Nelnet(NNI) - 2020 Q1 - Quarterly Report

PART I. FINANCIAL INFORMATION This section presents Nelnet, Inc.'s unaudited consolidated financial statements for Q1 2020, detailing financial position, performance, cash flows, and key accounting policies including CECL adoption ITEM 1. FINANCIAL STATEMENTS This section provides Nelnet's unaudited consolidated financial statements for Q1 2020, covering balance sheets, income, equity, cash flows, and notes on accounting policies and segment performance Consolidated Balance Sheets This section presents Nelnet's consolidated balance sheets, detailing assets, liabilities, and equity at March 31, 2020, and December 31, 2019 | Metric | March 31, 2020 (in thousands) | December 31, 2019 (in thousands) | | :------------------------------------------------ | :----------------------------- | :------------------------------ | | Total Assets | $23,280,628 | $23,708,970 | | Loans and accrued interest receivable (net) | $21,158,208 | $21,402,868 | | Total Liabilities | $20,954,828 | $21,317,876 | | Total Equity | $2,325,800 | $2,391,094 | - Total assets decreased by $428.3 million from December 31, 2019, to March 31, 2020, primarily driven by a reduction in loans and accrued interest receivable[11] Consolidated Statements of Operations This section outlines Nelnet's consolidated statements of operations, presenting revenues, expenses, and net income for Q1 2020 and Q1 2019 | Metric | Three months ended March 31, 2020 (in thousands) | Three months ended March 31, 2019 (in thousands) | | :------------------------------------------------ | :--------------------------------------------- | :--------------------------------------------- | | Total interest income | $189,191 | $250,586 | | Net interest income | $55,073 | $58,816 | | Provision for loan losses | $76,299 | $7,000 | | Net interest income after provision for loan losses | $(21,226) | $51,816 | | Total other income/expense | $190,626 | $206,128 | | Total operating expenses | $190,910 | $179,088 | | Net (loss) income attributable to Nelnet, Inc. | $(40,532) | $41,591 | | Earnings per common share (basic and diluted) | $(1.01) | $1.03 | - The company reported a net loss of $40.5 million for Q1 2020, a significant decline from a net income of $41.6 million in Q1 2019, primarily due to a substantial increase in provision for loan losses ($76.3 million in 2020 vs. $7.0 million in 2019) and impairment expense ($34.1 million in 2020)[13] Consolidated Statements of Comprehensive (Loss) Income This section details Nelnet's consolidated statements of comprehensive income, showing net loss and other comprehensive loss for Q1 2020 and Q1 2019 | Metric | Three months ended March 31, 2020 (in thousands) | Three months ended March 31, 2019 (in thousands) | | :------------------------------------------------ | :--------------------------------------------- | :--------------------------------------------- | | Net (loss) income | $(39,765) | $41,647 | | Total other comprehensive loss | $(2,113) | $(331) | | Comprehensive (loss) income attributable to Nelnet, Inc. | $(42,645) | $41,260 | - Comprehensive loss attributable to Nelnet, Inc. was $(42.6) million for Q1 2020, a sharp decrease from comprehensive income of $41.3 million in Q1 2019, reflecting the net loss and increased other comprehensive loss[15] Consolidated Statements of Shareholders' Equity This section presents Nelnet's consolidated statements of shareholders' equity, detailing changes in equity components for Q1 2020 | Metric | March 31, 2020 (in thousands) | December 31, 2019 (in thousands) | | :------------------------------------------------ | :----------------------------- | :------------------------------ | | Total Nelnet, Inc. shareholders' equity | $2,320,680 | $2,386,712 | | Retained earnings | $2,310,282 | $2,377,627 | | Accumulated other comprehensive earnings | $859 | $2,972 | - Total Nelnet, Inc. shareholders' equity decreased by $66.0 million from December 31, 2019, to March 31, 2020, primarily due to the net loss, other comprehensive loss, cash dividends, and the impact of adopting the new accounting standard for credit losses[18] Consolidated Statements of Cash Flows This section outlines Nelnet's consolidated statements of cash flows, detailing operating, investing, and financing activities for Q1 2020 and Q1 2019 | Metric | Three months ended March 31, 2020 (in thousands) | Three months ended March 31, 2019 (in thousands) | | :------------------------------------------------ | :--------------------------------------------- | :--------------------------------------------- | | Net cash used in operating activities | $(144,455) | $(139,665) | | Net cash provided by investing activities | $105,672 | $386,301 | | Net cash used in financing activities | $(83,480) | $(387,402) | | Net decrease in cash, cash equivalents, and restricted cash | $(122,263) | $(140,766) | | Cash, cash equivalents, and restricted cash, end of period | $1,100,338 | $1,051,625 | - Net cash used in operating activities increased slightly to $(144.5) million in Q1 2020 from $(139.7) million in Q1 2019. Net cash provided by investing activities significantly decreased to $105.7 million in Q1 2020 from $386.3 million in Q1 2019, while net cash used in financing activities decreased to $(83.5) million from $(387.4) million[21] Notes to Consolidated Financial Statements This section provides detailed notes to Nelnet's consolidated financial statements, explaining significant accounting policies and financial instrument breakdowns 1. Basis of Financial Reporting This section details the basis of Nelnet's financial reporting, including the adoption of the CECL methodology and its impact on financial statements - Nelnet adopted ASC 326 (CECL methodology) on January 1, 2020, using the modified retrospective method, which significantly changed how credit losses are recognized for financial assets measured at amortized cost[32] | Metric | December 31, 2019 (in thousands) | Impact of ASC 326 adoption (in thousands) | January 1, 2020 (in thousands) | | :------------------------------------------------ | :----------------------------- | :---------------------------------------- | :----------------------------- | | Allowance for loan losses | $(61,914) | $(91,014) | $(152,928) | | Retained earnings | $2,377,627 | $(18,868) | $2,358,759 | - Upon adoption of CECL, the allowance for loan losses increased by $91.0 million, and retained earnings decreased by $18.9 million, net of tax[32][34] 2. Loans and Accrued Interest Receivable and Allowance for Loan Losses This section details Nelnet's loans and accrued interest receivable, along with the allowance for loan losses, highlighting changes and forbearance trends | Loan Type | March 31, 2020 (in thousands) | December 31, 2019 (in thousands) | | :------------------------------------------------ | :----------------------------- | :------------------------------ | | Federally insured student loans | $20,185,052 | $20,328,543 | | Private education loans | $274,210 | $244,258 | | Consumer loans | $145,803 | $225,918 | | Total Loans and accrued interest receivable (net) | $21,158,208 | $21,402,868 | | Allowance for loan losses | $(208,868) | $(61,914) | - The allowance for loan losses significantly increased from $61.9 million at December 31, 2019, to $208.9 million at March 31, 2020, primarily due to the adoption of ASC 326 and the impact of the COVID-19 pandemic on expected credit losses[48][49] | Loan Type | Balance at March 31, 2020 (in thousands) | Balance at December 31, 2019 (in thousands) | | :------------------------------------------------ | :------------------------------------- | :-------------------------------------- | | Federally insured loans in forbearance | $2,131,735 (10.6%) | $1,339,821 (6.6%) | | Private education loans in forbearance | $11,428 (4.2%) | $3,108 (1.3%) | - The company sold $124.2 million (par value) of consumer loans in Q1 2020, recognizing an $18.2 million pre-tax gain[46] 3. Bonds and Notes Payable This section outlines Nelnet's bonds and notes payable, including details on FFELP debt, warehouse facilities, and unsecured lines of credit | Debt Type | March 31, 2020 (in thousands) | December 31, 2019 (in thousands) | | :------------------------------------------------ | :----------------------------- | :------------------------------ | | Bonds and notes payable | $20,466,730 | $20,529,054 | | FFELP variable-rate bonds and notes | $19,289,392 | $19,197,624 | | FFELP warehouse facilities | $282,505 | $778,094 | | Unsecured line of credit outstanding | $100,000 | $50,000 | - The company completed three FFELP asset-backed securitizations totaling $1.1 billion in Q1 2020[62] - The private education loan warehouse facility was increased from $100.0 million to $200.0 million in March 2020[64] 4. Derivative Financial Instruments This section describes Nelnet's derivative financial instruments, including notional amounts, fair value changes, and settlement impacts | Derivative Type | Notional Amount (March 31, 2020, in thousands) | | :------------------------------------------------ | :--------------------------------------------- | | 1:3 Basis Swaps | $7,150,000 | | Interest Rate Swaps – Floor Income Hedges | $2,000,000 | | Interest Rate Caps | $775,000 | | Metric | Three months ended March 31, 2020 (in thousands) | Three months ended March 31, 2019 (in thousands) | | :------------------------------------------------ | :--------------------------------------------- | :--------------------------------------------- | | Total settlements - income (expense) | $4,237 | $19,035 | | Total change in fair value - income (expense) | $(20,602) | $(30,574) | | Derivative market value adjustments and derivative settlements, net | $(16,365) | $(11,539) | - Net derivative market value adjustments and settlements resulted in a $(16.4) million expense in Q1 2020, compared to $(11.5) million in Q1 2019, primarily due to changes in fair value of floor income interest rate swaps[77] 5. Investments This section details Nelnet's investment portfolio, including fair values of various asset types and recorded impairment charges | Investment Type | Fair Value (March 31, 2020, in thousands) | Fair Value (December 31, 2019, in thousands) | | :------------------------------------------------ | :---------------------------------------- | :----------------------------------------- | | Student loan asset-backed and other debt securities (AFS) | $57,147 | $52,701 | | Equity securities | $26,163 | $12,900 | | Venture capital and funds | $81,506 | $89,440 | | Real estate and solar | $45,932 | $52,588 | | Beneficial interest in consumer loan securitizations | $34,109 | $33,187 | | Total investments | $253,939 | $247,099 | - The company recorded $34.1 million in pre-tax impairment charges in Q1 2020, including $26.3 million for beneficial interest in consumer loan securitizations and $7.8 million for venture capital investments, due to adverse economic conditions from COVID-19[79] 6. Intangible Assets This section provides information on Nelnet's intangible assets, including customer relationships, trade names, and computer software, along with amortization expense | Intangible Asset Type | March 31, 2020 (net, in thousands) | December 31, 2019 (net, in thousands) | | :------------------------------------------------ | :--------------------------------- | :------------------------------------ | | Customer relationships | $65,257 | $71,900 | | Trade names | $7,207 | $7,478 | | Computer software | $1,663 | $2,154 | | Total amortizable intangible assets, net | $74,127 | $81,532 | - Amortization expense for intangible assets was $7.4 million in Q1 2020, down from $8.5 million in Q1 2019[81] 7. Goodwill This section details Nelnet's goodwill balance across its operating segments, showing stability from December 2019 to March 2020 | Segment | Goodwill Balance (March 31, 2020 & December 31, 2019, in thousands) | | :------------------------------------------------ | :------------------------------------------------------------- | | Loan Servicing and Systems | $23,639 | | Education Technology, Services, and Payment Processing | $70,278 | | Communications | $21,112 | | Asset Generation and Management | $41,883 | | Total Goodwill | $156,912 | - Goodwill remained stable at $156.9 million across all segments from December 31, 2019, to March 31, 2020[82] 8. Property and Equipment This section outlines Nelnet's property and equipment, categorized by non-communications and communications, along with depreciation expense | Category | March 31, 2020 (net, in thousands) | December 31, 2019 (net, in thousands) | | :------------------------------------------------ | :--------------------------------- | :------------------------------------ | | Non-communications, net | $112,630 | $106,902 | | Communications, net | $238,467 | $241,357 | | Total property and equipment, net | $351,097 | $348,259 | - Depreciation expense for property and equipment increased to $20.3 million in Q1 2020 from $15.7 million in Q1 2019[84] 9. Earnings per Common Share This section presents Nelnet's earnings per common share, detailing net income attributable to shareholders and weighted-average shares outstanding | Metric | Three months ended March 31, 2020 | Three months ended March 31, 2019 | | :------------------------------------------------ | :-------------------------------- | :-------------------------------- | | Net (loss) income attributable to Nelnet, Inc. shareholders | $(40,532) | $41,591 | | Weighted-average common shares outstanding | 39,955,514 | 40,373,295 | | Earnings per share - basic and diluted | $(1.01) | $1.03 | - Basic and diluted earnings per share decreased to a loss of $(1.01) in Q1 2020 from income of $1.03 in Q1 2019, reflecting the overall net loss[86] 10. Segment Reporting This section provides a breakdown of Nelnet's financial performance and assets by operating segment, including income before taxes | Segment (Q1 2020) | Income (loss) before income taxes (in thousands) | Total assets (in thousands) | | :------------------------------------------------ | :--------------------------------------------- | :-------------------------- | | Loan Servicing and Systems | $13,623 | $223,021 | | Education Technology, Services, and Payment Processing | $27,352 | $302,631 | | Communications | $(7,284) | $301,440 | | Asset Generation and Management | $(60,945) | $21,905,150 | | Corporate and Other Activities | $(22,646) | $679,390 | | Total Consolidated | $(49,898) | $23,280,628 | - The Asset Generation and Management segment reported a significant loss before income taxes of $(60.9) million in Q1 2020, primarily due to increased provision for loan losses and impairment expense[89] - The Loan Servicing and Systems and Education Technology, Services, and Payment Processing segments remained profitable, while Communications continued to report a loss[89] 11. Disaggregated Revenue and Deferred Revenue This section disaggregates Nelnet's revenue by type and provides details on deferred revenue balances for Q1 2020 and Q1 2019 | Revenue Type | Three months ended March 31, 2020 (in thousands) | Three months ended March 31, 2019 (in thousands) | | :------------------------------------------------ | :--------------------------------------------- | :--------------------------------------------- | | Loan servicing and systems revenue | $112,735 | $114,898 | | Education technology, services, and payment processing revenue | $83,675 | $79,159 | | Communications revenue | $18,181 | $14,543 | | Other income | $8,281 | $9,067 | - Education technology, services, and payment processing revenue increased by 5.7% YoY, while loan servicing and systems revenue decreased by 1.9% YoY[93][94] | Deferred Revenue | March 31, 2020 (in thousands) | March 31, 2019 (in thousands) | | :------------------------------------------------ | :----------------------------- | :----------------------------- | | Balance, end of period | $26,889 | $26,753 | 12. Major Customer This section focuses on Nelnet's major customer, the Department of Education, detailing revenue, contract extensions, and NextGen procurement updates | Servicing Entity | Revenue from Department (Q1 2020, in thousands) | Revenue from Department (Q1 2019, in thousands) | | :------------------------------------------------ | :-------------------------------------------- | :-------------------------------------------- | | Nelnet Servicing, LLC | $38,650 | $39,640 | | Great Lakes Educational Loan Services, Inc. | $46,446 | $47,077 | | Total | $85,096 | $86,717 | - Nelnet's servicing contracts with the Department of Education (DoE) were extended through December 14, 2020, with potential for two additional six-month extensions[101] - The company's proposal for the DoE's NextGen Enhanced Processing Solution (EPS) component was deemed outside the competitive range, leading to a protest filed with the GAO. The Optimal Processing Solution (OPS) component was cancelled by the DoE[103][106] 13. Fair Value This section provides fair value measurements for Nelnet's financial assets and liabilities as of March 31, 2020 | Financial Asset (March 31, 2020) | Fair Value (in thousands) | | :------------------------------------------------ | :------------------------ | | Loans receivable | $19,725,479 | | Accrued loan interest receivable | $766,773 | | Cash and cash equivalents | $204,844 | | Investments (at fair value) | $83,310 | | Beneficial interest in loan securitizations | $37,193 | | Restricted cash | $675,589 | | Restricted cash – due to customers | $219,905 | | Financial Liability (March 31, 2020) | Fair Value (in thousands) | | :------------------------------------------------ | :------------------------ | | Bonds and notes payable | $18,661,338 | | Accrued interest payable | $43,874 | | Due to customers | $219,905 | ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS This section provides management's analysis of Nelnet's Q1 2020 financial condition and results, focusing on COVID-19 impacts, segment performance, liquidity, and strategic initiatives Forward-looking and cautionary statements This section outlines Nelnet's forward-looking statements, emphasizing inherent risks related to the COVID-19 pandemic, student loan contracts, and regulatory changes - The report contains forward-looking statements based on management's expectations, subject to known and unknown risks, including those related to the COVID-19 pandemic, student loan servicing contracts, loan portfolio risks, financing, regulatory changes, and cybersecurity[113][114][115][116] Overview This section provides an overview of Nelnet's diverse business operations, Q1 2020 financial performance, and the significant impacts of the COVID-19 pandemic - Nelnet is a diverse company focused on loan servicing, education technology, services, payment processing, and communications, with significant revenue from federally insured student loans and investments in real estate, early-stage companies, and renewable energy[117] | Metric | Three months ended March 31, 2020 (in thousands) | Three months ended March 31, 2019 (in thousands) | | :------------------------------------------------ | :--------------------------------------------- | :--------------------------------------------- | | GAAP net (loss) income attributable to Nelnet, Inc. | $(40,532) | $41,591 | | Net (loss) income attributable to Nelnet, Inc., excluding derivative market value adjustments | $(24,874) | $64,827 | | GAAP Earnings per share | $(1.01) | $1.03 | | Non-GAAP Earnings per share (excluding derivative market value adjustments) | $(0.62) | $1.61 | - GAAP net income decreased to a net loss in Q1 2020 primarily due to a $63.0 million incremental provision for loan losses and $34.1 million in impairment charges related to COVID-19, partially offset by an $18.2 million gain on loan sales and decreased derivative market value adjustments[121][124] - The COVID-19 pandemic led to significant disruptions, including higher unemployment, lower interest rates, and volatility, impacting various business segments through increased credit losses, reduced loan spread, and operational adjustments like remote work[130][131][132][141][149] - Nelnet Bank received FDIC and Utah Department of Financial Institutions approval for a Utah-chartered industrial bank, intended to focus on the private education loan marketplace with an initial capital commitment of $100.0 million[161][163] Consolidated Results of Operations This section analyzes Nelnet's consolidated results of operations, detailing interest income, expenses, provision for loan losses, and overall net income for Q1 2020 | Metric | Three months ended March 31, 2020 (in thousands) | Three months ended March 31, 2019 (in thousands) | | :------------------------------------------------ | :--------------------------------------------- | :--------------------------------------------- | | Total interest income | $189,191 | $250,586 | | Interest expense | $134,118 | $191,770 | | Net interest income | $55,073 | $58,816 | | Provision for loan losses | $76,299 | $7,000 | | Net interest income after provision for loan losses | $(21,226) | $51,816 | | Total other income/expense | $190,626 | $206,128 | | Total operating expenses | $190,910 | $179,088 | | Net (loss) income attributable to Nelnet, Inc. | $(40,532) | $41,591 | - Net interest income decreased by $3.7 million YoY, primarily due to lower interest rates and a decrease in the average balance of loans, partially offset by increased fixed rate floor income[170] | Other Income Component | Three months ended March 31, 2020 (in thousands) | Three months ended March 31, 2019 (in thousands) | | :------------------------------------------------ | :--------------------------------------------- | :--------------------------------------------- | | Borrower late fee income | $3,188 | $3,512 | | Investment advisory services | $2,802 | $711 | | Management fee revenue | $2,243 | $1,872 | | Gain (loss) on investments, net | $(3,864) | $(427) | | Other | $3,912 | $3,399 | | Total Other Income | $8,281 | $9,067 | Loan Servicing and Systems Operating Segment – Results of Operations This section reviews the financial performance of Nelnet's Loan Servicing and Systems segment, including revenue, net income, and operating margin for Q1 2020 | Metric | Three months ended March 31, 2020 (in thousands) | Three months ended March 31, 2019 (in thousands) | | :------------------------------------------------ | :--------------------------------------------- | :--------------------------------------------- | | Loan servicing and systems revenue | $112,735 | $114,898 | | Net income | $10,354 | $16,651 | | Before tax operating margin | 10.8% | 17.0% | - Loan servicing and systems revenue decreased by $2.2 million YoY, primarily due to fewer borrowers serviced under Department contracts and reduced revenue from TPD Discharge program administration and consolidation loan originations[178] - Net income for the LSS segment decreased by $6.3 million YoY, and operating margin declined from 17.0% to 10.8%, due to increased costs to meet enhanced service and security standards for Department servicing contracts and to develop a new private education and consumer loan servicing system[177] Education Technology, Services, and Payment Processing Operating Segment – Results of Operations This section analyzes the financial performance of Nelnet's Education Technology, Services, and Payment Processing segment, detailing revenue growth and net income | Metric | Three months ended March 31, 2020 (in thousands) | Three months ended March 31, 2019 (in thousands) | | :------------------------------------------------ | :--------------------------------------------- | :--------------------------------------------- | | Education technology, services, and payment processing revenue | $83,675 | $79,159 | | Net income | $20,787 | $18,986 | | Before tax operating margin | 44.9% | 43.0% | - Revenue for this segment increased by $4.5 million YoY, driven by growth in managed tuition payment plans, higher payment volumes, and increased FACTS Student Information System (SIS) software subscriptions[182] - Net interest income for this segment decreased due to lower interest rates in Q1 2020, particularly the significant drop in March 2020 due to COVID-19, which is expected to result in minimal interest income in future periods if rates remain low[180] Communications Operating Segment – Results of Operations This section reviews the financial performance of Nelnet's Communications segment, including revenue, net loss, EBITDA, and customer growth | Metric | Three months ended March 31, 2020 (in thousands) | Three months ended March 31, 2019 (in thousands) | | :------------------------------------------------ | :--------------------------------------------- | :--------------------------------------------- | | Communications revenue | $18,181 | $14,543 | | Net loss | $(5,536) | $(4,810) | | EBITDA | $3,223 | $1,031 | | Capital expenditures | $7,163 | $11,958 | - Communications revenue increased by $3.6 million YoY, driven by additional residential households and businesses served due to network expansion and maturity of existing markets[183] - The segment reported an increased net loss of $(5.5) million in Q1 2020, but EBITDA significantly improved to $3.2 million from $1.0 million in Q1 2019[183] | Residential Customer Information | March 31, 2020 | December 31, 2019 | | :------------------------------------------------ | :------------- | :---------------- | | Households served | 49,684 | 47,744 | | Households passed | 143,505 | 140,986 | | Households served/passed | 34.6% | 33.9% | Asset Generation and Management Operating Segment – Results of Operations This section analyzes the financial performance of Nelnet's Asset Generation and Management segment, focusing on loan portfolio, activity, and spread analysis Loan Portfolio This section details Nelnet's loan portfolio, primarily federally insured, and its weighted average remaining life as of March 31, 2020 - As of March 31, 2020, the company managed a $20.6 billion loan portfolio, primarily federally insured, with a weighted average remaining life of 9.8 years[187] Loan Activity This section outlines Nelnet's loan activity, including acquisitions, repayments, and sales, for Q1 2020 compared to Q1 2019 | Loan Activity | Three months ended March 31, 2020 (in thousands) | Three months ended March 31, 2019 (in thousands) | | :------------------------------------------------ | :--------------------------------------------- | :--------------------------------------------- | | Beginning balance | $20,798,719 | $22,520,498 | | Total loan acquisitions | $459,497 | $340,136 | | Repayments, claims, capitalized interest, and other | $(312,579) | $(504,720) | | Consolidation loans lost to external parties | $(216,327) | $(273,271) | | Consumer loans sold | $(124,245) | — | | Ending balance | $20,605,065 | $22,082,643 | - Total loan acquisitions increased by $119.4 million YoY, while repayments and consolidation loans lost to external parties decreased[188] Allowance for Loan Losses and Loan Delinquencies This section details Nelnet's provision for loan losses and the allowance for loan losses as a percentage of different loan types - Provision for loan losses increased significantly to $76.3 million in Q1 2020 from $7.0 million in Q1 2019, primarily due to a $63.0 million incremental provision for expected defaults from COVID-19 and the adoption of CECL[194] | Loan Type | Allowance for Loan Losses as % of Loans (March 31, 2020) | | :------------------------------------------------ | :------------------------------------------------------- | | Federally insured loans | 0.7% (29.1% of risk sharing component) | | Private education loans | 8.4% | | Consumer loans | 26.8% | Loan Spread Analysis This section provides an analysis of Nelnet's loan spread, including variable, fixed rate floor income, and core loan spread for Q1 2020 | Metric | Three months ended March 31, 2020 | Three months ended March 31, 2019 | | :------------------------------------------------ | :-------------------------------- | :-------------------------------- | | Variable loan spread | 0.62% | 0.80% | | Fixed rate floor income, net of settlements on derivatives | 0.40% | 0.50% | | Core loan spread | 1.02% | 1.30% | | Average balance of loans (in thousands) | $20,793,758 | $22,313,270 | - Core loan spread decreased from 1.30% in Q1 2019 to 1.02% in Q1 2020, primarily due to a widening of the basis between asset and debt indices and lower interest rates caused by COVID-19[197][201] - Gross fixed rate floor income increased to $18.8 million in Q1 2020 from $10.4 million in Q1 2019 due to lower interest rates, but net fixed rate floor income (after derivative settlements) decreased to $20.9 million from $27.1 million[202][255] Interest Rate Risk - Replacement of LIBOR as a Benchmark Rate This section discusses the significant uncertainty surrounding the replacement of LIBOR after 2021 and its potential impact on Nelnet's financial instruments - Significant uncertainty exists regarding the availability of LIBOR after 2021, which could lead to substantial changes in interest rate characteristics for the company's LIBOR-indexed assets, funding, and derivative instruments[204] Summary and Comparison of Operating Results This section summarizes and compares the operating results of the Asset Generation and Management segment, highlighting the shift to a net loss in Q1 2020 | Metric | Three months ended March 31, 2020 (in thousands) | Three months ended March 31, 2019 (in thousands) | | :------------------------------------------------ | :--------------------------------------------- | :--------------------------------------------- | | Net interest income after provision for loan losses | $(23,622) | $51,068 | | Gain on sale of loans | $18,206 | — | | Impairment expense | $(26,303) | — | | Net (loss) income | $(46,318) | $20,180 | | Net (loss) income, excluding derivative market value adjustments | $(30,660) | $43,416 | - The AGM segment's net income shifted to a net loss of $(46.3) million in Q1 2020 from a net income of $20.2 million in Q1 2019, primarily due to the impairment of beneficial interest in consumer loan securitizations and increased provision for loan losses related to COVID-19[206] Liquidity and Capital Resources This section details Nelnet's liquidity and capital resources, including cash, investments, credit facilities, and planned uses of capital - As of March 31, 2020, Nelnet had $204.8 million in cash and cash equivalents, $57.1 million in available-for-sale investments, and $355.0 million available under its $455.0 million unsecured line of credit[209][210] - The company expects future undiscounted cash flows from its asset-backed securitization portfolio to be approximately $2.27 billion, with $1.57 billion generated over the next six years[220] - The company plans to use its liquidity for loan acquisitions, strategic investments, ALLO network expansion, and capital management initiatives like stock repurchases and dividends[212][215] | Stock Repurchase Activity | Q1 2020 | | :------------------------------------------------ | :------ | | Total shares repurchased | 24,885 | | Average price paid per share | $50.36 | | Shares authorized for repurchase (as of May 7, 2020) | 4,012,773 | - The Board declared a Q2 2020 cash dividend of $0.20 per share, maintaining regular quarterly payments, subject to financial performance and debt covenants[248][249] ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK This section details Nelnet's market risk exposure, primarily interest rate risk, including sensitivity analysis, derivative impacts, and the uncertainty of LIBOR replacement Interest Rate Risk This section describes Nelnet's interest rate risk, focusing on the spread between variable-rate student loan assets and variable-rate debt, and the impact of fixed rate floor income | Asset/Debt Type | March 31, 2020 (Dollars in thousands) | December 31, 2019 (Dollars in thousands) | | :------------------------------------------------ | :------------------------------------ | :------------------------------------- | | Fixed-rate loan assets | $4,434,949 (21.5%) | $3,647,365 (17.5%) | | Variable-rate loan assets | $16,170,116 (78.5%) | $17,151,354 (82.5%) | | Fixed-rate debt instruments | $820,042 (4.0%) | $562,203 (2.7%) | | Variable-rate debt instruments | $19,915,728 (96.0%) | $20,240,977 (97.3%) | - The company's primary market risk is from fluctuations in borrowing and lending rates, particularly the spread between variable-rate student loan assets (indexed to one-month LIBOR) and variable-rate debt (indexed to one-month or three-month LIBOR)[250][252][262] - Gross fixed rate floor income increased in Q1 2020 due to lower interest rates, but derivative settlements decreased, partially offsetting the benefit[256][258] Sensitivity Analysis This section provides a sensitivity analysis of Nelnet's pre-tax net income and EPS to hypothetical changes in interest rates and funding index mismatch | Scenario (Q1 2020) | Effect on pre-tax net income (in thousands) | Effect on basic/diluted EPS | | :------------------------------------------------ | :------------------------------------------ | :-------------------------- | | +100 basis points in interest rates | $(3,499) | $(0.11) | | +300 basis points in interest rates | $(5,564) | $(0.07) | | +10 basis points in funding index mismatch | $(383) | $(0.01) | | +30 basis points in funding index mismatch | $(1,150) | $(0.02) | - A hypothetical 100 basis point increase in interest rates would decrease pre-tax net income by $3.5 million and EPS by $(0.11) for Q1 2020, considering derivative impacts[267] Financial Statement Impact – Derivatives This section refers to Note 4 for details on the financial statement impact of Nelnet's derivative instruments - The financial statement impact of derivative instruments, including derivative market value adjustments and settlements, is detailed in Note 4 to the consolidated financial statements[268] ITEM 4. CONTROLS AND PROCEDURES This section confirms the effectiveness of Nelnet's disclosure controls and details internal control modifications due to CECL adoption, noting no material impact from remote work Disclosure Controls and Procedures This section confirms the effectiveness of Nelnet's disclosure controls and procedures as of March 31, 2020 - The company's disclosure controls and procedures were evaluated and deemed effective as of March 31, 2020[269] Changes in Internal Control over Financial Reporting This section outlines significant modifications to Nelnet's internal control over financial reporting due to CECL adoption and the lack of material impact from remote work - Significant modifications were made to internal control over financial reporting due to the adoption of ASC 326 (CECL) on January 1, 2020, including updated policies for allowance for loan losses, risk assessment, and data documentation[270] - No other material changes to internal control over financial reporting occurred in Q1 2020, and the company has not experienced material impact despite the majority of employees working remotely due to COVID-19[272] PART II. OTHER INFORMATION This section provides additional information, including legal proceedings, updated risk factors, equity security sales, and a list of exhibits filed with the report ITEM 1. LEGAL PROCEEDINGS This section confirms no material changes to legal proceedings since the company's 2019 Annual Report on Form 10-K - No material changes in legal proceedings were reported compared to the 2019 Annual Report[274] ITEM 1A. RISK FACTORS This section updates risk factors from the 2019 Annual Report, emphasizing COVID-19 impacts on credit, interest rate, operational, and liquidity risks, plus Department of Education contract uncertainties The COVID-19 pandemic has adversely impacted our results of operations, and could continue to adversely impact our results of operations, as well as adversely impact our businesses, financial condition, and/or cash flows. This section details the adverse impacts of the COVID-19 pandemic on Nelnet's operations, including increased credit and interest rate risks, operational challenges, and liquidity concerns - The COVID-19 pandemic has caused significant disruptions, leading to higher unemployment, lower interest rates, and market volatility, adversely impacting Nelnet's Q1 2020 results and posing ongoing risks[275] - Credit risks increased due to expected financial hardship for borrowers, resulting in a $63.0 million increase in loan loss provision and a $26.3 million impairment charge on consumer loan securitizations in Q1 2020[276][277] - Interest rate risks include volatility and compression of student loan spread due to declining rates, potentially increasing funding costs and negatively affecting market risk mitigation strategies[278][279] - Operational risks include challenges from a largely remote workforce, potential cybersecurity risks, and decreased demand for education services due to declining school enrollments[280][281] - The CARES Act suspended federal student loan payments and interest accruals until September 30, 2020, impacting servicing revenue recognition timing, and Nelnet is proactively providing relief for its FFELP, private, and consumer loan borrowers[282][283] - While current liquidity is strong, prolonged adverse COVID-19 impacts could materially affect liquidity, capital resources, cash flows, and potentially lead to a reduction or suspension of dividend payments[285] Our largest fee-based customer, the Department of Education, represented 30 percent of our revenue in 2019. Failure to extend the Department contracts or obtain new Department contracts for different components, our inability to consistently surpass competitor performance metrics, or unfavorable contract modifications or interpretations, could significantly lower servicing revenue and hinder future service opportunities. This section highlights the significant risk associated with Nelnet's reliance on the Department of Education, including contract expiration, NextGen procurement failures, and potential revenue reductions - The Department of Education (DoE) accounted for 30% of Nelnet's 2019 revenue, with current servicing contracts expiring December 14, 2020, and potential extensions through December 14, 2021[287][288] - Nelnet's proposal for the DoE's NextGen EPS component was rejected, and the OPS component was cancelled, leading to a protest with the GAO. Failure to secure new contracts or extensions could significantly reduce servicing revenue and necessitate restructuring[290][291][292] - Unfavorable modifications or interpretations of existing DoE contracts, such as new security authorization programs, could also decrease servicing revenue or lead to temporary/permanent injunctions on servicing[294] ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS This section details Nelnet's Q1 2020 stock repurchase activities, outlines the ongoing repurchase program, and clarifies working capital and dividend restrictions Stock Repurchases This section details Nelnet's stock repurchase activities in Q1 2020, primarily for tax withholding, and the remaining authorization under its repurchase program | Period | Total shares purchased | Average price paid per share | | :------------------------------------------------ | :--------------------- | :--------------------------- | | January 1 - January 31, 2020 | 79 | $58.78 | | March 1 - March 31, 2020 | 24,806 | $50.33 | | Total Q1 2020 | 24,885 | $50.36 | - Shares repurchased in Q1 2020 were primarily from employees to satisfy tax withholding obligations, not part of the publicly announced stock repurchase program[296][298] - As of May 7, 2020, 4.0 million shares remained authorized for repurchase under the company's three-year stock repurchase program (ending May 7, 2022)[298] Working capital and dividend restrictions/limitations This section clarifies dividend payment restrictions imposed by debt covenants and hybrid securities, noting no current material limitations - Dividend payments are subject to restrictions from the unsecured line of credit (minimum consolidated net worth, unencumbered cash) and outstanding Junior Subordinated Hybrid Securities (deferral of interest payments)[299] - These provisions do not currently materially limit the company's ability to pay dividends, and no material limitation is anticipated based on current financial condition[299] ITEM 6. EXHIBITS This section lists the exhibits filed with the 10-Q report, including certifications, XBRL documents, and the cover page interactive data file - Exhibits include Section 302 and 906 certifications, Inline XBRL documents (Instance, Schema, Calculation, Definition, Label, Presentation Linkbase), and the Cover Page Interactive Data File[300] SIGNATURES This section contains the required signatures of Nelnet, Inc.'s CEO and CFO, certifying the report's filing Signatures This section contains the required signatures of Nelnet, Inc.'s CEO and CFO, certifying the report's filing - The report is signed by Jeffrey R. Noordhoek (Chief Executive Officer) and James D. Kruger (Chief Financial Officer and Principal Accounting Officer) on May 7, 2020[304]