EX-99.2 3 exhibit992881910q-supp.htm EX-99.2 Document

For Release: August 8, 2019
Investor Contact: Phil Morgan, 402.458.3038
Nelnet, Inc. supplemental financial information for the second quarter 2019
(All dollars are in thousands, except per share amounts, unless otherwise noted)
The following information should be read in connection with Nelnet, Inc.'s (the “Company's”) press release for second quarter 2019 earnings, dated August 8, 2019, and the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2019.
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 “anticipate,” “assume,” “believe,” “continue,” “could,” “estimate,” “expect,” “forecast,” “future,” “intend,” “may,” “plan,” “potential,” “predict,” “scheduled,” “should,” “will,” “would,” 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 2018 Annual 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, including the availability of any relevant money market index rate such as LIBOR or the relationship between the relevant money market index rate and the rate at which the Company's assets and liabilities are priced, and in the securitization and other financing markets for loans, including adverse changes resulting from unanticipated repayment trends on student loans in FFELP securitization trusts that could accelerate or delay repayment of the associated bonds, 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 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 contracts accounted for 30 percent of the Company's revenue in 2018, risks to the Company related to the Department's initiatives to procure new contracts for federal student loan servicing, including the risk that the Company or Company teams may not be successful in obtaining contracts, risks related to the development by the Company 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 Federal Direct Loan Program, FFELP, and private education and consumer loans;
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, the potential disruption of the Company's systems or those of third-party vendors or customers, and/or the potential damage to the Company's reputation resulting from cyber-breaches;
uncertainties inherent in forecasting future cash flows from student loan assets and related asset-backed securitizations;
risks and uncertainties related to the ability of ALLO Communications LLC to successfully expand its fiber network and market share 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, as well as other strategic initiatives; 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 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.

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Consolidated Statements of Income
(Dollars in thousands, except share data)
(unaudited)
Three months ended Six months ended
June 30, 2019March 31, 2019June 30, 2018June 30, 2019June 30, 2018
Interest income:
Loan interest$238,222 242,333 223,371 480,555 421,094 
Investment interest8,566 8,253 5,818 16,819 10,952 
Total interest income246,788 250,586 229,189 497,374 432,046 
Interest expense:
Interest on bonds and notes payable186,963 191,770 171,450 378,733 306,999 
Net interest income59,825 58,816 57,739 118,641 125,047 
Less provision for loan losses9,000 7,000 3,500 16,000 7,500 
Net interest income after provision for loan losses
50,825 51,816 54,239 102,641 117,547 
Other income:
Loan servicing and systems revenue113,985 114,898 114,545 228,883 214,687 
Education technology, services, and payment processing revenue
60,342 79,159 48,742 139,502 108,963 
Communications revenue15,758 14,543 10,320 30,300 19,509 
Other income16,152 9,067 9,580 25,219 28,135 
Derivative settlements, net
12,972 19,035 21,928 32,007 28,694 
Derivative market value adjustments, net
(37,060)(30,574)(4,897)(67,635)55,135 
Total other income182,149 206,128 200,218 388,276 455,123 
Cost of services:
Cost to provide education technology, services, and payment processing services
15,871 21,059 11,317 36,930 25,000 
Cost to provide communications services5,101 4,759 3,865 9,860 7,583 
Total cost of services
20,972 25,818 15,182 46,790 32,583 
Operating expenses:
Salaries and benefits111,214 111,059 111,118 222,272 207,760 
Depreciation and amortization24,484 24,213 21,494 48,697 39,951 
Loan servicing fees to third parties3,156 2,893 3,204 6,049 6,341 
Other expenses42,261 40,923 40,409 83,184 73,826 
Total operating expenses181,115 179,088 176,225 360,202 327,878 
Income before income taxes30,887 53,038 63,050 83,925 212,209 
Income tax expense(6,209)(11,391)(13,511)(17,600)(49,487)
Net income24,678 41,647 49,539 66,325 162,722 
Net (income) loss attributable to noncontrolling interests(59)(56)(104)(115)637 
Net income attributable to Nelnet, Inc.$24,619 41,591 49,435 66,210 163,359 
Earnings per common share:
Net income attributable to Nelnet, Inc. shareholders - basic and diluted$0.61 1.03 1.21 1.65 3.99 
Weighted average common shares outstanding - basic and diluted40,050,065 40,373,295 40,886,617 40,210,787 40,918,396 

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Condensed Consolidated Balance Sheets
(Dollars in thousands)
(unaudited)
As ofAs ofAs of
June 30, 2019December 31, 2018June 30, 2018
Assets:
Loans receivable, net$21,455,758 22,377,142 22,710,369 
Cash, cash equivalents, investments, and notes receivable
306,336 370,717 324,514 
Restricted cash969,597 1,071,044 896,486 
Goodwill and intangible assets, net254,389 271,202 256,291 
Other assets1,233,720 1,130,863 1,021,584 
Total assets$24,219,800 25,220,968 25,209,244 
Liabilities:
Bonds and notes payable$21,294,192 22,218,740 22,468,364 
Other liabilities598,990 687,449 454,177 
Total liabilities21,893,182 22,906,189 22,922,541 
Equity:
Total Nelnet, Inc. shareholders' equity2,322,326 2,304,464 2,276,869 
Noncontrolling interests4,292 10,315 9,834 
Total equity2,326,618 2,314,779 2,286,703 
Total liabilities and equity$24,219,800 25,220,968 25,209,244 

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Overview
The Company is a diverse company with a focus on delivering education-related products and services and student 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 early-stage and emerging growth companies.
GAAP Net Income and Non-GAAP Net Income, Excluding Adjustments
The Company prepares its financial statements and presents its financial results in accordance with U.S. 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 adjustments, and a discussion of why the Company believes providing this additional information is useful to investors, is provided below.
Three months endedSix months ended
June 30, 2019March 31, 2019June 30, 2018June 30, 2019June 30, 2018
GAAP net income attributable to Nelnet, Inc.$24,619 41,591 49,435 66,210 163,359 
Realized and unrealized derivative market value adjustments
37,060 30,574 4,897 67,635 (55,135)
Net tax effect (a)
(8,894)(7,338)(1,175)(16,232)13,232 
Net income attributable to Nelnet, Inc., excluding derivative market value adjustments (b)
$52,785 64,827 53,157 117,613 121,456 
Earnings per share:
GAAP net income attributable to Nelnet, Inc.$0.61 1.03 1.21 1.65 3.99 
Realized and unrealized derivative market value adjustments
0.93 0.76 0.12 1.68 (1.35)
Net tax effect (a)
(0.22)(0.18)(0.03)(0.41)0.33 
Net income attributable to Nelnet, Inc., excluding derivative market value adjustments (b)
$1.32 1.61 1.30 2.92 2.97 

(a) The tax effects are calculated by multiplying the realized and unrealized derivative market value adjustments by the applicable statutory income tax rate.
(b) "Derivative market value adjustments" includes 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. "Derivative market value 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.
The Company believes these point-in-time estimates of asset and liability values related to its derivative instruments that are subject to interest rate fluctuations are 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.
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 June 30, 2019, the Company had a $21.5 billion loan portfolio that management anticipates will amortize over the next approximately 20 years and has a weighted average remaining life of 8.7 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
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the continued amortization of the Company’s FFELP loan portfolio, over time, 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.
The information below provides the operating results for each reportable operating segment and Corporate and Other Activities for the three and six months ended June 30, 2019 and 2018 (dollars in millions).
segopresults2019q2.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. Net income excludes changes in fair values of derivatives, net of tax. For information regarding the exclusion of the impact from changes in fair values of derivatives, see "GAAP Net Income and Non-GAAP Net Income, Excluding Adjustments" above.
Certain events and transactions from 2018 and 2019, which have impacted or will impact the operating results of the Company and its operating segments, are discussed below.
Loan Servicing and Systems
On February 7, 2018, the Company acquired Great Lakes. The operating results of Great Lakes are reported in the Company's consolidated financial statements from the date of acquisition. Thus, there are six months of Great Lakes' operations included in the six months ended June 30, 2019 as compared to approximately five months of activity in the six months ended June 30, 2018.
Nelnet Servicing, LLC ("Nelnet Servicing") and Great Lakes have student loan servicing contracts awarded by the Department in June 2009 to provide servicing for loans owned by the Department. As of June 30, 2019, Nelnet Servicing was servicing $181.7 billion of student loans for 5.6 million borrowers under its contract, and Great Lakes was servicing $236.5 billion of student loans for 7.3 million borrowers under its contract. These contracts previously provided for expiration on June 16, 2019. On May 15, 2019, Nelnet Servicing and Great Lakes each received a Modification of Contract from the Department's Office of Federal Student Aid ("FSA") pursuant to which FSA extended the expiration date of the current contracts to December 15, 2019.
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In addition, Nelnet Servicing's current Authority to Operate as a loan servicer for the Department expires on August 30, 2019, and is currently under review for renewal. The Company cannot predict the timing or outcome of this review.
FSA is conducting a contract procurement process entitled Next Generation Financial Services Environment (“NextGen”) for a new framework for the servicing of all student loans owned by the Department. On January 15, 2019, FSA issued solicitations for three NextGen components:
NextGen Enhanced Processing Solution ("EPS")
NextGen Business Process Operations ("BPO")
NextGen Optimal Processing Solution ("OPS")
On April 1, 2019 and August 1, 2019, the Company responded to the EPS and BPO components, respectively. In addition, the Company is part of a team that currently intends to respond to the OPS component, although there is no current published deadline. The Company cannot predict the timing, nature, or outcome of these solicitations.
For the three months ended June 30, 2019 and 2018, and six months ended June 30, 2019 and 2018, the before tax and noncontrolling interest operating margin was 17.5 percent, 13.8 percent, 17.2 percent, and 16.0 percent, respectively. The increase in operating margin in the 2019 periods as compared to the same periods in 2018 was due primarily to efficiencies gained as a result of the completion of certain integration activities related to the Great Lakes acquisition.
Education Technology, Services, and Payment Processing
On November 20, 2018, the Company acquired Tuition Management Systems ("TMS"), a services company that offers tuition payment plans, billing services, payment technology solutions, and refund management to educational institutions. The TMS acquisition added 380 higher education schools and 170 K-12 schools to the Company’s customer base. The results of TMS’ operations are reported in the Company’s consolidated financial statements from the date of acquisition.
For the three months ended June 30, 2019 and 2018 and six months ended June 30, 2019 and 2018, before tax operating margin (income before income taxes divided by net revenue) was 24.8 percent, 19.8 percent, 35.1 percent, and 29.8 percent, respectively. The increase in the before tax operating margin in the 2019 periods as compared to the same periods in 2018 was due to operating leverage and cost reductions due to the Company's decision in October 2018 to terminate its investment in a proprietary payment processing platform.
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.
Communications
ALLO recognized losses of $4.9 million and $9.7 million for the three and six months ended June 30, 2019, respectively, as compared to losses of $8.1 million and $15.1 million for the same periods in 2018, respectively. The decrease in ALLO's net loss in 2019, as compared to 2018, was primarily due to a decrease in interest expense. ALLO incurred $3.3 million and $5.8 million of interest expense to Nelnet, Inc. (parent company) during the three and six months ended June 30, 2018, respectively. Subsequent to October 1, 2018, ALLO will not report interest expense in its income statement related to amounts contributed to ALLO from Nelnet, Inc. due to a recapitalization of ALLO.
ALLO's management uses earnings (loss) before interest, income taxes, depreciation, and amortization ("EBITDA") to eliminate certain non-cash and non-operating items in order to consistently measure performance from period to period. For the three and six months ended June 30, 2019, ALLO had positive EBITDA of $1.2 million and $2.3 million, respectively, compared with negative EBITDA of $1.8 million and $3.7 million for the same periods in 2018, respectively. EBITDA is a supplemental non-GAAP performance measure which the Company believes provides useful additional information regarding a key metric used by management to assess ALLO's performance. See "Communications Financial and Operating Data" below for additional information regarding the computation and use of EBITDA for ALLO.
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ALLO has made significant investments in its communications network and currently provides fiber directly to homes and businesses in communities in Nebraska and Colorado. ALLO plans to continue to increase market share and revenue in its existing markets and is currently evaluating opportunities to expand to other communities in the Midwest. During the second quarter of 2019, ALLO announced plans to expand its network to make services available in Breckenridge, Colorado. ALLO began providing services in Lincoln, Nebraska in September 2016 as part of a multi-year project to pass substantially all commercial and residential properties in the community. As of the end of the first quarter of 2019, the build-out of the Lincoln community was substantially complete. For the six months ended June 30, 2019, ALLO's capital expenditures were $27.0 million. The Company anticipates total ALLO network capital expenditures for the remainder of 2019 (July 1, 2019 - December 31, 2019) will be approximately $25 million. However, this amount could change based on 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 and add customers to 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
For the second quarter of 2019, the AGM segment recognized net interest income of $59.2 million, compared with $56.8 million for the same period in 2018. The Company maintains an overall risk management strategy that incorporates the use of derivative instruments to reduce the economic effect of interest rate volatility. The AGM segment recognized income from derivative settlements of $13.0 million during the second quarter of 2019, compared with income of $22.1 million for the same period in 2018. Derivative settlements for each applicable period should be evaluated with the Company's net interest income. Net interest income and derivative settlements for the AGM segment totaled $72.2 million and $78.9 million in the second quarter of 2019 and 2018, respectively.
The Company's average balance of loans decreased to $21.8 billion for the second quarter of 2019, compared with $23.0 billion for the same period in 2018. Loan spread increased to 0.96 percent for the quarter ended June 30, 2019, compared with 0.90 percent for the same period in 2018. Core loan spread, which includes the impact of derivative settlements, decreased to 1.21% for the quarter ended June 30, 2019, compared with 1.29% for the same period in 2018. Management believes core loan spread is a useful supplemental non-GAAP measure that reflects adjustments for derivative settlements related to net interest income (loan spread). However, there is no comprehensive authoritative guidance for the presentation of this measure, which is only meant to supplement GAAP results by providing additional information that management utilizes to assess performance.
The Company recognized $23.0 million and $33.5 million in fixed rate floor income during the three months ended June 30, 2019 and 2018, respectively (which includes $12.2 million and $19.1 million, respectively, of settlement payments received on derivatives used to hedge student loans earning fixed rate floor income). Fixed rate floor income contributed 43 basis points and 59 basis points of core loan spread for the three months ended June 30, 2019 and 2018, respectively. The decrease in gross fixed rate floor income was due to higher interest rates in 2019 as compared to 2018, and the decrease in derivative settlement payments received on derivatives used to hedge student loans earning fixed rate floor income was due to a decrease in the notional amount of derivatives outstanding in 2019 as compared to 2018, partially offset by higher interest rates.
Provision for loan losses was $9.0 million and $3.5 million for the three months ended June 30, 2019 and 2018, respectively, and $16.0 million and $7.5 million for the six months ended June 30, 2019 and 2018, respectively.
Provision for loan losses for federally insured loans was $2.0 million for each of the three months ended June 30, 2019 and 2018, and $4.0 million for each of the six months ended June 30, 2019 and 2018.
Provision for loan losses for consumer loans was $7.0 million and $1.5 million for the three months ended June 30, 2019 and 2018, respectively and $12.0 million and $3.5 million for the six months ended June 30, 2019 and 2018, respectively. The increase in provision was a result of the increased amount of consumer loan purchases during 2019. The Company purchased $184.8 million of consumer loans during the six months ended June 30, 2019 ($114.6 million of which were purchased during the second quarter) compared to $37.6 million during the first half of 2018 ($14.2 million during the second quarter of 2018).
Corporate and Other Activities
The Company adopted a new lease accounting standard effective January 1, 2019. The most significant impact of the standard to the Company relates to (1) the recognition of new right-of-use ("ROU") assets and lease liabilities on its balance sheet primarily for office, data center, and dark fiber operating leases; (2) the deconsolidation of assets and liabilities for certain sale-leaseback transactions arising from build-to-suit lease arrangements for which construction was completed and the Company is leasing the constructed assets that did not qualify for sale accounting prior to the adoption of the new standard; and (3) significant new disclosures about the Company’s leasing activities.
Adoption of the new standard resulted in recognizing lease liabilities of $33.7 million based on the present value of the remaining minimum rental payments. In addition, the Company recognized ROU assets of $32.8 million, which corresponds to the lease liabilities reduced by deferred rent expense as of the effective date. The Company also deconsolidated total assets of $43.8 million and total liabilities of $34.8 million for entities that had been consolidated due
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to sale-leaseback transactions that failed to qualify for recognition as sales under the prior guidance. Deconsolidation of these entities reduced noncontrolling interests by $6.1 million.
Liquidity and Capital Resources
As of June 30, 2019, the Company had cash and cash equivalents of $84.4 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 $52.9 million as of June 30, 2019.
As of June 30, 2019, the Company's $382.5 million unsecured line of credit had $260.0 million outstanding and $122.5 million was available for future use. During the second quarter of 2019, the Company entered into a $22.0 million secured line of credit agreement, and as of June 30, 2019, this line of credit had $5.0 million outstanding and $17.0 million available for future use.
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 June 30, 2019, the Company holds $15.0 million (par value) of its own asset-backed securities.
The Company has historically generated positive cash flow from operations. However, during the six months ended June 30, 2019, the Company used $17.8 million in operating activities. Items that negatively impacted cash flows from operating activities for the six months ended June 30, 2019 included:
Net payments to the derivative clearinghouse due to a decrease in the fair value of the Company's derivative portfolio during the period;
An increase in accrued interest receivable during the period due to the number of borrowers utilizing income-based repayment plans; and
A decrease in “due to customers” (liability) during the period. As part of the Company's Education Technology, Services, and Payment Processing operating segment, the Company collects tuition payments and subsequently remits these payments to the appropriate schools. Cash collected for customers and the related liability are included in the Company's consolidated balance sheet. These accounts fluctuate with the fall and spring school terms based on the timing of when the Company collects tuition payments from customers and remits such payments to schools, resulting in these balances being significantly lower as of June 30 as compared to the balances as of December 31. The acquisition of TMS in November 2018 increased the magnitude of the change in these account balances.
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 June 30, 2019, the Company currently expects future undiscounted cash flows from its securitization portfolio to be approximately $2.13 billion.
Certain of the Company’s asset-backed securitizations are structured as “Turbo Transactions” which require all cash generated from the student loans (including excess spread) to be directed toward payment of interest and any outstanding principal generally until such time as all principal on the notes has been paid in full.  Once the notes in such transactions are paid in full, the remaining unencumbered student loans (and other remaining assets, if any) in the securitization are released to the Company, at which time the Company has the option to refinance or sell these assets, or retain them on the balance sheet as unencumbered assets.
On June 7, 2019, the Company paid a premium of $1.4 million to extinguish $93.0 million of notes payable in one of its Turbo Transactions (prior to the notes' contractual maturity). This transaction resulted in the release of $152.7 million of student loans and accrued interest receivable that were previously encumbered in the asset-backed securitization. The Company refinanced the student loans in its FFELP warehouse facilities, resulting in net cash proceeds of $57.5 million.
Subsequent to June 30, 2019, the Company obtained consent from bond holders in five of its remaining seven Turbo Transactions to extinguish a total of approximately $579 million of notes payable in these transactions prior to their contractual maturity. These transactions will result in the release of approximately $909 million in student loans and accrued interest receivable during the third quarter of 2019 that were previously encumbered in the asset-backed securitizations. To extinguish the notes, the Company will pay a premium of approximately $13 million that will be expensed by the Company in the third quarter of 2019. In addition, the Company will write off approximately $2 million of
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debt issuance costs associated with these securitizations. In total, the Company will recognize approximately $15 million in expenses in the third quarter of 2019 to extinguish these notes. Upon extinguishment of the notes payable throughout the third quarter, the Company will obtain approximately $300 million in cash as the student loans are refinanced. The Company currently anticipates using these proceeds to pay down the outstanding balance on its unsecured line of credit.
On January 11, 2019, the Company obtained a consumer loan warehouse facility with an aggregate maximum financing amount available of $100.0 million. On April 25, 2019, the Company amended the agreement for this warehouse facility to increase the aggregate maximum financing amount available to $200.0 million and extend the final maturity date to April 23, 2022. As of June 30, 2019, $117.1 million was outstanding under this facility and $82.9 million was available for future funding.
On February 27, 2019 and April 30, 2019, the Company completed FFELP asset-backed securitizations totaling $496.8 million (par value) and $416.1 million (par value), respectively. The proceeds from these transactions were used primarily to refinance student loans included in the Company's FFELP warehouse facilities.
On June 25, 2019, the Company completed a private education loan asset-backed securitization totaling $47.2 million (par value). The proceeds from this transaction were used to refinance private education loans previously funded via a private loan repurchase agreement that was terminated on June 25, 2019.
During the six months ended June 30, 2019, the Company repurchased a total of 720,467 shares of Class A common stock for $40.0 million ($55.58 per share), including 419,140 shares of Class A common stock repurchased during the three months ended June 30, 2019 for $23.7 million ($56.50 per share). Repurchases during the three months ended June 30, 2019 included a total of 180,000 shares of Class A common stock repurchased on June 17, 2019 from one of the Company's significant shareholders, Shelby J. Butterfield, the widow of Stephen F. Butterfield, the Company's former Vice-Chairman and significant shareholder who passed away in April 2018, and from the Butterfield Family Trust, an estate planning trust for the family of Mr. Butterfield. Immediately prior to the Company's repurchase of such shares from Ms. Butterfield and the Butterfield Family Trust, the repurchased shares were shares of the Company's Class B common stock that Ms. Butterfield and the Butterfield Family Trust converted to shares of Class A common stock.
On May 8, 2019, the Board of Directors authorized a new 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 7, 2022. The five million shares authorized under the new program include the remaining unrepurchased shares from the prior program, which the new program replaces. As of June 30, 2019, 4.8 million shares remained authorized for repurchase under the Company's stock repurchase program.
During the six months ended June 30, 2019, the Company paid cash dividends of $14.4 million ($0.36 per share), including $7.2 million ($0.18 per share) paid during the three months ended June 30, 2019. In addition, the Company's Board of Directors has declared a third quarter 2019 cash dividend on the Company's outstanding shares of Class A and Class B common stock of $0.18 per share. The third quarter cash dividend will be paid on September 13, 2019 to shareholders of record at the close of business on August 30, 2019.
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.

9


Segment Reporting
The following tables include the results of each of the Company's reportable operating segments reconciled to the consolidated financial statements.
 Three months ended June 30, 2019 
Loan Servicing and Systems Education Technology, Services, and Payment Processing Communications Asset
Generation and
Management 
Corporate and Other Activities Eliminations Total 
Total interest income$550 1,659 243,295 2,258 (974)246,788 
Interest expense19 11 — 184,035 3,872 (974)186,963 
Net interest income (expense)531 1,648 59,260 (1,614)— 59,825 
Less provision for loan losses— — — 9,000 — — 9,000 
Net interest income (loss) after provision for loan losses
531 1,648 50,260 (1,614)— 50,825 
Other income:
Loan servicing and systems revenue
113,985 — — — — — 113,985 
Intersegment servicing revenue
11,598 — — — — (11,598)— 
Education technology, services, and payment processing revenue
— 60,342 — — — — 60,342 
Communications revenue— — 15,758 — — — 15,758 
Other income2,277 — 362 4,888 8,624 — 16,152 
Derivative settlements, net
— — — 12,972 — — 12,972 
Derivative market value adjustments, net
— — — (37,060)— — (37,060)
Total other income127,860 60,342 16,120 (19,200)8,624 (11,598)182,149 
Cost of services:
Cost to provide education technology, services, and payment processing services
— 15,871 — — — — 15,871 
Cost to provide communications services— — 5,101 — — — 5,101 
Total cost of services— 15,871 5,101 — — — 20,972 
Operating expenses:
Salaries and benefits66,496 22,823 5,192 382 16,321 — 111,214 
Depreciation and amortization8,799 3,324 7,737 — 4,623 — 24,484 
Loan servicing fees to third parties— — — 3,156 — — 3,156 
Other expenses17,118 5,805 3,865 3,051 12,423 — 42,261 
Intersegment expenses, net13,604 3,148 716 11,665 (17,535)(11,598)— 
Total operating expenses106,017 35,100 17,510 18,254 15,832 (11,598)181,115 
Income (loss) before income taxes
22,374 11,019 (6,490)12,806 (8,822)— 30,887 
Income tax (expense) benefit(5,370)(2,645)1,558 (3,074)3,321 — (6,209)
Net income (loss)17,004 8,374 (4,932)9,732 (5,501)— 24,678 
  Net income attributable to noncontrolling interests
— — — — (59)— (59)
Net income (loss) attributable to Nelnet, Inc.
$17,004 8,374 (4,932)9,732 (5,560)— 24,619 


10


Three months ended March 31, 2019
Loan Servicing and Systems Education Technology, Services, and Payment Processing Communications Asset
Generation and
Management 
Corporate and Other Activities Eliminations Total 
Total interest income$497 2,017 246,867 2,053 (851)250,586 
Interest expense— — 188,799 3,814 (851)191,770 
Net interest income (expense)497 2,009 58,068 (1,761)— 58,816 
Less provision for loan losses— — — 7,000 — — 7,000 
Net interest income (loss) after provision for loan losses
497 2,009 51,068 (1,761)— 51,816 
Other income:
Loan servicing and systems revenue
114,898 — — — — — 114,898 
Intersegment servicing revenue
12,217 — — — — (12,217)— 
Education technology, services, and payment processing revenue
— 79,159 — — — — 79,159 
Communications revenue— — 14,543 — — — 14,543 
Other income2,074 — 125 3,525 3,344 — 9,067 
Derivative settlements, net
— — — 19,035 — — 19,035 
Derivative market value adjustments, net
— — — (30,574)— — (30,574)
Total other income129,189 79,159 14,668 (8,014)3,344 (12,217)206,128 
Cost of services:
Cost to provide education technology, services, and payment processing services
— 21,059 — — — — 21,059 
Cost to provide communications services— — 4,759 — — — 4,759 
Total cost of services— 21,059 4,759 — — — 25,818 
Operating expenses:
Salaries and benefits66,220 23,008 4,737 378 16,716 — 111,059 
Depreciation and amortization8,871 3,510 7,362 — 4,469 — 24,213 
Loan servicing fees to third parties— — — 2,893 — — 2,893 
Other expenses18,928 5,311 3,477 944 12,262 — 40,923 
Intersegment expenses, net13,758 3,299 664 12,287 (17,791)(12,217)— 
Total operating expenses107,777 35,128 16,240 16,502 15,656 (12,217)179,088 
Income (loss) before income taxes
21,909 24,981 (6,329)26,552 (14,073)— 53,038 
Income tax (expense) benefit(5,258)(5,995)1,519 (6,372)4,716 — (11,391)
Net income (loss)16,651 18,986 (4,810)20,180 (9,357)— 41,647 
  Net income attributable to noncontrolling interests
— — — — (56)— (56)
Net income (loss) attributable to Nelnet, Inc.
$16,651 18,986 (4,810)20,180 (9,413)— 41,591 





11


 Three months ended June 30, 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$293 748 226,509 6,062 (4,425)229,189 
Interest expense— — 3,303 169,623 2,949 (4,425)171,450 
Net interest income (expense)293 748 (3,302)56,886 3,113 — 57,739 
Less provision for loan losses— — — 3,500 — — 3,500 
Net interest income (loss) after provision for loan losses
293 748 (3,302)53,386 3,113 — 54,239 
Other income:
Loan servicing and systems revenue
114,545 — — — — — 114,545 
Intersegment servicing revenue11,609 — — — — (11,609)— 
Education technology, services, and payment processing revenue
— 48,742 — — — — 48,742 
Communications revenue— — 10,320 — — — 10,320 
Other income1,956 — — 2,772 4,851 — 9,580 
Derivative settlements, net
— — — 22,053 (125)— 21,928 
Derivative market value adjustments, net
— — — (5,446)548 — (4,897)
Total other income128,110 48,742 10,320 19,379 5,274 (11,609)200,218 
Cost of services:
Cost to provide education technology, services, and payment processing services
— 11,317 — — — — 11,317 
Cost to provide communications services— — 3,865 — — — 3,865 
Total cost of services— 11,317 3,865 — — — 15,182 
Operating expenses:
Salaries and benefits69,434 19,513 4,668 377 17,126 — 111,118 
Depreciation and amortization8,212 3,286 5,497 — 4,500 — 21,494 
Loan servicing fees to third parties— — — 3,204 — — 3,204 
Other expenses17,490 5,383 3,023 1,288 13,225 — 40,409 
Intersegment expenses, net15,583 2,570 599 11,700 (18,842)(11,609)— 
Total operating expenses110,719 30,752 13,787 16,569 16,009 (11,609)176,225 
Income (loss) before income taxes
17,684 7,421 (10,634)56,196 (7,622)— 63,050 
Income tax (expense) benefit(4,245)(1,781)2,552 (13,487)3,451 — (13,511)
Net income (loss)13,439 5,640 (8,082)42,709 (4,171)— 49,539 
  Net loss (income) attributable to noncontrolling interests
— — — — (104)— (104)
Net income (loss) attributable to Nelnet, Inc.
$13,439 5,640 (8,082)42,709 (4,275)— 49,435 

12


Six months ended June 30, 2019 
Loan Servicing and Systems Education Technology, Services, and Payment Processing Communications Asset
Generation and
Management 
Corporate and Other
Activities 
Eliminations Total 
Total interest income$1,047 3,676 490,162 4,310 (1,824)497,374 
Interest expense19 19 — 372,834 7,685 (1,824)378,733 
Net interest income (expense)1,028 3,657 117,328 (3,375)— 118,641 
Less provision for loan losses— — — 16,000 — — 16,000 
Net interest income (loss) after provision for loan losses1,028 3,657 101,328 (3,375)— 102,641 
Other income:
Loan servicing and systems revenue228,883 — — — — — 228,883 
Intersegment servicing revenue23,815 — — — — (23,815)— 
Education technology, services, and payment processing
revenue
— 139,502 — — — — 139,502 
Communications revenue— — 30,300 — — — 30,300 
Other income4,350 — 487 8,413 11,969 — 25,219 
Derivative settlements, net— — — 32,007 — — 32,007 
Derivative market value adjustments, net— — — (67,635)— — (67,635)
Total other income257,048 139,502 30,787 (27,215)11,969 (23,815)388,276 
Cost of services:
Cost to provide education technology, services, and payment
processing services
— 36,930 — — — — 36,930 
Cost to provide communications services— — 9,860 — — — 9,860 
Total cost of services— 36,930 9,860 — — — 46,790 
Operating expenses:
Salaries and benefits132,715 45,830 9,929 760 33,038 — 222,272 
Depreciation and amortization17,671 6,835 15,099 — 9,093 — 48,697 
Loan servicing fees to third parties— — — 6,049 — — 6,049 
Other expenses36,047 11,116 7,342 3,995 24,685 — 83,184 
Intersegment expenses, net27,362 6,447 1,380 23,952 (35,326)(23,815)— 
Total operating expenses213,795 70,228 33,750 34,756 31,490 (23,815)360,202 
Income (loss) before income taxes44,281 36,001 (12,820)39,357 (22,896)— 83,925 
Income tax (expense) benefit(10,628)(8,640)3,077 (9,446)8,037 — (17,600)
Net income (loss)33,653 27,361 (9,743)29,911 (14,859)— 66,325 
Net loss (income) attributable to noncontrolling interests— — — — (115)— (115)
Net income (loss) attributable to Nelnet, Inc.$33,653 27,361 (9,743)29,911 (14,974)— 66,210 


13


Six months ended June 30, 2018 
Loan Servicing and Systems Education Technology, Services, and Payment Processing Communications Asset Generation and ManagementCorporate and Other Activities Eliminations Total 
Total interest income$550 1,413 426,843 10,813 (7,574)432,046 
Interest expense— — 5,812 303,854 4,907 (7,574)306,999 
Net interest income (expense)550 1,413 (5,810)122,989 5,906 — 125,047 
Less provision for loan losses— — — 7,500 — — 7,500 
Net interest income (loss) after provision for loan losses550 1,413 (5,810)115,489 5,906 — 117,547 
Other income:
Loan servicing and systems revenue214,687 — — — — — 214,687 
Intersegment servicing revenue22,380 — — — — (22,380)— 
Education technology, services, and payment processing revenue— 108,963 — — — — 108,963 
Communications revenue— — 19,509 — — — 19,509 
Other income3,248 — — 6,124 18,765 — 28,135 
Derivative settlements, net— — — 28,979 (285)— 28,694 
Derivative market value adjustments, net— — — 53,125 2,010 — 55,135 
Total other income240,315 108,963 19,509 88,228 20,490 (22,380)455,123 
Cost of services:
Cost to provide education technology, services, and payment processing services— 25,000 — — — — 25,000 
Cost to provide communications services— — 7,583 — — — 7,583 
Total cost of services— 25,000 7,583 — — — 32,583 
Operating expenses:
Salaries and benefits127,971 38,580 8,730 759 31,720 — 207,760 
Depreciation and amortization14,280 6,627 10,418 — 8,626 — 39,951 
Loan servicing fees to third parties— — — 6,341 — — 6,341 
Other expenses31,953 10,006 5,660 2,137 24,070 — 73,826 
Intersegment expenses, net28,939 5,136 1,204 22,565 (35,464)(22,380)— 
Total operating expenses203,143 60,349 26,012 31,802 28,952 (22,380)327,878 
Income (loss) before income taxes37,722 25,027 (19,896)171,915 (2,556)— 212,209 
Income tax (expense) benefit(9,247)(6,006)4,775 (41,260)2,251 — (49,487)
Net income (loss)28,475 19,021 (15,121)130,655 (305)— 162,722 
Net loss (income) attributable to noncontrolling interests808 — — — (172)— 637 
Net income (loss) attributable to Nelnet, Inc.$29,283 19,021 (15,121)130,655 (477)— 163,359 
14


Net Interest Income, Net of Settlements on Derivatives
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 "Derivative Settlements" included in this supplement for the net settlement activity recognized by the Company for each type of derivative for the periods presented in the table below.
Three months endedSix months ended
June 30, 2019March 31, 2019June 30, 2018June 30, 2019June 30, 2018
Variable loan interest margin
$44,310 43,951 40,416 88,260 87,302 
Settlements on associated derivatives (a)
807 2,334 2,979 3,140 1,315 
Variable loan interest margin, net of settlements on derivatives
45,117 46,285 43,395 91,400 88,617 
Fixed rate floor income
10,840 10,425 14,453 21,265 31,700 
Settlements on associated derivatives (b)
12,165 16,701 19,074 28,867 27,664 
Fixed rate floor income, net of settlements on derivatives
23,005 27,126 33,527 50,132 59,364 
Investment interest 8,566 8,253 5,818 16,819 10,952 
Corporate debt interest expense(3,891)(3,813)(2,948)(7,703)(4,907)
Non-portfolio related derivative settlements (c)— — (125)— (285)
Net interest income (net of settlements on derivatives)
$72,797 77,851 79,667 150,648 153,741 

(a) Includes the net settlements received related to the Company’s 1:3 basis swaps.

(b) Includes the net settlements received related to the Company’s floor income interest rate swaps.

(c) Includes the net settlements paid related to the Company’s hybrid debt hedges.
15


Loan Servicing and Systems Revenue
The following table provides disaggregated revenue by service offering for the Loan Servicing and Systems operating segment. 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.
Three months ended Six months ended 
June 30, 2019March 31, 2019June 30, 2018June 30, 2019June 30, 2018
Government servicing - Nelnet$40,459 39,640 39,781 80,099 79,107 
Government servicing - Great Lakes45,973 47,077 45,682 93,050 76,437 
Private education and consumer loan servicing8,985 9,480 8,882 18,465 21,983 
FFELP servicing
6,424 6,695 9,147 13,119 16,838 
Software services10,021 9,741 8,671 19,762 16,260 
 Outsourced services and other
2,123 2,265 2,382 4,388 4,062 
Loan servicing and systems revenue
$113,985 114,898 114,545 228,883 214,687 
Loan Servicing Volumes
As of
December 31,
2017
March 31,
2018
June 30,
2018
September 30,
2018
December 31,
2018
March 31,
2019
June 30,
2019
Servicing volume (dollars in millions):
Nelnet
Government$172,669 176,605 176,179 179,283 179,507 183,093 181,682 
FFELP27,262 26,969 37,599 37,459 36,748 35,917 35,003 
Private and consumer11,483 12,116 15,016 15,466 15,666 16,065 16,025 
Great Lakes
Government— 242,063 241,902 232,741 232,694 237,050 236,500 
FFELP (a) — 11,136 — — — — — 
Private and consumer (a)— 1,927 31 — — — — 
Total$211,414 470,816 470,727 464,949 464,615 472,125 469,210 
Number of servicing borrowers:
Nelnet
Government5,877,414 5,819,286 5,745,181 5,805,307 5,771,923 5,708,582 5,592,989 
FFELP1,420,311 1,399,280 1,787,419 1,754,247 1,709,853 1,650,785 1,588,530 
Private and consumer502,114 508,750 672,520 692,763 696,933 699,768 693,410 
Great Lakes
Government— 7,456,830 7,378,875 7,486,311 7,458,684 7,385,284 7,300,691 
FFELP (a)— 461,553 — — — — — 
Private and consumer (a)— 118,609 3,987 — — — — 
Total7,799,839 15,764,308 15,587,982 15,738,628 15,637,393 15,444,419 15,175,620 
Number of remote hosted borrowers:2,812,713 6,207,747 6,145,981 6,406,923 6,393,151 6,332,261 6,211,132 

(a) During the second quarter of 2018, the Company converted Great Lakes' FFELP and private education servicing
volume to Nelnet Servicing's platform to leverage the efficiencies of supporting more volume on fewer systems.


16


Education Technology, Services, and Payment Processing
The following table provides disaggregated revenue by servicing offering for the Education Technology, Services, and Payment Processing operating segment.
Three months endedSix months ended
June 30, 2019March 31, 2019June 30, 2018June 30, 2019June 30, 2018
Tuition payment plan services$24,655 30,173 20,417 54,829 43,404 
Payment processing
21,311 28,979 16,026 50,290 35,952 
Education technology and services
14,096 19,709 12,018 33,805 28,993 
Other
280 298 281 578 614 
Education technology, services, and payment processing revenue
$60,342 79,159 48,742 139,502 108,963 
Communications Financial and Operating Data
Certain financial and operating data for ALLO is summarized in the tables below.
Three months endedSix months ended
June 30, 2019March 31, 2019June 30, 2018June 30, 2019June 30, 2018
Residential revenue$11,890 75.5 %$11,065 76.1 %$7,727 74.9 %$22,955 75.7 %$14,472 74.2 %
Business revenue3,816 24.2  3,414 23.5  2,535 24.6  7,230 23.9  4,917 25.2  
Other 52 0.3  64 0.4  58 0.5  115 0.4  120 0.6  
Communications revenue$15,758 100.0 %$14,543 100.0 %$10,320 100.0 %$30,300 100.0 %$19,509 100.0 %
Internet$9,297 59.0 %$8,449 58.1 %$5,387 52.2 %$17,726 58.5 %$10,086 51.7 %
Television4,050 25.7  3,898 26.8  3,086 29.9  7,939 26.2  5,872 30.1  
Telephone2,395 15.2  2,167 14.9  1,827 17.7  4,575 15.1  3,512 18.0  
Other16 0.1  29 0.2  20 0.2  60 0.2  39 0.2  
Communications revenue$15,758 100.0 %$14,543 100.0 %$10,320 100.0 %$30,300 100.0 %$19,509 100.0 %
Net loss$(4,932)(4,810)(8,082)(9,743)(15,121)
EBITDA (a)1,246 1,031 (1,835)2,276 (3,668)
Capital expenditures15,040 11,958 27,189 26,998 45,088 

As of
June 30,
2019
As of
March 31,
2019
As of December 31, 2018As of September 30, 2018As of
June 30,
2018
As of
March 31,
2018
As of December 31, 2017
Residential customer information:
Households served42,760 40,338 37,351 32,529 27,643 23,541 20,428 
Households passed (b)132,984 127,253 122,396 110,687 98,538 84,475 71,426 
Households served/passed32.2 %31.7 %30.5 %29.4 %28.1 %27.9 %28.6 %
Total households in current markets and new markets announced (c)159,974 152,840 152,840 142,602 137,500 137,500 137,500 

(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
17


measures of financial performance, such as net income or any other performance measures derived in accordance with GAAP. A reconciliation of EBITDA from ALLO's net loss under GAAP is presented below:
Three months endedSix months ended
June 30, 2019March 31, 2019June 30, 2018June 30, 2019June 30, 2018
Net loss
$(4,932)(4,810)(8,082)(9,743)(15,121)
Net interest (income) expense
(1)(2)3,302 (3)5,810 
Income tax benefit
(1,558)(1,519)(2,552)(3,077)(4,775)
Depreciation and amortization
7,737 7,362 5,497 15,099 10,418 
Earnings (loss) before interest, income taxes, depreciation, and amortization (EBITDA)
$1,246 1,031 (1,835)2,276 (3,668)
(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 third quarter of 2018, ALLO began providing service in Fort Morgan, Colorado. During the fourth quarter of 2018, ALLO began providing service in Hastings, Nebraska. During the second quarter of 2019, ALLO announced plans to expand its network to make services available in Breckenridge Colorado.
Other Income
The following table summarizes the components of "other income."
 Three months endedSix months ended
 June 30, 2019March 31, 2019June 30, 2018June 30, 2019June 30, 2018
Gain (loss) on investments and notes receivable, net$4,258 (427)(901)3,831 7,787 
Borrower late fee income
3,161 3,512 2,758 6,674 5,741 
Management fee revenue
2,051 1,872 1,756 3,923 2,917 
Gain on sale of loans1,712 — — 1,712 — 
Investment advisory fees731 711 1,394 1,441 2,986 
Other4,239 3,399 4,573 7,638 8,704 
Other income$16,152 9,067 9,580 25,219 28,135 
Derivative Settlements
The following table summarizes the components of "derivative settlements, net" included in the attached consolidated statements of income.
 Three months endedSix months ended
 June 30, 2019March 31, 2019June 30, 2018June 30, 2019June 30, 2018
1:3 basis swaps$807 2,334 2,979 3,140 1,315 
Interest rate swaps - floor income hedges
12,165 16,701 19,074 28,867 27,664 
Interest rate swaps - hybrid debt hedges
— — (125)— (285)
Total derivative settlements - income (expense)
$12,972 19,035 21,928 32,007 28,694 


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Loans Receivable
Loans receivable consisted of the following:
As ofAs ofAs of
 June 30, 2019December 31, 2018June 30, 2018
Federally insured student loans:
Stafford and other$4,804,295 4,969,667 4,879,259 
Consolidation16,349,837 17,186,229 17,715,531 
Total21,154,132 22,155,896 22,594,790 
Private education loans198,752 225,975 180,935 
Consumer loans237,952 138,627 80,560 
 21,590,836 22,520,498 22,856,285 
Loan discount, net of unamortized loan premiums and deferred origination costs
(38,952)(53,572)(73,831)
Non-accretable discount(33,535)(29,396)(18,370)
Allowance for loan losses:
Federally insured loans(39,056)(42,310)(37,263)
Private education loans(10,157)(10,838)(11,664)
Consumer loans(13,378)(7,240)(4,788)
 $21,455,758 22,377,142 22,710,369 
Loan Activity
The following table sets forth the activity of loans:
 Three months endedSix months ended
 June 30, 2019March 31, 2019June 30, 2018June 30, 2019June 30, 2018
Beginning balance$22,082,643 22,520,498 21,733,713 22,520,498 21,995,877 
Loan acquisitions:
Federally insured student loans570,092 270,015 1,948,372 840,107 2,532,958 
Private education loans— — 194 — 194 
Consumer loans114,633 70,121 14,212 184,754 37,566 
Total loan acquisitions684,725 340,136 1,962,778 1,024,861 2,570,718 
Repayments, claims, capitalized interest, and other
(873,466)(504,720)(590,062)(1,378,186)(1,212,346)
Consolidation loans lost to external parties(255,386)(273,271)(248,752)(528,657)(496,572)
Loans sold(47,680)— (1,392)(47,680)(1,392)
Ending balance$21,590,836 22,082,643 22,856,285 21,590,836 22,856,285 











19


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.
Three months endedSix months ended
 June 30, 2019March 31, 2019June 30, 2018June 30, 2019June 30, 2018
Variable loan yield, gross 5.00 %5.04 %4.46 %5.02 %4.31 %
Consolidation rebate fees(0.84) (0.84) (0.85) (0.84) (0.85) 
Discount accretion, net of premium and deferred origination costs amortization
0.02  0.03  0.04  0.02  0.05  
Variable loan yield, net4.18  4.23  3.65  4.20  3.51  
Loan cost of funds - interest expense(3.42) (3.47) (3.00) (3.44) (2.77) 
Loan cost of funds - derivative settlements (a) (b) 0.02  0.04  0.05  0.03  0.01  
Variable loan spread0.78  0.80  0.70  0.79  0.75  
Fixed rate floor income, gross
0.20  0.19  0.25  0.19  0.29  
Fixed rate floor income - derivative settlements (a) (c)
0.23  0.31  0.34  0.27  0.25  
Fixed rate floor income, net of settlements on derivatives
0.43  0.50  0.59  0.46  0.54  
Core loan spread (d)1.21 %1.30 %1.29 %1.25 %1.29 %
Average balance of loans$21,837,774 22,313,270 22,959,660 22,075,522 22,415,580 
Average balance of debt outstanding21,536,878 21,989,065 22,476,114 21,761,723 21,965,618 


Three months endedSix months ended
June 30, 2019March 31, 2019June 30, 2018June 30, 2019June 30, 2018
Core loan spread1.21 %1.30 %1.29 %1.25 %1.29 %
Derivative settlements (1:3 basis swaps)(0.02) (0.04) (0.05) (0.03) (0.01) 
Derivative settlements (fixed rate floor income)(0.23) (0.31) (0.34) (0.27) (0.25) 
Loan spread0.96 %0.95 %0.90 %0.95 %1.03 %


(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 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 "Derivative Settlements" included in this supplement for the net settlement activity recognized by the Company for each type of derivative for the periods presented in the table.

(b) Derivative settlements include the net settlements received related to the Company’s 1:3 basis swaps.
(c) Derivative settlements include the net settlements received related to the Company’s floor income interest rate swaps.
(d) Core loan spread, excluding consumer loans, would have been 1.16%, 1.22%, and 1.23% for the three months ended June 30, 2019, March 31, 2019, and June 30, 2018, respectively, and 1.17% and 1.25% for the six months ended June 30, 2019 and 2018, respectively. Other than consumer loans funded in the Company's consumer loan warehouse facility that was obtained on January 11, 2019, consumer loans were and continue to be funded by the Company using operating cash, until they can be funded in a secured financing transaction. Consumer loans funded with operating cash do not have a cost of funds (debt) associated with them. The average balance of consumer loans outstanding for the three months ended June 30, 2019, March 31, 2019, and June 30, 2018 and six months ended June 30, 2019 and 2018 was $212.6 million, $159.2 million, $81.5 million, $185.9 million, and $74.3 million, respectively. The average balance outstanding on the consumer loan warehouse facility for the three months ended June 30, 2019, three months ended March 31, 2019, and six months ended June 30, 2019 was $141.6 million, $77.2 million, and $109.4 million, respectively.



20




A trend analysis of the Company's core and variable student loan spreads is summarized below.
slsgraph2019q2.jpg

(a) The interest earned on the majority of the Company's FFELP student loan assets is indexed to the one-month
LIBOR rate. The Company funds a large portion 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.
The 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 endedSix months ended
 June 30, 2019March 31, 2019June 30, 2018June 30, 2019June 30, 2018
Fixed rate floor income, gross$10,840 10,425 14,453 21,265 31,700 
Derivative settlements (a)12,165 16,701 19,074 28,867 27,664 
Fixed rate floor income, net$23,005 27,126 33,527 50,132 59,364 
Fixed rate floor income contribution to spread, net
0.43 %0.50 %0.59 %0.46 %0.54 %

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



21


Fixed Rate Floor Income
The following table shows the Company’s federally insured student loan assets that were earning fixed rate floor income as of June 30, 2019.
Fixed interest rate rangeBorrower/lender weighted average yieldEstimated variable conversion rate (a)Loan balance
5.0 - 5.49% 5.31%  2.67%  $365,335 
5.5 - 5.99% 5.67%  3.03%  330,214 
6.0 - 6.49% 6.19%  3.55%  376,435 
6.5 - 6.99% 6.70%  4.06%  368,377 
7.0 - 7.49% 7.17%  4.53%  128,060 
7.5 - 7.99% 7.71%  5.07%  221,966 
8.0 - 8.99% 8.18%  5.54%  522,559 
> 9.0%  9.05%  6.41%  195,963 
  $2,508,909 

(a) The estimated variable conversion rate is the estimated short-term interest rate at which loans would convert to a variable rate. As of June 30, 2019, the weighted average estimated variable conversion rate was 4.25% and the short-term interest rate was 248 basis points.

The following table summarizes the outstanding derivative instruments as of June 30, 2019 used by the Company to economically hedge loans earning fixed rate floor income.
MaturityNotional amountWeighted average fixed rate paid by the Company (a)
2019$500,000 1.12 %
20201,500,000 1.01  
2021600,000 2.15  
2022 (b)500,000 1.90  
2023400,000 2.24  
2024200,000 2.27  
 $3,700,000 1.53 %

(a) For all interest rate derivatives, the Company receives discrete three-month LIBOR.
(b) $250 million of the notional amount of these derivatives have forward effective start dates in June 2021.
22