operating segment based on estimated use of such activities and services.
Total operating expenses
29,599

 
25,727

 
 
Income before income taxes
17,604

 
17,509

 
 
Income tax expense
(4,225
)
 
(6,653
)
 
Reflects income tax expense based on effective tax rates of 24% and 38% in 2018 and 2017, respectively. The lower effective tax rate in 2018 was due to the Tax Cuts and Jobs Act, signed into law on December 22, 2017 and effective January 1, 2018.
Net income
$
13,379

 
10,856

 
 

Education technology, services, and payment processing revenue

The following table provides disaggregated revenue by service offering and before tax operating margin for each reporting period.
 
Three months ended March 31,
 
Additional Information
 
2018
 
2017
 
 
Tuition payment plan services
$
23,043

 
21,787

 
Increase was due to an increase in the number of managed tuition payment plans.
Payment processing
19,926

 
18,945

 
Increase was due to an increase in payments volume.
Education technology and services
16,975

 
15,147

 
Increase was due to an increase in the number of customers.
Other
277

 
145

 
 
Education technology, services, and payment processing revenue
60,221

 
56,024

 
 
Cost to provide education technology, services, and payment processing services
13,683

 
12,790

 
Costs primarily relate to payment processing revenue. Increase was due to an increase in payments volume.
Net revenue
$
46,538

 
43,234

 
 
Before tax operating margin
37.8
%
 
40.5
%
 
 


42



COMMUNICATIONS OPERATING SEGMENT – RESULTS OF OPERATIONS

Summary and Comparison of Operating Results
 
Three months ended March 31,
 
Additional information
 
2018
 
2017
 
 
Net interest income (expense)
$
(2,508
)
 
(711
)
 
Nelnet, Inc. (parent company) has a non-participating capital interest in ALLO that has a preferred return. The interest expense incurred by ALLO and related interest income earned by Nelnet, Inc. associated with the capital interest was eliminated for the Company's consolidated financial statements. The average amount outstanding on the non-participating capital interest balance for the three months ended March 31, 2018 and 2017 was $197.6 million and $67.0 million, respectively. ALLO used the proceeds from Nelnet's capital contribution for network capital expenditures and related expenses.
Communications revenue
9,189

 
5,106

 
Communications revenue is derived primarily from the sale of pure fiber optic services to residential and business customers in Nebraska, including internet, television, and telephone services. Increase was primarily due to additional residential households served. See additional financial and operating data for ALLO in the tables below.
Cost to provide communications services
3,717

 
1,954

 
Cost of services and products primarily associated with television programming costs.
Salaries and benefits
4,063

 
2,979

 
Since the acquisition of ALLO on December 31, 2015, there has been a significant increase in personnel to support the Lincoln, Nebraska network expansion. As of December 31, 2016, March 31, 2017, December 31, 2017, and March 31, 2018, ALLO had 318, 354, 508, and 516 employees, respectively, including part-time employees. ALLO also uses temporary employees in the normal course of business. Certain costs qualify for capitalization as ALLO builds its network.
Depreciation and amortization
4,921

 
2,135

 
Depreciation reflects the allocation of the costs of ALLO's property and equipment over the period in which such assets are used. Since the acquisition of ALLO on December 31, 2015, there has been a significant amount of property and equipment purchases to support the Lincoln, Nebraska network expansion. Amortization reflects the allocation of costs related to intangible assets recorded at fair value as of the date the Company acquired ALLO over their estimated useful lives.
Other expenses
2,638

 
1,372

 
Other operating expenses includes selling, general, and administrative expenses necessary for operations, such as advertising, occupancy, professional services, construction materials, personal property taxes, and provision for losses on accounts receivable. Increase was due to expansion of the Lincoln, Nebraska network and number of households served.
Intersegment expenses, net
605

 
506

 
Intersegment expenses represent costs for certain corporate activities and services that are allocated to each operating segment based on estimated use of such activities and services.
Total operating expenses
12,227

 
6,992

 
 
Loss before income taxes
(9,263
)
 
(4,551
)
 
 
Income tax benefit
2,223

 
1,730

 
Reflects income tax benefit based on effective tax rates of 24% and 38% in 2018 and 2017, respectively. The lower effective tax rate in 2018 was due to the Tax Cuts and Jobs Act, signed into law on December 22, 2017 and effective January 1, 2018.

Net loss
$
(7,040
)
 
(2,821
)
 
The Company anticipates this operating segment will be dilutive to consolidated earnings as it continues to build its network in Lincoln, Nebraska and other communities, due to large upfront capital expenditures and associated depreciation and upfront customer acquisition costs.
 
 
 
 
 
 
Additional Information:
 
 
 
 
 
Net loss
$
(7,040
)
 
(2,821
)
 
 
Net interest expense
2,508

 
711

 
 
Income tax benefit
(2,223
)
 
(1,730
)
 
 
Depreciation and amortization
4,921

 
2,135

 
 
Earnings (loss) before interest, income taxes, depreciation, and amortization (EBITDA)
$
(1,834
)
 
(1,705
)
 
For additional information regarding this non-GAAP measure, see the table below.


43



Certain financial and operating data for ALLO is summarized in the tables below.
 
Three months ended March 31,
 
2018
 
2017
Residential revenue
$
6,747

 
3,351

Business revenue
2,381

 
1,696

Other revenue
61

 
59

Total revenue
$
9,189

 
5,106

 
 
 
 
Net (loss) income
$
(7,040
)
 
(2,821
)
EBITDA (a)
(1,834
)
 
(1,705
)
 
 
 
 
Capital expenditures
17,899

 
16,669

 
 
 
 
Revenue contribution:
 
 
 
Internet
51.1
%
 
43.1
%
Television
30.3

 
31.8

Telephone
18.4

 
24.7

Other
0.2

 
0.4

 
100.0
%
 
100.0
%

 
As of
March 31, 2018
 
As of
December 31, 2017
 
As of September 30, 2017
 
As of
June 30,
2017
 
As of
March 31, 2017
 
As of
December 31, 2016
Residential customer information:
 
 
 
 
 
 
 
 
 
 
 
Households served
23,541

 
20,428

 
16,394

 
12,460

 
10,524

 
9,814

Households passed (b)
84,475

 
71,426

 
54,815

 
45,880

 
34,925

 
30,962

Total households in current markets
137,500

 
137,500

 
137,500

 
137,500

 
137,500

 
137,500

Total households in current markets and new markets announced (c)
152,840

 
152,626

 
137,500

 
137,500

 
137,500

 
137,500


(a)
Earnings (loss) before interest, income taxes, depreciation, and amortization ("EBITDA") is a supplemental non-GAAP performance measure that is frequently used in capital-intensive industries such as telecommunications. ALLO's management uses EBITDA to compare ALLO's performance to that of its competitors and to eliminate certain non-cash and non-operating items in order to consistently measure performance from period to period. EBITDA excludes interest and income taxes because these items are associated with a company's particular capitalization and tax structures. EBITDA also excludes depreciation and amortization expense because these non-cash expenses primarily reflect the impact of historical capital investments, as opposed to the cash impacts of capital expenditures made in recent periods, which may be evaluated through cash flow measures. The Company reports EBITDA for ALLO because the Company believes that it provides useful additional information for investors regarding a key metric used by management to assess ALLO's performance. There are limitations to using EBITDA as a performance measure, including the difficulty associated with comparing companies that use similar performance measures whose calculations may differ from ALLO's calculations. In addition, EBITDA should not be considered a substitute for other measures of financial performance, such as net income or any other performance measures derived in accordance with GAAP. A reconciliation of EBITDA from net income (loss) under GAAP is presented under "Summary and Comparison of Operating Results" in the table above.
(b)
Represents the number of single residence homes, apartments, and condominiums that ALLO already serves and those in which ALLO has the capacity to connect to its network distribution system without further material extensions to the transmission lines, but have not been connected.
(c)
During the fourth quarter of 2017, ALLO announced plans to expand its network to make services available in Hastings, Nebraska and Fort Morgan, Colorado. ALLO plans to expand to additional communities in Nebraska and Colorado over the next several years.

44



ASSET GENERATION AND MANAGEMENT OPERATING SEGMENT – RESULTS OF OPERATIONS

Loan Portfolio

As of March 31, 2018, the Company had a $21.6 billion loan portfolio, consisting primarily of federally insured loans, that management anticipates will amortize over the next approximately 20 years and has a weighted average remaining life of 7.5 years. For a summary of the Company’s loan portfolio as of March 31, 2018 and December 31, 2017, see note 3 of the notes to consolidated financial statements included under Part I, Item 1 of this report.
 
Loan Activity

The following table sets forth the activity of loans:
 
Three months ended March 31,
 
2018
 
2017
Beginning balance
$
21,995,877

 
25,103,643

Loan acquisitions:
 
 
 
Federally insured student loans
584,586

 
51,731

Private education loans

 
443

Consumer loans
23,354

 

Total loan acquisitions
607,940

 
52,174

Repayments, claims, capitalized interest, and other
(622,284
)
 
(647,915
)
Consolidation loans lost to external parties
(247,820
)
 
(310,993
)
Ending balance
$
21,733,713

 
24,196,909

 
From April 1, 2018 through May 8, 2018 (the filing date of this report), the Company acquired $1.86 billion of unsecuritized federally insured student loans.

Allowance for Loan Losses and Loan Delinquencies

The Company maintains an allowance that management believes is appropriate to absorb losses, net of recoveries, inherent in the portfolio of loans, which results in periodic expense provisions for loan losses. Delinquencies have the potential to adversely impact the Company’s earnings through increased servicing and collection costs and account charge-offs.  

For a summary of the activity in the allowance for loan losses for the three months ended March 31, 2018 and 2017, and a summary of the Company's loan delinquency amounts as of March 31, 2018, December 31, 2017, and March 31, 2017, see note 3 of the notes to consolidated financial statements included under Part I, Item 1 of this report.

Provision for loan losses for federally insured loans was $2.0 million for the three months ended March 31, 2018 and 2017, respectively.

The Company did not record a provision for private education loan losses for the three months ended March 31, 2018 and recorded a negative provision for private education loan losses for the three months ended March 31, 2017. The Company experienced a decrease in charge-offs related to its private education loan portfolio during the three months ended March 31, 2017 as compared to previous periods and private education loan credit performance was better than expected.

The Company continues to purchase consumer loans and recorded a provision for loan losses related to this activity of $2.0 million during the three months ended March 31, 2018.




45



Loan Spread Analysis

The following table analyzes the loan spread on the Company’s portfolio of loans, which represents the spread between the yield earned on loan assets and the costs of the liabilities and derivative instruments used to fund the assets. The spread amounts included in the following table are calculated by using the notional dollar values found in the table under the caption "Net interest income, net of settlements on derivatives" below, divided by the average balance of student loans or debt outstanding.
 
Three months ended March 31,
 
2018
 
2017
Variable loan yield, gross (a)
4.15
 %
 
3.24
 %
Consolidation rebate fees
(0.85
)
 
(0.84
)
Discount accretion, net of premium and deferred origination costs amortization
0.07

 
0.07

Variable loan yield, net
3.37

 
2.47

Loan cost of funds - interest expense
(2.53
)
 
(1.74
)
Loan cost of funds - derivative settlements (b) (c)
(0.03
)
 
(0.02
)
Variable loan spread
0.81

 
0.71

Fixed rate floor income, gross
0.32

 
0.52

Fixed rate floor income - derivative settlements (b) (d)
0.16

 

Fixed rate floor income, net of settlements on derivatives
0.48

 
0.52

Core loan spread
1.29
 %
 
1.23
 %
 
 
 
 
Average balance of loans
$
21,871,501

 
24,755,452

Average balance of debt outstanding
21,449,449

 
24,541,736


(a)
For the three months ended March 31, 2018, variable loan yield (gross) includes interest income earned on consumer loans. For the three months ended March 31, 2018, the average balance of consumer loans was $67.1 million and the weighted average coupon rate on such loans was 17.60%. The Company began to purchase consumer loans in the second quarter of 2017, thus, consumer loans had no impact to spread during the first quarter of 2017. Consumer loans are currently funded by the Company using operating cash, until they can be funded in a secured financing transaction. As such, consumer loans do not have a cost of funds (debt) associated with them. Core loan spread, excluding consumer loans, would have been 1.25% for the three months ended March 31, 2018.

(b)
Derivative settlements represent the cash paid or received during the current period to settle with derivative instrument counterparties the economic effect of the Company's derivative instruments based on their contractual terms. Derivative accounting requires that net settlements with respect to derivatives that do not qualify for "hedge treatment" under GAAP be recorded in a separate income statement line item below net interest income. The Company maintains an overall risk management strategy that incorporates the use of derivative instruments to reduce the economic effect of interest rate volatility. As such, management believes derivative settlements for each applicable period should be evaluated with the Company’s net interest income (loan spread) as presented in this table. The Company reports this non-GAAP information because it believes that it provides additional information regarding operational and performance indicators that are closely assessed by management. There is no comprehensive, authoritative guidance for the presentation of such non-GAAP information, which is only meant to supplement GAAP results by providing additional information that management utilizes to assess performance. See note 5 of the notes to consolidated financial statements included under Part I, Item 1 of this report for additional information on the Company's derivative instruments, including the net settlement activity recognized by the Company for each type of derivative for the periods presented in the table under the caption "Income Statement Impact" in note 5 and in this table.

(c)
Derivative settlements include the net settlements paid/received related to the Company’s 1:3 basis swaps and cross-currency interest rate swap. 

(d)
Derivative settlements include the net settlements paid/received related to the Company’s floor income interest rate swaps.

46



A trend analysis of the Company's core and variable loan spreads is summarized below.
slsgraph2018q1a02.jpg
(a)
The interest earned on a large portion of the Company's FFELP student loan assets is indexed to the one-month LIBOR rate. The Company funds a majority of its assets with three-month LIBOR indexed floating rate securities. The relationship between the indices in which the Company earns interest on its loans and funds such loans has a significant impact on loan spread. This table (the right axis) shows the difference between the Company's liability base rate and the one-month LIBOR rate by quarter. See Item 3, “Quantitative and Qualitative Disclosures About Market Risk - Interest Rate Risk,” which provides additional detail on the Company’s FFELP student loan assets and related funding for those assets.

Variable loan spread increased during the three months ended March 31, 2018 as compared to the same period in 2017 due to a tightening in the basis between the asset and debt indices in which the Company earns interest on its loans and funds such loans (as reflected in the table above). Additionally, variable spread increased due to a rising interest rate environment in the first quarter of 2018 as compared to the same period in 2017. In a rising interest rate environment, the Company benefits due to the timing of the interest rate resets on liabilities which may occur as infrequently as once a quarter, in contrast to the timing of the interest rate resets on assets, which generally occur daily.

The primary difference between variable loan spread and core loan spread is fixed rate floor income. A summary of fixed rate floor income and its contribution to core loan spread follows:
 
Three months ended March 31,
 
2018
 
2017
Fixed rate floor income, gross
$
17,247

 
32,132

Derivative settlements (a)
8,590

 
(120
)
Fixed rate floor income, net
$
25,837

 
32,012

Fixed rate floor income contribution to spread, net
0.48
%
 
0.52
%
 
(a)
Includes settlement payments on derivatives used to hedge student loans earning fixed rate floor income.

The decrease in gross fixed rate floor income for the three months ended March 31, 2018 compared to the same period in 2017 was due to an increase in interest rates. See Item 3, “Quantitative and Qualitative Disclosures About Market Risk - Interest Rate Risk,” which provides additional detail on the Company’s portfolio earning fixed rate floor income and the derivatives used by the Company to hedge these loans.

47



Summary and Comparison of Operating Results
 
Three months ended March 31,
 
Additional information
 
2018
 
2017
 
 
Net interest income after provision for loan losses
$
62,101

 
74,575

 
See table below for additional analysis.
Other income
2,992

 
3,342

 
The primary component of other income is borrower late fees.
Gain from debt repurchases
359

 
540

 
Gains were from the Company repurchasing its own asset-backed debt securities.
Derivative settlements, net
6,926

 
(1,173
)
 
The Company maintains an overall risk management strategy that incorporates the use of derivative instruments to reduce the economic effect of interest rate volatility. Derivative settlements for each applicable period should be evaluated with the Company's net interest income as reflected in the table below.
Derivative market value and foreign currency transaction adjustments, net
58,571

 
(3,410
)
 
Includes (i) the realized and unrealized gains and losses that are caused by changes in fair values of derivatives which do not qualify for "hedge treatment" under GAAP; and (ii) the unrealized foreign currency transaction gains or losses caused by the re-measurement of the Company's Euro-denominated bonds to U.S. dollars.
Total other income (expense)
68,848

 
(701
)
 
 
Salaries and benefits
382

 
400

 
 
Loan servicing fees
3,136

 
6,025

 
Third party loan servicing fees decreased due to runoff of the Company's student loan portfolio on third-party platforms and a conversion of loans to the LSS operating segment in August 2017.
Other expenses
848

 
991

 
 
Intersegment expenses, net
10,865

 
10,412

 
Amounts include fees paid to the LSS operating segment for the servicing of the Company’s loan portfolio. These amounts exceed the actual cost of servicing the loans. Increase due to a conversion of loans to the LSS operating segment in August 2017, partially offset by portfolio runoff. In addition, intersegment expenses represent costs for certain corporate activities and services that are allocated to each operating segment based on estimated use of such activities and services.
Total operating expenses
15,231

 
17,828

 
Total operating expenses were 28 basis points and 29 basis points of the average balance of student loans for the three months ended March 31, 2018 and 2017, respectively.
Income before income taxes
115,718

 
56,046

 


Income tax expense
(27,773
)
 
(21,297
)
 
Reflects income tax expense based on effective tax rates of 24% and 38% in 2018 and 2017, respectively. The lower effective tax rate in 2018 was due to the Tax Cuts and Jobs Act, signed into law on December 22, 2017 and effective January 1, 2018.

Net income
$
87,945

 
34,749

 
 
 
 
 
 
 
 
Additional information:
 
 
 
 
 
Net income
$
87,945

 
34,749

 
 
Derivative market value and foreign currency transaction adjustments, net
(58,571
)
 
3,410

 
See "Overview - GAAP Net Income and Non-GAAP Net Income, Excluding Adjustments" above for additional information about non-GAAP net income, excluding derivative market value and foreign currency transaction adjustments. Net income, excluding derivative market value and foreign currency transaction adjustments, increased in 2018 compared to 2017 primarily due to a decrease in the segment's effective tax rate from 38% in 2017 to 24% in 2018 as the result of the Tax Cuts and Jobs Act.
Net tax effect
14,057

 
(1,296
)
 
Net income, excluding derivative market value and foreign currency transaction adjustments
$
43,431

 
36,863

 
 
 
 
 
 
 
Additional information - before income taxes:
 
 
 
 
 
Income before income taxes
$
115,718

 
56,046

 
 
Derivative market value and foreign currency transaction adjustments, net
(58,571
)
 
3,410

 
 
Income before income taxes, excluding derivative market value and foreign currency transaction adjustments
$
57,147

 
59,456

 
Income before income taxes, excluding derivative market value and foreign currency transaction adjustments, decreased in 2018 compared to 2017 due to a decrease in the Company's average balance of loans, which was partially offset by an increase in core loan spread.

48



Net interest income, net of settlements on derivatives

The following table summarizes the components of "net interest income after provision for loan losses" and "derivative settlements, net." 
 
Three months ended March 31,
 
Additional information
 
2018
 
2017
 
 
Variable interest income, gross
$
223,236

 
196,709

 
Increase due to an increase in the gross yield earned on loans, partially offset by a decrease in the average balance of loans.
Consolidation rebate fees
(46,698
)
 
(52,017
)
 
Decrease due to a decrease in the average consolidation loan balance.
Discount accretion, net of premium and deferred origination costs amortization
3,938

 
4,384

 
Net discount accretion is due to the Company's purchases of loans at a net discount over the last several years.
Variable interest income, net
180,476

 
149,076

 
 
Interest on bonds and notes payable
(133,592
)
 
(106,101
)
 
Increase due to an increase in cost of funds, partially offset by a decrease in the average balance of debt outstanding.
Derivative settlements, net (a)
(1,664
)
 
(1,053
)
 
Derivative settlements include the net settlements paid/received related to the Company’s 1:3 basis swaps and cross-currency interest rate swap.
Variable loan interest margin, net of settlements on derivatives (a)
45,220

 
41,922

 
 
Fixed rate floor income, gross
17,247

 
32,132

 
Fixed rate floor income has decreased due to the rising interest rate environment.
Derivative settlements, net (a)
8,590

 
(120
)
 
Derivative settlements include the settlements paid/received related to the Company's floor income interest rate swaps.
Fixed rate floor income, net of settlements on derivatives
25,837

 
32,012

 
 
Core loan interest income (a)
71,057

 
73,934

 
 
Investment interest
2,610

 
1,118

 
Increase due to a higher balance of interest-earning investments and an increase in interest rates.
Intercompany interest
(640
)
 
(650
)
 
 
Provision for loan losses - federally insured loans
(2,000
)
 
(2,000
)
 
See "Allowance for Loan Losses and Loan Delinquencies" included above under "Asset Generation and Management Operating Segment - Results of Operations."
Negative provision for loan losses - private education loans

 
1,000

 
Provision for loan losses - consumer loans
(2,000
)
 

 
 
Net interest income after provision for loan losses (net of settlements on derivatives) (a)
$
69,027

 
73,402

 
 

(a)
Derivative settlements represent the cash paid or received during the current period to settle with derivative instrument counterparties the economic effect of the Company's derivative instruments based on their contractual terms. Derivative accounting requires that net settlements on derivatives that do not qualify for "hedge treatment" under GAAP be recorded in a separate income statement line item below net interest income. The Company maintains an overall risk management strategy that incorporates the use of derivative instruments to reduce the economic effect of interest rate volatility. As such, management believes derivative settlements for each applicable period should be evaluated with the Company’s net interest income as presented in this table. Core loan interest income and net interest income after provision for loan losses (net of settlements on derivatives) are non-GAAP financial measures, and the Company reports this non-GAAP information because the Company believes that it provides additional information regarding operational and performance indicators that are closely assessed by management. There is no comprehensive, authoritative guidance for the presentation of such non-GAAP information, which is only meant to supplement GAAP results by providing additional information that management utilizes to assess performance. See note 5 of the notes to consolidated financial statements included under Part I, Item 1 of this report for additional information on the Company's derivative instruments, including the net settlement activity recognized by the Company for each type of derivative referred to in the "Additional information" column of this table, for the periods presented in the table under the caption "Income Statement Impact" in note 5 and in this table.

49




LIQUIDITY AND CAPITAL RESOURCES

The Company’s Loan Servicing and Systems and Education Technology, Services, and Payment Processing operating segments are non-capital intensive and both produce positive operating cash flows. As such, a minimal amount of debt and equity capital is allocated to these segments and any liquidity or capital needs are satisfied using cash flow from operations. Therefore, the following Liquidity and Capital Resources discussion is concentrated on the Company’s liquidity and capital needs to meet existing debt obligations in the Asset Generation and Management operating segment and capital needs to expand ALLO's communications network in the Communications operating segment.

Sources of Liquidity and Available Capacity

The Company has historically generated positive cash flow from operations.  For the three months ended March 31, 2018 and the year ended December 31, 2017, the Company's net cash provided from operating activities was $58.0 million and $227.5 million, respectively.

As of March 31, 2018, the Company had cash and cash equivalents of $69.3 million. The Company also had a portfolio of available-for-sale investments, consisting primarily of student loan asset-backed securities, with a fair value of $82.1 million as of March 31, 2018.

The Company also has a $350.0 million unsecured line of credit that matures on December 12, 2021. As of March 31, 2018 and May 8, 2018, there was $150.0 million and $190.0 million, respectively, outstanding on the unsecured line of credit and $200.0 million and $160.0 million, respectively, was available for future use.

In addition, the Company has repurchased certain of its own asset-backed securities (bonds and notes payable) in the secondary market. For accounting purposes, these notes are eliminated in consolidation and are not included in the Company's consolidated financial statements. However, these securities remain legally outstanding at the trust level and the Company could sell these notes to third parties or redeem the notes at par as cash is generated by the trust estate.  Upon a sale of these notes to third parties, the Company would obtain cash proceeds equal to the market value of the notes on the date of such sale. As of March 31, 2018, the Company holds $69.0 million (par value) of its own asset-backed securities.

The Company intends to use its liquidity position to capitalize on market opportunities, including FFELP, private education, and consumer loan acquisitions; strategic acquisitions and investments; expansion of ALLO's telecommunications network; and capital management initiatives, including stock repurchases, debt repurchases, and dividend distributions. The timing and size of these opportunities will vary and will have a direct impact on the Company's cash and investment balances.

Cash Flows

During the three months ended March 31, 2018, the Company generated $58.0 million from operating activities, compared to $47.8 million for the same period in 2017. The increase in cash provided by operating activities reflects the increase in net income, an increase in the adjustments to net income for depreciation and amortization and deferred taxes, the impact of changes in other assets, and net proceeds received in 2018 from the Company's clearinghouse to settle variation margin. These factors were partially offset by changes in the adjustments to net income from derivative market value adjustments and the impact of changes in accrued interest receivable, other liabilities, and due to customers during the three months ended March 31, 2018 as compared to the same period in 2017.

The primary items included in the statement of cash flows for investing activities are the purchase and repayment of loans. The primary items included in financing activities are the proceeds from the issuance of and payments on bonds and notes payable used to fund loans. Cash provided by investing activities for the three months ended March 31, 2018 and 2017 was $102.3 million and $858.1 million, respectively. Cash used in financing activities was $177.1 million and $1,086.7 million for the three months ended March 31, 2018 and 2017, respectively. Investing and financing activities are further addressed in the discussion that follows.


50



Liquidity Needs and Sources of Liquidity Available to Satisfy Debt Obligations Secured by Loan Assets and Related Collateral

The following table shows the Company's debt obligations outstanding that are secured by loan assets and related collateral.
 
 
As of March 31, 2018
 
Carrying
amount
 
Final maturity
Bonds and notes issued in asset-backed securitizations
$
21,042,900

 
4/25/24 - 5/25/66
FFELP warehouse facilities
339,063

 
11/19/19 / 5/31/20
 
$
21,381,963

 
 

Bonds and Notes Issued in Asset-backed Securitizations

The majority of the Company’s portfolio of student loans is funded in asset-backed securitizations that are structured to substantially match the maturity of the funded assets, thereby minimizing liquidity risk. Cash generated from student loans funded in asset-backed securitizations provide the sources of liquidity to satisfy all obligations related to the outstanding bonds and notes issued in such securitizations. In addition, due to (i) the difference between the yield the Company receives on the loans and cost of financing within these transactions, and (ii) the servicing and administration fees the Company earns from these transactions, the Company has created a portfolio that will generate earnings and significant cash flow over the life of these transactions.

As of March 31, 2018, based on cash flow models developed to reflect management’s current estimate of, among other factors, prepayments, defaults, deferment, forbearance, and interest rates, the Company currently expects future undiscounted cash flows from its portfolio to be approximately $1.96 billion as detailed below.  The $1.96 billion includes approximately $886.9 million (as of March 31, 2018) of overcollateralization included in the asset-backed securitizations.  These excess net asset positions are reflected variously in the following balances in the consolidated balance sheet:  "loans receivable," "restricted cash," and "accrued interest receivable."

The forecasted cash flow presented below includes all loans funded in asset-backed securitizations as of March 31, 2018.  As of March 31, 2018, the Company had $21.3 billion of loans included in asset-backed securitizations, which represented 98.0 percent of its total loan portfolio. The forecasted cash flow does not include cash flows that the Company expects to receive related to loans funded in its warehouse facilities as of March 31, 2018, private education and consumer loans funded with operating cash, and loans acquired subsequent to March 31, 2018.


51



Asset-backed Securitization Cash Flow Forecast
$1.96 billion
(dollars in millions)
abscashflowfcst2018q1a02.jpg
The Company uses various assumptions, including prepayments and future interest rates, when preparing its cash flow forecast.  These assumptions are further discussed below.

Prepayments:  The primary variable in establishing a life of loan estimate is the level and timing of prepayments. Prepayment rates equal the amount of loans that prepay annually as a percentage of the beginning of period balance, net of scheduled principal payments.  A number of factors can affect estimated prepayment rates, including the level of consolidation activity, borrower default rates, and utilization of debt management options such as income-based repayment, deferments, and forbearance.  Should any of these factors change, management may revise its assumptions, which in turn would impact the projected future cash flow. The Company’s cash flow forecast above assumes prepayment rates that are generally consistent with those utilized in the Company’s recent asset-backed securitization transactions. If management used a prepayment rate assumption two times greater than what was used to forecast the cash flow, the cash flow forecast would be reduced by approximately $215 million to $245 million.

Interest rates:  The Company funds a majority of its student loans with three-month LIBOR indexed floating rate securities.  Meanwhile, the interest earned on the Company’s student loan assets is indexed primarily to a one-month LIBOR rate.  The different interest rate characteristics of the Company’s loan assets and liabilities funding these assets result in basis risk.  The Company’s cash flow forecast assumes three-month LIBOR will exceed one-month LIBOR by 12 basis points for the life of the portfolio, which approximates the historical relationship between these indices.  If the forecast is computed assuming a spread of 24 basis points between three-month and one-month LIBOR for the life of the portfolio, the cash flow forecast would be reduced by approximately $95 million to $115 million.

The Company uses the current forward interest rate yield curve to forecast cash flows.  A change in the forward interest rate curve would impact the future cash flows generated from the portfolio.  An increase in future interest rates will reduce the amount of fixed rate floor income the Company is currently receiving.  The Company attempts to mitigate the impact of a rise in short-term rates by hedging interest rate risks. The forecasted cash flow does not include cash flows the Company expects to pay/receive related to derivatives instruments used by the Company to manage interest rate risk. See Item 3, "Quantitative and Qualitative Disclosures About Market Risk — Interest Rate Risk."

FFELP Warehouse Facilities

The Company funds a portion of its FFELP loan acquisitions using its FFELP warehouse facilities. Student loan warehousing allows the Company to buy and manage student loans prior to transferring them into more permanent financing arrangements. As

52



of March 31, 2018, the Company had two FFELP warehouse facilities with an aggregate maximum financing amount available of $1.0 billion, of which $0.3 billion was outstanding, and $0.7 billion was available for additional funding. One warehouse facility provides for formula-based advance rates, depending on FFELP loan type, up to a maximum of the principal and interest of loans financed. The advance rates for collateral may increase or decrease based on market conditions. The other warehouse facility has static advance rates that requires initial equity for loan funding, but does not require increased equity based on market movements. As of March 31, 2018, the Company had $27.7 million advanced as equity support on these facilities. For further discussion of the Company's FFELP warehouse facilities outstanding at March 31, 2018, see note 4 of the notes to consolidated financial statements included under Part I, Item 1 of this report.

Upon termination or expiration of the warehouse facilities, the Company would expect to access the securitization market, obtain replacement warehouse facilities, use operating cash, consider the sale of assets, or transfer collateral to satisfy any remaining obligations.

Other Uses of Liquidity

Effective July 1, 2010, no new loan originations can be made under the FFEL Program and all new federal loan originations must be made through the Federal Direct Loan Program.  As a result, the Company no longer originates new FFELP loans, but continues to acquire FFELP loan portfolios from third parties and believes additional loan purchase opportunities exist, including opportunities to purchase private education and consumer loans.

On April 25, 2018, the Company acquired $1.5 billion of unsecuritized federally insured student loans from a third-party.  In addition, from April 1, 2018 through May 8, 2018 (the filing date of this report), the Company acquired $351.3 million of additional unsecuritized federally insured student loans from third-parties. 

Subsequent to March 31, 2018, in anticipation of these loan acquisitions, the Company increased the capacity on both of its FFELP warehouse facilities to a total of $2.3 billion. In addition to the FFELP warehouse facilities, the Company used operating cash and the Company's unsecured line of credit to fund these loan acquisitions.

As of May 8, 2018, there was $190.0 million outstanding on the Company's $350.0 million unsecured line of credit and $160.0 million was available for future use; in addition, there was $2.1 billion outstanding on the FFELP warehouse facilities and $0.2 billion was available for future use.

The Company plans to fund additional loan acquisitions using current cash and investments; using its Union Bank participation agreement (as described below); using its FFELP warehouse facilities (as described above); establishing new warehouse facilities; and continuing to access the asset-backed securities market.

Union Bank Participation Agreement

The Company maintains an agreement with Union Bank, a related party, as trustee for various grantor trusts, under which Union Bank has agreed to purchase from the Company participation interests in student loans. As of March 31, 2018, $610.0 million of loans were subject to outstanding participation interests held by Union Bank, as trustee, under this agreement. The agreement automatically renews annually and is terminable by either party upon five business days' notice. This agreement provides beneficiaries of Union Bank’s grantor trusts with access to investments in interests in student loans, while providing liquidity to the Company.  The Company can participate loans to Union Bank to the extent of availability under the grantor trusts, up to $750.0 million or an amount in excess of $750.0 million if mutually agreed to by both parties.  Loans participated under this agreement have been accounted for by the Company as loan sales.  Accordingly, the participation interests sold are not included on the Company’s consolidated balance sheets.

Asset-Backed Securities Transactions

On March 29, 2018, the Company completed an asset-backed securitization totaling $473.8 million (par value). See note 4 of the notes to consolidated financial statements included under Part I, Item I of this report for additional information on this securitization. The proceeds from this transaction were used primarily to refinance student loans included in the Company's FFELP warehouse facilities.

Depending on future market conditions, the Company currently anticipates continuing to access the asset-backed securitization market. Such asset-backed securitization transactions would be used to refinance student loans included in its warehouse facilities, loans purchased from third parties, and/or student loans in its existing asset-backed securitizations.


53



Liquidity Impact Related to Hedging Activities

The Company utilizes derivative instruments to manage interest rate sensitivity. By using derivative instruments, the Company is exposed to market risk which could impact its liquidity. Based on the derivative portfolio outstanding as of March 31, 2018, the Company does not currently anticipate any movement in interest rates having a material impact on its capital or liquidity profile, nor does the Company expect that any movement in interest rates would have a material impact on its ability to meet potential collateral deposits with its counterparties and/or variation margin payments with its third-party clearinghouse. However, if interest rates move materially and negatively impact the fair value of the Company's derivative portfolio or if the Company enters into additional derivatives for which the fair value becomes negative, the Company could be required to deposit additional collateral with its derivative instrument counterparties and/or pay additional variation margin to a third-party clearinghouse. The collateral deposits or variation margin, if significant, could negatively impact the Company's liquidity and capital resources. In addition, clearing requirements require the Company to post amounts of liquid collateral when executing new derivative instruments, which could prevent or limit the Company from utilizing additional derivative instruments to manage interest rate sensitivity and risks. See note 5 of the notes to consolidated financial statements included under Part I, Item 1 of this report for additional information on the Company's derivative portfolio.

Liquidity Impact Related to the Communications Operating Segment

ALLO has made significant investments in its communications network and currently provides fiber directly to homes and businesses in seven Nebraska communities. In 2016, ALLO began to expand its network to make its services available to substantially all commercial and residential premises in Lincoln, Nebraska, and currently plans to expand to additional communities in Nebraska and Colorado over the next several years. For the three months ended March 31, 2018, ALLO's capital expenditures were $17.9 million. The Company anticipates total ALLO network capital expenditures for the remainder of 2018 (April 1, 2018 - December 31, 2018) will be approximately $65.0 million. However, this amount could change based on customer demand for ALLO's services. As of December 31, 2017, ALLO had a $270.0 million line of credit with Nelnet, Inc. (parent company) that ALLO used for its operating activities and capital expenditures. The outstanding amount owed by ALLO to Nelnet, Inc. and the related interest expense incurred by ALLO and the interest income recognized by Nelnet, Inc. under this line of credit was eliminated in the Company's consolidated financial statements. On January 1, 2018, ALLO received funds contributed by Nelnet, Inc. for a non-participating capital interest in ALLO that has a preferred return.  ALLO used the proceeds from this capital contribution to pay off all of the outstanding balance on its line of credit with Nelnet, Inc., including all accrued and unpaid interest on such line of credit.  For financial reporting purposes, the capital interest recorded by ALLO is classified as debt and such debt and the preferred return paid to Nelnet, Inc. on the capital interest (reflected as interest expense for ALLO) is eliminated in the consolidated financial statements. 

The Company currently plans to use cash from operating activities and its third-party unsecured line of credit to fund ALLO's capital expenditures.

Other Debt Facilities

As discussed above, the Company has a $350.0 million unsecured line of credit with a maturity date of December 12, 2021.  As of March 31, 2018 and May 8, 2018, the unsecured line of credit had $150.0 million and $190.0 million, respectively, outstanding and $200.0 million and $160.0 million, respectively, was available for future use. Upon the maturity date in 2021, there can be no assurance that the Company will be able to maintain this line of credit, increase the amount outstanding under the line, or find alternative funding if necessary.

The Company has issued Junior Subordinated Hybrid Securities (the "Hybrid Securities") that have a final maturity of September 15, 2061. The Hybrid Securities are unsecured obligations of the Company. As of March 31, 2018, the outstanding balance of Hybrid Securities was $20.4 million.

The Company has other notes payable included in its consolidated financial statements which were issued by partnerships in connection with the development of certain real estate projects in Lincoln, Nebraska. Although the Company's ownership of these partnerships are 50 percent or less, because the Company was the developer of and current tenant in these buildings, the operating results of these partnerships are included in the Company's consolidated financial statements. Recourse on the outstanding balance of these notes is equal to the Company's ownership percentage in each individual partnership. The total amount of real estate debt outstanding issued by these partnerships and included in the Company's consolidated financial statements as of March 31, 2018 was $29.5 million, of which $9.7 million was recourse to the Company.

54



Debt Repurchases

Due to the Company's positive liquidity position and opportunities in the capital markets, the Company has repurchased its own debt over the last several years, and may continue to do so in the future. See note 5 of the notes to consolidated financial statements included in the 2017 Annual Report for information on debt repurchased by the Company during the years 2015 through 2017 and note 4 of the notes to consolidated financial statements included under Part I, Item 1 of this report for information on debt repurchased by the Company during the three months ended March 31, 2018.

Stock Repurchases

The Board of Directors has authorized a stock repurchase program to repurchase up to a total of five million shares of the Company's Class A common stock during the three-year period ending May 25, 2019. Shares may be repurchased from time to time depending on various factors, including share prices and other potential uses of liquidity. Shares repurchased by the Company during the three months ended March 31, 2018 are shown below. Certain of these repurchases were made pursuant to a trading plan adopted by the Company in accordance with Rule 10b5-1 under the Securities Exchange Act of 1934. For additional information on stock repurchases during the first quarter of 2018, see "Stock Repurchases" under Part II, Item 2 of this report.
 
Total shares repurchased
 
Purchase price (in thousands)
 
Average price of shares repurchased (per share)
 
 
 
Quarter ended March 31, 2018
222,174

 
$
11,418

 
51.39


Dividends

On March 15, 2018, the Company paid a first quarter 2018 cash dividend on the Company's Class A and Class B common stock of $0.16 per share. In addition, the Company's Board of Directors has declared a second quarter 2018 cash dividend on the Company's outstanding shares of Class A and Class B common stock of $0.16 per share. The second quarter cash dividend will be paid on June 15, 2018 to shareholders of record at the close of business on June 1, 2018.

The Company currently plans to continue making regular quarterly dividend payments, subject to future earnings, capital requirements, financial condition, and other factors.  In addition, the payment of dividends is subject to the terms of the Company’s outstanding Hybrid Securities, which generally provide that if the Company defers interest payments on those securities it cannot pay dividends on its capital stock.

Off-Balance Sheet Arrangements

The Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on its financial condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources that are material to investors.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Management's Discussion and Analysis of Financial Condition and Results of Operations addresses the Company's consolidated financial statements, which have been prepared in accordance with GAAP. A discussion of the Company's critical accounting policies, which include allowance for loan losses, income taxes, and accounting for derivatives can be found in the Company's 2017 Annual Report. There were no significant changes to these critical accounting policies during the first three months of 2018.

RECENT ACCOUNTING PRONOUNCEMENTS

Leases
In February 2016, the FASB issued accounting guidance regarding the accounting for leases. The new standard will require the identification of arrangements that should be accounted for as leases by lessees and the disclosure of key information about leasing arrangements. In general, lease arrangements exceeding a twelve-month term will be recognized as assets and liabilities on the balance sheet of the lessee. A right-of-use (ROU) asset and lease obligation will be recorded for all leases, whether operating or financing, while the income statement will reflect lease expense for operating leases and amortization/interest expense for financing leases. The balance sheet amount recorded for existing leases at the date of adoption must be calculated using the applicable incremental borrowing rate at the date of adoption. The standard requires the use of the modified retrospective transition method, which will require adjustment to all comparative periods presented with certain practical expedients available. It will be effective

55



for the Company beginning January 1, 2019 with early adoption permitted. The Company currently expects to adopt the new standard on its effective date and to elect all of the standard's available practical expedients on adoption. While the Company is continuing to evaluate the impact this pronouncement will have on its ongoing financial reporting, it currently believes the most significant changes will relate to the recognition of new ROU assets and lease liabilities on its balance sheet primarily for office operating leases and the derecognition of existing assets and liabilities for certain sale-leaseback transactions arising from build-to-suit lease arrangements for which construction is complete and the Company is leasing the constructed assets that currently do not qualify for sale accounting.
Allowance for Loan Losses
In June 2016, the FASB issued accounting guidance regarding the measurement of credit losses on financial instruments, which will change the way entities recognize impairment of many financial assets by requiring immediate recognition of estimated credit losses expected to occur over the asset's remaining life. The Company currently uses an incurred loss model when calculating its allowance for loan losses. As a result, the Company expects the new guidance will increase the allowance for loan losses. This guidance will be effective for the Company beginning January 1, 2020. Early application is permitted beginning January 1, 2019. This standard represents a significant departure from existing GAAP, and may result in significant changes to the Company's accounting for the allowance for loan losses. The Company is evaluating the impact this pronouncement will have on its ongoing financial reporting.
Hedging Activities
In August 2017, the FASB issued accounting guidance to better align risk management activities and financial reporting for hedging relationships through changes to both the designation and measurement guidance for qualifying hedging relationships and the presentation of hedge results. The amendments expand and refine hedge accounting for both nonfinancial and financial risk components and in some situations better align the recognition and presentation of the effects of the hedging instrument and the hedged item in the financial statements. This guidance will be effective for the Company beginning January 1, 2019 with early adoption permitted. The Company is evaluating the impact this pronouncement will have on its ongoing financial reporting.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
(All dollars are in thousands, except share amounts, unless otherwise noted)

Interest Rate Risk

The Company’s primary market risk exposure arises from fluctuations in its borrowing and lending rates, the spread between which could impact the Company due to shifts in market interest rates.

The following table sets forth the Company’s loan assets and debt instruments by rate characteristics:
 
As of March 31, 2018
 
As of December 31, 2017
 
Dollars
 
Percent
 
Dollars
 
Percent
Fixed-rate loan assets
$
3,982,513

 
18.3
%
 
$
4,966,125

 
22.6
%
Variable-rate loan assets
17,751,200

 
81.7

 
17,029,752

 
77.4

Total
$
21,733,713

 
100.0
%
 
$
21,995,877

 
100.0
%
 
 
 
 
 
 
 
 
Fixed-rate debt instruments
$
94,548

 
0.4
%
 
$
101,002

 
0.5
%
Variable-rate debt instruments
21,487,246

 
99.6

 
21,626,125

 
99.5

Total
$
21,581,794

 
100.0
%
 
$
21,727,127

 
100.0
%

FFELP loans originated prior to April 1, 2006 generally earn interest at the higher of the borrower rate, which is fixed over a period of time, or a floating rate based on the special allowance payment ("SAP") formula set by the Department. The SAP rate is based on an applicable index plus a fixed spread that depends on loan type, origination date, and repayment status. The Company generally finances its student loan portfolio with variable rate debt. In low and/or declining interest rate environments, when the fixed borrower rate is higher than the SAP rate, the Company’s student loans earn at a fixed rate while the interest on the variable rate debt typically continues to reflect the low and/or declining interest rates. In these interest rate environments, the Company may earn additional spread income that it refers to as floor income.

Depending on the type of loan and when it was originated, the borrower rate is either fixed to term or is reset to an annual rate each July 1. As a result, for loans where the borrower rate is fixed to term, the Company may earn floor income for an extended

56



period of time, which the Company refers to as fixed rate floor income, and for those loans where the borrower rate is reset annually on July 1, the Company may earn floor income to the next reset date, which the Company refers to as variable rate floor income. All FFELP loans first originated on or after April 1, 2006 effectively earn at the SAP rate, since lenders are required to rebate fixed rate floor income and variable rate floor income for those loans to the Department.

No variable-rate floor income was earned by the Company during the three months ended March 31, 2018 and 2017. A summary of fixed rate floor income earned by the Company follows.
 
Three months ended March 31,
 
2018
 
2017
Fixed rate floor income, gross
$
17,247

 
32,132

Derivative settlements (a)
8,590

 
(120
)
Fixed rate floor income, net
$
25,837

 
32,012


(a)
Includes settlement payments on derivatives used to hedge student loans earning fixed rate floor income.

Gross fixed rate floor income decreased for the three months ended March 31, 2018 as compared to the same period in 2017 due to an increase in interest rates.

Absent the use of derivative instruments, a rise in interest rates may reduce the amount of floor income received and this may have an impact on earnings due to interest margin compression caused by increasing financing costs, until such time as the federally insured loans earn interest at a variable rate in accordance with their special allowance payment formulas. In higher interest rate environments, where the interest rate rises above the borrower rate and fixed rate loans effectively become variable rate loans, the impact of the rate fluctuations is reduced.


57



The following graph depicts fixed rate floor income for a borrower with a fixed rate of 6.75% and a SAP rate of 2.64%.
image52.jpgThe following table shows the Company’s federally insured student loan assets that were earning fixed rate floor income as of March 31, 2018.
Fixed interest rate range
 
Borrower/lender weighted average yield
 
Estimated variable conversion rate (a)
 
Loan balance
4.0 - 4.49%
 
4.37
%
 
1.73
%
 
$
192,739

4.5 - 4.99%
 
4.72
%
 
2.08
%
 
794,520

5.0 - 5.49%
 
5.22
%
 
2.58
%
 
528,806

5.5 - 5.99%
 
5.67
%
 
3.03
%
 
361,646

6.0 - 6.49%
 
6.19
%
 
3.55
%
 
414,041

6.5 - 6.99%
 
6.70
%
 
4.06
%
 
398,619

7.0 - 7.49%
 
7.17
%
 
4.53
%
 
142,270

7.5 - 7.99%
 
7.71
%
 
5.07
%
 
242,499

8.0 - 8.99%
 
8.18
%
 
5.54
%
 
553,788

> 9.0%
 
9.05
%
 
6.41
%
 
195,478

 
 
 
 
 
 
$
3,824,406


(a)
The estimated variable conversion rate is the estimated short-term interest rate at which loans would convert to a variable rate. As of March 31, 2018, the weighted average estimated variable conversion rate was 3.59% and the short-term interest rate was 168 basis points.


58



The following table summarizes the outstanding derivative instruments as of March 31, 2018 used by the Company to economically hedge loans earning fixed rate floor income.
Maturity
 
Notional amount
 
Weighted average fixed rate paid by the Company (a)
 
 
2018
 
$
1,250,000

 
1.08
%
2019
 
3,250,000

 
0.97

2020
 
1,500,000

 
1.01

2023
 
750,000

 
2.28

2024
 
300,000

 
2.28

2025
 
100,000

 
2.32

2027
 
50,000

 
2.32

2028
 
100,000

 
3.03

 
 
$
7,300,000

 
1.24
%
(a)
For all interest rate derivatives, the Company receives discrete three-month LIBOR.
In addition, on August 20, 2014, the Company paid $9.1 million for an interest rate swap option to economically hedge loans earning fixed rate floor income. The interest rate swap option gives the Company the right, but not the obligation, to enter into a $250.0 million notional interest rate swap in which the Company would pay a fixed amount of 3.30% and receive discrete one-month LIBOR. If the interest rate swap option is exercised, the swap would become effective on August 21, 2019 and mature on August 21, 2024.

The Company is also exposed to interest rate risk in the form of basis risk and repricing risk because the interest rate characteristics of the Company’s assets do not match the interest rate characteristics of the funding for those assets. The following table presents the Company’s FFELP student loan assets and related funding for those assets arranged by underlying indices as of March 31, 2018.
Index
 
Frequency of variable resets
 
Assets
 
Funding of student loan assets
1 month LIBOR (a)
 
Daily
 
$
19,770,955

 

3 month H15 financial commercial paper
 
Daily
 
1,071,661

 

3 month Treasury bill
 
Daily
 
618,932

 

3 month LIBOR (a)
 
Quarterly
 

 
11,329,237

1 month LIBOR
 
Monthly
 

 
8,803,757

Auction-rate (b)
 
Varies
 

 
766,948

Asset-backed commercial paper (c)
 
Varies
 

 
339,063

Other (d)
 
 
 
1,164,321

 
1,386,864

 
 
 
 
$
22,625,869

 
22,625,869


(a)
The Company has certain basis swaps outstanding in which the Company receives three-month LIBOR and pays one-month LIBOR plus or minus a spread as defined in the agreements (the "1:3 Basis Swaps"). The Company entered into these derivative instruments to better match the interest rate characteristics on its student loan assets and the debt funding such assets. The following table summarizes the 1:3 Basis Swaps outstanding as of March 31, 2018.

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Maturity
 
Notional amount
2018
 
$
1,750,000

2019
 
3,500,000

2022
 
1,000,000

2023
 
750,000

2024
 
250,000

2026
 
1,150,000

2027
 
375,000

2028
 
325,000

2029
 
100,000

2031
 
300,000

 
 
$
9,500,000

The weighted average rate paid by the Company on the 1:3 Basis Swaps as of March 31, 2018 was one-month LIBOR plus 10.6 basis points.

(b)
As of March 31, 2018, the Company was sponsor for $766.9 million of asset backed securities that are set and periodically reset via a "dutch auction" (“Auction Rate Securities”). The Auction Rate Securities generally pay interest to the holder at a maximum rate as defined by the indenture. While these rates will vary, they will generally be based on a spread to LIBOR or Treasury Securities, or the Net Loan Rate as defined in the financing documents.

(c)
The interest rates on the Company's warehouse facilities are indexed to asset-backed commercial paper rates.

(d)
Assets include accrued interest receivable and restricted cash.  Funding represents overcollateralization (equity) and other liabilities included in FFELP asset-backed securitizations and warehouse facilities.

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Sensitivity Analysis

The following tables summarize the effect on the Company’s earnings, based upon a sensitivity analysis performed by the Company assuming hypothetical increases in interest rates of 100 basis points and 300 basis points while funding spreads remain constant. In addition, a sensitivity analysis was performed assuming the funding index increases 10 basis points and 30 basis points while holding the asset index constant, if the funding index is different than the asset index. The sensitivity analysis was performed on the Company’s variable rate assets (including loans earning fixed rate floor income) and liabilities. The analysis includes the effects of the Company’s interest rate and basis swaps in existence during these periods.
 
Interest rates
 
Asset and funding index mismatches
 
Change from increase of 100 basis points
 
Change from increase of 300 basis points
 
Increase of 10 basis points
 
Increase of 30 basis points
 
 
 
 
Dollars
 
Percent
 
Dollars
 
Percent
 
Dollars
 
Percent
 
Dollars
 
Percent
 
Three months ended March 31, 2018
Effect on earnings:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Decrease in pre-tax net income before impact of derivative settlements
$
(5,120
)
 
(3.4
)%
 
$
(7,990
)
 
(5.4
)%
 
$
(2,914
)
 
(2.0
)%
 
$
(8,742
)
 
(5.9
)%
Impact of derivative settlements
15,738

 
10.6

 
47,215

 
31.7

 
1,797

 
1.3

 
5,392

 
3.7

Increase (decrease) in net income before taxes
$
10,618

 
7.2
 %
 
$
39,225

 
26.3
 %
 
$
(1,117
)
 
(0.7
)%
 
$
(3,350
)
 
(2.2
)%
Increase (decrease) in basic and diluted earnings per share
$
0.20

 
 
 
$
0.73

 
 
 
$
(0.02
)
 
 
 
$
(0.06
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Three months ended March 31, 2017
Effect on earnings:
 
 
 
 
 
 
 
 
 
 
 
 
 

 
 

Decrease in pre-tax net income before impact of derivative settlements
$
(11,293
)
 
(14.7
)%
 
$
(19,605
)
 
(25.6
)%
 
$
(3,558
)
 
(4.6
)%
 
$
(10,674
)
 
(13.9
)%
Impact of derivative settlements
15,391

 
20.0

 
46,172

 
60.2

 
717

 
0.9

 
2,150

 
2.8

Increase (decrease) in net income before taxes
$
4,098

 
5.3
 %
 
$
26,567

 
34.6
 %
 
$
(2,841
)
 
(3.7
)%
 
$
(8,524
)
 
(11.1
)%
Increase (decrease) in basic and diluted earnings per share
$
0.06

 
 
 
$
0.39

 
 
 
$
(0.04
)
 
 
 
$
(0.12
)
 
 
 
Financial Statement Impact – Derivatives and Foreign Currency Transaction Adjustments

For a table summarizing the effect of derivative instruments in the consolidated statements of income, including the components of "derivative market value and foreign currency transaction adjustments and derivative settlements, net" included in the consolidated statements of income, see note 5 of the notes to consolidated financial statements included under Part I, Item 1 of this report.


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ITEM 4.  CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Under supervision and with the participation of certain members of the Company’s management, including the chief executive and chief financial officers, the Company completed an evaluation of the effectiveness of the design and operation of its disclosure controls and procedures (as defined in SEC Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934). Based on this evaluation, the Company’s principal executive and principal financial officers concluded that the disclosure controls and procedures were effective as of the end of the period covered by this report to provide reasonable assurance that information required to be disclosed in reports the Company files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized, and reported, within the time periods specified in the SEC's rules and forms, and is accumulated and communicated to the Company's management, including the chief executive and chief financial officers, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

Beginning January 1, 2018, the Company implemented ASC Topic 606, Revenue from Contracts with Customers. Although the new revenue standard is expected to have an immaterial impact on the Company's revenue recognition patterns and ongoing net income, management did implement changes to its processes related to revenue recognition and the control activities within them. These included the development of new policies based on the five-step model provided in the new revenue standard, new training, ongoing contract review requirements, and gathering of information provided for disclosures. There were no other changes in the Company's internal control over financial reporting during the Company's last fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

There have been no material changes from the information set forth in the Legal Proceedings section of the Company's Annual Report on Form 10-K for the year ended December 31, 2017 under Item 3 of Part I of such Form 10-K.

ITEM 1A.  RISK FACTORS

There have been no material changes from the risk factors described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017 in response to Item 1A of Part I of such Form 10-K.

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ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Stock Repurchases

The following table summarizes the repurchases of Class A common stock during the first quarter of 2018 by the Company or any “affiliated purchaser” of the Company, as defined in Rule 10b-18(a)(3) under the Securities Exchange Act of 1934. Certain share repurchases included in the table below were made pursuant to a trading plan adopted by the Company in accordance with Rule 10b5-1 under the Securities Exchange Act of 1934.
Period
 
Total number of shares purchased (a)
 
Average price paid per share
 
Total number of shares purchased as part of publicly announced plans or programs (b)
 
Maximum number of shares that may yet be purchased under the plans or programs (b)
January 1 - January 31, 2018
 
310

 
$
53.87

 

 
3,142,407

February 1 - February 28, 2018
 
134,444

 
50.38

 
134,444

 
3,007,963

March 1 - March 31, 2018
 
87,420

 
52.95

 
65,372

 
2,942,591

Total
 
222,174

 
$
51.39

 
199,816

 
 


(a)
The total number of shares includes: (i) shares repurchased pursuant to the stock repurchase program discussed in footnote (b) below; and (ii) shares owned and tendered by employees to satisfy tax withholding obligations upon the vesting of restricted shares. Shares of Class A common stock tendered by employees to satisfy tax withholding obligations included 310 shares, 0 shares, and 22,048 shares in January, February, and March, respectively. Unless otherwise indicated, shares owned and tendered by employees to satisfy tax withholding obligations were purchased at the closing price of the Company’s shares on the date of vesting.

(b)
On August 4, 2016, the Company announced that its Board of Directors authorized a new stock repurchase program in May 2016 to repurchase up to a total of five million shares of the Company's Class A common stock during the three-year period ending May 25, 2019.

Working capital and dividend restrictions/limitations

The Company's $350.0 million unsecured line of credit, which is available through December 12, 2021, imposes restrictions on the payment of dividends through covenants requiring a minimum consolidated net worth and a minimum level of unencumbered cash, cash equivalent investments, and available borrowing capacity under the line of credit. In addition, trust indentures and other financing agreements governing debt issued by the Company's education lending subsidiaries generally have limitations on the amounts of funds that can be transferred to the Company by its subsidiaries through cash dividends at certain times. Further, the payment of dividends by the Company is subject to the terms of the Company's outstanding junior subordinated hybrid securities, which generally provide that if the Company defers interest payments on those securities it cannot pay dividends on its capital stock. These provisions do not currently materially limit the Company's ability to pay dividends, and, based on the Company's current financial condition and recent results of operations, the Company does not currently anticipate that these provisions will materially limit the future payment of dividends.


63



ITEM 6.  EXHIBITS
 
2.1
 
 
2.2
 
 
10.1*±
 
 
31.1*
 
 
31.2*
 
 
32**
 
 
101.INS*
XBRL Instance Document
 
 
101.SCH*
XBRL Taxonomy Extension Schema Document
 
 
101.CAL*
XBRL Taxonomy Extension Calculation Linkbase Document
 
 
101.DEF*
XBRL Taxonomy Extension Definition Linkbase Document
 
 
101.LAB*
XBRL Taxonomy Extension Label Linkbase Document
 
 
101.PRE*
XBRL Taxonomy Extension Presentation Linkbase Document
 
 
*   Filed herewith
** Furnished herewith
± Certain portions of this exhibit have been redacted pursuant to a request for confidential treatment and have been filed separately with the U.S. Securities and Exchange Commission.

64



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.
 
 
 
NELNET, INC.
 
 
 
 
 
 
Date:
May 8, 2018
By:
/s/ JEFFREY R. NOORDHOEK
 
 
 
Name:
Jeffrey R. Noordhoek
 
 
 
Title:
Chief Executive Officer
Principal Executive Officer
 
 
 
 
 
 
 
 
By:
/s/ JAMES D. KRUGER
 
Date:
May 8, 2018
Name:
James D. Kruger
 
 
 
Title: 
Chief Financial Officer
Principal Financial Officer and Principal Accounting Officer
 



65