0001299709 ax:InHouseOriginatedLoansMember us-gaap:ResidentialMortgageMember us-gaap:FinancingReceivables60To89DaysPastDueMember 2018-06-30



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-K
ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended June 30, 2019
2022
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number: 001-37709

AXOS FINANCIAL, INC.
(Exact name of registrant as specified in its charter)
Delaware33-0867444
(State or other jurisdiction of

incorporation or organization)
(I.R.S. Employer

Identification No.)
9205 West Russell Road, STESuite 400, Las Vegas, NV                  Las Vegas,NV89148
(Address    (Address of principal executive offices)                      (zip code)
Registrant’s telephone number, including area code: (858(858) 649-2218
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common stock, $.01 par valueAXNew York Stock Exchange
6.25% Subordinated Notes Due 2026AXONew York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes o No
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days.   
Yes      No   
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes     No   
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filerAccelerated filer
Non-accelerated filer  Smaller reporting company
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. Yes No
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).    
Yes    No  
The aggregate market value of the voting and non-voting stockcommon equity held by non-affiliates of the registrant, based upon the closing sales price of the common stock on the New York Stock Exchange of $24.89$55.91 on December 31, 20182021 was $1,066,478,929.$2,687,522,806.
The number of shares of the registrant’s common stock outstanding as of August 23, 2019September 6, 2022 was 61,235,291.59,970,728.

DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant’s definitive Proxy Statement for the period ended June 30, 2019registrant’s 2022 Annual Meeting of Stockholders are incorporated by reference into Part III.







AXOS FINANCIAL, INC.
INDEX







FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K may contain various forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934, and the Private Securities Litigation Reform Act of 1995. Forward-looking statements include projections, statements of the plans, goals and objectives of management for future operations, statements of future economic performance, assumptions underlying these statements, and other statements that are not statements of historical facts. Words such as “anticipates,” “expects,” “intends,” “plans,” “predicts,” “potential,” “believes,” “seeks,” “estimates,” “should,” “may,” “will” and variations of these words or similar expressions are intended to identify forward-looking statements. Forward-looking statements also include the assumptions underlying or relating to any of the foregoing statements.
References in this report to the “Company,” “us,” “we,” “our,” “Axos Financial,” or “Axos” are all to Axos Financial, Inc. on a consolidated basis. References in this report to “Axos Bank,” the “Bank,” or “our bank” are to Axos Bank, one of our consolidated subsidiaries.
Forward-looking statements are subject to significant business, economic and competitive risks, uncertainties and contingencies, many of which are difficult to predict and beyond the control of Axos or the Bank, which could cause our actual results to differ materially from the results expressed or implied in such forward-looking statements. These and other risks, uncertainties and contingencies are described in this Annual Report on Form 10-K, including under “Item 1A. Risk Factors”, and the Company’s other reports filed with the Securities and Exchange Commission (the “SEC”) from time to time, including but aretime.
RISK FACTOR SUMMARY
Investing in our securities involves a high degree of risk. The following is a summary of certain material risks and uncertainties facing our business. This summary is not limiteda complete discussion of the risks and uncertainties affecting us. A more complete discussion of these and other risks and uncertainties is set forth under “Item 1A. Risk Factors” of this Annual Report on Form 10-K. Additional risks not presently known to the following:us or that we presently deem immaterial may also affect us. If any of these risks occur, our business, financial condition or results of operations could be materially and adversely affected.
Changes in interest rates;
General economic and market conditions, including the risk of a significant and/or prolonged period of inflation or economic downturn;
The soundness of other financial institutions;
Replacement of the LIBOR benchmark interest rate;
Uncertainties surrounding the severity, duration, and effects of the novel coronavirus (“COVID-19”) pandemic;
Changes in regulation or regulatory oversight, accounting rules, and laws, including tax laws;
Policies and regulations enacted by the Consumer Financial Protection Bureau;
Changes in United States trade policies;
Replacement of the LIBOR benchmark interest rate;
Changes in real estate values;
Possible defaults on our mortgagemultifamily residential loans;
Mortgage buying activity of Fannie Mae and Freddie Mac;
Financial and credit risks associated with commercial and industrial and commercial real estate loans;
Seasonal fluctuations in mortgage origination;
The adequacy of our allowance for loan and leasecredit losses;
Changes in the value of goodwill and other intangible assets;
Our risk management processes and procedures effectiveness;
Higher FDIC assessments could negatively impact profitability;
Our acquisition of a broker-dealer business and entry into the investment advisory business;
Changes to our size and structure;Our Digital Assets subsidiary;
Our ability to acquire and integrate acquired companies;
Changes in our relationship with H&R Block, Inc. and the financial benefits of that relationship;
The outcome or impact of current or future litigation involving the Company;
Our ability to access the equity capital markets;
Access to adequate funding;
Our ability to manage our growth and deploy assets profitably;
Competition for customers from other banks and financial services companies;
Our ability to maintain and enhance our brand;
Reputational risk associated with any negative publicity;
AFailure or circumvention of our controls and procedures;
Extreme weather conditions, a natural disaster, especially in California;California, rising sea levels, acts of war or terrorism, civil unrest, public health issues, or other adverse external events;
Increased regulation related to Environmental, Social and Governance factors
Our ability to retain the services of key personnel and attract, hire and retain other skilled managers;
Possible exposure to environmental liability;



Our dependence on third-party service providers for core banking and securities transactions technology;
Privacy concerns relating to our technology that could damage our reputation or deter customers from using our products and services;
Risk of systems failure and disruptions to operations;
Breach of information security measures and cybersecurity attacks;
Our reliance on continuedtechnology innovation;
The market price of our common stock may be volatile;
Our charter documents and unimpeded accessstate law may delay or prevent a change of control or changes in our management;
Changes to our size and structure;
Our ability to acquire and integrate acquired companies; and
The outcome or impact of current or future litigation involving the internet.Company;
The forward-looking statements contained in this Annual Report on Form 10-K are made on the basis of the views and assumptions of management regarding future events and business performance as of the date this Annual Report on Form 10-K is filed with the SEC. We do not undertake any obligation to update these statements to reflect events or circumstances occurring after the date this report is filed.

i




PART I

ITEM 1. BUSINESS
Overview
Axos Financial, Inc., is a financial holding company, a diversified financial services company with over $11.2$17.4 billion in assets that provides banking and securities products and services to its customers through its online and low-cost distribution channels and affinity partners. Axos Bank has deposit and loan customers nationwide including consumer and business checking, savings and time deposit accounts and financing for single family and multifamily residential properties, small-to-medium size businesses in target sectors, and selected specialty finance receivables. The Bank generates fee income from consumer and business products including fees from loans originated for sale and transaction fees earned from processing payment activity. Our securities products and services are offered through Axos Clearing LLC formerly known as COR Clearing, LLC (“Axos Clearing”), acquired on January 28, 2019and the entities Axos Invest, Inc. and Axos Invest Inc. (formally known as WiseBanyan, Inc.) (“AxosLLC (together, “Axos Invest”), acquired on February 26, 2019, which generate interest and fee income by providing comprehensive securities clearing services to introducing broker-dealers and registered investment advisor correspondents and digital investment advisory services to retail investors, respectively. On August 2, 2021, Axos Clearing closed its acquisition of E*TRADE Advisor Services, a registered investment advisor custody business and renamed it Axos Advisor Services (“AAS”). The addition of AAS provides new sources of fee income and services that complement the Securities Business products, a proprietary, turnkey technology platform to attract new registered investment advisor custody business, and generate low-cost core deposits. Axos Clearing is a clearing broker-dealer registered with the SEC and the Financial Industry Regulatory Authority, Inc. (“FINRA”). Axos Invest is a Registered Investment Advisor under the Investment Advisers Act of 1940, that is registered with the SEC. WiseBanyan Securities LLC,Axos Invest, Inc. is an introducing broker-dealer that is registered with the SEC and FINRA was acquired together with Axos Invest on February 26, 2019.FINRA. Axos Financial, Inc.’s common stock is listed on the New York Stock Exchange and is a component of the Russell 2000® Index, and the S&P SmallCap 600® Index, the KBW Nasdaq Financial Technology Index, and the Travillian Tech-Forward Bank Index.
AtOn June 30, 2019, we2022, Axos had total assets of $11,220.2 million,$17.4 billion, loans of $9,420.2 million,$14.1 billion, investment securities of $227.5 million,$0.3 billion, total deposits of $8,983.2 million$13.9 billion and borrowings of $627.4 million.$0.6 billion. Because we do not incur the significantly higher fixed operating costs inherent in a branch-based distribution system, we arethe Bank is able to rapidly grow our deposits and assets by providing a better value to our customers and by expanding our low-cost distribution channels.
Our business strategy is to grow our loan and lease originations and our deposits to achieve increased economies of scale and reduce the cost of products and services to our customers by leveraging our distribution channels and technology. We have designed our online banking platform and our workflow processes to handle traditional banking functions with elimination of duplicate and unnecessary paperwork and human intervention. Our Bank’s charter allows us to operateconduct banking operations in all fifty states, and our online presence allows us increased flexibility to target a large number of loan and deposit customers based on demographics, geography and service needs. Our low-cost distribution channels provide opportunities to increase our core deposits and increase our loan originations by attracting new customers and developing new and innovative products and services. Our securities clearing and custody and digital wealthinvestment management platforms provide a comprehensive set of technology, clearing, cash management and lending services targeted at independent registered investment advisors and introducing broker-dealers, principals and clients of advisory firms and individuals not affiliated with an investment advisor. Our plan to integrateWe are integrating our clearing and wealth management platforms with our banking platform willto create an easy to useeasy-to-use platform for customerscustomers’ banking and investing needs. Over time we expectAdditionally, our Securities Business to generatesecurities clearing and custody businesses generates additional low-cost deposits, which would be available to fund the Banking Business.serve as a source of funding for our Bank.
Our long-term business plan includes the following principal objectives:
Maintain an annualized return on average common stockholders’ equity of 17.0% or better;
Annually increase average interest-earning assets by 12% or more; and
Maintain an annualized efficiency ratio at the Bank to a level 40% or lower.


1


Segment Information
We operate through two operating segments: Banking Business and Securities Business.
The Banking Business includeshas a broad range of banking services including online banking, concierge banking, prepaid card services, and mortgage, vehicle and unsecured lending through online and telephonic distribution channels to serve the needs of consumers and small businesses nationally. In addition, the Banking Business focuses on providing deposit products nationwide to industry verticals (e.g., Title and Escrow), cash management products to a variety of businesses, and commercial & industrial and commercial real estate lending to clients. The Banking Business also includes a bankruptcy trustee and fiduciary service that provides specialized software and consulting services to Chapter 7 bankruptcy and non-Chapter 7 trustees and fiduciaries.
The Securities Business includes the Clearing Broker-Dealer, Registered Investment Advisor custody business, Registered Investment Advisor, and Introducing Broker-Dealer lines of businesses. These lines of business offer products independently to their own customers as well as to Banking Business clients. The products offered by the lines of business in the Securities Business primarily generate net interest and non-banking service fee income.
SegmentThe operating segments and segment results of the Company are determined based upon the management reporting system, which assigns balance sheet and income statement items to each of the business segments.segments and by which segment results are evaluated by the Chief Executive Officer in deciding how to allocate resources and in assessing performance. The process is designed around the organizational and management structure and, accordingly, the results derived are not necessarily comparable with similar information published by other financial institutions or in accordance with generally accepted accounting principles.
The Company evaluates performance and allocates resources based on pre-tax profit or loss from operations. There are no material inter-segment sales or transfers. Certain corporate administration costs and income taxes have not been allocated to the reportable segments. Therefore, in order to reconcile the two segments to the consolidated totals, we include parent-only activities and intercompany eliminations.
BANKING BUSINESS
We distribute our deposit products through a wide range of retail distribution channels, and our deposits consist of demand, savings and time deposits accounts. We distribute our loan products through our retail, correspondent and wholesale channels, and the loans we retain are primarily first mortgages secured by single family real property and by multifamily real property as well as commercial & industrial loans to businesses. Our mortgage-backed securities consist of mortgage pass-through securities issued by government-sponsored entities, non-agency collateralized mortgage obligations, municipal securities and asset-backed mortgage-backed securities issued by private sponsors.whole business securities. We believe our flexibility to adjust our asset generation channels has been a competitive advantage allowing us to avoid markets and products where credit fundamentals are poor or rewards are not sufficient to support our required return on equity.
Our distribution channels for our bank deposit and lending products include:
MultipleA national online banking brandsbrand with tailored products targeted to specific consumer segments;
Affinity groups where we gain access to the affinity group’s members, and our exclusive relationships with financial advisory firms;
A businesscommercial banking division focused on providing deposit products and loans to specific nationwide industry verticals (e.g., Homeowners’ Associations) and small and medium size businesses;
A commission-basedCommission-based lending sales force that operates from home, offices focusing primarily on the origination ofSan Diego, and Salt Lake City and originates single family and multifamily mortgage loans;
A commission-based lending sales force that operates from our San Diego office focusing onloans and commercial and industrial loans to businesses;
A commission-based leasing sales force that operates from our Salt Lake City office focusing on commercial and industrial leases to qualified businesses;
A bankruptcy and non-bankruptcy trustee and fiduciary services team that operates from our Kansas City office focusingfocused on specialized software and consulting services that provide deposits; and
Inside sales teams that originate loans and deposits from self-generated leads, third-party purchase leads, and from our retention and cross-sell of our existing customer base.
base from both our Banking business and Securities business.

2


Banking Business - Asset Origination and Fee Income Businesses
 We haveThe Bank has built diverse loan origination and fee income businesses that generate attractivetargeted financial returns through our digital distribution channels. We believe the diversity of our businesses and our direct and indirect distribution channels provide us with increased flexibility to manage through changing market and operating environments.
Single Family - Mortgage Secured Lending& Warehouse
We generate earning assets and fee income from our mortgage lending activities, which consist of originating and servicing mortgages secured primarily by first liens on single family residential properties for consumers and providing warehouse lines of credit for lender-finance businesses.third-party mortgage companies. We divide our single familysingle-family mortgage originations between loans we retain and loans we sell. Our mortgage banking business generates fee income and gains from sales of those consumer single family mortgage loans we sell. Our loan portfolio generates interest income and fees from loans we retain. We also provide home equity loans for consumers secured by second liens on single family mortgages. Our lender-finance loans are secured by our first lien on single family mortgages and include warehouse lines for third-party mortgage companies.
We originate fixed and adjustable rateadjustable-rate prime residential mortgage loans using a paperless loan origination system and centralized underwriting and closing process. Many of our loans have initial fixed rate periods (five, seven or ten years) before starting a regular adjustment period (annually, semi-annually or monthly) as well as, interest rate floors, ceilings and rate change caps. We warehouse our mortgage banking loans and sell to investors prime conformingconventional, government and jumbo residential mortgagenon-agency loans. Our mortgage servicing business includes collecting loan payments, applying principal and interest payments to the loan balance, managing escrow funds for the payment of mortgage-related expenses, such as taxes and insurance, responding to customer inquiries, counseling delinquent mortgagors and supervising foreclosures.
We originate single family mortgage loans for consumers through multiple channels on a retail, wholesale and correspondent basis.
Retail. We originate single family mortgage loans direct to consumers through our relationships with large affinity groups, leads from referral partners, portfolio retention, cross-selling and acquiring leads from third parties.
Wholesale. We have relationships with licensed mortgage brokers from which the Bank manages wholesale loan pipelines through our originations systems and websites. Through our secure website, our approved brokers can compare programs, terms and pricing on a real time basis and communicate with our staff.
We originate single family mortgage loans directly through i) our multiple national online banking brand websites, where our customers can view interest rates and loan terms, enter their loan applications and lock in interest rates directly online, ii) our relationships with large affinity groups and iii) our call center which uses self-generated internet leads, third-party purchased leads, and cross-selling to our existing customer base.
Wholesale. We have developed relationships with independent mortgage companies, cooperatives and individual loan brokers and we manage these relationships and our wholesale loan pipeline through our originations systems and websites. Through our secure website, our approved brokers can compare programs, terms and pricing on a real time basis and communicate with our staff.
Correspondent. We acquire closed loans from third-party mortgage companies that originate single family loans in accordance with our portfolio specifications or the specifications of our investors. We may purchase pools of seasoned, single-family loans originated by others during economic cycles when those loans have more attractive risk-adjusted returns than those we may originate.
We originate lender-finance loans to businesses secured by first liens on single family mortgage loans from cross selling, retail direct and through third-partiesthird parties. Our warehouse customers are primarily generated through cross selling to our network of third-party mortgage companies approved to wholesale our consumer mortgage loans. Other lender-finance customers are generated by our commissions-based sales force dedicated to commercial & industrial lending who contact borrowers directly or through individual loan brokers.companies.
Multifamily and Commercial Mortgage Secured Lending
We originate adjustable rateadjustable-rate multifamily residential mortgage loans and project-based multifamily real-estate-secured loans with interest rates that adjust based on the American Interbank Offered Rate (“Ameribor”) or the Secured Overnight Financing Rate (“SOFR”). We hold existing adjustable-rate multifamily residential mortgage loans and project-based multifamily real-estate-secured loans with interest rates that adjust based on U.S. Treasury security yields and London Interbank Offered Rate (“LIBOR”). Many of our loans have initial fixed rate periods (three, five or seven years) before starting a regular adjustment period (annually, semi-annually or monthly) as well as prepayment protection clauses, interest rate floors ceilings and rate change caps.
We divide our multifamily residential mortgage originationsportfolio between the loans we retain and the loans we sell. Our mortgage banking business includes gains from those multifamily mortgage loans we sell. Our loan portfolio generates interest income and fees from the loans we retain.
We originate multifamily mortgage loans using a commission-based commercial lending sales force that operates from home offices across the United States or from our San Diego location. Customers are targeted through origination techniques such as direct mail marketing, personal sales efforts, email marketing, online marketing and print advertising. Loan applications are submitted electronically to centralized employee teams who underwrite, process and close loans. The sales force team members operate regionally both as retail originators for apartment owners and wholesale representatives to other mortgage brokers.

3


Commercial Real Estate Secured and Commercial Lending
OurWe originate loans across the U.S. secured by real estate properties under a variety of structures that we classify as commercial real estate-securedestate (“CRE”). A few examples are as follows: Commercial Bridge to Sale, Commercial Bridge to Construction, Commercial Bridge to Refinance and Acquisition, Development, Construction, and Lender Finance. CRE Loans are originated by our sales force dedicated to commercial lending consists of mortgagesby contacting borrowers directly or by working with third-party partners or brokers to businesses secured by first liens on commercial real estate. Historically, we have limited our exposure to commercialsingle family, multifamily, condominium, office, retail, mixed-use, hospitality, undeveloped or to-be-redeveloped land or small business loans. Repayment of CRE loans generally depends on the successful completion of the real estate transition project and have primarily purchased seasoned mortgagespermanent take-out or sale of the underlying assets on small commercial properties when they were offered as a partthe line. We attempt to mitigate risk by adhering to underwriting policies in evaluating the collateral and the creditworthiness of a residential mortgage loan pool. In fiscal 2015, we began to originate adjustable rate small balance commercial real estate loans with interest rates that adjust based on U.S. Treasury security yieldsborrowers and LIBOR. Manyguarantors.
Commercial & Industrial - Non-Real Estate (Non-RE)
Comprising the majority of our loans have initial fixed rate periods (three, five or seven years) before starting a regular adjustment period (annually, semi-annually or monthly) as well as prepayment protection clauses, interest rate floors, ceilings and rate change caps.
Ourthis portfolio are commercial and industrial lending (“C&I”) is primarily comprised of real estate-backed andnon-real estate, asset-backed loans, lines of credit and leasesterm loans made to businesses and non-bank lenders. We started our C&I lending in 2010 with a focus on business cash flow lending and have subsequently moved to providing financing to non-bank lenders that originate lending productscommercial borrowers secured by residentialcommercial assets, including, but not limited to, receivables, inventory and commercial real estate assets. Our C&I lending has also expandedequipment. We typically reduce exposure in these loans by entering into a structured facility, under which we take a senior lien position collateralized by the underlying assets at advance rates well inside the collateral value. Commercial and industrial leases comprise the remainder of this portfolio and are primarily made based on the operating cash flows of the borrower or conversion of working capital assets to other specialty commercial real estate lending types, as well as to other asset-based lending securedcash and secondarily on the underlying collateral provided by non-real estate-related collateral.
Our C&I group also providesthe borrower. We provide leases to small businesses and middle market companies that use the funds to purchase machinery, equipment and software essential to their operations. The lease terms are generally between two and ten years and amortize primarily to full repayment, or in some cases, to a de minimis residual balance that is expected to be collected through the sale of the collateral to the lessee or to a third party.balance. The leases are offered nationwide to companies in targeted industries through a direct sales force and through independent third party sales referrals.
Specialty Finance Factoring
Our specialty finance division engages Although commercial and industrial loans and leases are often collateralized directly or indirectly by equipment, inventory, accounts or loans receivable or other business assets, the liquidation of collateral in the wholesaleevent of a borrower default may be an insufficient source of repayment because accounts or loans receivable may be uncollectible and retail purchaseinventories and equipment may be obsolete or of state lottery prize and structured settlement annuity payments. These payments are high credit quality deferred payment receivables having a state lottery commission or primarily highly rated insurance company payor. Purchases of state lottery prize or structured settlement annuity payments are governed by specific state statutes requiring judicial approval of each transaction. No transaction is funded before an order approving such transaction has been entered by a court of competent jurisdiction. Our commission-based sales force originates contracts for the retail purchase of such payments from leads generated by our dedicated research departmentlimited use. We attempt to mitigate these risks through the usestructuring of proprietary research techniques. The Specialty Finance Division also utilizes direct mail and online marketingthese lending products, adhering to generate leads. Since 2013, poolsunderwriting policies in evaluating the management of structured settlement receivables have been originated for sale depending upon management’s assessment of interest rate risk, liquidity, and offers containing favorable terms.
Prepaid Cards and Refund Transfer
Our prepaid cards division provides card issuing and bank identification number (“BIN”) sponsorship services to companies who have developed payroll, general purpose reloadable, incentive and gift card programs. BIN Sponsorship includes issuing debit and prepaid cards from BINs licensed to the Bank by the various payment networks, managing risk for all programs, overseeing compliance with network and government regulations, and functioning as liaison between program managersbusiness and the payment networks. These programs generate fee incomecredit-worthiness of borrowers and low-cost deposits.guarantors.
We are also responsible for the primary oversight and control of a refund transfer program under an agreement with Emerald Financial Services, LLC (“EFS”), a wholly owned subsidiary of H&R Block, Inc. (“H&R Block”). Under this program, the Bank opens a temporary bank account for each H&R Block customer who is receiving an income tax refund and elects to defer payment of his or her tax preparations fees. After the Internal Revenue Service and any state income tax authorities transfer the refund into the customer’s account, the net funds are transferred to the customer and the temporary deposit account is closed. We earn a fixed fee paid by H&R Block for each of the H&R Block customers electing a refund transfer.
Automobile Lending
Our automobile lending division originates prime and subprime loans to customers secured by new and used automobiles (“autos”). In 2015 and 2016Our subprime loans are insured via a default risk mitigation product in which we added systems and personnel to increaserecoup a large percentage of the deficiency balance on charged off loans. We distribute our auto lending portfolio. Weloan products through direct and indirect channels, hold all of the auto loans that we have originatedoriginate and perform the loan servicing functions for these loans. Our loans carry a fixed interest rate for periods ranging from three to eight years and generate interest income and fees.
4




Other Consumer and Business Lending
We originate fixed rate term unsecured loans to individual borrowers in all fifty states. We offer loans between $5,000 and $35,000$50,000 with terms of twelve, twenty-four, thirty-six, forty-eight, sixty and sixtyseventy-two months to well qualified borrowers. The minimum credit score since 2018 is 680.700. All applicants apply digitally and are required to supply proof ofwe validate income, identity and funding bank account documentation.account. One hundred percent of loans are manually underwritten by a seasoned underwriter with a telephone interview conducted in respect of every approved loan prior to funding. We source our unsecured loans through existing bank customers, lead aggregators and additional marketing efforts.
Through our strategic partnerships division, our Bank establishes contractual relationships with third-party service providersOther
We also originate other loans, which include structure settlements, Small Business Administration (“SBA”) loans, and securities-backed loans. Structured settlements are originated through the wholesale and retail purchase of state lottery prize and structured settlement annuities. These annuities are high credit quality deferred payment receivables having a state lottery commission or primarily highly rated insurance company payor. Purchases of state lottery prize or structured settlement annuities are governed by specific state statutes requiring judicial approval of each transaction. Federal Paycheck Protection Program Managers”(“PPP”) possessing demonstrated expertise in managing programs involving marketing and processing financial products such as credit, debit, and prepaid cards, and small business and consumer loans. These relationships include our relationships with H&R Block, Netspend and BFS Capital, among others. As delineatedloans made by the Bank under the Federal Coronavirus Aid, Relief and Economic Security Act (“CARES”) Act are guaranteed by the Small Business Administration (“SBA”) and, if the loan funds are used by the borrower for specific purposes as provided under the PPP, may be fully or partially forgiven by the SBA at which time, the Bank will receive funds related contracts, a Program Managerto the PPP loan forgiveness directly from the SBA. The Bank also provides program management services in its areas of expertise subject to our Bank’s continuing control and active supervision of the subject program. Underwriting standards and credit decisioning remain with our Bank in all cases. Each of these relationships is designed to allow our Bank to leverage the Program Manager’s knowledge and experience to distribute program-related financial products to a broad base of customers. With respect to credit products, our Bank generally originates the resulting receivable for sale, but may, in its discretion, retain such receivable. Our Bank performs extensive due diligence with respect to each Program Manager and program, and maintains a regimen of comprehensive risk management and strict compliance oversight with respect to all programs. Under agreements with EFS and H&R Block, our Bank uses our underwriting guidelines and credit policies to offer and fund unsecuredsecurities-backed lines of credit (sbloc) to consumers primarily through the H&R Block tax preparation offices and earns interest income and fee income. Our Bank retains 10%borrowers collateralized by marketable securities at advance rates generally less than 50% of these lines of credit and sells the remainder to H&R Block. Our Bank also originates or purchases interest-free loans to consumers that are offered primarily through H&R Block tax preparation offices. Our Bank has a limited guarantee from H&R Block that reduces our Bank’s credit exposure on these interest-free loans.
Our Bank also provides overdraft lines of credit for our qualifying deposit customers with checking accounts.



current fair market value.
Portfolio Management
Our investment analysis capabilities are a core competency of our organization. We decide whether to hold originated assets for investment or to sell them in the capital markets based on our assessment of the yield and risk characteristics of these assets as compared to other available opportunities to deploy our capital. Because risk-adjusted returns available on acquisitions may exceed returns available through retaining assets from our origination channels, we have elected to purchase loans and securities (see discussion below) from time to time. Some of our loans and security acquisitions were purchased at discounts to par value, which enhance our effective yield through accretion into income in subsequent periods.
Loan Portfolio Composition. The following table sets forth the composition of our loan and lease portfolio in amounts and percentages by type of loan at the end of each fiscal year-end for the last fivethree years:
 At June 30,
 2019 2018 2017 2016 2015
(Dollars in thousands)Amount Percent Amount Percent Amount Percent Amount Percent Amount Percent
Single family real estate secured:                   
Mortgage$4,278,822
 45.3% $4,198,941
 49.3% $3,901,754
 52.4% $3,678,520
 57.5% $2,980,795
 59.6%
Home equity2,258
 % 2,306
 % 2,092
 % 2,470
 % 3,604
 0.1%
Warehouse and other820,559
 8.7% 412,085
 4.8% 452,390
 6.1% 537,714
 8.4% 385,413
 7.7%
Multifamily real estate secured1,948,513
 20.6% 1,800,919
 21.1% 1,619,404
 21.7% 1,373,216
 21.5% 1,185,531
 23.7%
Commercial real estate secured326,154
 3.4% 220,379
 2.6% 162,715
 2.2% 121,746
 1.9% 61,403
 1.2%
Auto and RV secured290,894
 3.1% 213,522
 2.5% 154,246
 2.1% 73,676
 1.2% 13,140
 0.3%
Factoring93,091
 1.0% 169,885
 2.1% 160,674
 2.1% 98,275
 1.5% 122,200
 2.4%
Commercial & Industrial1,653,314
 17.5% 1,481,051
 17.4% 992,232
 13.3% 514,300
 8.0% 248,584
 5.0%
Other35,705
 0.4% 18,598
 0.2% 3,754
 0.1% 2,542
 % 601
 %
Total loans and leases held for investment9,449,310
 100.0% 8,517,686
 100.0% 7,449,261
 100.0% 6,402,459
 100.0% 5,001,271
 100.0%
Allowance for loan and lease losses(57,085)   (49,151)   (40,832)   (35,826)   (28,327)  
Unamortized premiums/discounts, net of deferred loan fees(10,101)   (36,246)   (33,936)   (11,954)   (44,326)  
Net loans and leases held for investment$9,382,124
   $8,432,289
   $7,374,493
   $6,354,679
   $4,928,618
  
At June 30,
202220212020
(Dollars in thousands)AmountPercentAmountPercentAmountPercent
Single Family - Mortgage & Warehouse$3,988,462 28.0 %$4,359,472 37.8 %$4,722,304 44.2 %
Multifamily and Commercial Mortgage2,877,680 20.2 %2,470,454 21.4 %2,263,054 21.1 %
Commercial Real Estate4,781,044 33.5 %3,180,453 27.5 %2,297,920 21.5 %
Commercial & Industrial - Non-RE2,028,128 14.2 %1,123,869 9.7 %885,320 8.3 %
Auto & Consumer567,228 4.0 %362,180 3.1 %341,365 3.1 %
Other11,134 0.1 %58,316 0.5 %193,479 1.8 %
Total loans held for investment$14,253,676 100.0 %$11,554,744 100.0 %$10,703,442 100.0 %
Allowance for credit losses(148,617)(132,958)(75,807)
Unamortized premiums/discounts, net of deferred loan fees(13,998)(6,972)3,714 
Net loans held for investment$14,091,061 $11,414,814 $10,631,349 
The following table sets forth the amount of loans maturing in our total loans held for investment based on the contractual terms to maturity:
 Term to Contractual Maturity
(Dollars in thousands)Less Than Three MonthsOver Three Months Through One YearOver One Year Through Five YearsOver 5 Years Through 15 YearsOver 15 YearsTotal
June 30, 2022$553,013 $1,587,126 $5,135,709 $1,765,334 $5,212,494 $14,253,676 
5


 Term to Contractual Maturity
(Dollars in thousands)Less Than Three Months Over Three Months Through One Year Over One Year Through Five Years Over Five Years Total
June 30, 2019$501,409
 $772,607
 $1,630,409
 $6,544,885
 $9,449,310


The following table sets forth the amount of our loans at June 30, 20192022 that are due after June 30, 20202023 and indicates whether they have fixed, floating or adjustable interest rates:
(Dollars in thousands)Fixed 
Floating or
Adjustable1
 Total
Single family real estate secured:     
Mortgage$72,858
 $4,173,792
 $4,246,650
Home equity613
 1,645
 2,258
Warehouse and other13,211
 177,083
 190,294
Multifamily real estate secured52,880
 1,851,655
 1,904,535
Commercial real estate secured14,934
 300,620
 315,554
Auto and RV secured290,731
 
 290,731
Factoring82,993
 
 82,993
Commercial & Industrial329,933
 779,398
 1,109,331
Other32,948
 
 32,948
Total$891,101
 $7,284,193
 $8,175,294
(Dollars in thousands)Fixed
Floating or
Adjustable1
Total
Single Family - Mortgage & Warehouse$133,825 $3,561,884 $3,695,709 
Multifamily and Commercial Mortgage52,421 2,793,940 2,846,361 
Commercial Real Estate209,084 2,955,961 3,165,045 
Commercial & Industrial - Non-RE286,349 1,546,297 1,832,646 
Auto & Consumer563,993 — 563,993 
Other9,783 — 9,783 
Total$1,255,455 $10,858,082 $12,113,537 
1 Included in this category are hybrid mortgages (e.g., 5/1 adjustable rate mortgages) that carry a fixed rate for an introductory term before transitioning to an adjustable rate.
Our mortgage loans are secured by properties primarily located in the western United States. The following table shows the largest states and regions ranked by location of these properties:
At June 30, 2019At June 30, 2022
Percentage of Loan Principal Secured by Real Estate Located in State or RegionPercentage of Loan Principal Secured by Real Estate Located in State or Region
  Single family    
State or RegionTotal Real Estate Mortgage Loans Mortgage Home Equity 
Multifamily
real estate secured
 
Commercial
real estate secured
State or RegionTotal Real Estate Mortgage LoansSingle Family MortgageMultifamily real estate securedCommercial
Real Estate
California—south1
55.12% 53.79% 52.08% 58.30% 55.12%
California—south1
35.2 %55.2 %54.5 %8.0 %
California—north2
17.08% 15.46% 10.43% 20.11% 21.66%
California—north2
10.2 %15.4 %13.8 %3.9 %
New York9.47% 11.56% 11.38% 4.67% 8.56%New York26.0 %13.0 %18.8 %40.5 %
Florida5.11% 6.91% % 1.45% 1.78%Florida5.4 %5.0 %5.1 %6.0 %
Arizona1.66% 2.28% 2.25% 0.48% %
Washington1.44% 1.07% 5.99% 2.40% 0.82%
Illinois1.46% 0.29% % 3.92% 3.29%
Hawaii1.29% 1.80% % 0.27% 0.23%
Colorado0.99% 0.71% % 1.45% 2.03%
New JerseyNew Jersey3.2 %0.8 %0.1 %7.0 %
Texas0.86% 0.70% % 1.14% 1.36%Texas2.0 %0.6 %0.6 %3.9 %
District of ColumbiaDistrict of Columbia1.8 %0.3 %0.1 %4.0 %
GeorgiaGeorgia1.7 %0.3 %0.1 %3.9 %
MassachusettsMassachusetts1.1 %0.7 %— %2.0 %
VirginiaVirginia1.1 %0.2 %— %2.4 %
All other states5.52% 5.43% 17.87% 5.81% 5.15%All other states12.3 %8.5 %6.9 %18.4 %
100.00% 100.00% 100.00% 100.00% 100.00%100.0 %100.0 %100.0 %100.0 %
1 Consists of mortgage loans secured by real property in California with ZIP Code ranges from 90000 to 92999.
2 Consists of mortgage loans secured by real property in California with ZIP Code ranges from 93000 to 96999.
The ratio of the loan amount to the value of the property securing the loan is called the loan-to-value ratio (“LTV”). The following table shows the LTVs of our loan portfolio on weighted-average and median bases at June 30, 2019.2022. The LTVs were calculated by dividing (a) the loan principal balance less principal repayments by (b) the appraisal value of the property securing the loan.
  Single family    
Total Real Estate Mortgage Loans Mortgage 
Home Equity1
 Multifamily real estate secured Commercial real estate securedTotal Real Estate Mortgage LoansSingle Family - Mortgage & WarehouseMultifamily and Commercial MortgageCommercial
Real Estate
Weighted Average LTV55.50% 57.23% 29.68% 52.59% 49.10%Weighted Average LTV56 %57 %53 %58 %
Median LTV55.82% 57.91% 52.59% 50.43% 47.40%Median LTV54 %56 %50 %26 %
1 Amounts represent combined LTV calculated by adding the current balances of both the first and second liens of the borrower and dividing that sum by an independent estimated value of the property at the time of origination.
Our effective weighted-average LTV of 55.77%56.75% for real estate mortgage loans originated during the fiscal year ended June 30, 20192022 has resulted, and we believe will continue to result, in relatively low average loan defaults and favorable write-off experience.

6


Loan Underwriting Process and Criteria. WeThe Bank individually underwrite theunderwrites loans that we originateoriginated and all loans that we purchase.purchased. For our brand partnership lending products, we construct or validate loan origination models to meet our minimum standards as further described below.standards. Our loan underwriting policies and procedures are written and adopted by our boardBank’s Board of directorsDirectors and our credit committee.Bank’s Credit Committee. Credit extensions generated by the Bank conform to the intent and technical requirements of our lending policies and the applicable lending regulations of our federal regulators.
In the underwriting process we consider all relevant factors including the borrower’s credit score, credit history, documented income, existing and new debt obligations, the value of the collateral, and other internal and external factors. For all multifamily and commercial real estate loans, we rely primarily on the cash flow from the underlying property as the expected source of repayment, but we also endeavor to obtainrepayment; often the Bank obtains personal guarantees from all material owners or partners of the borrower. In evaluating a multifamily or commercial real estate credit, we consider all relevant factors including the outside financial assets of the material owners or partners, payment history at the Bank or other financial institutions, and the management / ownership experience with similar properties or businesses. In evaluating the borrower’s qualifications, we consider primarily the borrower’s other financial resources, experience in owning or managing similar properties and payment history with us or other financial institutions. In evaluating the underlying property, we consider primarily the recurring net operating income of the property before debt service and depreciation, the ratio of net operating income to debt service and the ratio of the loan amount to the appraised value.
Lending Limits. As a savings association, we are generally subject to the same lending limit rules applicable to national banks. With limited exceptions, the maximum amount that we may lend to any borrower, including related entities of the borrower, at any one time may not exceed 15% of our unimpaired capital and surplus, plus, provided certain conditions are met, an additional 10% of unimpaired capital and surplus for loans fully secured by readily marketable collateral. See “Regulation of Axos Bank”Banking Business - Loan-to-One Borrower Limitations” for further information. At June 30, 2019,2022, the Bank’s loans-to-one-borrower limit was $148.5$258.8 million, based upon the 15% of unimpaired capital and surplus measurement. At June 30, 2019,2022, our largest outstanding loan and single lending relationshipbalance was $140.0$190.0 million.
Loan and Lease Quality and Credit Risk. Historically, our level of non-performing mortgage loans as a percentage of our loan and lease portfolio has been relatively low compared to the overall residential lending market. The economyIn 2020 and 2021, the global pandemic caused an increase in non-performing mortgage and consumer credit marketsloans industry-wide. Our non-performing mortgage loans have stabilized.since began trending toward a relatively low level. Additionally, we have recently increased our efforts to make loans to businesses through lending programs that are not as seasoned as our mortgage lending. Therefore, we anticipate that our rate of non-performing loans and leases may increase in the future, and we have provided an allowance for estimated loan and leasecredit losses.
Non-performing assets are defined as non-performing loans and leases real estatewhich are often on non-accrual status as they are more than 90 days past due; however, there are other conditions which may cause these assets to be non-performing, such as the underlying collateral being acquired by foreclosure or deed-in-lieu thereof and repossessed vehicles. Generally, non-performing loans and leases are defined as nonaccrual loans and leases and loans and leases 90 days or more overdue.deed-in-lieu. Troubled debt restructurings (“TDRs”) are defined as loans that wewhich have agreedbeen modified to modify by accepting below market terms either by granting interest rate concessions or by deferring principal or interest payments due to financial difficulty of the customer. Our policy with respect to non-performing assets is to place such assets on nonaccrual status when, in the judgment of management, the probability of collection of interest is deemed to be insufficient to warrant further accrual. When a loan or lease is placed on nonaccrual status, previously accrued but unpaid interest will be deducted from interest income. Our general policy is to not accrue interest on loans and leases past due 90 days or more, unless the individual borrower circumstances dictate otherwise.
See Management’s Discussion and Analysis — “Asset Quality and Allowance for Loan and Leasecredit Losses” for a history of non-performing assets and allowance for loan and leasecredit losses.
Investment Securities Portfolio. We classifyAxos classifies each investment security according to our intent to hold the security to maturity, trade the security at fair value or make the security available-for-sale. We invest available funds in government and high-grade non-agency securities. Our investment policy, as established by our Board of Directors, is designed to maintain liquidity and generate a favorable return on investment without incurring undue interest rate risk, credit risk or portfolio asset concentration risk. Under our investment policy, we are currentlythe Bank is authorized to invest in agency mortgage-backed obligations issued or fully guaranteed by the United States government, non-agency mortgage-backedasset-backed obligations, specific federal agency obligations, municipal obligations, specific time deposits, negotiable certificates of deposit issued by commercial banks and other insured financial institutions, investment grade corporate debt securities and other specified investments. We also buy and sell securities to facilitate liquidity and to help manage our interest rate risk. During the quarter ended September 30, 2016, the Company elected to reclassify all of its held-to-maturity securities to available-for-sale. See Note 4 – “Securities” to the Consolidated Financial Statements for further information.

7


The following table sets forth the dollar amount of our securities portfolio by intent at the end of each of the last fivethree fiscal years:
 Available-for-Sale Held-to-maturity Trading  
(Dollars in thousands)Fair Value Carrying Amount Fair Value Total
Fiscal year end       
June 30, 2019$227,513
 $
 $
 $227,513
June 30, 2018180,305
 
 
 180,305
June 30, 2017264,470
 
 8,327
 272,797
June 30, 2016265,447
 199,174
 7,584
 472,205
June 30, 2015163,361
 225,555
 7,832
 396,748

Available-for-SaleHeld-to-maturityTrading
(Dollars in thousands)Fair ValueCarrying AmountFair ValueTotal
Fiscal year end
June 30, 2022$262,518 $— $1,758 $264,276 
June 30, 2021187,335 — 1,983 189,318 
June 30, 2020187,627 — 105 187,732 
The following table sets forth the expected maturity distribution of our mortgage-backed securities and the contractual maturity distribution of our Non-RMBS securities and the weighted-average yield for each range of maturities:
At June 30, 2019At June 30, 2022
Total Amount Due Within One Year Due After One but within Five Years Due After Five but within Ten Years Due After Ten YearsTotal AmountDue Within One YearDue After One but within Five YearsDue After Five but within Ten YearsDue After Ten Years
(Dollars in thousands)Amount 
Yield1
 Amount 
Yield1
 Amount 
Yield1
 Amount 
Yield1
 Amount 
Yield1
(Dollars in thousands)Amount
Yield1
Amount
Yield1
Amount
Yield1
Amount
Yield1
Amount
Yield1
Available-for-sale                   Available-for-sale
Mortgage-backed securities:                   Mortgage-backed securities:
U.S. Agency2
$9,486
 2.47% $862
 2.65% $2,905
 2.65% $2,674
 2.57% $3,045
 2.16%
Agency2
Agency2
$27,722 1.40 %$4,794 1.65 %$13,035 1.55 %$7,149 1.38 %$2,744 0.35 %
Non-Agency3
13,489
 5.00% 1,877
 4.89% 5,938
 4.60% 3,824
 4.71% 1,850
 7.01%
Non-Agency3
187,616 5.61 %27,386 8.08 %158,382 5.13 %1,402 10.56 %446 7.17 %
Total Mortgage-Backed Securities$22,975
 3.96% $2,739
 4.18% $8,843
 3.96% $6,498
 3.83% $4,895
 3.99%Total Mortgage-Backed Securities$215,338 5.07 %$32,180 7.12 %$171,417 4.86 %$8,551 2.89 %$3,190 1.30 %
Non-RMBS                   Non-RMBS
U.S. agencies$1,682
 2.44% $1,682
 2.44% $
 % $
 % $
 %
Municipal$21,974
 3.01% $3,952
 2.27% $5,150
 1.28% $8,266
 4.05% $4,606
 3.70%Municipal3,529 3.57 %— — %— — %— — %3,529 3.57 %
Asset-backed securities and structured notes179,976
 6.00% 16,918
 7.43% 163,058
 5.85% 
 % 
 %Asset-backed securities and structured notes47,000 8.24 %12,260 8.24 %34,740 8.24 %— — %— — %
Total Non-RMBS$203,632
 5.65% $22,552
 6.15% $168,208
 5.71% $8,266
 4.05% $4,606
 3.70%Total Non-RMBS$50,529 7.91 %$12,260 8.24 %$34,740 8.24 %$— — %$3,529 3.57 %
Available-for-sale—Amortized Cost$226,607
 5.48% $25,291
 5.94% $177,051
 5.63% $14,764
 3.95% $9,501
 3.85%Available-for-sale—Amortized Cost$265,867 5.61 %$44,440 7.43 %$206,157 5.43 %$8,551 2.89 %$6,719 2.49 %
Available-for-sale—Fair Value$227,513
 5.48% $25,960
 5.94% $178,194
 5.63% $13,980
 3.95% $9,379
 3.85%Available-for-sale—Fair Value$262,518 5.62 %$44,713 7.43 %$203,674 5.43 %$7,987 2.89 %$6,144 2.49 %
Total securities$227,513
 5.48% $25,960
 5.94% $178,194
 5.63% $13,980
 3.95% $9,379
 3.85%
Total available-for-sale securitiesTotal available-for-sale securities$262,518 5.62 %$44,713 7.43 %$203,674 5.43 %$7,987 2.89 %$6,144 2.49 %
1 Weighted-average yield is based on amortized cost of the securities. Residential mortgage-backed security yields and maturities include impact of expected prepayments and other timing factors such as interest rate forward curve. Yields presented in this table are adjusted for OTTI, which is non-accretable.
2 Includes securities guaranteed by Ginnie Mae, a U.S. government-backed or government-sponsoredgovernment agency, and the government sponsored enterprises including Fannie Mae and Freddie Mac and Ginnie Mae.Mac.
3 Private sponsors of securities collateralized primarily by pools of 1-4 family residential first mortgages. Primarily super senior securities and secured bymo prime, Alt-A or pay-option ARM mortgages.
Our available-for-sale securities portfolio of $227.5$262.5 million at June 30, 20192022 is composed of approximately 4.2% U.S.9.6% agency residential mortgage-backed securities (“RMBS”) and other debt securities issued by the government-sponsored enterprises primarily, Fannie Mae and Freddie Mac (each, a “GSE” and, together, the “GSEs”); 0.8% U.S. Treasury securities; 0.6%49.8% Alt-A, private-issue super senior, first-lien RMBS; 5.1%2.6% Pay-Option ARM, private-issue super senior first-lien RMBS; 9.3% Municipal securities and 80.0% asset-backed and whole business securities secured by consumer receivables. We had no18.8% commercial mortgage-backed securities (“CMBS”),; 1.2% Municipal securities and 18.0% whole business securities. We had no asset-backed, sub-prime RMBS or bank pooled trust preferred securities at June 30, 2019.


2022.
We manage the credit risk of our non-agency RMBSsecurities by purchasing those securities which we believe have the most favorable blend of historic credit performance and remaining credit enhancements including subordination, over collateralization, excess spread and purchase discounts. Substantially all of our non-agency RMBSsecurities are super senior tranches protected against realized loss by subordinated tranches. The amount of structural subordination available to protect each of our securities (expressed as a percentage of the current face value) is known as credit enhancement. At June 30, 2019,2022, the weighted-average credit enhancement in our entire non-agency RMBSMBS portfolio was 19.0%19.7%. The credit enhancement percentage and the ratings agency grade (e.g. “AA”) do not consider additional credit protection available to the Bank, if needed, from its purchase discount. All of the Bank’s non-agency RMBS purchases were at a discount to par and we do not solely rely upon nationally recognized statistical rating organizations (“NRSRO”) ratings when determining classification. This change in Bank policy was brought about by changes in regulatory stance regarding classification of securities as mandated by Congress under section 939A of the Dodd-Frank Act, which required any reference to, or reliance on, NRSROs to be removed when determining the creditworthiness of securities. We have experienced personnel monitor the performance and measure the security for impairment in accordance with regulatory guidance. As of June 30, 2019, 26.9% of our non-agency RMBS securities have been downgraded from investment grade at acquisition to below investment grade. See Management’s Discussion and Analysis—“Critical Accounting Policies—Securities.”
8


Bank-owned life insurance. The following table summarizes the activity in the Company’s bank-owned life insurance (“BOLI”) as of the dates indicated:
(Dollars in thousands)BOLI Values
Balance as of June 30, 2019$6,969 
    Death benefits(763)
    Change in Contract Value174 
Balance as of June 30, 20206,380 
    Additions50,000 
    Change in Contract Value175 
Balance as of June 30, 202156,555 
    Additions100,000 
    Change in Contract Value4,220 
Balance as of June 30, 2022$160,775 
Bank-owned life insurance is included in the ‘Other assets’ line in the Consolidated Balance Sheets.
Banking Business - Deposit Generation
We offer a full line of deposit products, which we source through both online and branch distribution channels using an operating platform and marketing strategies that emphasize low operating costs and are flexible and scalable for our business. Our full featured products and platforms, 24/7 customer service and our affinity relationships result in customer accounts with strong retention characteristics. We continuously collect customer feedback and improve our processes to satisfy customer needs.
At June 30, 2019,2022, we had $8,983.2 million$13.9 billion in deposits of which $6,617.2 million,$12.9 billion, or 73.7%92.4% were demand and savings accounts, and $2,366.0 million,$1.1 billion, or 26.3%7.6% were time deposits. We generate deposit customer relationships through our distribution channels including websites, sales teams, online advertising, print and digital advertising, financial advisory firms, affinity partnerships and lending businesses which generate escrow deposits and other operating funds. Our distribution channels include:
A businesscommercial banking division, which focuses on providing deposit productsand treasury management solutions nationwide to targeted industry verticals (e.g., Homeowners’ Associations and Non-Profit) as well as cash management products to a variety of businesses through a dedicated sales team;team. The comprehensive suite of services offered through the commercial banking division include;
Deposit and Liquidity Management: Analyzed Checking Accounts, Interest Checking Accounts, Money Market Accounts, Zero Balance Accounts, Insured Cash Sweep;
◦     Payables: ACH Origination, Wire Transfer, Commercial Check Printing, Business Bill Pay and Account Transfer;
◦     Receivables: Remote Deposit Capture, Mobile Deposit, Lockbox, Merchant Services, Online Payment Portal;
◦     Information Reporting and Reconciliation: Prior Day and Current Day Summary and Detail Reporting;
◦     Security and Fraud Prevention: Direct Link Security, Check Positive Pay, ACH Blocks and Filters; and
◦     API Capabilities: A growing suite of API-enabled capabilities provides an additional channel for clients to perform their banking activities.
An online consumer platform that delivers an enhanced banking experience with tailored products targeted to specific consumer segments. For example, one tailored product is designed for customers who are looking for full-featured demand accounts and very competitive fees and interest rates, while another product targets primarily tech-savvy, Generation X and Generation Y customers that are seeking a low-fee cost structure and a high-yield savings account;
A concierge banking offer serving the needs of high net worth individuals with premium products and dedicated service;
Financial advisory firms who introduce their clients to our deposit products through Axos Advisor;
9


Axos Advisor;
Relationships with affinity groups where we gain access to the affinity group’s members;
A call center that opens accounts through self-generated internet leads, third-party purchased leads, affinity relationships,partnerships, and our retention and cross-sell efforts to our existing customer base;
A prepaid card division, which provides card issuingfull-service fiduciary team catered specifically to support bankruptcy and BIN sponsorship services to companiesnon-bankruptcy trustees and generates low cost deposits;fiduciaries with their software and
A bankruptcy and non-bankruptcy trustee and fiduciary service business who introduce their clients to our deposit products. banking needs.
Our online consumer banking platform is full-featured requiring only single sign-in with quick and secure access to activity, statements and other features including:
Purchase Rewards. Customers can earn cash back by using their VISA® Debit Card at select merchants; Customers can earn cash back by using their VISA® Debit Card at select merchants.
Mobile Banking. Customers can access with Touch ID on eligible devices, review account balances, transfer funds, deposit checks and pay bills from the convenience of their mobile phone.
Mobile Deposit. Customers can instantly deposit checks from their smart phones using our Mobile App.
Online Bill Payment Service. Customers can automatically pay their bills online from their account.
Peer to Peer payments. Customers can securely send money via email or text messaging through this service.
My Deposit. Customers can scan checks with this remote deposit solution from their home computers. Scanned images will be electronically transmitted for deposit directly to their account.


Mobile Banking. Customers can access with Touch ID on eligible devices, review account balances, transfer funds, deposit checks and pay bills from the convenience of their mobile phone;
Text Message Banking. Customers can view their account balances, transaction history, and transfer funds between their accounts via these text message commands from their mobile phones.
Unlimited ATM reimbursements. With certain checking accounts, Customers are reimbursed for any fees incurred using an ATM (excludes international ATM transactions). This gives them access to any ATM in the nation, for free.
Secure Email. Customers can send and receive secure emails from our customer service department without concern for the security of their information.
InterBank Transfer. Customers can transfer money to their accounts at other financial institutions from their online banking platform.
VISA® Debit Cards or ATM Cards. Customers may choose to receive either a free VISA® Debit or an ATM card upon account opening. Customers can access their accounts worldwide at ATMs and any other locations that accept VISA® Debit cards.
Overdraft Protection. Eligible Customers can enroll in one of our overdraft protection programs.
Digital Wallets. Our Apple Pay™, Samsung Pay™ and Android Pay™ solutions provide the same ease to pay as a debit card with an eligible device. The mobile experience is easy and seamless.
Cash Deposit
Mobile Deposit. Customers can instantly deposit checks from their smart phones using our Mobile App;
Online Bill Payment Service. Customers can automatically pay their bills online from their account;
Peer to Peer Payments. Customers can securely send money via email or text messaging through this service;
My Deposit. Customers can scan checks with this remote deposit solution from their home computers. Scanned images will be electronically transmitted for deposit directly to their account;
Text Message Banking. Customers can view their account balances, transaction history, and transfer funds between their accounts via these text message commands from their mobile phones;
Unlimited ATM Reimbursements. With certain checking accounts, customers are reimbursed for any fees incurred using an ATM (excludes international ATM transactions). This provides customers with access to any ATM in the nation, for free;
Secure Email and Chatbot. Customers can use our chatbot and send or receive secure emails from our customer service department without concern for the security of their information;
InterBank Transfer. Customers can transfer money to their accounts at other financial institutions from their online banking platform;
VISA® Debit Cards or ATM Cards. Customers may choose to receive either a free VISA® Debit or an ATM card upon account opening. Customers can access their accounts worldwide at ATMs and any other locations that accept VISA® Debit cards;
Overdraft Protection. Eligible customers can enroll in one of our overdraft protection programs;
Digital Wallets. Our Apple Pay™, Samsung Pay™ and Android Pay™ solutions provide the same ease to pay as a debit card with an eligible device. The mobile experience is easy and seamless; and
Cash Deposit Through Reload @ the Register. Customers can visit any Walmart, Safeway, ACE Cash Express, CVS Pharmacy, Dollar General, Dollar Tree, Family Dollar, Kroger, Rite Aid, 7-Eleven and Walgreens, and ask to load cash into their account at the register. A fee is applied.
Our consumer and business deposit balances consisted of 66.5%53.7% and 33.5%46.3% of total deposits at June 30, 2019,2022, respectively. Our business deposit accounts feature a full suite of treasury and cash management products for our business customers including online and mobile banking, remote deposit capture, analyzed business checking and money market accounts. We service our business customers by providing them with a dedicated relationship manager and an experienced business banking operations team.
Our deposit operations are conducted through a centralized, scalable operating platform which supports all of our distribution channels. The integrated nature of our systems and our ability to efficiently scale our operations create competitive advantages that support our value proposition to customers. Additionally, the features described above such as online account opening and online bill-pay promote self-service and further reduce our operating expenses.
We believe our deposit franchise will continue to provide lower all-in funding costs (interest expense plus operating costs) with greater scalability than branch-intensive banking models because the traditional branch model with high fixed operating costs will experience continued declines in consumer traffic due to the decline in paper check deposits and due to growing consumer preferences to bank online.
10


The number of deposit accounts at the end of each of the last fivethree fiscal years is set forth below:
 At June 30,
 2019 2018 2017 2016 2015
Non-interest-bearing, prepaid and other3,743,334
 3,535,904
 3,113,128
 1,816,266
 553,245
Checking and savings accounts311,067
 270,082
 274,962
 292,012
 31,461
Time deposits23,447
 2,309
 2,748
 4,807
 5,515
Total number of deposit accounts4,077,848
 3,808,295
 3,390,838
 2,113,085
 590,221



At June 30,
202220212020
Non-interest-bearing, prepaid and other42,372 36,726 27,108 
Checking and savings accounts344,593 336,068 310,463 
Time deposits8,734 12,815 18,450 
Total number of deposit accounts395,699 385,609 356,021 
Deposit Composition. The following table sets forth the dollar amount of deposits by type and weighted average interest rates at the end of each of the last fivethree fiscal years:
At June 30,At June 30,
2019 2018 2017 2016 2015202220212020
(Dollars in thousands)Amount 
Rate1
 Amount 
Rate1
 Amount 
Rate1
 Amount 
Rate1
 Amount 
Rate1
(Dollars in thousands)Amount
Rate1
Amount
Rate1
Amount
Rate1
Non-interest-bearing$1,441,930
 
 $1,015,355
 
 $848,544
 
 $588,774
 
 $309,339
 
Non-interest-bearing$5,033,970 — $2,474,424 — $1,936,661 — 
Interest-bearing:                   Interest-bearing:
Demand2,709,014
 2.06% 2,519,845
 1.60% 2,593,491
 0.89% 1,916,525
 0.63% 1,224,308
 0.48%Demand3,611,889 0.61 %3,369,845 0.15 %3,456,127 0.37 %
Savings2,466,214
 1.48% 2,482,430
 1.31% 2,651,176
 0.81% 2,484,994
 0.69% 2,126,792
 0.67%Savings4,245,555 0.95 %3,458,687 0.21 %3,697,188 0.78 %
Total demand and savings5,175,228
 1.78% 5,002,275
 1.46% 5,244,667
 0.85% 4,401,519
 0.66% 3,351,100
 0.60%Total demand and savings7,857,444 0.79 %$6,828,532 0.18 %$7,153,315 0.58 %
Time deposits2,366,015
 2.43% 1,967,720
 2.32% 806,296
 2.46% 1,053,758
 1.96% 791,478
 1.99%Time deposits1,055,008 1.25 %1,512,841 1.22 %2,246,718 1.91 %
Total interest-bearing7,541,243
 1.99% 6,969,995
 1.70% 6,050,963
 1.06% 5,455,277
 0.91% 4,142,578
 0.87%
Total interest-bearing2
Total interest-bearing2
$8,912,452 0.85 %$8,341,373 0.37 %$9,400,033 0.90 %
Total deposits$8,983,173
 1.67% $7,985,350
 1.48% $6,899,507
 0.93% $6,044,051
 0.82% $4,451,917
 0.81%Total deposits$13,946,422 0.54 %$10,815,797 0.29 %$11,336,694 0.75 %
1 Based on weighted-average stated interest rates at the end of the period.
2 The total interest-bearing includes brokered deposits of $1,032.7 million as of June 30, 2022, of which $250.0 million are time deposits classified as $250 and under.
The following tables set forth the average balance, the interest expense and the average rate paid on each type of deposit at the end of each of the last fivethree fiscal years:
For the Fiscal Year Ended June 30,
 202220212020
(Dollars in thousands)Average BalanceInterest ExpenseAvg. Rate PaidAverage BalanceInterest ExpenseAvg. Rate PaidAverage BalanceInterest ExpenseAvg. Rate Paid
Demand$3,873,382 $12,429 0.32 %$3,817,516 $14,444 0.38 %$2,191,103 $31,882 1.46 %
Savings2,899,939 7,624 0.26 %3,387,182 14,587 0.43 %2,653,597 35,001 1.32 %
Time deposits1,226,774 13,567 1.11 %1,825,795 31,498 1.73 %2,482,151 60,033 2.42 %
Total interest-bearing deposits$8,000,095 $33,620 0.42 %$9,030,493 $60,529 0.67 %$7,326,851 $126,916 1.73 %
Total deposits$11,927,290 $33,620 0.28 %$11,212,502 $60,529 0.54 %$9,316,856 $126,916 1.36 %
 For the Fiscal Year Ended June 30,
 2019 2018 2017
(Dollars in thousands)Average Balance Interest Expense Avg. Rate Paid Average Balance Interest Expense Avg. Rate Paid Average Balance Interest Expense Avg. Rate Paid
Demand$1,494,040
 $25,321
 1.69% $2,381,000
 $28,807
 1.21% $2,197,000
 $16,049
 0.73%
Savings2,412,793
 36,070
 1.49% 2,325,238
 25,206
 1.08% 2,422,769
 18,507
 0.76%
Time deposits2,322,039
 55,689
 2.40% 990,635
 25,838
 2.61% 941,919
 21,938
 2.33%
Total interest-bearing deposits$6,228,872
 $117,080
 1.88% $5,696,873
 $79,851
 1.40% $5,561,688
 $56,494
 1.02%
Total deposits$7,456,157
 $117,080
 1.57% $6,749,817
 $79,851
 1.18% $6,336,099
 $56,494
 0.89%
Total deposits that exceeded the FDIC insurance limit of $250 thousand at June 30, 2022 were $2.3 billion. The maturities of certificates of deposit that exceeded the FDIC insurance limit of $250 thousand at June 30, 2022 are as follows:
(Dollars in thousands)June 30, 2022
3 months or less$5,840 
3 months to 6 months2,821 
6 months to 12 months7,057 
Over 12 months13,838 
Total$29,556 
11

 For the Fiscal Year Ended June 30,
 2016 2015
(Dollars in thousands)Average
Balance
 Interest
Expense
 Avg. Rate
Paid
 Average
Balance
 Interest
Expense
 Avg. Rate
Paid
Demand$1,460,266
 $8,750
 0.60% $1,549,207
 $10,165
 0.66%
Savings2,189,157
 15,861
 0.72% 1,313,088
 10,544
 0.80%
Time deposits852,590
 18,056
 2.12% 790,661
 14,024
 1.77%
Total interest-bearing deposits$4,502,013
 $42,667
 0.95% $3,652,956
 $34,733
 0.95%
Total deposits$5,241,777
 $42,667
 0.81% $3,908,277
 $34,733
 0.89%

The following table shows the maturity dates of our certificates of deposit at the end of each of the last fivethree fiscal years:
 At June 30,
(Dollars in thousands)2019 2018 2017 2016 2015
Within 12 months$1,306,072
 $1,259,119
 $187,536
 $497,825
 $373,999
13 to 24 months351,374
 97,226
 14,149
 41,668
 73,118
25 to 36 months99,502
 11,118
 74,631
 5,463
 36,991
37 to 48 months126,525
 35,981
 3,305
 71,518
 4,605
49 months and thereafter482,542
 564,276
 526,675
 437,284
 302,765
Total$2,366,015
 $1,967,720
 $806,296
 $1,053,758
 $791,478



At June 30,
(Dollars in thousands)202220212020
Within 12 months$742,804 $1,021,465 $1,079,674 
13 to 24 months155,376 214,232 540,669 
25 to 36 months141,841 125,943 180,590 
37 to 48 months9,037 138,485 132,629 
49 months and thereafter5,950 12,716 313,156 
Total$1,055,008 $1,512,841 $2,246,718 
The following table shows maturities of our time deposits having principal amounts of $100,000$100 thousand or more at the end of each of the last fivethree fiscal years:
 Term to Maturity  
(Dollars in thousands)Within Three Months Over Three Months to Six Months Over Six Months to One Year Over One Year Total
Fiscal year end         
June 30, 2019$151,176
 $363,486
 $376,714
 $335,201
 $1,226,577
June 30, 201896,837
 75,464
 33,125
 41,569
 246,995
June 30, 201771,771
 21,137
 71,266
 606,892
 771,066
June 30, 2016100,048
 133,603
 228,532
 539,726
 1,001,909
June 30, 201537,842
 189,604
 106,826
 386,837
 721,109
Term to Maturity
(Dollars in thousands)Within Three MonthsOver Three Months to Six MonthsOver Six Months to One YearOver One YearTotal
Fiscal year end
June 30, 2022$313,508 $151,315 $98,476 $121,411 $684,710 
June 30, 2021469,404 163,710 140,740 175,566 949,420 
June 30, 2020487,188 94,647 321,409 469,283 1,372,527 
SECURITIES BUSINESS
Our Securities Business consists of two sets of products and services, securities services provided to third-party securities firms and investment management provided to consumers.
Securities services. We offer fully disclosed clearing services through Axos Clearing to FINRA-FINRA and SEC-registeredSEC registered member firms for trade execution and clearance as well as back office services such as record keeping, trade reporting, accounting, general back-office support, securities and margin lending, reorganization assistance, and custody of securities. At June 30, 2019,2022, we provided services to 62275 financial organizations, including correspondent broker-dealers and registered investment advisers.advisors.
We provide financing to our brokerage customers for their securities trading activities through margin loans that are collateralized by securities, cash, or other acceptable collateral. We earn a spread equal to the difference between the amount we pay to fund the margin loans and the amount of interest income we receive from our customers.
We conduct securities lending activities that include borrowing and lending securities with other broker-dealers. These activities involve borrowing securities to cover short sales and to complete transactions in which clients have failed to deliver securities by the required settlement date, and lending securities to other broker dealersbroker-dealers for similar purposes. The net revenues for this business consist of the interest spreads generated on these activities.
We provide a proprietary, turnkey technology platform for custody services to our registered investment advisor customers. This platform provides fee income and services that complement our securities business products, while also generating low cost core deposits.
We assist our brokerage customers in managing their cash balances and earn a fee through an insured bank deposit cash sweep program.
Investment management. Through our digital wealth managementretail securities business, Axos Invest, we provide our retail customers with investment managementthe option of having both self-directed and digital advice services through a comprehensive and flexible technology platform. We expect to integrate ourhave integrated both the digital wealth managementadvice platform and self-directed trading platforms into our universal digital banking platform, in the near future, creating a seamless user experience and a holistic personal financial management ecosystem. Our digital wealth managementadvice business generates fee income from clientscustomers paying an annual fee for premiumadvisory services and deposits from uninvested cash balances. Our self-directed trading program generates income from traditional transaction charges and fees from customer memberships.
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BORROWINGS
Borrowings.In addition to deposits, we have historically funded our asset growth through advances from the Federal Home Loan Bank of San Francisco (“FHLB”). Our bank can borrow up to 40% of its total assets from the FHLB, and borrowings are collateralized by mortgage loans and mortgage-backed securities pledged to the FHLB. At June 30, 2019,2022, the Company had $458.5$117.5 million advances outstanding with anotheran additional $2.0 billion available immediately which represents a fully collateralized position,and an additional $3.9 billion available with additional collateral, for advances from the FHLB for terms up to ten years.
The Bank has federal funds lines of credit with two major banks totaling $35.0$175.0 million. At June 30, 2019,2022, the Bank had no outstanding balance on either line.
The Bank can also borrow from the Federal Reserve Bank of San Francisco (“FRB”FRBSF”), and borrowings may be collateralized by commercial, consumer and mortgage loans as well as securities pledged to the FRB.FRBSF. Based on loans and securities pledged at June 30, 2019,2022, we had a total borrowing capacity of approximately $1.6$2.8 billion, none of which was outstanding. The Bank has additional unencumbered collateral that could be pledged to the FRBFRBSF Discount Window to increase borrowing liquidity. Additionally, the Bank can borrow through the Paycheck Protection Program Liquidity Facility (“PPPLF”). The Bank has zero advances outstanding from the Federal Reserve Bank through the Paycheck Protection Program Liquidity Facility, and no Small Business Administration Paycheck Protection Program Loans pledged as of June 30, 2022.
Axos Clearing has a total of $155.0$150.0 million uncommitted secured lines of credit available for borrowing as needed.borrowing. As of June 30, 2019,2022, there was $106.8$58.4 million outstanding. These credit facilities bear interest at rates based on the Federal Funds rate and borrowings are due upon demand. The weighted average interest rate on the borrowings at June 30, 20192022 was 3.84%2.99%.
Axos Clearing has a $35.0$175.0 million committed unsecured line of credit available, which includes $100.0 million from Axos Financial, Inc., available for limited purpose borrowing. As of June 30, 2019,2022, there was $0.0$53.1 million outstanding.outstanding after elimination of intercompany balances. This credit facility bears interest at rates based on the Federal Funds rate and


borrowings are due upon demand. The unsecured line of credit requires Axos Clearing operate in accordance ofwith specific covenants surrounding capital and debt ratios. Axos Clearing was in compliance ofwith all covenants as of June 30, 2019.2022.
OnIn December 16, 2004, we completed a transaction that resulted in which we formed a trust and issued $5.0 million of trust-preferred securities. The net proceeds from the offering were used to purchase approximately $5.2 million of junior subordinated debentures offor our Companycompany with a stated maturity date of February 23, 2035. The debentures are the sole assets of the trust. The trust preferred securities are mandatorily redeemable upon maturity, or upon earlier redemption as provided in the indenture. We have the right to redeem the debentures in whole (but not in part) on or after specific dates, at a redemption price specified in the indenture plus any accrued but unpaid interest through the redemption date. Interest accrues at the rate of three-month LIBOR plus 2.4%, for a rate of 4.92%3.90% as of June 30, 2019, and is2022, with interest paid quarterly.
In March 2016, we completed the sale of $51.0 million aggregate principal amount of our 6.25% Subordinated Notes due February 28, 2026 (the “Notes”“Notes 2026”). We received $51.0 million in gross proceeds as a part of this transaction, before the 3.15% underwriting discount and other offering expenses. The Notes mature on February 28, 2026 and accrue interest at a rate of 6.25% per annum, with interest payable quarterly. In March 2021, the Company completed the redemption of $51.0 million aggregate principal amount of its Notes 2026. The Notes may be2026 were redeemed on or after March 31, 2021, which date may be extendedfor cash by the Company at our discretion, at a redemption price equal to100% of their principal amount, plus accrued and unpaid interest, subject to certain conditions.in accordance with the terms of the indenture governing the Notes 2026. Remaining unamortized deferred financing costs associated with such notes were expensed and included under Interest Expense - Other Borrowings in the Consolidated Statements of Income.
OnIn January 28, 2019, we issued subordinated notes totaling $7.5 million, to the principal stockholders of COR Securities in an equal principal amount, with a maturity of 15 months, to serve as the sole source of payment of indemnification obligations of the principal stakeholders of COR Securities under the Merger Agreement. Interest accrues at a rate of 6.25% per annum. During the three monthsfiscal year ended June 30, 2019, $0.1 million of subordinated loans were repaid. The Company is in the process of making an indemnification claim against the $7.4 million remaining.
In September 2020, the Company completed the sale of $175.0 million aggregate principal amount of its 4.88% Fixed-to-Floating Rate Subordinated Notes due October 1, 2030 (the “Notes 2030”). The Notes 2030 mature on October 1, 2030 and accrue interest at a fixed rate per annum equal to 4.88%, payable semi-annually in arrears on April 1 and October 1 of each year, commencing on April 1, 2021. From and including October 1, 2025, to, but excluding October 1, 2030 or the date of early redemption, the Notes 2030 will bear interest at a floating rate per annum equal to a benchmark rate (which is expected to be the Three-Month Term Secured Overnight Financing Rate) plus a spread of 476 basis points, payable quarterly in arrears on January 1, April 1, July 1 and October 1 of each year, commencing on January 2026. The Notes 2030 may be redeemed on or after October 1, 2025, which date may be extended at the Company’s discretion, at a redemption price equal to principal plus accrued and unpaid interest, subject to certain conditions. Fees and costs incurred in connection with the debt offering amortize to interest expense over the term of the Notes 2030.
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In March 2021, we filed a new shelf registration with the SEC, which allows us to issue up to $400.0 million through the sale of debt securities, common stock, preferred stock and warrants.
In February 2022, the Company completed the sale of $150.0 million aggregate principal amount of its 4.0% Fixed-to-Floating Rate Subordinated Notes (the “Notes 2032”). The Notes 2032 are obligations only of Axos Financial, Inc. The Notes 2032 mature on March 1, 2032 and accrue interest at a fixed rate per annum equal to 4.0%, payable semi-annually in arrears on March 1 and September 1 of each year, commencing on September 1, 2022. From and including March 1, 2027, to, but excluding March 1, 2032 or the date of early redemption, the Notes 2032 will bear interest at a floating rate per annum equal to a benchmark rate of the Three-Month Term SOFR plus a spread of 227 basis points, payable quarterly in arrears on March 1, June 1, September 1 and December 1 of each year, commencing on June 1, 2027. The Notes 2032 may be redeemed on or after March 1, 2027, which date may be extended at the Company’s discretion, at a redemption price equal to principal plus accrued and unpaid interest, subject to certain conditions. Fees and costs incurred in connection with the debt offering amortize to interest expense over the term of the Notes 2032.
The table below sets forth the amount of our borrowings, the maximum amount of borrowings in each category during any month-end during each reported period, the approximate average amounts outstanding during each reported period and the approximate weighted average interest rate thereon at or for the last fivethree fiscal years:
At or For The Fiscal Years Ended June 30,
(Dollars in thousands)202220212020
Advances from the FHLB:
Average balance outstanding$349,796 $211,077 $747,358 
Maximum amount outstanding at any month-end during the period$1,360,500 $353,500 $1,462,500 
Balance outstanding at end of period$117,500 $353,500 $242,500 
Average interest rate at end of period2.26 %1.18 %2.22 %
Average interest rate during period1.32 %2.21 %1.60 %
Paycheck Protection Program Liquidity Facility advances
Average balance outstanding$— $116,102 $3,092 
Maximum amount outstanding at any month-end during the period— 151,952 151,952 
Balance outstanding at end of period— — 151,952 
Average interest rate at end of period— %— %0.35 %
Average interest rate during period— %0.35 %0.35 %
Borrowings, subordinated notes and debentures:
Average balance outstanding$310,454 $340,699 $100,560 
Maximum amount outstanding at any month-end during the period$480,836 $456,380 $162,546 
Balance outstanding at end of period$562,744 $221,358 $83,837 
Average interest rate at end of period3.86 %4.68 %5.18 %
Average interest rate during period4.25 %3.65 %5.60 %
 At or For The Fiscal Years Ended June 30,
(Dollars in thousands)2019 2018 2017 2016 2015
Advances from the FHLB:         
Average balance outstanding$1,397,460
 $1,296,120
 $798,982
 $855,029
 $700,805
Maximum amount outstanding at any month-end during the period$3,424,000
 $2,240,000
 $1,317,000
 $1,129,000
 $1,075,000
Balance outstanding at end of period$458,500
 $457,000
 $640,000
 $727,000
 $753,000
Average interest rate at end of period2.32% 2.14% 1.79% 1.53% 1.36%
Average interest rate during period2.35% 1.76% 1.55% 1.31% 1.27%
Securities sold under agreements to repurchase:         
Average balance outstanding$
 $5,575
 $33,068
 $35,000
 $36,562
Maximum amount outstanding at any month-end during the period$
 $20,000
 $35,000
 $35,000
 $45,000
Balance outstanding at end of period$
 $
 $20,000
 $35,000
 $35,000
Average interest rate at end of period% % 4.25% 4.38% 4.38%
Average interest rate during period% 4.11% 4.43% 4.44% 4.47%
Borrowings, subordinated notes and debentures:         
Average balance outstanding$104,287
 $54,522
 $55,873
 $22,025
 $5,155
Maximum amount outstanding at any month-end during the period$214,477
 $54,552
 $56,511
 $58,185
 $5,155
Balance outstanding at end of period$168,929
 $54,552
 $54,463
 $58,066
 $5,155
Average interest rate at end of period4.78% 6.55% 6.57% 6.27% 2.68%
Average interest rate during period5.39% 6.70% 6.62% 5.90% 2.77%
MERGERS AND ACQUISITIONS
 From time to time, we undertake acquisitions or similar transactions consistent with our operating and growth strategies. DuringOn August 2, 2021 Axos Clearing, LLC, acquired certain assets and liabilities of E*TRADE Advisor Services (“EAS”), the registered investment advisor custody business of Morgan Stanley. This business was rebranded as Axos Advisor Services (“AAS”). AAS adds incremental fee income, a turnkey technology platform used by independent registered investment advisors for trading and custody services, and low-cost deposits that can be used to generate fee income from other bank partners or to fund loan growth at Axos Bank. The purchase price of $54.8 million consisted entirely of cash consideration paid upon acquisition and working capital adjustments. There were no other acquisitions or similar transactions undertaken during fiscal years ended June 30, 20192021 and 2018, there were transactions that are discussed further in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations under the heading “Mergers and Acquisitions.”2020.
TECHNOLOGY
Our technology is built on a collection of enterprise and client platforms that have been purchased, developed in-house or integrated with software systems to provide products and services to our customers. The implementation of our technology has


been conducted using industry best-practices and using standardized approaches in system design, software development, testing and delivery. At the core of our infrastructure, we have designed and implemented secure and scalable hardware solutions to ensure we meet the needs of our business. Our customer experiences were designed to address the needs of an internet-only a digital
14


bank and its customers. Our websites and technology platforms drive our customer-focused and self-service engagement model, reducing the need for human interaction while increasing our overall operating efficiencies. Our focus on internal technology platforms enable continuous automation and secure and scalable processing environments for increased transaction capacity. We intend to continue to improve and adapt technology platforms to meet business objectives and implement new systems with the goal of efficiently enabling our business.
SECURITY
We recognize that information is a critical asset. How information is managed, controlled and protected has a significant impact on the delivery of services. Information assets, including those held in trust, must be protected from unauthorized use, disclosure, theft, loss, destruction and alteration.
We employ ana robust information security program to achieve our security objectives. The program is designed to identify, measure, manageprevent, detect and controlrespond to cyberattacks. We also continue to make significant investments in enhancing our cyber defense capabilities to mitigate the risks to system and data availability, integrity, and confidentiality, and to ensure accountability for system actions.from the full spectrum of emerging cybersecurity threats.
INTELLECTUAL PROPERTY AND PROPRIETARY RIGHTS
As part of our strategy to protect and enhance our intellectual property, we rely on a variety of legal protections, including copyrights, trademarks, trade secrets, patents, internet domain names and certain contractual restrictions on solicitation and competition, and disclosure and distribution of confidential and proprietary information. We registeralso undertake measures to control access to and/or disclosure of our various Internet URL addresses with service companies,trade secrets and work actively with bank regulators to identify potential naming conflicts with competing financial institutions.other confidential and proprietary information. Policing unauthorized use of our intellectual property, trade secrets and other proprietary information is difficult and litigation may be necessary to enforce our intellectual property rights. We own certain Internet domain names. Domain names in the United States and in foreign countries are regulated, and the laws and regulations governing the Internet are continually evolving. Additionally, the relationship between regulations governing domain names and laws protecting intellectual property rights is not entirely clear. As a result, in the future, we may be unable to prevent third parties from acquiring domain names that infringe or otherwise decrease the value of our trademark and other intellectual property rights.
EMPLOYEESHUMAN CAPITAL
At June 30, 2019,2022, we had 10071,335 full-time equivalentemployees, which does not include seasonal internship employees. None of our employees are represented by a labor union or are subject to a collective bargaining agreement. We have not experienced any work stoppage and consider our relations with our employees to be satisfactory. We offer market-based, competitive wages and benefits in the market where we compete for talent.
We believe in promoting a diverse and inclusive work environment. We believe this is important to recruiting and retaining talent to allow our organization to achieve its goals and objectives.
The safety, health and wellness of our employees is a top priority. In response to the COVID-19 pandemic, we continue to take several actions, including implementing safety measures in buildings and supporting work from home when appropriate.
COMPETITION
The market for banking and financial services is intensely competitive, and we expect competition to continue to intensify in the future. The Bank attracts deposits through its banking sales force and online acquisition channels. Competition for those deposits comes from a wide variety of other banks, savings institutions, and credit unions. Money market funds, full-service securities brokerage firms and financial technology companies also compete with us for these funds. The Bank competes for these deposits by offering superior service and a variety of deposit accounts at competitive rates.
In real estate lending, we compete against traditional real estate lenders, including large and small savings banks, commercial banks, mortgage bankers and mortgage brokers. Many of our current and potential competitors have greater brand recognition, longer operating histories, larger customer bases and significantly greater financial, marketing and other resources and are capable of providing strong price and customer service competition. In order to compete profitably, we may need to reduce the rates we offer on loans and leases and investments and increase the rates we offer on deposits, which may adversely affect our overall financial condition and earnings.
In our Securities Business segment, we face significant competition in providing clearing and advisory services based on a number of factors, including price, speed of execution, perceived expertise, quality of advice, reputation, range of services and products, technology, and innovation. There exists significant competition for recruiting and retaining talent. Axos Clearing competes directly with numerous other financial advisory and investment banking firms, broker-dealers and banks, including large national and major regional firms and smaller niche companies, some of whom are not broker-dealers and, therefore, are not subject to the broker-dealer regulatory framework. We may not be able to compete successfully against currentseparate ourselves from the competition through our excellence in customer service, including a highly attentive and future competitors.dedicated workforce, while providing an expanding range of clearing and advisory products and services.
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SUPERVISION AND REGULATION
GENERAL
We are subject to comprehensive regulation under state and federal laws. This regulation is intended primarily for the protection of our customers, the deposit insurance fund and the U.S. finance system and not for the benefit of our security holders.
Axos Financial, Inc. (the “Company”) is supervised and regulated as a savings and loan holding company by the Board of Governors of the Federal Reserve System (the “Federal Reserve”). The Company is required to file reports with, and otherwise comply with the rules and regulations of, the Federal Reserve. The Bank, as a federal savings bank, is subject to regulation, examination and supervision by the Office of the Comptroller of the Currency (“OCC”) as its primary regulator, and the Federal Deposit Insurance Corporation (“FDIC”) as its deposit insurer. The Bank must file reports with the OCC and the FDIC and Axos Financial, Inc. with the Federal Reserve, concerning itstheir activities and financial condition. The Dodd-Frank Wall Street ReformIn addition, the Bank is subject to the regulation, examination and Consumer Protection Act (the “Dodd-Frank Act”), enacted on July 21, 2010, created a newsupervision by the Consumer Financial Protection Bureau (“CFPB”) aswith respect to a broad array of federal consumer laws. Our subsidiaries, Axos Clearing LLC and Axos Invest LLC, are broker-dealers and are registered with and subject to regulation by the SEC and FINRA. In addition, Axos Invest, Inc., an independent bureauinvestment adviser, is registered with the SEC. Axos Invest, Inc. is subject to the requirements of the Federal Reserve that has broad authorityInvestment Advisers Act of 1940, as amended, and the Investment Company Act of 1940, as amended, and is subject to issue regulations implementing numerous consumer laws, to which we are subject.examination by the SEC.
The regulation of savings and loan holding companies and savings associations is intended primarily for the protection of depositors and not for the benefit of our stockholders. The following information describes aspects of the material laws and regulations applicable to the Company and the Bank.Company. The information below does not purport to be complete and is qualified in its entirety by reference to all applicable laws and regulations. In addition, new and amended legislation, rules and regulations governing the Company and the Bank are introduced from time to time by the U.S. government and its various agencies. Any such legislation, regulatory changes or amendments could adversely affect the Company or the Bank,us and no assurance can be given as to whether, or in what form, any such changes may occur.
REGULATION OF FINANCIAL HOLDING COMPANY.
General. The CompanyAxos Financial is a unitary savings and loan holding company within the meaning of the Home Owners’ Loan Act (“HOLA”), and is treated as a “financial holding company” under Federal Reserve rules. Accordingly, the CompanyAxos Financial is registered as a savings and loan holding company with the Federal Reserve and is subject to the Federal Reserve’s regulations, examinations, supervision and reporting requirements. Axos Financial is required to file reports with, comply with the rules and regulations of, and is subject to examination by the Federal Reserve. In addition, the Federal Reserve has enforcement authority over the CompanyAxos Financial and its subsidiaries. Among other things, this authority permits the Federal Reserve to restrict or prohibit activities that are determined to be a serious risk to the subsidiary savings institution.saving and loan holding company or its subsidiaries.
Capital. SavingsOur Company and loan holding companies, such as the Company, were historically not subject to specific regulatory capital requirements. However, pursuant to the Dodd-Frank Act, savings and loan holding companiesBank are now subject to the samerisk-based regulatory capital framework and activity requirements as those applicable to bank holding companies. Moreover, the Dodd-Frank Act required that the Federal Reserve promulgate consolidated capital requirements for depository institution holding companies that are not less stringent, both quantitatively and in terms of components of capital, than those applicable to institutions themselves.
In July 2013, the Company’s primary federal regulator,guidelines established by the Federal Reserve and the Bank’s primary federal regulator,OCC. In July 2013, the Federal Reserve and the OCC published final rules (the “New“Regulatory Capital Rules”) establishing a new comprehensive capital framework for U.S. banking organizations. The rulesRegulatory Capital Rules are intended to measure capital adequacy with regard to a banking organization’s balance sheet, including off-balance sheet exposures such as unused portions of loan commitments, letters of credit, and recourse arrangements. The capital requirements for the Company are similar to those for the Bank.
The Regulatory Capital Rules implement the Basel Committee’s December 2010 capital framework known as “Basel III” for strengthening international capital standards as well as certain provisions of the Dodd-Frank Act.Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”). The New Capital Rules substantially revisefailure of the Company or the Bank to meet minimum capital requirements applicable to depository institutionscan result in certain mandatory, and their holding companies, includingpossibly additional discretionary actions by federal banking regulators that could have a material effect on the
Company, and the Bank, and are discussedexplained in more detail below under “Regulation of Axos BankBanking Business – Regulatory Capital Requirements and Prompt Corrective Action”.
The Regulatory Capital Rules require banking organizations (i.e., both the Company and the Bank) to maintain a minimum “common equity Tier 1” (or “CET1”) ratio of 4.5%, a Tier 1 risk-based capital ratio of 6.0%, a total risk-based capital ratio of 8.0%, and a minimum leverage ratio of 4.0% (calculated as Tier 1 capital to average consolidated assets). A capital conservation buffer of 2.5% above each of these levels is required for banking institutions to avoid restrictions on their ability to make capital distributions, including the payment of dividends.
The Regulatory Capital Rules provide for a number of deductions from and adjustments to CET1. In addition, trust preferred securities have been phased out of tier 1 capital for banking organizations that had $15 billion or more in total consolidated assets as of December 31, 2009 unless the banking organization grows above $15.0 billion in assets as a result of an acquisition. The Company’s trust preferred securities currently are grandfathered under this provision. In addition, the Company and the Bank elected the CECL five-year transition guidance for calculating regulatory capital ratios on July 1, 2020
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and the June 30, 2022 ratios include this election. This guidance allows an entity to add back to capital 100% of the capital impact from the day one CECL transition adjustment and 25% of subsequent increases to the allowance for credit losses through June 30, 2022. This cumulative amount will then be phased out of regulatory capital over the next three years.
The implementation of certain regulations and standards relating to regulatory capital could disproportionately affect our regulatory capital position relative to that of our competitors, including those that may not be subject to the same regulatory requirements as the Company and the Bank. Various aspects of the Regulatory Capital Rules continue to be subject to further evaluation and interpretation by the U.S. banking regulators.
As of June 30, 2022, the capital ratios of both the Company and the Bank exceeded the minimums necessary to be considered “well-capitalized” under the currently enacted capital adequacy requirements, including after implementation of the deductions and other adjustments to CET1 on a fully phased-in basis. For additional information, please see Note 19 (Minimum Regulatory Capital Requirements) to the financial statements filed with this report.
Source of Strength. The Dodd-Frank Act extends the Federal Reserve “source of strength” doctrine to savings and loan holding companies. Such policy requires holding companies to act as a source of financial strength to their subsidiary depository institutions by providing capital, liquidity and other support in times of an institution’s financial distress. The regulatory agencies have yet to issue joint regulations implementing this policy.
Change in Control. The federal banking laws require that appropriate regulatory approvals must be obtained before an individual or company may take actions to “control” a bank or savings association. The definition of control found in the HOLA is similar to that found in the Bank Holding Company Act of 1956 (“BHCA”) for bank holding companies. Both statutes apply a similar three-prong test for determining when a company controls a bank or savings association. Specifically, a company has control over either a bank or savings association if the company:
directly or indirectly or acting in concert with one or more persons, owns, controls, or has the power to vote 25% or more of the voting securities of a company;
controls in any manner the election of a majority of the directors (or any individual who performs similar functions in respect of any company, including a trustee under a trust) of the board; or
directly or indirectly exercises a controlling influence over the management or policies of the bank.
Regulation LL which was implemented in 2011 by the Federal Reserve, includes a specific definition of “control” similar to the statutory definition, with certain additional provisions. Additionally, Regulation LLprovisions, and modifies the regulations for purposes of determining when a company or natural person acquires control of a savings association or savings and loan holding company under the HOLA or the Change in Bank Control Act (“CBCA”). In light of the similarity between the statutes governing bank holding companies and savings and loan holding companies, the Federal Reserve uses its established rules and processes with respect to control determinations under HOLA and the CBCA to ensure consistency between equivalent statutes administered by the same agency.
Furthermore, the Federal Reserve may not approve any acquisition that would result in a multiple savings and loan holding company controlling savings institutions in more than one state, subject to two exceptions; (i) the approval of interstate supervisory acquisitions by savings and loan holding companies and (ii) the acquisition of a savings institution in another state if the laws of the state of the target savings institution specifically permit such acquisition. The states vary in the extent to which they permit interstate savings and loan holding company acquisitions.
Financial Holding Company.In August 2018 the Company received approval from the Federal Reserve Bank of San Francisco and became a savings and loan holding company that is treated as a financial holding company under the rules and regulations of the Federal Reserve. Financial holding companies are generally permitted to affiliate with securities firms and insurance companies and engage in other activities that are "financial in nature." Such activities include, among other things, securities underwriting, dealing and market making; sponsoring mutual funds and investment companies; insurance underwriting and agency; merchant banking activities; and activities that the Federal Reserve has determined to be closely related to banking. If the Bank ceases to be “well capitalized” or “well managed” under applicable regulatory standards, the Federal Reserve may, among other things, place limitations on our ability to conduct these broader financial activities. In addition, if the Bank receives a rating of less than satisfactory under the Community Reinvestment Act, we would be prohibited from engaging in any additional activities other than those permissible for bank holding companies that are not financial holding companies. If a financial holding company fails to continue to meet any of the prerequisites for financial holding company status, including those described above, the Federal Reserve may order the company to divest its subsidiary banks or discontinue or divest investments in companies engaged in activities permissible only for a bank holding company that has elected to be treated as a financial holding company. No regulatory approval is required for a financial holding company to acquire a company, other than a bank or savings association, engaged in activities that are financial in nature or incidental to activities that are financial in nature, as determined by the Federal Reserve.
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Volcker Rule.  Under certain provisions of the Dodd-Frank Act known as the Volcker Rule, FDIC-insured depository institutions, their holding companies, subsidiaries and affiliates, are generally prohibited, subject to certain exemptions, from proprietary trading of securities and other financial instruments and from acquiring or retaining an ownership interest in a “covered fund”. The term “covered fund” can include, in addition to many private equity and hedge funds and other entities, certain collateralized mortgage obligations, collateralized debt obligations and collateralized loan obligations, and other items, but does not include wholly owned subsidiaries, certain joint ventures, or loan securitizations generally if the underlying assets are solely loans.
Trading in certain government obligations is not prohibited by the Volcker Rule, including obligations of or guaranteed by the United States or an agency or government-sponsored entity of the United States, obligations of a State of the United States or a political subdivision thereof, and municipal securities. Proprietary trading generally does not include transactions under repurchase and reverse repurchase agreements, securities lending transactions and purchases and sales for the purpose of liquidity management if the liquidity management plan meets specified criteria; nor does it generally include transactions undertaken in a fiduciary capacity. In addition, activities eligible for exemption include, among others, certain brokerage, underwriting and marketing activities, and risk-mitigating hedging activities with respect to specific risks and subject to specified conditions.
In July 2020, the Federal Reserve, FDIC, OCC, SEC, and the Commodity Futures Trading Commission (“CFTC”) finalized a rule modifying the Volcker Rule’s prohibition on banking entities investing in or sponsoring hedge funds or private equity funds (referred to under the rules as covered funds). The final rule streamlines several aspects of the covered funds portion of the rule; allows banking organizations to offer and sponsor venture capital funds and a wider array of loan-related funds; and permits banking entities to offer financial services to, and engage in other activities with, covered funds that do not raise concerns that the Volcker rule was intended to address. The final rule became effective October 1, 2020.
Potential Regulatory Enforcement Actions. If the Federal Reserve or the OCC determines that a saving and loan holding company’s or federal savings bank’s financial condition, capital resources, asset quality, earnings prospects, management, liquidity, or other aspects of its operations are unsatisfactory or that its management has violated any law or regulation, the agency has the authority to take a number of different remedial actions as it deems appropriate under the circumstances. These actions include the power to enjoin any “unsafe or unsound” banking practices; to require that affirmative action be taken to correct any conditions resulting from any violation of law or unsafe or unsound practice; to issue an administrative order that can be judicially enforced; to require that it increase its capital; to restrict its growth; assess civil monetary penalties against it or its officers or directors; and to remove any of its officers and directors.
REGULATION OF BANKING BUSINESS
General. As a federally-chartered savings and loan association whose deposit accounts are insured by the FDIC, Axos Bank is subject to extensive regulation by the FDICOCC and FDIC. The Bank is also subject to regulation by the OCC. Under the Dodd-Frank Act, the examination, regulation and supervision of savings associations, such as Axos Bank, were transferred from the OTSCFPB with respect to the OCC, the federal regulator of national banks under the National Bank Act.consumer financial laws. The following discussion summarizes some of the principal areas of regulation applicable to the Bank and its operations.


Insurance of Deposit Accounts. The FDIC administers a deposit insurance fund (the “DIF”) that insures depositors in certain types of accounts up to a prescribed amount for the loss of any such depositor’s respective deposits due to the failure of an FDIC member depository institution. As the administrator of the DIF, the FDIC assesses its member depository institutions and determines the appropriate DIF premiums to be paid by each such institution. The FDIC is authorized to examine its member institutions and to require that they file periodic reports of their condition and operations. The FDIC may also prohibit any member institution from engaging in any activity the FDIC determines by regulation or order to pose a serious risk to the DIF. The FDIC also has the authority to initiate enforcement actions against savings associations, after giving the primary federal regulator the opportunity to take such action. The FDIC may terminate an institution’s access to the DIF if it determines that the institution has engaged in unsafe or unsound practices or is in an unsafe or unsound condition. We do not know of any practice, condition or violation that might lead to termination of our access to the DIF.
Axos Bank is a member depository institution of the FDIC and its deposits are insured by the DIF up to the applicable limits, which are backed by the full faith and credit of the U.S. Government. Effective with the passing of the Dodd-Frank Act in 2010, theThe basic deposit insurance limit was permanently raised to $250,000, instead of the $100,000 limit previously in effect.is $250,000.
Regulatory Capital Requirements and Prompt Corrective Action. The prompt corrective action regulation of the OCC requires mandatory actions and authorizes other discretionary actions to be taken by the OCC against a savings association that falls within undercapitalized capital categories specified in OCC regulations.
The New Capital Rules narrow the definition of regulatory capital and establish higher minimum risk-based capital ratios that as of January 1, 2019, requires banking organizations to maintain a minimum “common equity Tier 1” (or “CET1”) ratio of 4.5%, a Tier 1 risk-based capital ratio of 6.0% (increased from 4.0%), a total risk-based capital ratio of 8.0%, and a minimum leverage ratio of 4.0% (calculated as Tier 1 capital to average consolidated assets).
A capital conservation buffer of 2.5% above each of these levels (phased in over three years starting in 2016, beginning at 0.625% and increasing by that amount on each subsequent January 1, until it reached 2.5% on January 1, 2019) is required for banking institutions to avoid restrictions on their ability to make capital distributions, including the payment of dividends.
The New Capital Rules provide for a number of new deductions from and adjustments to CET1. These include, for example, the requirement that deferred tax assets dependent upon future taxable income and significant investments in non-consolidated financial entities be deducted from CET1 to the extent any one such category exceeds 10% of CET1 or all such categories in the aggregate exceed 15% of CET1. Implementation of the deductions and other adjustments to CET1 began on January 1, 2015 and were phased in over three years for the Bank.
The implementation of certain regulations and standards relating to regulatory capital could disproportionately affect our regulatory capital position relative to that of our competitors, including those that may not be subject to the same regulatory requirements as the Bank. Various aspects of Basel III continue to be subject to further evaluation and interpretation by the U.S. banking regulators. As of June 30, 2019, the Company and the Bank remain well-capitalized under the currently enacted capital adequacy requirements of Basel III, and remain well-capitalized when including implementation of the deductions and other adjustments to CET1 on a fully phased-in basis.
In general, the prompt corrective action regulation prohibits an FDIC member institution from declaring any dividends, making any other capital distribution, or paying a management fee to a controlling person if, following the distribution or payment, the institution would be within any of the three undercapitalized categories. In addition, adequately capitalized
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institutions may accept brokered deposits only with a waiver from the FDIC, but are subject to restrictions on the interest rates that can be paid on such deposits. Undercapitalized institutions may not accept, renew or roll-over brokered deposits.
If the OCC determines that an institution is in an unsafe or unsound condition, or if the institution is deemed to be engaging in an unsafe and unsound practice, the OCC may, if the institution is well-capitalized, reclassify it as adequately capitalized. If the institution is adequately capitalized, but not well-capitalized, the OCC may require it to comply with restrictions applicable to undercapitalized institutions. If the institution is undercapitalized, the OCC may require it to comply with restrictions applicable to significantly undercapitalized institutions. Finally, pursuant to an interagency agreement, the FDIC can examine any institution that has a substandard regulatory examination score or is considered undercapitalized without the express permission of the institution’s primary regulator.
Capital regulations applicable to savings associations such as the Bank also require savings associations to meet the additional capital standard of tangible capital equal to at least 1.5% of total adjusted assets.
The Bank’s capital requirements are viewed as minimum standards and most financial institutions are expected to maintain capital levels well above the minimum. In addition, OCC regulations provide that minimum capital levels greater than those provided in the regulations may be established by the OCC for individual savings associations upon a determination that the


savings association’s capital is or may become inadequate in view of its circumstances. Axos Bank is not subject to any such individual minimum regulatory capital requirement and the Bank’s regulatory capital exceeded all minimum regulatory capital requirements as of June 30, 2019.2022. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources.”
Stress Testing. Enhanced prudential standards for larger institutions mandated by the Dodd-Frank Act were implemented by FRB regulation, which require additional risk management policies and practices and annual stress testing designed to determine whether capital planning, assessment of capital adequacy and risk management practices of regulated bank and savings and loan holding companies adequately protect them in the event of an economic downturn. The original FRB rules implemented stress tests to be conducted by the FRB and company-run stress tests for institutions with total consolidated assets of $10 billion or more. Our total assets exceeded $10 billion beginning with the quarter ending March 31, 2019.
However, the Economic Growth, Regulatory Relief, and Consumer Protection Act (the “Economic Growth Act”) enacted in May 2018 scaled back certain requirements ofset the Dodd-Frank Act, including the requirement to conduct an annualasset threshold for enhanced prudential standards and stress test that projects performance under various economic scenarios. The annual stress test requirement no longer applies to the Company, as a savings and loan holding company with less thantesting at $100 billion inof total consolidated assets. UnderBased on asset levels at June 30, 2022, neither the Economic Growth Act,Company nor the Bank will also become exempt from Dodd-Frank Actare subject to stress testing effective November 25, 2019; however, the FRB has extended the deadline for all regulatory requirements related to company-run stress testing for institutions with average total assets of less than $100 billion until such effective date, thereby effectively exempting the Bank from stress-testing requirements as of the enactment of the Economic Growth Act.
Notwithstanding the Economic Growth Act’s amendment of the Dodd-Frank Act stress testing requirements, thetest regulations. The federal banking agencies have indicated through interagency guidance that the capital planning and risk management practices of financial institutions with total assets less than $100 billion wouldwill continue to be reviewed through the regular supervisory process. We willplan to continue to monitormonitoring our capital consistent with the safety and soundness expectations of the FRBFederal Reserve and will continue to use customized stress testing as part of our capital planning processprocess.
Standards for Safety and Soundness. The federal banking regulatory agencies have prescribed, by regulation, guidelines for all insured depository institutions relating to: (i) internal controls, information systems and internal audit systems; (ii) loan documentation; (iii) credit underwriting; (iv) interest rate risk exposure; (v) asset growth; (vi) asset quality; (vii) earnings; and (viii) compensation, fees and benefits. The guidelines set forth safety and soundness standards that the federal banking regulatory agencies use to identify and address problems at FDIC member institutions before capital becomes impaired. If the OCC determines that the Bank fails to meet any standard prescribed by the guidelines, the OCC may require us to submit to it an acceptable plan to achieve compliance with the standard. OCC regulations establish deadlines for the submission and review of such safety and soundness compliance plans in response to any such determination. We are not aware of any conditions relating to these safety and soundness standards that would require us to submit a plan of compliance to the OCC.
Loans-to-One-Borrower Limitations. Savings associations generally are subject to the lending limits applicable to national banks. With limited exceptions, the maximum amount that a savings association or a national bank may lend to any borrower, including related entities of the borrower, at one time may not exceed 15% of the unimpaired capital and surplus of the institution, plus an additional 10% of unimpaired capital and surplus for loans fully secured by readily marketable collateral. Savings associations are additionally authorized to make loans to one borrower by order of its regulator, in an amount not to exceed the lesser of $30.0 million or 30% of unimpaired capital and surplus for the purpose of developing residential housing, if the following specified conditions are met:
The savings association is in compliance with its fully phased-in capital requirements;
The loans comply with applicable loan-to-value requirements; and
The aggregate amount of loans made under this authority does not exceed 150% of unimpaired capital and surplus.
Qualified Thrift Lender Test. Savings associations must meet a qualified thrift lender, or “QTL,” test. This test may be met either by maintaining a specified level of portfolio assets in qualified thrift investments as specified by the HOLA, or by meeting the definition of a “domestic building and loan association” under the Internal Revenue Code of 1986, as amended, or the “Code”. Qualified thrift investments are primarily residential mortgage loans and related investments, including mortgage related securities. Portfolio assets generally mean total assets less specified liquid assets, goodwill and other intangible assets and the value of property used in the conduct of the Bank’s business. The required percentage of qualified thrift investments under the HOLA is 65% of “portfolio assets” (defined as total assets less: (i) specified liquid assets up to 20% of total assets; (ii) intangibles, including goodwill; and (iii) the value of property used to conduct business). An association must be in compliance with the QTL test or the definition of domestic building and loan association on a monthly basis in nine out of
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every 12 months. Savings associations that fail to meet the QTL test will generally be prohibited from engaging in any activity not permitted for both a


national bank and a savings association. At June 30, 2019,2022, the Bank was in compliance with its QTL requirement and met the definition of a domestic building and loan association.
Liquidity Standard. Savings associations are required to maintain sufficient liquidity to ensure safe and sound operations. As of June 30, 2019,2022, Axos Bank was in compliance with the applicable liquidity standard.
Volcker Rule.  Effective April 15, 2014, the federal banking agencies have adopted regulations with a conformance period for certain features that lasted until July 21, 2017, to implement the provisions of the Dodd-Frank Act known as the Volcker Rule. Under the regulations, FDIC-insured depository institutions, their holding companies, subsidiaries and affiliates (collectively, “banking entities”), are generally prohibited, subject to certain exemptions, from proprietary trading of securities and other financial instruments and from acquiring or retaining an ownership interest in a “covered fund.”  The term “covered fund” can include, in addition to many private equity and hedge funds and other entities, certain collateralized mortgage obligations, collateralized debt obligations and collateralized loan obligations, and other items, but does not include wholly owned subsidiaries, certain joint ventures, or loan securitizations generally if the underlying assets are solely loans.
Trading in certain government obligations is not prohibited by the Volcker Rule, including obligations of or guaranteed by the United States or an agency or government-sponsored entity of the United States, obligations of a State of the United States or a political subdivision thereof, and municipal securities. Proprietary trading generally does not include transactions under repurchase and reverse repurchase agreements, securities lending transactions and purchases and sales for the purpose of liquidity management if the liquidity management plan meets specified criteria; nor does it generally include transactions undertaken in a fiduciary capacity.  In addition, activities eligible for exemption include, among others, certain brokerage, underwriting and marketing activities, and risk-mitigating hedging activities with respect to specific risks and subject to specified conditions. As of June 30, 2019, Axos Bank was in compliance with the Volcker Rule.
Transactions with Related Parties. The authority of the Bank to engage in transactions with “affiliates” (i.e., any company that controls or is under common control with it, including the Company and any non-depository institution subsidiaries) is limited by federal law. The aggregate amount of covered transactions with any individual affiliate is limited to 10% of the capital and surplus of the savings institution. The aggregate amount of covered transactions with all affiliates is limited to 20% of a savings institution’s capital and surplus. Certain transactions with affiliates are required to be secured by collateral in an amount and of a type described in federal law. The purchase of low quality assets from affiliates is generally prohibited. Transactions with affiliates must be on terms and under circumstances that are at least as favorable to the institution as those prevailing at the time for comparable transactions with non-affiliated companies. In addition, savings institutions are prohibited from lending to any affiliate that is engaged in activities that are not permissible for bank holding companies, and no savings institution may purchase the securities of any affiliate other than a subsidiary.
The Sarbanes-Oxley Act generally prohibits loans by public companies to their executive officers and directors. However, there is a specific exception for loans by financial institutions, such as the Bank, to its executive officers and directors that are made in compliance with federal banking laws. Under such laws, our authority to extend credit to executive officers, directors, and 10% or more shareholders (“insiders”), as well as entities such persons control, is limited. The law limits both the individual and aggregate amount of loans the Bank may make to insiders based, in part, on its capital position and requires certain board approval procedures to be followed. Such loans are required to be made on terms substantially the same as those offered to unaffiliated individuals and cannot involve more than the normal risk of repayment. There is an exception for loans made pursuant to a benefit or compensation program that is widely available to all employees of the institution and does not give preference to insiders over other employees.
Capital Distribution Limitations. Regulations applicableOCC regulations limit the ability of a savings association to make capital distributions, such as cash dividends. These regulations limit the ability of the Bank to pay dividends or other capital distributions to the Bank impose limitations upon all capital distributions by savings associations, like cashCompany, which in turn may limit our ability to pay dividends, payments to repurchaserepay debt or otherwise acquire itsredeem or purchase shares payments to stockholders of another institution in a cash-out merger and other distributions charged against capital.our outstanding common stock. Under these regulations, a savings association may, in circumstances described in those regulations:
Be required to file an application and await approval from the OCC before it makes a capital distribution;
Be required to file a notice 30 days before the capital distribution; or
Be permitted to make the capital distribution without notice or application to the OCC.
Community Reinvestment Act and the Fair Lending Laws. Savings associations have a responsibility under the Community Reinvestment Act and related regulations of the OCC to help meet the credit needs of their communities, including low- and moderate-income neighborhoods. In addition, the Equal Credit Opportunity Act and the Fair Housing Act prohibit lenders from discriminating in their lending practices on the basis of characteristics specified in those statutes. An institution’s failure to comply with the provisions of the Community Reinvestment Act could, at a minimum, result in regulatory restrictions on its activities and the denial of applications.applications for certain expansionary activities. In addition, an institution’s failure to comply with the Equal Credit Opportunity Act and the Fair Housing Act could result in the OCC, other federal regulatory agencies or the Department of Justice, taking enforcement


actions against the institution. In the most recent Community Reinvestment Act Report, issued May 2019, the Bank received a ‘Satisfactory’ rating covering calendar years 2016, 2017, and 2018. To the best of our knowledge, Axos Bank continues to maintain full compliance with each of the Community Reinvestment Act, the Equal Credit Opportunity Act and the Fair Housing Act and we do not anticipate the Bank becoming the subject of any enforcement actions.
Federal Home Loan Bank (“FHLB”) System. The Bank is a member of the FHLB system. Among other benefits, each FHLB serves as a reserve or central bank for its members within its assigned region. Each FHLB is financed primarily from the sale of consolidated obligations of the FHLB system. Each FHLB makes available loans or advances to its members in compliance with the policies and procedures established by the boardBoard of directorsDirectors of the individual FHLB. As an FHLB member, the Bank is required to own capital stock in a Federal Home Loan Bank in specified amounts based on either its aggregate outstanding principal amount of its residential mortgage loans, home purchase contracts and similar obligations at the beginning of each calendar year or its outstanding advances from the FHLB.
Federal Reserve System. The Federal Reserve requires all depository institutions to maintain non-interest bearing reserves at specified levels against their transaction accounts (primarily checking, negotiable order of withdrawal (“NOW”), and Super NOW checking accounts) and non-personal time deposits. At June 30, 2019, the Bank was in compliance with these requirements.
Activities of Subsidiaries. A savings association seeking to establish a new subsidiary, acquire control of an existing company or conduct a new activity through a subsidiary must provide not less than 30 days prior notice to the FDIC and the OCC and conduct any activities of the subsidiary in compliance with regulations and orders of the OCC. The OCC has the power to require a savings association to divest any subsidiary or terminate any activity conducted by a subsidiary that the OCC
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determines to pose a serious threat to the financial safety, soundness or stability of the savings association or to be otherwise inconsistent with sound banking practices.
Consumer Laws and Regulations. The Dodd-Frank Act established the CFPB in order to regulate any person who offers or provides personal, family or householdwith broad rule-making, supervisory and enforcement authority over consumer financial products or services.and services, including deposit products, residential mortgages, home-equity loans and credit cards. The CFPB is an independent “watchdog” within the Federal Reserve System with authority to enforce and create “Federal consumer financial laws.” Banks as well as nonbanks are subject to any rule, regulation or guideline created by the CFPB. Congress established the CFPB to create one agency in charge of protecting consumers by overseeing the application and implementation of “Federal consumer financial laws,” which includes (i) rules, orders and guidelines of the CFPB, (ii) all consumer financial protection functions, powers and duties transferred from other federal agencies, such as the Federal Reserve, the OCC, the FDIC, the Federal Trade Commission, and the Department of Housing and Urban Development, and (iii) a long list of consumer financial protection laws enumerated in the Dodd-Frank Act, such as the Electronic Fund Transfer Act, the Consumer Leasing Act of 1976, the Alternative Mortgage Transaction Parity Act of 1982, the Equal Credit Opportunity Act, the Expedited Funds Availability Act, the Truth in Lending Act and the Truth in Savings Act, among many others. The CFPB has broad examination and enforcement authority, including the power to issue subpoenas and cease and desist orders, commence civil actions, hold investigations and hearings and seek civil penalties, as well as the authority to regulate disclosures, mandate registration of any covered person and to regulate what it considers unfair, deceptive, abusive practices.
Depository institutions with more than $10 billion in assets and their affiliates are subject to direct supervision by the CFPB, including any applicable examination, enforcement and reporting requirements the CFPB may establish. As of June 30, 2019,2022, we had $11.2$17.4 billion in total assets, placing the Bank under the direct supervision and oversight of the CFPB. The laws and regulations of the CFPB and other consumer protection laws and regulations to which the Bank is subject mandate certain disclosure requirements and regulate the manner in which we must deal with customers when taking deposits from, making loans to, or engaging in other types of transactions with, our customers.
A section of the Dodd-Frank Act, commonly referred to as the Durbin amendment,Amendment, reduced the level of interchange fees that could be charged by institutions with greater than $10 billion in total assets. The exemption for small issuers ceases to apply as of July 1st of the year following the calendar year in which the issuer has total consolidated assets of $10 billion or more at calendar year-end. SinceAt December 31, 2019, we have grown to holdhad total assets in excess of $10 billion beginning with the quarter ending March 31, 2019,billion. Therefore, as of July 1, 2020, the Durbin amendment may reduceAmendment reduced the amount of interchange fees that we can charge and could adversely affectaffected our non-interest income. As expected, and previously disclosed, our fee-sharing prepaid card partnerships, including H&R Block, executed their termination rights.
In May 2020, the OCC finalized its “true lender” rule to address the legal uncertainty regarding the effect of a transfer on a loan’s permissible interest rate caused by the Second Circuit’s 2015 decision in Madden v. Midland Funding, LLC. The rule clarified that when a national bank (or federal savings bank, such as with H&R Block.the Bank) sells, assigns, or otherwise transfers a loan, the interest permissible before the transfer continues to be permissible after the transfer. On June 30, 2021, President Biden signed a Congressional Review Act resolution repealing the OCC’s true lender rule. The repeal creates uncertainty regarding the ability of nonbank loan purchasers to collect interest on loans originated by a national bank or federal savings bank as originally agreed.
Privacy Standards and Cybersecurity. The Gramm-Leach-Bliley Act (“GLBA”) modernized the financial services industry by establishing a comprehensive framework to permit affiliations among commercial banks, insurance companies, securities firms and other financial service providers. The Bank is subject to OCC regulations implementing the privacy protection provisions of the GLBA. These regulations require the Bank to disclose its privacy policy, including informing consumers of its information sharing practices and informing consumers of their rights to opt out of certain practices.


Anti-Money LaunderingState regulators have been increasingly active in implementing privacy and Customer Identificationcybersecurity standards and regulations. Recently, several states have adopted regulations requiring certain financial institutions to implement cybersecurity programs and providing detailed requirements with respect to these programs, including data encryption requirements. Many states have also recently implemented or modified their data breach notification and data privacy requirements. . The U.S. government enactedIn June 2018, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct TerrorismCalifornia legislature passed the California Consumer Privacy Act of 20012018 (the “USA PATRIOT“California Privacy Act”), which took effect on October 26, 2001January 1, 2020. The California Privacy Act, which covers businesses that obtain or access personal information on California resident consumers, grants consumers enhanced privacy rights and control over their personal information and imposes significant requirements on covered companies with respect to consumer data privacy rights.
New laws or changes to existing laws, including privacy-related enforcement activity, increase our operating and compliance costs (including technology costs) and could reduce income from certain business initiatives or restrict our ability to provide certain products and services.Our failure to comply with privacy, data protection and information security laws could result in responsepotentially significant regulatory or governmental investigations or actions, litigation, fines, sanctions, and damage to our reputation, which could have a material adverse effect on our business, financial condition or results of operations.
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Bank Secrecy Act and Anti-Money Laundering
The Bank, its affiliated broker-dealers and in certain cases Axos Financial, Inc., are subject to the terrorist eventsBank Secrecy Act and other anti-money laundering laws and regulations, including the USA PATRIOT Act. The Bank Secrecy Act requires all financial institutions to, among other things, establish a risk-based system of September 11, 2001.internal controls reasonably designed to prevent money laundering and the financing of terrorism. The Bank Secrecy Act includes various record keeping and reporting requirements such as cash transaction and suspicious activity reporting as well as due diligence requirements. The USA PATRIOT Act gives the federal government broad powers to address terrorist threats through enhanced domestic security measures, expanded surveillance powers, increased information sharing, and broadened anti-money laundering requirements. In February 2010, Congress re-enacted certain expiring provisionsFailure of a financial institution to maintain and implement adequate programs to combat money laundering and terrorist financing could have serious legal and reputational consequences for the institution.
Office of Foreign Assets Control Regulation
The Bank and its affiliated broker-dealers are also required to comply with the U.S. Treasury’s Office of Foreign Assets Control imposed economic sanctions that affect transactions with designated foreign countries, nationals, individuals, entities and others. These are typically known as the “OFAC” rules, based on their administration by the U.S. Treasury Department Office of Foreign Assets Control. The OFAC-administered sanctions targeting countries take many different forms. Generally, however, they contain one or more of the USA PATRIOT Act.following elements: (i) restrictions on trade with, or investment in, a sanctioned country, including prohibitions against direct or indirect imports from, and exports to, a sanctioned country and prohibitions on “U.S. persons” engaging in financial transactions relating to making investments in, or providing investment-related advice or assistance to, a sanctioned country; and (ii) a blocking of assets in which the government or specially designated nationals of the sanctioned country have an interest, by prohibiting transfers of property subject to U.S. jurisdiction (including property in the possession or control of U.S. persons). Blocked assets (e.g., property and bank deposits) cannot be paid out, withdrawn, set off, or transferred in any manner without a license from OFAC. Failure to comply with these sanctions could have serious legal and reputational consequences.
REGULATION OF SECURITIES BUSINESS
In early 2019, we acquired COR Clearing, LLC (nowOut correspondent clearing and custodial firm Axos Clearing LLC), a correspondent clearing firm for broker-dealers, and the WiseBanyan entities, an introducing broker and a registered investment adviser. The correspondent clearing firm andAxos Invest introducing broker are broker-dealers registered with the SEC and members of FINRA and various other self-regulatory organizations. Axos Clearing also uses various clearing organizations, including the Depository Trust Company, the National Securities Clearing Corporation, and the Options Clearing Corporation.
Our broker-dealers are registered with the SEC, FINRA, all 50 U.S. states and the District of Columbia. Much of the regulation of broker-dealers, however, has been delegated to self-regulatory organizations, principally FINRA, the Municipal Securities Rulemaking Board or national securities exchanges. These self-regulatory organizations adopt rules (which are subject to approval by the SEC) for governing their members and the industry. Broker-dealers are also subject to federal regulation and the securities laws of each state where they conduct business. Our broker-dealers are members of, and are primarily subject to regulation, supervision and regular examination by FINRA.
Broker-dealers are subject to extensive laws, rules and regulations covering all aspects of the securities business, including sales and trading practices, public offerings, publication of research reports, use and safekeeping of clients’ funds and securities, capital adequacy, recordkeepingrecord keeping and reporting, the conduct of directors, officers, and employees, qualification and licensing of supervisory and sales personnel, marketing practices, supervisory and organizational procedures intended to ensure compliance with securities laws and to prevent improper trading on material nonpublic information, limitations on extensions of credit in securities transactions, clearance and settlement procedures, and rules designed to promote high standards of commercial honor and just and equitable principles of trade. Broker-dealers are also regulated by state securities administrators in those jurisdictions where they do business. Regulators may conduct periodic examinations and review reports of our operations, controls, supervision, performance, and financial condition. Our broker-dealers’ margin lending is regulated by the Federal Reserve Board’s restrictions on lending in connection with client purchases and short sales of securities, and FINRA rules also require our broker-dealers to impose maintenance requirements based on the value of securities contained in margin accounts. The rules of the Municipal Securities Rulemaking Board, which are enforced by the SEC and FINRA, apply to the municipal securities activities of Axos Clearing.Clearing, and the Axos Invest broker-dealer.
Violations of laws, rules and regulations governing a broker-dealer’s actions could result in censure, penalties and fines, the issuance of cease-and-desist orders, the restriction, suspension, or expulsion from the securities industry of such broker-dealer, its registered representatives, officers or employees, or other similar adverse consequences.
Significant new rules and regulations continue to arise as a result of the Dodd-Frank Act, including the implementation of a more stringent fiduciary standard for broker-dealers and increased regulation of investment advisors. advisers.
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Compliance with these provisions could result in increased costs. Moreover, to the extent the Dodd-Frank Act affects the operations, financial condition, liquidity, and capital requirements of financial institutions with whom we do business, those institutions may seek to pass on increased costs, reduce their capacity to transact, or otherwise present inefficiencies in their interactions with us.
Limitation on Businesses. The businesses that our broker-dealers may conduct are limited by its agreements with, and its oversight by, FINRA, other regulatory authorities and federal and state law. Participation in new business lines, including trading of new products or participation on new exchanges or in new countries often requires governmental and/or exchange approvals, which may take significant time and resources. In addition, our broker-dealers are operating subsidiaries of Axos, which means itstheir activities aremay be further limited by those that are permissible for subsidiaries of financial holding companies, and as a result, may be prevented from entering new businesses that may be profitable in a timely manner, if at all.
Net Capital Requirements. The SEC, FINRA and various other regulatory authorities have stringent rules and regulations with respect to the maintenance of specific levels of net capital by regulated entities. Rule 15c3-1 of the Exchange Act (the “Net Capital Rule”) requires that a broker-dealer maintain minimum net capital. Generally, a broker-dealer’s net capital is net worth plus qualified subordinated debt less deductions for non-allowable (or non-liquid) assets and other adjustments and operational charges. At June 30, 2019,2022, our broker-dealers were in compliance with applicable net capital requirements.
The SEC, CFTC, FINRA and other regulatory organizations impose rules that require notification when net capital falls below certain predefined thresholds. These rules also dictate the ratio of debt-to-equity in the regulatory capital composition of a broker-dealer, and constrain the ability of a broker-dealer to expand its business under certain circumstances. If a broker-dealer fails to maintain the required net capital, it may be subject to penalties and other regulatory sanctions, including suspension or revocation of registration by the SEC or applicable regulatory authorities, and suspension or expulsion by these regulators could ultimately lead to the broker-dealer’s liquidation. Additionally, the Net Capital Rule and certain FINRA rules impose requirements that may have the effect of prohibiting a broker-dealer from distributing or withdrawing capital and requiring prior notice to, and approval from, the SEC and FINRA for certain capital withdrawals.


Compliance with the net capital requirements may limit our operations, requiring the intensive use of capital. Such rules require that a certain percentage of oura broker-dealer’s assets be maintained in relatively liquid form and therefore act to restrict our ability to withdraw capital from our broker-dealer entities, which in turn may limit our ability to pay dividends, repay debt or redeem or purchase shares of our outstanding common stock. Any change in such rules or the imposition of new rules affecting the scope, coverage, calculation or amount of capital requirements, or a significant operating loss or any unusually large charge against capital, could adversely affect our ability to pay dividends, repay debt, meet our debt covenant requirements or to expand or maintain our operations. In addition, such rules may require us to make substantial capital contributions into one or more of the our broker-dealers in order for such subsidiaries to comply with such rules, either in the form of cash or subordinated loans made in accordance with the requirements of all applicable net capital rules.
Customer Protection Rule.  Our broker-dealers that hold customers’ funds and securities are subject to the SEC’s customer protection rule (Rule 15c3-3 under the Exchange Act), which generally provides that such broker-dealers maintain physical possession or control of all fully-paid securities and excess margin securities carried for the account of customers and maintain certain reserves of cash or qualified securities.
Securities Investor Protection Corporation (“SIPC”). Our broker-dealers are subject to the Securities Investor Protection Act and belong to SIPC, whose primary function is to provide financial protection for the customers of failing brokerage firms. SIPC provides protection for customers up to $500,000, of which a maximum of $250,000 may be in cash.
Anti-Money Laundering. Our broker-dealers must also comply with the USA PATRIOT Act and other rules and regulations, including FINRA requirements, designed to fight international money laundering and to block terrorist access to the U.S. financial system. We are required to have systems and procedures to ensure compliance with such laws and regulations.
Investment Advisor. As an investment advisor registered with the SEC, our subsidiary Axos Invest, Inc. (doing business as “WiseBanyan”) is subject to the requirements of the Investment Advisers Act of 1940, as amended, and the rules and regulations promulgated thereunder (together, the “Advisers Act”), including examination by the SEC’s staff. Such requirements relate to, among other things, fiduciary duties to clients, performance fees, maintaining an effective compliance program, solicitation arrangements, conflicts of interest, advertising, limitations on agency and principal transactions between the advisor and advisory clients, recordkeeping and reporting requirements, disclosure requirements, and general anti-fraud provisions. The SEC is authorized to institute proceedings and impose sanctions for violations of the Advisers Act, ranging from fines and censure to termination of an investment advisor’s registration. Investment advisors also are subject to certain state securities laws and regulations. Failure to comply with the Advisers Act or other federal and state securities laws and regulations could result in investigations, sanctions, profit disgorgement, fines or other similar consequences against us.
Volcker Rule. Provisions of the Volcker Rule and the final rules implementing the Volcker Rule also restrict certain activities provided by the our broker-dealers, including proprietary trading and sponsoring or investing in “covered funds.”
Our broker-dealers are broker-dealers registered with the SEC, FINRA, all 50 U.S. states and the District of Columbia. Much of the regulation of broker-dealers, however, has been delegated to self-regulatory organizations, principally FINRA, the Municipal Securities Rulemaking Board and national securities exchanges. These self-regulatory organizations adopt rules (which are subject to approval by the SEC) for governing its members and the industry. Broker-dealers are also subject to federal securities laws and SEC rules, as well as the laws and rules of the states in which a broker-dealer conducts business. Our broker-dealers are members of, and are primarily subject to regulation, supervision and regular examination by FINRA.
The regulations to which broker-dealers are subject cover all aspects of the securities business, including, but not limited to, sales and trade practices, net capital requirements, record keeping and reporting procedures, relationships and conflicts with customers, the handling of cash and margin accounts, experience and training requirements for certain employees, the conduct of investment banking and research activities and the conduct of registered persons, directors, officers and employees. Broker-dealers are also subject to the privacy and anti-money laundering laws and regulations discussed herein. Additional legislation, changes in rules promulgated by the SEC, securities exchanges, or self-regulatory organizations or changes in the interpretation or enforcement of existing laws and rules often directly affect the method of operation and profitability of broker-dealers. The SEC, securities exchanges, self-regulatory organizations and states may conduct administrative and enforcement proceedings that can result in censure, fine, suspension or expulsion of broker-dealers, their registered persons, officers or employees. The principal purpose of regulation and discipline of broker-dealers is the protection of customers and the securities markets rather than protection of creditors and stockholders of broker-dealers.


AVAILABLE INFORMATION
Axos Financial, Inc. files reports, proxy and information statements and other information electronically with the SEC. You may read and copy any materials that we file with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington, DC 20549. Information may be obtained on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internetinternet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. The SEC’s website site address is http://www.sec.gov. Our web site address is http://www.axosfinancial.com, and we make our Annual ReportReports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K and amendments thereto available on our website free of charge.
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ITEM 1A. RISK FACTORS
An investment in our common stock is subject to risks inherent in our business. Before making an investment decision, you should carefully consider the risks and uncertainties described below together with all of the other information included in this report. In addition to the risks and uncertainties described below, other risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially and adversely affect our business, financial condition and results of operations. Risks disclosed in this section may have already materialized. The value or market price of our common stock could decline due to any of these identified or other risks, and you could lose all or part of your investment. This Annual Report on Form 10-K is qualified in its entirety by these risk factors.
Risks Relating to Our IndustryMacroeconomic Conditions
Changes in interest rates could adversely affect our performance.
Our results of operations depend to a great extent on our net interest income, which is the difference between the interest rates earned on interest-earning assets such as loans and leases and investment securities, and the interest rates paid on interest-bearing liabilities such as deposits and borrowings. We are exposed to interest rate risk because our interest-earning assets and interest-bearing liabilities do not react uniformly or concurrently to changes in interest rates, as the two have different time periods for adjustment and can be tied to different measures of rates. Interest rates are sensitive to factors that are beyond our control, including generaldomestic and international economic conditions, including inflation, and the policies of various governmental and regulatory agencies, including the FRB.Federal Reserve. The monetary policies of the FRB,Federal Reserve, implemented through open market operations, and regulation ofthe federal funds rate targets, the discount rate for banking borrowings and reserve requirements, affect prevailing interest rates. LoanA material change in any of these policies could have a material impact on us or our customers (including borrowers), and leasetherefore on our results of operations. Since maintaining a federal funds rate target in the range of 0% to 0.25% from March 2020 through 2021, the Federal Reserve made multiple rate increases during 2022 including increasing the target federal funds rate by 75 basis points to a range of 1.50% to 1.75% as of June 2022 and has indicated it anticipates further rate increases due to high rates of inflation.
Loan originations and repayment rates tend to increase with declining interest rates and decrease with rising interest rates. On the deposit side, increasing interest rates generally lead to interest rate increases on our deposit accounts. In the past few years prevailing interest rates have continued to increase, however the FRB recently cut rates in July 2019. We manage the sensitivity of our assets and liabilities. However, a decrease in interest rates could cause borrowers to refinance higher rate loans at lower rates and under those circumstances, we would not be able to reinvest those prepayments in assets earning interest rates as high as the rates on those prepaid loans. Meanwhile, large, unanticipated, or rapid increaseincreases in market interest rates would likelymay have an adverse impact on our net interest income and acould decrease in our mortgage refinancing business and related fee income, and could cause an increase in delinquencies and non-performing loans and leases in our adjustable-rate loans. In addition, interest rate volatility can affect the value of our loans and leases, investments and other interest-rate sensitive assets and our ability to realize gains on the sale or resolution of these assets. There can be no assurance that we will be able to successfully manage our interest rate risk.
A significant economic downturn could result in increases in our level of non-performing loans and leases and/or reduce demand for our products and services, which could have an adverse effect on our results of operations.
Our business and results of operations are affected by the financial markets and general economic conditions, including factors such as the level and volatility of interest rates, inflation, home prices, unemployment and under-employment levels, bankruptcies, household income and consumer spending. While the national economy and most regions have improved since the financial crisisonset of 2008 and subsequent economic recession,the COVID-19 pandemic, we continue tonow operate in an uncertain economic environment due to, among other things, the continuing effects of the COVID-19 pandemic, in addition to a variety of other reasons for economic uncertainty, including but not limited to trade wars,policies and tariffs, geopolitical tensions, including escalating military tensions in Europe as a result of Russia’s invasion of Ukraine, concerns about high inflation, rising interest rates, the national debt, the stability of the European Union (“EU”), including Britain’s anticipated exit from the EU, and volatile oil prices and emerging market crises.energy prices. The risks associated with our business become more acute in periods of a slowing economy or slow growth. A returnRecessionary conditions, high unemployment or continuation of recessionary conditions orpotential negative events in the housing markets, including significant and continuing home price declines and increased delinquencies and foreclosures, would adversely affect our mortgage and construction loans and result in increased asset write-downs. While we are continuing to take steps to decrease and limit our exposure to problem loans, we nonetheless retain direct exposure to the residential and commercial real estate markets. Declines in real estate values, or an economic downturn orand an increase in unemployment levels may result in higher than expected loan and lease delinquencies and a decline in demand for our products and services. Furthermore, given our high concentration of loans secured by real estate in California, the Company remains specifically susceptible to a downturn in California’s economy. These negative events may cause us to incur losses and may adversely affect our capital, financial condition and results of operations.

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The soundnessweakness of other financial institutions could adversely affect us.
Our ability to engage in routine funding transactions could be adversely affected by the actions and commercial soundness of other financial institutions. Financial services institutions are interrelated as a result of trading, clearing, counterparty and other relationships. We have exposure to many different counterparties, and we routinely execute transactions with counterparties in the financial industry, including brokers and dealers,brokers-dealers, other commercial banks, investment banks, mutual and hedge funds, and other financial institutions. As a result, defaults by, or even rumors or questions about, one or more financial services institutions, or the financial services industry generally, could lead to market-wide liquidity problems and losses or defaults by us or by other institutions and organizations. Many of these transactions expose us to credit risk in the event of default of our counterparty or client. In addition, our credit risk may be exacerbated when the collateral held by us cannot be liquidated or is liquidated at prices not sufficient to recover the full amount of the financial instrument exposure due to us. There is no assurance that any such losses would not materially and adversely affect our results of operations.
Replacement of the LIBOR benchmark interest rate may have an impact on our business, financial condition or results of operations.
On July 27, 2017, the Financial Conduct Authority (“FCA”), a regulator of financial services firms in the United Kingdom, announced that it intends to stop persuading or compelling banks to submit LIBOR rates after 2021. On November 30, 2020 to facilitate an orderly LIBOR transition, the OCC, the FDIC, and the Federal Reserve jointly announced that entering into new contracts using LIBOR as a reference rate after December 31, 2021 would create a safety and soundness risk. On March 5, 2021, the FCA announced that all LIBOR settings will either cease to be provided by any administrator or no longer be representative immediately after December 31, 2021, in the case of 1-week and 2-month U.S. dollar LIBOR, and immediately after June 30, 2023, in the case of the remaining U.S. dollar LIBOR settings. In the United States, efforts to identify a set of alternative U.S. dollar reference interest rates are ongoing, and the Alternative Reference Rate Committee (“ARRC”) has recommended the use of SOFR.
On March 15, 2022, President Biden signed into law the Consolidated Appropriations Act of 2022, which among other things, provides for the use of interest rates based on SOFR in certain contracts currently based on LIBOR and a safe harbor from liability for utilizing SOFR-based interest rates as a replacement for LIBOR.
Generally, all loans we originated since 2017 have contract language that allow us to replace LIBOR with an alternative index. All of our variable rate mortgage loans underwritten for the U.S. Government Agencies (FNMA, FHLMC & FHA/VA) after December 31, 2020 have used SOFR as the benchmark index. All other variable rate loans approved after December 31, 2021 do not use LIBOR as the benchmark index and have instead used primarily SOFR, Ameribor or BSBY (“Bloomberg Short-Term Bank Yield Index”) as the benchmark index. As of June 30, 2022, there is approximately $9.1 billion, or approximately 64%, of the outstanding balance in our total loan portfolio leveraging LIBOR as the benchmark index. While some LIBOR loans will mature or prepay, a significant portion of our loans will remain and will likely require us to name a replacement index before June 30, 2023, the date LIBOR ceases. We are currently in the process of preparing borrower communications.
Given the inherent differences between LIBOR and SOFR, or any other alternative benchmark rate that may be established, there are many uncertainties regarding a transition from LIBOR, including but not limited to the need to amend all contracts with LIBOR as the referenced rate. We continue to evaluate how this will impact the interest income we earn on our loans currently using LIBOR as a benchmark index, and what the impact of such a transition will have on our business, financial condition, or results of operations, and to develop and implement plans to mitigate the risks associated with the expected discontinuation of LIBOR, including negotiating certain of our agreements on established alternative benchmark rates. The market transition away from LIBOR to an alternative reference rate is complex and could have a range of adverse effects on our business, financial condition and results of operations. In particular, any such transition could:
adversely affect the interest rates paid or received on, the revenue and expenses associated with, and the value of our floating-rate obligations, loans, deposits, derivatives, and other financial instruments tied to LIBOR rates, or other securities or financial arrangements given LIBOR’s role in determining market interest rates globally;
prompt inquiries or other actions from regulators in respect of our preparation and readiness for the replacement of LIBOR with an alternative reference rate;
require extensive changes to the contracts that govern these LIBOR-based products;
result in disputes, litigation or other actions with counterparties regarding the interpretation and enforceability of certain fallback language in LIBOR-based securities;
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require the transition to or development of appropriate systems and analytics to effectively transition our risk management processes from LIBOR-based products to those based on the applicable alternative pricing benchmark; and
impact our pricing and interest rate risk models, our loan product structures, our funding costs, our valuation tools and result in increased compliance and operational costs.
Risks Related to COVID-19
The outbreak of COVID-19 has impacted our business and could adversely affect our business activities, financial condition and results of operations.
The COVID-19 pandemic has created global and domestic economic and financial disruptions which could adversely affect our business operations, asset valuations, and financial results in the future. In addition, we also face an increased risk of client disputes, litigation and governmental and regulatory scrutiny as a result of the effects of COVID-19 on market and economic conditions and actions governmental authorities take in response to those conditions, including moratoria and other suspensions of collections, foreclosures, and related obligations.
The Company continues to monitor the ongoing impact on our business, financial condition, liquidity and results of operations, including future developments and uncertainties beyond the Company’s control. Because there have been no comparable recent pandemics that resulted in a similar global impact, the full extent to which the COVID-19 pandemic will impact our business operations, asset valuations and financial results will depend on future developments which remain uncertain and cannot be predicted, including the scope and duration of the pandemic, including new strains of the virus, the efficacy and distribution of, and participation in, vaccination programs, the continued effectiveness of our business continuity plan, the direct and indirect impact of the pandemic on our employees, customers and third-party service providers, as well as other market participants, and the effectiveness of actions taken by governmental authorities and other third parties in response to the pandemic.
The ultimate economic impacts to the Company of the evolving COVID-19 pandemic are uncertain and difficult to predict and could adversely impact our business, financial condition and results of operations.
Risks Relating to Regulation of our Business
Changes in laws, regulationregulations or oversight or increased enforcement activities by regulatory agencies may increase our costs and adversely affect our business and operations.
We operate in a highly regulated industry and are subject to oversight, regulation and examination by federal and/or state governmental authorities under various laws, regulations and policies, which impose requirements or restrictions on our operations, capitalization, payment of dividends, mergers and acquisitions, investments, loans and interest rates charged and interest rates paid on deposits. We must also comply with federal anti-money laundering, bank secrecy, tax withholding and reporting, and various consumer protection statutes and regulations. A considerable amount of management time and resources is devoted to oversight of, and development and implementation of controls and procedures relating to, compliance with these laws, regulations and policies.
The laws, regulation and supervisory policies applicable to us are subject to regular modification and change. New or amended laws, rules and regulations could impact our operations, increase our capital requirements or substantially restrict our growth and adversely affect our ability to operate profitably by making compliance much more difficult or expensive, restricting our ability to originate or sell loans, or further restricting the amount of interest or other charges or fees earned on loans or other products. In addition, further regulation could increase the assessment rate we are required to pay to the FDIC, adversely affecting our earnings. It is very difficult to predict future changes in regulation or the competitive impact that any such changes would have on our business. Any new laws, rules and regulations could make compliance more difficult, expensive, costly to implement or may otherwise adversely affect our business, financial condition or growth prospects. Other changes to statutes, regulations, or regulatory policies, including changes in interpretation or implementation of statutes, regulations, or policies, could affect us in substantial and unpredictable ways including subjecting us to additional costs, limiting the types of financial services and products we may offer, and increasing the ability of non-banks to offer competing financial services and products.
In addition, the federal Bank Secrecy Act, the USA PATRIOT Act, and similar laws and regulations require financial institutions, among other duties, to institute and maintain effective anti-money laundering programs and to file suspicious activity and currency transaction reports as appropriate. FinCENThe Financial Crimes Enforcement Network (“FinCEN”), a bureau of the United States Department of Treasury, is authorized to impose significant civil money penalties for violations of those
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requirements and has engaged in coordinated enforcement efforts with the individual federal banking regulators, as well as the U.S. Department of Justice, Drug Enforcement Administration and IRS.the Internal Revenue Service. There is also increased scrutiny of compliance with the rules enforced by the OFAC.Office of Foreign Assets Control (“OFAC”). Federal and state bank regulators also have focused on compliance with the Bank Secrecy Act and anti-money laundering regulations. If our policies, procedures and systems are deemed deficient, we would be subject to liability, including fines and regulatory actions such as restrictions on our ability to pay dividends and the necessity to obtain regulatory approval to proceed with acquisitions and other strategic transactions, which wouldcould negatively impact our business, financial condition, results of operations and prospects. Failure to maintain and implement adequate programs to combat money laundering and terrorist financing could also have seriousmaterial adverse reputational consequences for us.
Our failure to comply with current, or adapt to new or changing, laws, regulations or policies could result in enforcement actions and sanctions against us by regulatory agencies, civil money penalties and/or reputation damage, along with corrective action plans required by regulatory agencies, any of which could have a material adverse effect on our business, financial condition and results of operations, and the value of our common stock.
Our recent acquisitions of broker-dealer and investment advisory businesses subjects us to new regulatory risks.
In early 2019, we acquired COR Clearing, a correspondent clearing firm for broker-dealers,Our broker-dealer and the WiseBanyan entities, an introducing broker and a registered investment adviser. The correspondent clearing firm and introducing broker are broker-dealers registered with the SEC and members of FINRA and various other self-regulatory organizations, whichadvisory business subjects us for the first time to regulation by the SEC, and FINRA and potential new risksother SROs and uncertainties relating to compliancestate securities commissions, among other regulatory bodies. Violations of the laws and potential violations of laws, rules and regulations. Such violationsregulations governed by these agencies could result in censure, penalties and fines, the issuance of cease-and-desist orders, the restriction, suspension, or expulsion from the securities industry of the company or its officers or employees, or


other similar adverse consequences, any of which could cause us to incur losses and adversely affect our capital, financial condition and results of operations. See “Business-Regulation--RegulationThe SEC, FINRA and other SROs and state securities commissions, among other regulatory bodies, can censure, fine, issue cease-and-desist orders or suspend or expel a broker-dealer or any of Broker-Dealerits officers or employees. Clearing securities firms are subject to substantially more regulatory control and Investment Advisory Businesses.”
Recent changesexamination than introducing brokers that rely on others to perform clearing functions. Similarly, the attorney general of each state could bring legal action to ensure compliance with state securities laws, and regulatory agencies in foreign countries have similar authority. Our ability to comply with multiple laws and regulations pertaining to the securities industry depends in large part on our sizeability to establish and structure willmaintain an effective compliance function. The failure to establish and enforce reasonable compliance procedures, even if unintentional, could subject us to additional regulation, increased supervisionsignificant losses or disciplinary or other actions. Federally registered investment advisers are regulated and increased costs.
In August 2018, the Company became a savings and loan holding company that is treated as a financial holding companysubject to examination by the Federal Reserve Board. As such,SEC. In addition, the Company is requiredAdvisers Act imposes numerous obligations on our investment advisory business, including fiduciary duties, disclosure obligations, recordkeeping and reporting requirements, marketing restrictions and general anti-fraud prohibitions. Our failure to act as a financial “source of strength” forcomply with the Bank. The term “source of financial strength” is defined in the relevant statute as the ability of a company to provide financial assistance to such insured depository institution in the eventAdvisers Act and associated rules and regulations of the financial distressSEC could subject us to enforcement proceedings and sanctions for violations, including censure or termination of such insured depository institution. Given the power provided to the federal banking agencies in this provision, itSEC registration, litigation and reputational harm. In addition, our investment advisory business is possible that the Company could be required to serve as a source of financial strength for the Bank when we might not otherwise voluntarily choose to do so. In such event, if the Company did not hold or was unable to raise necessary capital, we could become subject to negative or burdensome regulatory conditions that could negatively impact our growth, financial conditionnotice filings and resultsthe anti-fraud rules of operations.
The Dodd-Frank Act imposes additional regulatory requirements on financial institutions with $10 billion or more in total assets. The Company has grown to hold total assets in excessstate securities regulators. See “Regulation of $10 billion beginning with the quarter ending March 31, 2019. As a result, we are now subject to the following additional requirements:
supervision, examination and enforcement by the CFPB with respect to consumer financial protection laws;
a modified methodology for calculating FDIC insurance assessments and potentially higher assessment rates as a result of institutions with $10 billion or more in assets being required to bear a greater portion of the cost of raising the reserve ratio to 1.35% as required by the Dodd-Frank Act;
heightened compliance standards under the Volcker Rule; and
enhanced supervision as a larger financial institution.
The imposition of these regulatory requirements and increased supervision may require additional commitment of financial resources to regulatory compliance and may increase our cost of operations.
In addition, under the Durbin Amendment to the Dodd-Frank Act, institutions with $10 billion or more in assets are subject to a cap on the interchange fees that may be charged in certain electronic debit and prepaid card transactions. The maximum permissible interchange fee for electronic debit transactions is the sum of 21 cents per transaction and five basis points multiplied by the value of the transaction. In addition, an issuer may charge up to one cent on each transaction as a fraud prevention adjustment if the issuer meets certain fraud prevention standards. Assuming the Company exceeds $10 billion in assets on December 31, 2019, the Durbin amendment will reduce the amount of interchange fees that we can charge and could adversely affect our fee-sharing prepaid card partnerships, such as with H&R Block starting in July 2020.Securities Business.”
Policies and regulations enacted by the Consumer Financial Protection Bureau may negatively impact our residential mortgage loan business and compliance risk.
Our consumer business, including our mortgage and deposit businesses, may be adversely affected by the policies enacted or regulations adopted by the CFPB, which, under the Dodd-Frank Act, has broad rule-making authority over consumer financial products and services. The CFPB is in the process of reshaping consumer financial protection laws through rule-making and enforcement against unfair, deceptive and abusive acts or practices. The CFPB has broad rule-making authority to administer and carry out the provisions of the Dodd-Frank Act with respect to financial institutions that offer covered financial products and services to consumers. The CFPB has also been directed to write rules identifying practices or acts that are unfair, deceptive or abusive in connection with any transaction with a consumer for a consumer financial product or service, or the offering of a consumer financial product or service. The prohibition on “abusive” acts or practices is being clarified each year by CFPB enforcement actions and opinions from courts and administrative proceedings. In January 2014, a series of final rules issued by the CFPB to implement provisions in the Dodd-Frank Act related to mortgage origination and servicing went into effect and caused an increase in the cost of originating and servicing residential mortgage loans. While it is difficult to quantify any future increases in our regulatory compliance burden, the costs associated with regulatory compliance, including the need to hire additional compliance personnel, may continue to increase.
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Changes in United States trade policies, including the imposition of tariffs and retaliatory tariffs, may adversely impact the Company’s business, financial condition and results of operations.
In the past two years there has been substantial debate and controversy concerning changes to United States trade policies, legislation, treaties and tariffs, including trade policies and tariffs affecting other countries, including China, the European Union, Canada and Mexico and retaliatory tariffs by such countries. Tariffs and retaliatory tariffs have been imposed have been imposed by the United States and other countries, and additional tariffs and retaliation tariffs have been proposed. If


prices of consumer goods or key industrial products increase materially as a result of tariffs, the ability of individual households to service debt may be negatively impacted. This could adversely affect the Company’s financial condition and results of operations.
Replacement of the LIBOR benchmark interest rate may have an impact on our business, financial condition or results of operations.
On July 27, 2017, the Financial Conduct Authority (FCA), a regulator of financial services firms in the United Kingdom, announced that it intends to stop persuading or compelling banks to submit LIBOR rates after 2021. The FCA and the submitting LIBOR banks have indicated they will support the LIBOR indices through 2021 to allow for an orderly transition to an alternative reference rate. In the United States, efforts to identify a set of alternative U.S. dollar reference interest rates include proposals by the Alternative Reference Rates Committee of the Federal Reserve Board. Other financial services regulators and industry groups are evaluating the possible phase-out of LIBOR and the development of alternate reference rate indices or reference rates. Many of our assets and liabilities are indexed to LIBOR. We are evaluating the potential impact of the possible replacement of the LIBOR benchmark interest rate, but are not able to predict whether LIBOR will cease to be available after 2021, whether the alternative rates the Federal Reserve Board proposes to publish will become market benchmarks in place of LIBOR, or what the impact of such a transition will have on our business, financial condition, or results of operations.The market transition away from LIBOR to an alternative reference rate is complex and could have a range of adverse effects on our business, financial condition and results of operations. In particular any such transition could:
adversely affect the interest rates paid or received on, the revenue and expenses associate with, and the value of our floating-rate obligations, loans, deposits, derivatives, and other financial instruments tied to LIBOR rates, or other securities or financial arrangements given LIBOR’s role in determining market interest rates globally;
prompt inquiries or other actions from regulators in respect of our preparation and readiness for the replacement of LIBOR with an alternative reference rate;
result in disputes, litigation or other actions with counterparties regarding the interpretation and enforceability of certain fallback language in LIBOR-based securities; and
require the transition to or development of appropriate systems and analytics to effectively transition our risk management processes from LIBOR-based products to those based on the applicable alternative pricing benchmark.
Risks Relating to Mortgage Loans and Mortgage-Backed Securities
Declining real estate values, particularly in California, could reduce the value of our loan and lease portfolio and impair our profitability and financial condition.
The majority of the loans in our portfolio are secured by real estate. At June 30, 2019,2022, approximately 72.2%45.4% of our mortgage portfolio was secured by real estate located in California. In recent years, there has been significant volatility in real estate values in California and in some cases the collateral for our real estate loans has become less valuable.California. If real estate values decrease or more of our borrowers experience financial difficulties, we will experience increased charge-offs, as the proceeds resulting from foreclosure may be significantly lower than the amounts outstanding on such loans. In addition, declining real estate values frequently accompany periods of economic downturn or recession and increasing unemployment, all of which can lead to lower demand for mortgage loans of the types we originate. A decline of real estate values or decline of the credit position of our borrowers in California would have a material adverse effect on our business, prospects, financial condition and results of operations.
Many of our mortgage loans are unseasonedmultifamily residential loans and defaults on such loans would harm our business.
At June 30, 2019,2022, our multifamily residential loans were $1,948.5$2,085.1 million or 29.7%15% of our mortgage loans and our commercial real estate loans were $326.2 million, or 5.0% of our mortgage loans.loan portfolio. The payment on such loans is typically dependent on the cash flows generated by the projects, which are affected by the supply and demand for multifamily residential units and commercial property within the relative market. If the market for multifamily residential units and commercial property experiences a decline in demand, multifamily and commercial borrowers may suffer losses on their projects and be unable to repay their loans. If residential housing values were to decline andor nationwide unemployment were to increase,levels rise, we are likely to experience increases in the level of our non-performing loans and foreclosed and repossessed vehiclesforeclosures in future periods.
We could recognize other-than-temporary impairment on securities held in our available-for-sale portfolio.
We analyze securities held in our portfolio for other-than-temporary impairment on a quarterly basis. The process for determining whether impairment is other-than-temporary can involve difficult, subjective judgments about the future financial performance of the issuer, market conditions, and the value of any collateral underlying the security in order to assess the probability of receiving all contractual principal and interest payments on the security. Because of changing economic and market conditions affecting issuers and the performance of the underlying collateral, we may be required to recognize other-than-temporary impairment in future periods reducing future earnings and capital levels.


A decrease in the mortgage buying activity of Fannie Mae, Freddie Mac, and MBS’s guaranteed by Ginnie Mae or a failure by Fannie Mae, Ginnie Mae, and Freddie Mac to satisfy their obligations with respect to their RMBS could have a material adverse effect on our business, financial condition and results of operations.
During the last three fiscal years we have sold approximatly $1,321.7 millionapproximately $2.8 billion of residential mortgage loans to Fannie Mae and Freddie Mac and into MBS’s guaranteed by Ginnie Mae and, asMae. As of June 30, 2019,2022, approximately 4.2%9.6% of our securities portfolio consisted of RMBS issued or guaranteed by these GSEs. Since 2008, Fannie Mae and Freddie Mac have been in conservatorship, with its primary regulator, the Federal Housing Finance Agency, acting as conservator. The United States government may enact structural changes to one or more of the GSEs, including privatization, consolidation and/or a reduction in the ability of GSEs to purchase mortgage loans or guarantee mortgage obligations. We cannot predict if, when or how the conservatorships will end, or what associated changes (if any) may be made to the structure, mandate or overall business practices of either of the GSEs. Accordingly, there continues to be uncertainty regarding the future of the GSEs, including whether they will continue to exist in their current form and whether they will continue to meet their obligations with respect to their RMBS. A substantial reduction in mortgage purchasing activity by the GSEs could result in a material decrease in the availability of residential mortgage loans and the number of qualified borrowers, which in turn may lead to increased volatility in the residential housing market, including a decrease in demand for residential housing and a corresponding drop in the value of real property that secures current residential mortgage loans, as well as a significant increase in interest rates. In a rising or higher interest rate environment, our originations of mortgage loans may decrease, which would result in a decrease in mortgage loan revenues and a corresponding decrease in non-interest income. Any decision to change the structure, mandate or overall business practices of the GSEs and/or the relationship among the GSEs, the government and the private mortgage loan markets, or any failure by the GSEs to satisfy their obligations with respect to their RMBS, could have a material adverse effect on our business, financial condition and results of operations.
Commercial and industrial and commercial real estate loans may expose our company to greater financial and credit risk than other loans.
Our commercial and industrial loans as well as our commercial real estate – mortgage portfolio is increasing and was approximately $2,028.1 million and $4,781.0 million at June 30, 2022, comprising approximately 14.2% and 33.5% of our total loan portfolio, respectively. Commercial loans generally carry larger loan balances and can involve a greater degree of financial and credit risk than other loans. Any significant failure to pay on time by our customers could hurt our earnings. The Tax Reform Actincreased financial and credit risk associated with these types of 2017 resultedloans are a result of several factors, including the concentration of principal in certain changesa limited number of loans and borrowers, the types of business and collateral, the size of loan balances, the effects of general economic conditions on income-producing properties and businesses and the increased difficulty of evaluating and monitoring these types of loans.
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Our mortgage origination business is subject to fluctuations based upon seasonal and other factors and, as a result, our results of operations for any given quarter may not be indicative of the results that may affect our business.be achieved for the full fiscal year.
The Tax Reform ActOur mortgage origination business is subject to several variables that can impact loan origination volume, including seasonal and interest rate fluctuations. We typically experience increased loan origination volume from purchases of 2017, enactedhomes during the second and third calendar quarters, when more people tend to move and buy or sell homes. In addition, an increase in December 2017, reduced the ceiling on the mortgage interest deduction from $1,000,000 to $750,000 for indebtedness incurred in acquiring, constructing, or improving a residence. For mortgage indebtedness incurred before December 15, 2017, the Tax Reform Act permits homeowners to maintain the current $1,000,000 ceiling. The Tax Reform Act also prohibits the deductiongeneral level of interest on home equity indebtedness, and limits annual itemized deductionsrates may, among other things, adversely affect the demand for state and local taxes (including state and local income, property, and sales taxes) to $10,000. The Bank originates and holds a large amount of mortgage loans and our ability to originate mortgage backed securities. The reduction or elimination of these tax benefits and other changes in federal income tax policies could have a material adverse effect onloans. In particular, if mortgage interest rates increase, the demand for the Bank’s loan productsresidential mortgage loans and the pricing and liquidityrefinancing of theresidential mortgage securitiesloans will likely decrease, which the Bank holds. The reduction in the mortgage interest deduction and limitation of itemized deductions for property taxes, particularly in higher priced states in which we operate, such as California, could adversely affect the ability of some potential borrowers to obtain credit, otherwise reduce the demand for home purchases and construction, and increase delinquencies or defaults on our mortgage assets, which couldwill have a materialan adverse effect on our businessmortgage origination activities. Conversely, a decrease in the general level of interest rates, among other things, may lead to increased competition for mortgage loan origination business.
As a result of these variables, our results of operations for any single quarter are not necessarily indicative of the results that may be achieved for a full fiscal year or any other quarter.
Risks Relating to our Business Operations
Our results of operations could vary as a result of the methods, estimates, and judgments that we use in applying our accounting policies, including with respect to our allowance for credit losses.
From time to time, the Financial Accounting Standards Board (the “FASB”) and the SEC change the financial accounting and reporting standards that govern the preparation of our financial statements. In addition, the FASB, SEC, bank regulators and outside independent auditors may revise their previous interpretations regarding existing accounting regulations and the application of these accounting standards. The methods, estimates and judgments that we use in applying our accounting policies have a significant impact on our results of operations. Such methods, estimates and judgments, include methodologies to value our securities, estimate our allowance for loan losses and the realization of deferred tax assets and liabilities. These methods, estimates and judgments are, by their nature, subject to substantial risks, uncertainties and assumptions, and factors may arise over time that lead us to change our methods, estimates and judgments. Changes in those methods, estimates and judgments could significantly affect our results of operations. These changes can be difficult to predict and can materially impact how we record and report our financial condition and results of operations.
Risks Relating to the Company
If our allowance for loan and leasecredit losses, particularly in growing areas of lending such as commercial and industrial (“C&I”) is not sufficient to cover actual loan and leasecredit losses, our earnings, capital adequacy and overall financial condition may suffer materially.
Our loans are generally secured by single family, multifamily and commercial real estate properties, each initially having a fair market value generally greater than the amount of the loan secured. Although our loans and leases are typically secured, the risk of default, generally due to a borrower’s inability to make scheduled payments on his or her loan, is an inherent risk of the banking business. In determining the amount of the allowance for loan and lease losses, we make various assumptions and judgments about the collectabilitycollectibility of our loan and lease portfolio, including the creditworthiness of our borrowers, the value of the real estate serving as collateral for the repayment of our loans and our loss history. Defaults by borrowers could result in losses that exceed our loan and lease loss reserves. We have originated or purchased many of our loans and leases recently, so we do not have sufficient repayment experience to be certain whether the established allowance for loan and lease losses is adequate. We may have to establish a larger allowance for loan and lease losses in the future if, in our judgment, it becomes necessary. Any increase in our allowance for loan and lease losses would increase our expenses and consequently may adversely affect our profitability, capital adequacy and overall financial condition.
In addition, we continue to increase our emphasis on non-residential lending, particularly in C&I lending, and these types of loans and leases are expected to comprise a larger portion of our originations and loan and lease portfolio in future periods. To the extent that we fail to adequately address the risks associated with C&I lending, we may experience increases in levels of non-performing loans and leases and be forced to takeincur additional loan and lease loss reserves,provision expense, which would adversely affect our net


interest income and capital levels and reduce our profitability. For further information about our C&I lending business, please refer to “Business - Asset Origination and Fee Income Businesses - Commercial Real Estate Secured and Commercial Lending.”
Our results of operations could vary as a result of the methods, estimates, and judgments that we use in applying our accounting policies.
The methods, estimates, and judgments that we use in applying our accounting policies have a significant impact on our results of operations. Such methods, estimates, and judgments, include methodologies to value our securities, evaluate securities for other-than-temporary impairment and estimate our allowance for loan and lease losses. These methods, estimates, and judgments are, by their nature, subject to substantial risks, uncertainties, and assumptions, and factors may arise over time that lead us to change our methods, estimates, and judgments. Changes in those methods, estimates, and judgments could significantly affect our results of operations. These changes can be hard to predict and can materially impact how we record and report our financial condition and results of operations. As an example, the Financial Accounting Standards Board issued accounting guidance, effective for reporting periods beginning after December 15, 2019, related to the impairment of financial instruments, particularly the allowance for loan losses. This guidance changes existing impairment recognition to a model that is based on expected losses rather than incurred losses, which is intended to result in more timely recognition of credit losses. When adopted, this new standard may increase our allowance for credit losses, which could materially affect our financial condition and future results of operations. The extent of the increase, if any, will ultimately depend upon the nature and characteristics of our loan portfolio at the adoption date, as well as the macroeconomic assumptions and forecasts used at that date. Therefore, the potential financial impact is currently unknown.
Changes in the value of goodwill and other intangible assets could reduce our earnings.
The Company accounts for goodwill and other intangible assets in accordance with generally accepted accounting principles (“GAAP”), which, in general, requires that goodwill not be amortized, but rather that it be tested for impairment at least annually at the reporting unit level using the two step approach. Testing for impairment of goodwill and other intangible assets is performed annually and involves the identification of reporting units and the estimation of fair values. The estimation
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of fair values involves a high degree of judgment and subjectivity in the assumptions used. Changes in the local and national economy, the federal and state legislative and regulatory environments for financial institutions, the stock market, interest rates and other external factors (such as natural disasters or significant world events) may occur from time to time, often with great unpredictability, and may materially impact the fair value of publicly traded financial institutions and could result in an impairment charge at a future date.
Our risk management processes and procedures may not be effective in mitigating our risks.
We have established processes and procedures intended to identify, measure, monitor and control material risks to which we are subject, including, for example, credit risk, market risk, liquidity risk, strategic risk and operational risk. If the models that we use to manage these risks are ineffective at predicting future losses or are otherwise inadequate, we may incur unexpected losses or otherwise be adversely affected. In addition, the information we use in managing our credit and other riskrisks may be inaccurate or incomplete as a result of error or fraud, both of which may be difficult to detect and avoid. There may also be risks that exist, or that develop in the future, that we have not appropriately anticipated, identified or mitigated, including when processes are changed or new products and services are introduced. If our risk management framework does not effectively identify and control our risks, we could suffer unexpected losses or be adversely affected, and that could have a material adverse effect on our business, results of operations and financial conditioncondition.
Higher FDIC assessments could negatively impact profitability.
FDIC insurance premiums are “risk based”. Accordingly, higher premiums are charged to banks that have lower capital ratios or higher risk profiles, including increased commercial and industrial lending, declining credit quality metrics, and increased brokered deposits and higher levels of borrowing. As a result, a decrease in the Bank’s capital ratios, or a negative evaluation by the FDIC, may increase the Bank’s net funding cost and reduce its earnings.
Our acquisition of a broker-dealer business subjectsubjects us to a variety of risks associated with the securities industry.
On January 28, 2019, we acquired COR Clearing, a leading full-service correspondent clearing firm for independent broker-dealers. In addition, in February 2019 we acquired an introducing broker as part of our acquisition of the WiseBanyan entities. Our acquisition of these broker-dealer firms and entry into this business subjects us to a number of risks and challenges, including risks related to our ability to integrate the acquired operations and the associated internal controls and regulatory functions into our current operations,operations; our ability to retain key personnel of the acquired operations,operations; our ability to limit the outflow of acquired deposits and successfully retain and manage acquired assets,assets; our ability to retain existing correspondents who may choose to perform their own clearing services, move their clearing business to one of our competitors or exit the business,business; our ability to attract new customers and generate new assets in areas not previously served,served; and the possible assumption of risks and liabilities related to litigation or regulatory proceedings involving the acquired operations.
In addition, entry into the broker-dealer business may subject us to new risks related to the movement of equity prices. For example, if securities prices decline rapidly, the value of our collateral could fall below the amount of the indebtedness secured by these securities, and in rapidly appreciating markets, credit risk may increase due to short positions. The securities lending and securities trading and execution businesses also subject us to credit risk if a counterparty fails to perform or if collateral


securing itsthe counterparty’s obligations is insufficient. In securities transactions generally, we will be subject to credit risk during the period between the execution of a trade and the settlement by the customer. Significant failures by our customers, including correspondents, or clients to honor their obligations, or increases in their rates of default, together with insufficient collateral and reserves, could have a material adverse effect on our business, financial condition, results of operations and cash flows. For example, in March 2019, we suffered a $15.3 million bad debt expense due to a default by a correspondent customer arising from unauthorized securities trades by an employee of the customer. Additionally, poor investment returns and declines in client assets, due to either general market conditions or under-performance (relative to our competitors or to benchmarks) of our investment products, may affect our ability to retain existing assets, prevent clients from transferring their assets out of products or their accounts, or inhibit our ability to attract new clients or additional assets from existing clients. Any such poor performance could adversely affect our advisory and custody business and the fees that we earn on client assets.
Our broker-dealer business is also subject to regulatory requirements and risks discussed above under “Our broker-dealer and investment advisory businesses subjects us to regulatory risks”. Our broker-dealer business also subjectsexposes us to newother risks and uncertainties that are common in the securities industry, including intense competition, extensive governmental regulation by the Securities and Exchange Commission and FINRA and potentially new areas and types of litigation including lawsuits based on allegations concerning our correspondents. The SEC, FINRAFor example, we allow our brokerage customers to engage in self-directed trading, and other SROsthere has been an increase in regulatory enforcement and state securities commissions, among other regulatory bodies, can censure, fine, issue cease-and-desist orderslitigation against broker-dealers with self-directed trading platforms. These actions may become more common or suspend or expelfrequent, particularly if there is a broker-dealer or anyprolonged decrease in equity prices resulting in investor losses. Allegations of its officers or employees. Clearing securities firms are subject to substantially more regulatory control and examination than introducing brokers that rely on others to perform clearing functions. Similarly, the attorneys generalviolations of each state could bring legal action to ensure compliance with state securities laws and regulatory agencies in foreign countries have similar authority. Our ability to comply with multiple laws and regulations pertaining to the securities industry depends in large part on our ability to establish and maintain an effective compliance function. The failure to establish and enforce reasonable compliance procedures,or FINRA rules, even if unintentional,not ultimately asserted or proved, could subject ussubstantially impact our results of operations and lead to significant losses or disciplinary or other actions.reputational harm.
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Our broker-dealer business is also subject to the net capital requirements of the SEC, FINRA and various self-regulatory organizations. These requirements typically specify the minimum level of net capital a broker-dealer must maintain and also mandate that a significant part of its assets be kept in relatively liquid form. Failure to maintain the required net capital may subject a firm to limitation of its activities, including suspension or revocation of its registration by the SEC and suspension or expulsion by FINRA and other regulatory bodies, and ultimately may require its liquidation.
Our entry intoRisks associated with our Digital Assets Subsidiary
In the investment advisory business subjects usfuture, our subsidiary Axos Digital Assets LLC (“ADA”) plans to: (1) make available to retail customers a platform for buying and selling non-security digital assets such as Bitcoin and Ethereum and (2) issue a dollar-backed stablecoin to facilitate the buying and selling of digital assets on its trading platform. Cybersecurity risks exist in trading cryptocurrencies, using wallets to hold cryptocurrencies, and stablecoins to facilitate transactions in cryptocurrencies, include hacking vulnerabilities and cybersecurity attacks. A cybersecurity event could result in a substantial, immediate and irreversible loss for future customers, including retail investors, that trade or own cryptocurrencies. Cryptocurrency transactions may be irreversible, and, accordingly, losses due to a varietycybersecurity event may not be recoverable and beyond available insurance coverage, if any, for some or all of risks associated with investment performancethose losses and advisory services.
On February 26, 2019, we acquired WiseBanyan, Inc., a registered investment adviser (“RIA”) that provides personal financial and investment management services through a proprietary technology platform. Our investment advisory business is registered with the SEC under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). Federally registered investment advisers are regulated and subject to examination by the SEC. The Advisers Act imposes numerous obligations on RIAs, including fiduciary duties, disclosure obligations, recordkeeping and reporting requirements, marketing restrictions and general anti-fraud prohibitions. Our failure to comply with the Advisers Act and associated rules and regulations of the SEC could subject us to enforcement proceedings and sanctions for violations, including censure or termination of SEC registration, litigation and reputational harm. In addition, our investment advisory business is subject to notice filings and the anti-fraud rules of state securities regulators.
Our investment advisory business is also subject to various data privacy and cybersecurity laws designed to protect client and employee personally identifiable information. These laws and regulations are increasing in complexity and number which has resulted in greater compliance risk and cost for the business. The unauthorized access, use, theft or destruction of client or employee personal, financial or other data could expose us to potential financial penalties and legal liability.
Additionally, poor investment returns and declines in client assets in our investment advisory business, due to either general market conditions or under-performance (relative to our competitors or to benchmarks) by investment products, may affect our ability to retain existing assets, prevent clients from transferring their assets out of products or their accounts, or inhibit our ability to attract new clients or additional assets from existing clients. Any such poor performance could adversely affect our investment advisory business and the advisory fees that we earn on client assets.
Our acquisitions involve integration and other risks.
In addition to the acquisitions discussed above, from time to time we undertake acquisitions of assets, deposits, lines of business and other companies consistent with our operating and growth strategies. Acquisitions generally involve a number of risks and challenges, including our ability to integrate the acquired operations and the associated internal controls and regulatory functions into our current operations, our ability to retain key personnel of the acquired operations, our ability to limit the outflow of acquired deposits and successfully retain and manage acquired assets, our ability to attract new customers and generate new assets in areas not previously served, and the possible assumption of risks and liabilities relatedlead to litigation or regulatory proceedings involvinginvestigations or enforcement matters. Moreover, the acquired operations. Additionally, no assurance can be given that the operationprices of acquisitions would not adversely affect our existing profitability, that we would be able to achieve results in the future similar to those achieved by the acquired operations, that we would be able to compete effectively in the markets served by the acquired operations, or that we would be


able to manage any growth resulting from the transaction effectively. We also face the risk that the anticipated benefits of any acquisition may not be realized fully or at all, or within the time period expected.
As a public company, we face the risk of shareholder lawsuits and other related or unrelated litigation, particularly if we experience declinescryptocurrencies are extremely volatile. Fluctuations in the price of our common stock. We have been named as a party to purported class action and derivative lawsuits, and we may be named in additional litigation, all of which could require significant management time and attention and result in significant legal expenses.
As described in detail below in “Item 3 – Legal Proceedings,” putative class action lawsuits have been filedvarious cryptocurrencies might cause uncertainty in the United States District Court, Southern Districtmarket and could negatively impact trading volumes of California, alleging, among other things, that our Company, Chief Executive Officercryptocurrencies, which may adversely affect the success of any future business, financial condition and Chief Financial Officer violated the federal securities lawsresults of operations. In addition, different aspects of cryptocurrencies are regulated by failingboth Federal and State authorities. Cryptocurrency market disruptions, including those affecting stablecoins, and resulting governmental interventions are unpredictable, and might make cryptocurrencies, or certain cryptocurrency business activities, impractical or illegal altogether. As regulation of cryptocurrencies continues to disclose the wrongful conduct thatevolve, there is alleged by a former employee in a complaint, and that as a result the Company’s statements regarding its internal controls, and portions of its financial statements, were false and misleading. Derivative lawsuits have also been filed against our management arising from the same events, alleging breach of fiduciary duty, mismanagement, abuse of control and unjust enrichment. Regardless of the merits, the expense of defending such litigation may have a substantial impact if our insurance carriers failrisk of inconsistent regulatory guidance among federal and State agencies and among State governments which, along with potential accounting and tax issues or other requirements relating to covercryptocurrencies, could impede future cryptocurrency operations. Cryptocurrency regulations and accounting rules are complex and changing and subject to interpretation by bank and securities regulators, and other regulatory bodies formed to promulgate and interpret accounting principles such as the full cost of the litigation,FASB. A change in these rules and the time required to defend the actions could divert management’s attention from the day-to-day operations of our business, which could adversely affect our business, results of operations and cash flows. An unfavorable outcome in such litigationregulations or interpretations could have a material adversesignificant effect on our business, financial condition, resultsresults. Cryptocurrency trading platform providers may be required to obtain licenses to operate as a money transmitter (or as another type of operationsregulated financial services institution, as applicable) in the States where this is required. Money transmitters are subject to obligations and cash flows. The Companyrestrictions with respect to the investment of customer funds, reporting requirements, bonding requirements, and its management denyinspection by State regulatory agencies. There are substantial costs and potential product and operational changes involved in maintaining and renewing these licenses, certifications, and approvals, and providers could be subject to fines, other enforcement actions, and litigation if found to violate any wrongdoing and are vigorously defending the referenced lawsuits.of these requirements.
We may seek additional capital, but it may not be available when it is needed, andwhich would limit our ability to execute our strategic plan. In addition, raising additional equity capital would dilute existing shareholders’ equity interests and may cause our stock price to decline.
We are required by regulatory authorities to maintain adequate levels of capital to support our operations. In addition, we may elect to raise additional capital to support the growth of our business or to finance acquisitions, if any, or we may elect to raise additional capital for other reasons. We may seek to do so through the issuance of, among other things, our common stock or securities convertible into our common stock, which could dilute existing shareholders’ interests in the Company.
Our ability to raise additional capital, if needed, will depend on conditions in the capital markets, economic conditions, our financial performance and a number of other factors, many of which are outside our control, and on our financial performance.control. Accordingly, we cannot provide assurance on our ability to raise additional capital if needed or ifwhether it can be raised on terms acceptable to us. If we cannot raise additional capital when needed or on terms acceptable to us, it may have a material adverse effect on our financial condition, results of operations and prospects. In addition, raising equity capital will have a dilutive effect on the equity interests of our existing shareholders and may cause our stock price to decline.
Access
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Liquidity and access to adequate funding cannot be assured.
WeLiquidity is essential to our business and the inability to raise funds through deposits, borrowings, equity and debt offerings, or other sources could have significant sourcesa materially adverse effect on our liquidity. The Bank may not be able to meet the cash flow requirements of liquidityits customers who may be either depositors wanting to withdraw funds or borrowers needing assurance that sufficient funds will be available to meet their credit needs. Company specific factors such as a resultdecline in our credit rating, an increase in the cost of capital from financial capital markets, a decrease in business activity due to adverse regulatory action or other company specific event, or a decrease in depositor or investor confidence may impair our federal thrift structure, including deposits, brokered deposits,access to funding with acceptable terms adequate to finance our activities. General factors related to the FHLB, repurchase lending facilities, and the FRB discount window.financial services industry such as a severe disruption in financial markets, a decrease in industry expectations, or a decrease in business activity due to political or environmental events may impair our access to liquidity. We rely primarily upon deposits and FHLB advances. Our ability to attract deposits could be negatively impacted by a public perception of our financial prospects or by increased deposit rates available at troubled institutions suffering from shortfalls in liquidity. The FHLB isadvances and the FRBSF discount window are subject to regulation and other factors beyond our control. These factors may adversely affect the availability and pricing of advances to members such as the Bank. Selected sources of liquidity may become unavailable to the Bank if it were to no longer be considered “well-capitalized.”
Our inability to manage our growth or deploy assets profitably could harm our business and decrease our overall profitability, which may cause our stock price to decline.
Our assets and deposit base have grown substantially in recent years, and we anticipate that we will continue to grow over time, perhaps significantly. To manage the expected growth of our operations and personnel, we will be required to manage multiple aspects of the business simultaneously, including among other things: (i) improve existing and implement new transaction processing, operational and financial systems, procedures and controls; (ii) maintain effective credit scoring and underwriting guidelines; (iii) maintain sufficient levels of regulatory capital; and (iv) expand our employee base and train and manage this growing employee base. In addition, acquiring other banks, asset pools or deposits may involve risks such as exposure to potential asset quality issues, disruption to our normal business activities and diversion of management’s time and attention due to integration and conversion efforts. If we are unable to manage growth effectively or execute integration efforts properly, we may not be able to achieve the anticipated benefits of growth and our business, financial condition and results of operations could be adversely affected.


In addition, we may not be able to sustain past levels of profitability as we grow, and our past levels of profitability should not be considered a guarantee or indicator of future success. If we are not able to maintain our levels of profitability by deploying growth in our deposits in profitable assets or investments, our net interest margin and overall level of profitability will decrease and our stock price may decline.
We face strong competition for customers and may not succeed in implementing our business strategy.
Our business strategy depends on our ability to remain competitive. There is strong competition for customers from existing banks and other types of financial institutions, includinginstitutions. Technology and other changes allow parties to complete financial transactions through alternative methods rather than through banks. Consumers can now maintain funds that would have historically been held as bank deposits in brokerage accounts, mutual funds or general-purpose reloadable prepaid cards. Consumers can also complete transactions, such as paying bills and/or transferring funds directly without the assistance of banks. The process of eliminating banks as intermediaries, known as “disintermediation,” could result in the loss of fee income, as well as the loss of customer deposits and the related income generated from those that use the Internet as a medium for banking transactions or as an advertising platform.deposits. Technology has also lowered barriers to entry and made it possible for non-banksnon-bank, financial technology companies (“FinTechs”) to offer products and services traditionally provided by banks. FinTechs continue to emerge and compete with traditional financial institutions across a wide variety of products and services. Consumers have demonstrated a growing willingness to obtain banking services from FinTechs. As a result, our ability to remain competitive is increasingly dependent upon our ability to maintain critical technological capabilities, and to identify and develop new, value-added products for existing and future customers. Our competitors also include large, publicly-traded, Internet-basedinternet-based banks, as well as smaller Internet-basedinternet-based banks; “brick and mortar” banks, including those that have implemented websites to facilitate online banking; and traditional banking institutions such as thrifts, finance companies, credit unions and mortgage banks. Some of these competitors have been in business for a long time and have broader name recognition and a more established customer base. Most of our competitors are larger and have greater financial and personnel resources. In order to compete profitably, we may need to reduce the rates we offer on loans and leases and investments and increase the rates we offer on deposits, which actions may adversely affect our business, prospects, financial condition and results of operations.
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To remain competitive, we believe we must successfully implement our business strategy. Our success depends on, among other things:
Having a large and increasing number of customers who use our bank for their banking needs;
Our ability to attract, hire and retain key personnel as our business grows;
Our ability to secure additional capital as needed;
The relevance of our products and services to customer needs and demands and the rate at which we and our competitors introduce or modify new products and services;
Our ability to offer products and services with fewer employees than competitors;
The satisfaction of our customers with our customer service;
Ease of use of our websites and smartphone applications;
Our ability to provide a secure and stable technology platform for financial services that provides us with reliable and effective operational, financial and information systems; and
Integration of our broker-dealer and registered investment-advisory businesses.
If we are unable to implement our business strategy, our business, prospects, financial condition and results of operations could be adversely affected.
Our business depends on a strong brand, and failing to maintain and enhance our brand could hurt our ability to maintain or expand our customer base.
The brand identities that we have developed will significantly contribute to the success of our business. On October 1, 2018, we changed the name of the Bank and the branding of most of our banking products to “Axos Bank”. Maintaining and enhancing the “Axos Bank” brands (including our other trade styles and trade names) is critical to expanding our customer base. We believe that the importance of brand recognition will increase due to the relatively low barriers to entry for our “brick and mortar” competitors in the internet-based banking market. Our brands could be negatively impacted by a number of factors, including data privacy and security issues, service outages, product malfunctions, and product malfunctions.trademark infringement. If our name change is not widely accepted by customers or proves to be less popular than anticipated, if we fail to maintain and enhance our brands generally, or if we incur excessive expenses in these efforts, our business, financial condition and results of operations may be adversely affected. In addition, maintaining and enhancing our brand will depend on our ability to continue to provide high-quality products and services, which we may not do successfully.
Our reputation and business could be damaged by negative publicity.
Reputational risk, including as a result of negative publicity, is inherent in our business. Negative publicity can result from actual or alleged conduct in a number of areas, including legal and regulatory compliance, lending practices, corporate governance, litigation, inadequate protection of customer data, illegal or unauthorized acts taken by third parties that supply products or services to us, and ethical behavior of our employees. Damage to our reputation could adversely impact our ability to attract new, and maintain existing, loan and deposit customers, employees and business relationships, and, particularly with respect to our broker-dealer and registered investment advisoradviser businesses, could result in the imposition of new regulatory requirements, operational restrictions, enhanced supervision and/or civil money penalties. Such damage could also adversely


affect our ability to raise additional capital. Any such damage to our reputation could have a material adverse effect on our financial condition and results of operations.
AExtreme weather conditions, natural disaster, especially in California,disasters, rising sea levels, acts of war or terrorism, civil unrest, public health issues, or other adverse external events could harm our business.
The potential impacts of extreme weather conditions, natural disasters and rising sea levels, could impact our operations as well as those of our customers and third party vendors upon which we rely. Our Bank’sBank is based in San Diego, California, and approximately 72.2%45.4% of our mortgage loan portfolio was secured by real estate located in California at June 30, 2019.2022. In addition, some of our computer systems that operate our internet websites and their back-up systems are located in San Diego, California. Historically, California has been vulnerable to natural disasters. Therefore, we are susceptible to the risks of natural disasters, such as earthquakes, wildfires, floods and mudslides.mudslides, the nature and magnitude of which cannot be predicted and may be exacerbated by global climate change. Natural disasters could harm our operations directly through interference with communications, including the interruption or loss of our websites, which would prevent us from gathering deposits, originating loans and leases and processing and controlling our flow of business, as well as through the destruction of facilities and our operational, financial and management information systems. A natural disaster or recurring power outages may also impair the value of our largest class of assets, our loan and lease portfolio, which is comprised substantially of real estate loans. UninsuredLosses from disasters for which borrowers are uninsured or under-insured disasters may reduce borrowers’ ability to repay mortgage loans. Disasters may also reduceNatural disasters, acts of war or terrorism, civil unrest, public health issues, or other adverse external events could each negatively impact our business operations or the valuestability of our deposit base, cause significant property damage, adversely impact the real estatevalues of collateral securing our loans impairingand/or interrupt our abilityborrowers’ abilities to recover on defaulted loans through foreclosureconduct their business in a manner
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to support their debt obligations, which could result in losses and making it more likely that we would suffer losses on defaulted loans. increased provisions for credit losses. Although we have implemented several back-up systems and protections (and maintain standard business interruption insurance), these measures may not protect us fully from the effects of a natural disaster.disaster, acts of war or terrorism, civil unrest, public health issues, or other adverse external events. The occurrence of natural disasters, particularly in California, could have a material adverse effect on our business, prospects, financial condition and results of operations.
Increased regulation related to Environmental, Social, and Governance factors could negatively affect our operating results and could increase our operating expenses and those of our customers.
There is increased public awareness and concern by governmental organizations on a variety of environmental, social, and sustainability matters,including climate change. This increased awareness may include more prescriptive reporting of environmental, social, and governance metrics, and other compliance requirements. Further legislation and regulatory requirements could increase the operating expenses of, or otherwise adversely impact, us and our customers.To the extent that the we or our customers experience increases in costs, reductions in the value of assets, constraints on operations or similar concerns driven by changes in regulation relating to climate change, it could have an adverse effect on our business, prospects, financial condition and results of operations.
Our success depends in large part on the continuing efforts of a few individuals. If we are unable to retain these key personnel or attract, hire and retain others to oversee and manage our company, our business could suffer.
Our success depends substantially on the skill and abilities of our senior management team, including our Chief Executive Officer and President, Gregory Garrabrants, our Chief Financial Officer, Andrew J. Micheletti, and other employees that perform multiple functions that might otherwise be performed by separate individuals at larger banks. The loss of the services of any of these individuals or other key employees, whether through termination of employment, disability or otherwise, could have a material adverse effect on our business. In addition, our ability to grow and manage our growth depends on our ability to continue to identify, attract, hire, train, retain and motivate highly skilled executive, technical, managerial, sales, marketing, customer service and professional personnel. The implementation of our business plan and our future success will depend on such qualified personnel. Competition for such employees is intense in many areas of the financial services industry, and there is a risk that we will not be able to successfully attract, assimilate or retain sufficiently qualified personnel. If we fail to attract and retain the necessary personnel, our business, prospects, financial condition and results of operations could be adversely affected.
We are exposed to risk of environmental liability with respect to properties to which we take title.
In the course of our business, we may foreclose and take title to real estate, including commercial real estate, and could be subject to environmental liabilities with respect to those properties. We may be held liable to a governmental entity or to third parties for property damage, personal injury, investigation and clean-up costs incurred by these parties in connection with environmental contamination or may be required to investigate or clean up hazardous or toxic substances or chemical releases at a property. The costs associated with investigation or remediation activities could be substantial. In addition, if we are the owner or former owner of a contaminated site, we may be subject to common law claims by third parties based on damages and costs resulting from environmental contamination emanating from the property. If we become subject to significant environmental liabilities, our business, prospects, financial condition and results of operations could be adversely affected.
Technology Risks in our Online Business
We depend on third-party service providers for our core banking and securities transactions technology, and interruptions in or terminations of their services could materially impair the quality of our services.
We rely substantially upon third-party service providers for our core banking technology and to protect us from bank system failures or disruptions.disruptions, including with respect to securities technology at our clearing broker-dealer. This reliance may mean that we will not be able to resolve operational problems internally or on a timely basis, which could lead to customer dissatisfaction or long-term disruption of our operations. Our operations also depend upon our ability to replace a third-party service provider if it experiences difficulties that interrupt operations or if an essential third-party service terminates. If these service arrangements are terminated for any reason without an immediately available substitute arrangement, our operations may be severely interrupted or delayed. If such interruption or delay were to continue for a substantial period of time, our business, prospects, financial condition and results of operations could be adversely affected.

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Privacy concerns relating to our technology could damage our reputation and deter current and potential customers from using our products and services.
Generally speaking, concerns have been expressed about whether smartphone and internet-based products and services compromise the privacy of users and others. Concerns about our practices with regard to the collection, use, disclosure or security of personal information of our customers or other privacy related matters, even if unfounded, could damage our reputation and results of operations. While we strive to comply with all applicable data protection laws and regulations, as well as our own posted privacy policies, any failure or perceived failure to comply may result in proceedings or actions against us by government entities or others, or could cause us to lose customers, which could potentially have an adverse effect on our business.
Misconduct by employees could also result in fraudulent, improper or unauthorized activities on behalf of clients or improper use of confidential personal information. The Company may not be able to prevent employee errors or misconduct, and the precautions the Company takes to detect this type of activity might not be effective in all cases. Employee errors or misconduct could subject the Company to civil claims for negligence or regulatory enforcement actions, including fines and restrictions on our business.
In addition, as nearly all of our products and services are smartphone and internet-based, the amount of data we store for our customers on our servers (including personal information) has been increasing and will continue to increase. Any systems failure or compromise of our security that results in the release of our customers’ data could seriously limit the adoption of our products and services, as well as harm our reputation and brand and, therefore, our business. We may also need to expend significant resources to protect against security breaches. System enhancements and updates may also create risks associated with implementing new systems and integrating them with existing ones. Due to the complexity and interconnectedness of information technology systems, the process of enhancing our layers of defense can itself create a risk of systems disruptions and security issues. In addition, addressing certain information security vulnerabilities, such as hardware-based vulnerabilities, may affect the performance of our information technology systems. The ability of our hardware and software providers to deliver patches and updates to mitigate vulnerabilities in a timely manner can introduce additional risks, particularly when a vulnerability is being actively exploited by threat actors.
The risk that these types of events could seriously harm our business is likely to increase as we add more customers and expand the number of smartphone and internet-based products and services we offer.
We have risks of systems failure and disruptions to operations.
The computer systems, internet connectivity and network infrastructure utilized by us and others could be vulnerable to unforeseen problems. This is true of both our internally developed systems and the systems of our third-party service providers. Our operations are dependent upon our ability to protect computer equipment against damage from fire, power loss, telecommunication failure or similar catastrophic events.
Any damage or failure that causes an interruption in our operations could adversely affect our business, prospects, financial condition and results of operations.


If our security measures are breached, or if our services are subject to cybersecurity attacks that degrade or deny the ability of customers to access our products and services, our products and services may be perceived as not being secure, customers may curtail or stop using our products and services, and we may incur significant legal and financial exposure.
Our products and services involve the storage and transmission of customers’ proprietary information, and security breaches could expose us to a risk of loss of this information, litigation, and potential liability. We employ cybersecurity measures that are designed to prevent, detect, and respond to cyberattacks, including management-level engagement and corporate governance, formalized risk management, advanced technical controls, incident response planning, frequent vulnerability testing, vendor management, intrusion monitoring, security awareness program, and partnerships with the appropriate government and law enforcement agencies. These procedures cannot, however, assure that we will be fully protected from a cybersecurity incident. Our security measures may be breached due to the actions of organized crime, hackers, terrorists, nation-states, activists and other outside parties, employee error, failure to follow security procedures, malfeasance, or otherwise and, as a result, an unauthorized party may obtain access to our data or our customers’ data. In addition, to access our products and services, our customers use personal computers, smartphones, tablets, and other mobile devices that are beyond our control environment. Additionally, outside parties may attempt to fraudulently induce employees or customers to disclose sensitive information in order to gain access to our data or our customers’ data. Other types of cybersecurity attacks may include computer viruses, malicious or destructive code, denial-of-service attacks, ransomware or ransom demands to not expose security vulnerabilities in the Company’s systems or the systems of third parties. Any such breach or unauthorized access could result in significant legal and financial exposure, damage to our reputation, and a loss of confidence in the security
35


of our products and services that could potentially have an adverse effect on our business. Because the techniques used to obtain unauthorized access, disable or degrade service or sabotage systems change frequently and often are not recognized until launched against a target, we may be unable to anticipate these techniques or to implement adequate preventative measures. If an actual or perceived breach of our security occurs, including those of our third-party vendors, such as hacking or identity theft, the market perception of the effectivenessit could cause serious negative consequences, including significant disruption of our operations, misappropriation of confidential information, or damage to computers or systems, and may result in violations of applicable privacy and other laws, financial loss and loss of confidence in our security measures could be harmed and, as. As a result, we could lose customers, suffer employee productivity losses, incur technology replacement and incident response costs, be subject to additional regulatory scrutiny, couldand be subject us to civil litigation and possible financial liability, any of which may have a material adverse effect on our business, financial condition and results of operations.
OurWe are heavily reliant on technology, and a failure in effectively implementing technology initiatives or anticipating future technology needs or demands could adversely affect our business dependsor financial results.
We depend on continued and unimpeded accesstechnology to the internet by us anddeliver our customers. Internet access providers may be able to block, degrade, or charge for access to our website, which could lead to additional expenses and the loss of customers.
Our products and services dependand to conduct our business and operations. To remain technologically competitive and operationally efficient, we invest in system upgrades, new solutions, and other technology initiatives. Many of these initiatives take a significant amount of time to develop and implement, are tied to critical systems, and require substantial financial, human, and other resources. Although we take steps to mitigate the risks and uncertainties associated with these initiatives, no assurance can be provided that they will be implemented on time, within budget, or without negative financial, operational, or customer impact or that, once implemented, they will perform as we or our customers expect. We also may not succeed in anticipating or keeping pace with future technology needs, the technology demands of customers, or the competitive landscape for technology. If we are not able to anticipate and keep pace with existing and future technology needs, our business, financial results, or reputation could be negatively impacted.
Risks Associated with our Common Stock
The market price of our common stock may be volatile.
Stock price volatility may make it more difficult for our stockholders to resell their common stock when desired. Our common stock price may fluctuate significantly due to a variety of factors that include the following:

actual or expected variations in quarterly results of operations;
recommendations by securities analysts;
operating and stock price performance of comparable companies, as deemed by investors;
news reports relating to trends, concerns, and other issues in the financial services industry;
perceptions in the marketplace about our company or competitors;
new technology used, or services offered, by competitors;
significant acquisitions or business combinations, strategic partnerships, joint ventures, or capital commitments by, or involving, our Company or competitors;
failure to integrate acquisitions or realize expected benefits from acquisitions;
changes in government regulations; and
geopolitical conditions, such as acts or threats of terrorism or military action.
General market fluctuations; industry factors; political conditions; and general economic conditions and events, such as economic slowdowns, recessions, interest rate changes, or credit loss trends, could also cause our common stock price to decrease regardless of operating results.
Provisions in our Certificate of Incorporation, By-laws and Delaware laws might discourage, delay or prevent a change of control of our company or changes in our management and, therefore, depress the trading price of our common stock.
Provisions of our Certification of Incorporation, by-laws and Delaware laws may discourage, delay or prevent a merger, acquisition or other change in control that stockholders may consider favorable, including transactions in which you might otherwise receive a premium for your shares of our common stock. These provisions may also prevent or frustrate attempts by our stockholders to replace or remove our management. These provisions include:
supermajority voting provisions providing that certain sections of our Certificate of Incorporation and our By-laws may not be amended or repealed by our stockholders without the affirmative vote of the holders of at least 75% of the voting power, and requiring the affirmative vote of the holders of at least 75% of the voting power to remove a director or directors and only for cause;
36


our classified Board of Directors, which may tend to discourage a third-party from making a tender offer or otherwise attempting to obtain control of us since the classification of our Board of Directors generally increases the difficulty of replacing a majority of directors;
advance notice provisions requiring stockholders seeking to nominate candidates to be elected as directors at an annual meeting or to bring business before an annual meeting to comply with the written procedure specified in our By-laws;
the inability of stockholders to act by written consent or to call special meetings;
the ability of our customersBoard of Directors to access make, alter or repeal our by-laws;
the internetability of our Board of Directors to designate the terms of and issue new series of preferred stock without stockholder approval;
the additional shares of authorized common stock and preferred stock available for issuance under our website. Currently, this access is providedCertificate of Incorporation, which could be issued at such times, under such circumstances and with such terms and conditions as to impede a change in control.
In addition, we are subject to Section 203 of the Delaware General Corporation Law, which generally prohibits a Delaware corporation from engaging in any of a broad range of business combinations with an interested stockholder for a period of three years following the date on which the stockholder became an interested stockholder, unless such transactions are approved by companiesour Board of Directors. The existence of the foregoing provisions and anti-takeover measures could limit the price that have significant market powerinvestors might be willing to pay in the broadbandfuture for shares of our common stock. They could also deter potential acquirers of our company, thereby reducing the likelihood that you could receive a premium for your common stock in an acquisition.
General Risk Factors
Our acquisitions involve integration and internet access marketplace,other risks.
From time to time we undertake acquisitions of assets, deposits, lines of business and other companies consistent with our operating and growth strategies. Acquisitions generally involve a number of risks and challenges, including incumbent telephone companies, cable companies and mobile communications companies. Some of these providers have theour ability to take measures that could degrade, disrupt, or increaseintegrate the costacquired operations and the associated internal controls and regulatory functions into our current operations, our ability to retain key personnel of customer accessthe acquired operations, our ability to our productslimit the outflow of acquired deposits and services by restricting or prohibiting the use of their infrastructure to access our website or by charging fees to us or our customers to provide access to our website. Such interference could result in a loss of existing customers and/or increased costssuccessfully retain and could impairmanage acquired assets, our ability to attract new customers whichand generate new assets in areas not previously served, and the possible assumption of risks and liabilities related to litigation or regulatory proceedings involving the acquired operations. Additionally, no assurance can be given that the operation of acquisitions would not adversely affect our existing profitability, that we would be able to achieve results in the future similar to those achieved by the acquired operations, that we would be able to compete effectively in the markets served by the acquired operations, or that we would be able to manage any growth resulting from the transaction effectively. We also face the risk that the anticipated benefits of any acquisition may not be realized fully or at all, or within the time period expected.
As a public company, we face the risk of shareholder lawsuits and other related or unrelated litigation, particularly if we experience declines in the price of our common stock.
We are subject to a variety of litigation pertaining to fiduciary and other claims and legal proceedings. Currently, there are certain legal proceedings pending against us in the ordinary course of business. While the outcome of any legal proceeding is inherently uncertain, we believe any liabilities arising from pending legal matters have been adequately accrued for based on the probability of a charge. However, if actual results differ from our expectations, it could have a material adverse effect on the Company's financial condition, results of operations, or cash flows. For a detailed discussion on current legal proceedings, see Item 3 — “Legal Proceedings.”
Our controls and procedures may fail or be circumvented.
We regularly review and update our internal controls, disclosure controls and procedures, compliance monitoring activities and corporate governance policies and procedures. Any system of controls, however well-designed and operated, is based in part on certain assumptions and can provide only reasonable, not absolute, assurances that the objectives of the system are met. Any failure or circumvention of our controls and procedures or failure to comply with regulations related to controls and procedures could have a material adverse effect on our business, financial condition and results of operations.operations, reputation and financial condition. In addition, if we identify material weaknesses or significant deficiencies in our internal control over financial reporting or are required to restate our financial statements, we could be required to implement expensive and time-consuming remedial measures. We could lose investor confidence in the accuracy and completeness of our financial reports and potentially subject us to litigation. Any material weaknesses or significant deficiencies in our internal control over financial reporting or restatement of our financial statements could have a material adverse effect on our business, results of operations, reputation, and financial condition.

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ITEM 1B. UNRESOLVED STAFF COMMENTS
None.

ITEM 2. PROPERTIES
Our principal offices are located at 9205 West Russell Road, STESuite 400, Las Vegas, NV 89148, both our89148. Our Banking and Securities segments conduct business at this location and our telephone number is (858) 649-2218. We have additional office space located at 4350 La Jolla Village Drive, Suite 140, San Diego, California 92122. Our offices in Las Vegas consist of a total of approximately 27,10030,000 square feet under leases that expire December 31, 2023September 30, 2027 and our San Diego facilities consist of a total of approximately 174,000182,000 square feet under leases that expire June 30, 2030.

ITEM 3. LEGAL PROCEEDINGS
We may from time to time become a party to other claims or litigation that arise in the ordinary course of business, such as claims to enforce liens, claims involving the origination and servicing of loans, and other issues related to the business of the Bank. None of such matters are expected to have a material adverse effect on the Company’s financial condition, results of operations or business. For additional information on legal proceedings, refer to Note 18 - “Commitments, Contingencies, and Off-Balance-Sheet Activities.”
Litigation. On October 15, 2015, the Company, its Chief Executive Officer and its Chief Financial Officer were named defendants in a putative class action lawsuit styled Golden v. BofI Holding, Inc., et al, and brought in United States District Court for the Southern District of California (the “Golden Case”). On November 3, 2015, the Company, its Chief Executive Officer and its Chief Financial Officer were named defendants in a second putative class action lawsuit styled Hazan v. BofI Holding, Inc., et


al, and also brought in the United States District Court for the Southern District of California (the “Hazan Case”). On February 1, 2016, the Golden Case and the Hazan Case were consolidated as In re BofI Holding, Inc. Securities Litigation, Case #: 3:15-cv-02324-GPC-KSC (the “Class Action”), and the Houston Municipal Employees Pension System was appointed lead plaintiff. The plaintiffs allege that the Company and other named defendants violated Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, and Rule 10b-5 promulgated thereunder, by failing to disclose wrongful conduct that was alleged in a complaint filed in connection with a wrongful termination of employment lawsuit filed on October 13, 2015 (the “Employment Matter”) and that as a result the Company’s statements regarding its internal controls, as well as portions of its financial statements, were false and misleading. On March 21, 2018, the Court entered a final order dismissing the Class Action with prejudice. Subsequently, the plaintiff filed a notice of appeal and opening brief and the Company has filed its answering brief.
On April 3, 2017, the Company, its Chief Executive Officer and its Chief Financial Officer were named defendants in a putative class action lawsuit styled Mandalevy v. BofI Holding, Inc., et al, and brought in United States District Court for the Southern District of California (the “Mandalevy Case”). The Mandalevy Case seeks monetary damages and other relief on behalf of a putative class that has not been certified by the Court. The complaint in the Mandalevy Case (the “Mandalevy Complaint”) alleges a class period that differs from that alleged in the First Class Action, and that the Company and other named defendants violated Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, and Rule 10b-5 promulgated thereunder, by failing to disclose wrongful conduct that was alleged in a March 2017 media article. The Mandalevy Case has not been consolidated into the First Class Action. On December 7, 2018, the Court entered a final order granting the defendants’ motion and dismissing the Mandalevy Case with prejudice. Subsequently, the plaintiff filed a notice of appeal and opening brief and the Company has filed its answering brief.
The Company and the other named defendants dispute the allegations of wrongdoing advanced by the plaintiffs in the Class Action, the Mandalevy Case, and in the Employment Matter, as well as those plaintiffs’ statement of the underlying factual circumstances, and are vigorously defending each case.
In addition to the First Class Action and the Mandalevy Case, two separate shareholder derivative actions were filed in December, 2015, purportedly on behalf of the Company. The first derivative action, Calcaterra v. Garrabrants, et al, was filed in the United States District Court for the Southern District of California on December 3, 2015. The second derivative action, Dow v. Micheletti, et al, was filed in the San Diego County Superior Court on December 16, 2015. A third derivative action, DeYoung v. Garrabrants, et al, was filed in the United States District Court for the Southern District of California on January 22, 2016, a fourth derivative action, Yong v. Garrabrants, et al, was filed in the United States District Court for the Southern District of California on January 29, 2016, a fifth derivative action, Laborers Pension Trust Fund of Northern Nevada v. Allrich et al, was filed in the United States District Court for the Southern District of California on February 2, 2016, and a sixth derivative action, Garner v. Garrabrants, et al, was filed in the San Diego County Superior Court on August 10, 2017. Each of these six derivative actions names the Company as a nominal defendant, and certain of its officers and directors as defendants. Each complaint sets forth allegations of breaches of fiduciary duties, gross mismanagement, abuse of control, and unjust enrichment against the defendant officers and directors. The plaintiffs in these derivative actions seek damages in unspecified amounts on the Company’s behalf from the officer and director defendants, certain corporate governance actions, and an award of their costs and attorney’s fees.
The United States District Court for the Southern District of California ordered the four above-referenced derivative actions pending before it to be consolidated and appointed lead counsel in the consolidated action. On June 7, 2018, the Court entered an order granting defendant’s motion for judgment on the pleadings, but giving the plaintiffs limited leave to amend by June 28, 2018. The plaintiffs failed to file an amended complaint, and instead plaintiffs filed on June 28, 2018, a motion to stay the case pending resolution of the securities class action and Employment Matter. On August 10, 2018, defendants filed an opposition to plaintiffs’ motion. On September 11, 2018, the plaintiffs filed a second amended complaint. On October 16, 2018, defendants filed a motion to dismiss the second amended complaint. On May 23, 2019, the Court dismissed the second amended complaint with prejudice. On June 20, 2019, the plaintiff filed a notice of appeal to the United States Court of Appeals for the Ninth Circuit.
The two derivative actions pending before the San Diego County Superior Court have been consolidated and have been stayed by agreement of the parties.
In view of the inherent difficulty of predicting the outcome of each legal action, particularly since claimants seek substantial or indeterminate damages, it is not possible to reasonably predict or estimate the eventual loss or range of loss, if any, related to each legal action.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.

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PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Since October 1, 2018, ourOur common stock hasis traded on the New York Stock Exchange under the symbol “AX”. Prior to October 1, 2018, our common stock traded on the NASDAQ Global Select Market under the symbol “BOFI”. There were 61,235,29159,970,728 shares of common stock outstanding held by approximately 34,000 shareholders42,000 holders of record as of August 23, 2019.September 6, 2022. A substantially larger number of holders of our common stock are beneficial holders, whose shares are held of record by brokers and other financial institutions. The transfer agent and registrar of our common stock is Computershare.
DIVIDENDS
TheAs discussed below, on October 30, 2020, we redeemed all 515 outstanding shares of Series A-6% Cumulative Nonparticipating Perpetual Preferred Stock. As such, no holders of record of our Series A preferredany class of stock which was issued in 2003 and 2004, are entitled to receive annual dividends at the rate of six percent (6%) of the stated value per share, which stated value is $10,000 per share. Dividends on the Series A preferred stock accrue and are payable quarterly. Dividends on the preferred stock must be paid prior and in preference to any declaration or payment of any distribution on any outstanding shares of junior stock, including our common stock.
Other than dividends to be paid on our preferred stock, wecurrently. We currently intend to retain any earnings to finance the growth and development of our business.business and common stock repurchases. Our boardBoard of directorsDirectors has never declared or paid any cash dividends on our common stock and does not expect to do so in the foreseeable future. Our ability to pay dividends, should our boardBoard of directorsDirectors elect to do so, depends largely upon the ability of the Bank to declare and pay dividends to us. Future dividends will depend primarily upon our earnings, financial condition and need for funds, as well as government policies and regulations applicable to us and our bank that limit the amount that may be paid as dividends without prior approval.
Preferred Stock. The Company redeemed for cash all 515 outstanding shares of Series A-6% Cumulative Nonparticipating Perpetual Preferred Stock on October 30, 2020, at the face value $10,000 liquidation price per share plus accrued dividends.
The Company declared dividends to holders of its Series A preferred stock totaling $0.1 million and $0.3 million for the years ended June 30, 2021 and 2020, respectively. Dividends declared for the year ended June 30, 2021 were less than prior years as the Series A preferred stock was redeemed before the full year.
ISSUER PURCHASES OF EQUITY SECURITIES
Common Stock Repurchases. On March 17, 2016, the Board of Directors of the Company authorized a program to repurchase up to $100 million of common stock. The new share repurchase authorization replacesstock and extended the previous share repurchase plan approvedprogram by an additional $100 million on July 5, 2005.August 2, 2019. The Company may repurchase shares on the open market or through privately negotiated transactions at times and prices considered appropriate, at the discretion of the Company, and subject to its assessment of alternative uses of capital, stock trading price, general market conditions and regulatory factors. The repurchase program does not obligate the Company to acquire any specific number of shares. The share repurchase program will continue in effect until terminated by the Board of Directors of the Company. Shares of common stock repurchased under this plan will be held as treasury shares. Program life to date asUnder the 2016 authorization, the Company repurchased a total of June 30,$100 million or 3,567,051 common shares at an average price of $28.03 per share. Under the 2019 authorization the Company has repurchased a total of $91.6$47.2 million or 3,242,8432,399,853 common shares at an average price of $28.25$19.68 per share with $8.4and there remains $52.8 million remaining under the current board authorized stock repurchase program.plan. The Company accounts for treasury stock using the cost method as a reduction of shareholders’ equity in the accompanying unaudited condensed consolidated financial statements. On August 2, 2019, the Board of Directors of the Company authorized an additional program to repurchase up to $100 million of AX common stock. This share repurchase authorization is in addition to the existing share repurchase plan and has similar characteristics.Consolidated Financial Statements.
Net Settlement of Restricted Stock Unit Awards. In November 2007 and October 2014,2021, the stockholders of the Company approved an amendment to the 2004 Stock Incentive Planamended and approved therestated 2014 Stock Incentive Plan, respectively, which, among other changes, permitted net settlement of stock issuances related to equity awards for purposes of payment of a grantee’s minimum income tax obligation. During the fiscal year ended June 30, 2019,2022, there were 317,757330,396 restricted stock unit award shares which were retained by the Company and converted to cash at the average rate of $31.20$43.83 per share to fund the grantee’s income tax obligations.

39



The following table sets forth our market repurchases of Axos common stock and the Axos common shares retained in connection with net settlement of restricted stock unit awards during the fourth fiscal quarter ended June 30, 2022.
PeriodNumber of Shares PurchasedAverage Price Paid Per SharesTotal Number of Shares Purchased as Part of Publicly Announced Plans or ProgramsApproximate
Dollar Value of
Shares that May
Yet be Purchased
Under the Plans
or Programs
Stock Repurchases1(dollars in thousands)
Quarter Ended June 30, 2022
April 1, 2022 to April 30, 2022— $— — $— 
May 1, 2022 to May 31, 2022— — — — 
June 1, 2022 to June 30, 2022— — — — 
For the Three Months Ended June 30, 2022— $— — $52,764 
Stock Retained in Net Settlement2
April 1, 2022 to April 30, 2022381 
May 1, 2022 to May 31, 2022522 
June 1, 2022 to June 30, 2022126,255 
For the Three Months Ended June 30, 2022127,158 
1 On August 2, 2019,, the Board of Directors of the Company authorized a program to repurchase up to $100 million of common stock. The share repurchase program will continue in effect until terminated by the Board of Directors of the Company. Purchases were made in open-market transactions.
2 In October 2021, the stockholders of the Company approved the amended and restated 2014 Stock Incentive Plan, which, among other changes permitted net settlement of stock issuances related to equity awards for purposes of payment of a grantee’s minimum income tax obligation. Stock Retained in Net Settlement was purchased at the vesting price of the associated restricted stock unit.
PeriodNumber of Shares Purchased Average Price Paid Per Shares Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs 
Approximate
Dollar Value of
Shares that May
Yet be Purchased
Under the Plans
or Programs
Stock Repurchases (dollars in thousands)
       
Quarter Ended June 30, 2019       
April 1, 2019 to April 30, 2019
 $
 
 $
May 1, 2019 to May 31, 2019149,039
 $28.30
 
 $
June 1, 2019 to June 30, 2019155,785
 $27.74
 304,824
 $8,380
For the Three Months Ended June 30, 2019304,824
 $28.02
 304,824
 $8,380
Stock Retained in Net Settlement       
April 1, 2019 to April 30, 20192,040
      
May 1, 2019 to May 31, 2019160
      
June 1, 2019 to June 30, 2019160,158
      
For the Three Months Ended June 30, 2019162,358
      
EQUITY COMPENSATION PLAN INFORMATION
The following table provides information regarding the aggregate number of securities to be issued under all of our stock option and equity based compensation plans upon exercise of outstanding options, warrants and other rights and their weighted-average exercise prices as of June 30, 2019.2022. There were no securities issued under equity compensation plans not approved by security holders.
Plan Category
(a)

Number of securities to be issued upon exercise of outstanding options, warrants and rights
(b)

Weighted-average exercise price of outstanding options and units granted
(c)

Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
Equity compensation plans approved by security holders
$
1,705,6311,883,720 
Equity compensation plans not approved by security holdersN/A
N/AN/A
N/A
Total
$
1,705,6311,883,720 

40



COMPANY STOCK PERFORMANCE
The following graph compares the total return of our common stock over the last five fiscal years, starting June 30, 2017 through June 30, 2022, with that of (i) the companies included in the total return for the U.S. NYSE Index, and (ii) the banks included in the total return for the ABA NASDAQ Community Bank Index (“ABAQ”).
ax-20220630_g1.jpg
The graph assumes $100 was invested in AX common stock, in U.S. NYSE Composite Total Return Index (ticker: NYATR) and in ABAQ Total Return Index (ticker: XABQ) on June 30, 2017. The indexes assume reinvestment of dividends.
Cumulative Return as of June 30,
201720182019202020212022
Axos$100.00 $172.47 $114.88 $93.09 $195.57 $151.14 
NYSE100.00 108.94 116.64 109.06 155.13 138.86 
XABQ100.00 111.02 100.28 76.29 121.62 114.23 
ITEM 6. SELECTED FINANCIAL DATA

The following selected consolidated financial information should be read in conjunction with “Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the audited consolidated financial statements and footnotes included elsewhere in this Form 10-K.[Reserved]
41
 At or for the Fiscal Years Ended June 30,
(Dollars in thousands, except per share amounts)2019 2018 2017 2016 2015
Selected Balance Sheet Data:         
Total assets$11,220,238
 $9,539,504
 $8,501,680
 $7,599,304
 $5,823,719
Loans, net of allowance for loan losses9,382,124
 8,432,289
 7,374,493
 6,354,679
 4,928,618
Loans held for sale, at fair value33,260
 35,077
 18,738
 20,871
 25,430
Loans held for sale, at cost4,800
 2,686
 6,669
 33,530
 77,891
Allowance for loan losses57,085
 49,151
 40,832
 35,826
 28,327
Securities—trading
 
 8,327
 7,584
 7,832
Securities—available for sale227,513
 180,305
 264,470
 265,447
 163,361
Securities—held to maturity
 
 
 199,174
 225,555
Securities borrowed144,706
 N/A
 N/A
 N/A
 N/A
Customer, broker-dealer and clearing receivables203,192
 N/A
 N/A
 N/A
 N/A
Total deposits8,983,173
 7,985,350
 6,899,507
 6,044,051
 4,451,917
Securities sold under agreements to repurchase
 
 20,000
 35,000
 35,000
Advances from the FHLB458,500
 457,000
 640,000
 727,000
 753,000
Borrowings, subordinated debentures and other borrowings168,929
 54,552
 54,463
 56,016
 5,155
Securities loaned198,356
 N/A
 N/A
 N/A
 N/A
Customer, broker-dealer and clearing payables238,604
 N/A
 N/A
 N/A
 N/A
Total stockholders’ equity1,073,050
 960,513
 834,247
 683,590
 533,526
Selected Income Statement Data:         
Interest and dividend income$564,887
 $475,074
 $387,286
 $317,707
 $244,364
Interest expense156,282
 106,580
 74,059
 56,696
 45,419
Net interest income408,605
 368,494
 313,227
 261,011
 198,945
Provision for loan and lease losses27,350
 25,800
 11,061
 9,700
 11,200
Net interest income after provision for loan losses381,255
 342,694
 302,166
 251,311
 187,745
Non-interest income82,757
 70,941
 68,132
 66,340
 30,590
Non-interest expense251,206
 173,936
 137,605
 112,756
 77,478
Income before income tax expense212,806
 239,699
 232,693
 204,895
 140,857
Income tax expense57,675
 87,288
 97,953
 85,604
 58,175
Net income$155,131
 $152,411
 $134,740
 $119,291
 $82,682
Net income attributable to common stock$154,822
 $152,102
 $134,431
 $118,982
 $82,373
Per Common Share Data:         
Net income:         
Basic$2.50
 $2.41
 $2.11
 $1.87
 $1.35
Diluted$2.48
 $2.37
 $2.10
 $1.87
 $1.34
Adjusted earnings per common share (Non-GAAP)$2.75
 $2.39
 N/A
 N/A
 N/A
Book value per common share$17.47
 $15.24
 $13.05
 $10.73
 $8.51
Tangible book value per common share (Non-GAAP)$15.10
 $13.99
 $12.94
 $10.67
 $8.48
Weighted average number of common shares outstanding:         
Basic1
61,898,447
 63,136,232
 63,656,542
 63,597,259
 61,177,908
Diluted1
62,382,065
 64,147,220
 63,915,100
 63,672,280
 61,404,364
Common shares outstanding at end of period1
61,128,817
 62,688,064
 63,536,244
 63,219,392
 62,075,004



 At or for the Fiscal Years Ended June 30,
(Dollars in thousands, except per share amounts)2019 2018 2017 2016 2015
Performance Ratios and Other Data:         
Loan and lease originations for investment$6,934,259
 $5,922,801
 $4,182,701
 $3,633,911
 $3,271,911
Loan originations for sale$1,471,906
 $1,564,165
 $1,375,443
 $1,363,025
 $1,048,982
Loan and lease purchases$11,009
 $
 $276,917
 $140,493
 $2,452
Return on average assets1.51% 1.68% 1.68% 1.75 % 1.61%
Return on average common stockholders’ equity15.40% 17.05% 17.78% 19.43 % 18.34%
Interest rate spread2
3.66% 3.79% 3.74% 3.70 % 3.79%
Net interest margin3
4.07% 4.11% 3.95% 3.91 % 3.92%
Net interest margin - Banking segment only3
4.14% 4.14% N/A
 N/A
 N/A
Efficiency ratio4
51.12% 39.58% 36.08% 34.44 % 33.75%
Efficiency ratio - Banking segment only4
40.51% 34.55% N/A
 N/A
 N/A
Capital Ratios:         
Equity to assets at end of period9.56% 10.07% 9.81% 8.99 % 9.16%
Axos Financial, Inc:         
Tier 1 leverage (core) capital to adjusted average assets8.75% 9.45% 9.95% 9.12 % 9.59%
Common equity tier 1 capital (to risk-weighted assets)11.43% 13.27% 14.66% 14.42 % 14.98%
Tier 1 capital (to risk-weighted assets)11.49% 13.34% 14.75% 14.53 % 15.12%
Total capital (to risk-weighted assets)12.91% 14.84% 16.38% 16.36 % 15.91%
Axos Bank:         
Tier 1 leverage (core) capital to adjusted average assets9.21% 8.88% 9.60% 8.78 % 9.25%
Common equity tier 1 capital (to risk-weighted assets)12.14% 12.53% 14.25% 14.00 % 14.58%
Tier 1 capital (to risk-weighted assets)12.14% 12.53% 14.25% 14.00 % 14.58%
Total capital (to risk-weighted assets)12.89% 13.27% 14.97% 14.75 % 15.38%
Axos Clearing:         
Net capital$21,669
 N/A
 N/A
 N/A
 N/A
Excess capital$17,858
 N/A
 N/A
 N/A
 N/A
Net capital as percentage of aggregate debit item11.37% N/A
 N/A
 N/A
 N/A
Net capital in excess of 5% aggregate debit item$12,142
 N/A
 N/A
 N/A
 N/A
Asset Quality Ratios:         
Net annualized charge-offs (recoveries) to average loans outstanding5
0.19% 0.19% 0.06% (0.01)% 0.03%
Non-performing loans and leases to total loans and leases0.51% 0.37% 0.38% 0.50 % 0.62%
Non-performing assets to total assets0.50% 0.43% 0.35% 0.42 % 0.55%
Allowance for loan and lease losses to total loans and leases held for investment at end of period0.60% 0.58% 0.55% 0.56 % 0.57%
Allowance for loan and lease losses to non-performing loans and leases117.84% 157.40% 143.81% 112.45 % 91.88%
1 Common stock and per share amounts have been retroactively restated for the fiscal years ended June 30, 2015 presented to reflect the four-for-one split of the Company’s common stock effected in the form of a stock dividend that was distributed on November 17, 2015.
2 Interest rate spread represents the difference between the weighted average yield on interest-earning assets and the weighted average rate paid on interest-bearing liabilities.
3 Net interest margin represents net interest income as a percentage of average interest-earning assets.
4 Efficiency ratio represents non-interest expense as a percentage of the aggregate of net interest income and non-interest income.
5 Net charge-offs do not include any amounts transferred to loans held for sale.


ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis contains forward-looking statements that are based upon current expectations. Forward-looking statements involve risks and uncertainties. Our actual results and the timing of events could differ materially from those expressed or implied in our forward-looking statements due to various important factors, including those set forth under “Risk Factors” in Item 1A. and elsewhere in this Annual Report on Form 10-K. The following discussion and analysis should be read together with the “SelectedConsolidated Financial Data” and consolidated financial statements,Statements, including the related notes included elsewhere in this Annual Report on Form 10-K.
OVERVIEW
The condensed consolidated financial statements include the accounts of Axos Financial, Inc. (“Axos”) and its wholly owned subsidiaries, Axos Bank (the “Bank”) and Axos Nevada Holding, LLC (“Axos Nevada Holding” and), collectively, the “Company”).“Company.” Axos Nevada Holding wholly owns it’s subsidiarythe companies constituting the Securities Business segment, including; Axos Securities, LLC, which indirectly wholly owns subsidiaries Axos Clearing LLC (“Axos Clearing”), a clearing broker dealer,broker-dealer, Axos Invest, Inc. (doing business as “WiseBanyan”), a registered investment advisor, and WiseBanyan SecuritiesAxos Invest LLC, an introducing broker dealer.broker-dealer. With approximately $10.6$17.4 billion in assets, Axos Bank provides consumer and business banking products through its low-cost distribution channels and affinity partners. Axos Clearing LLC and WiseBanyan,Axos Invest LLC, provide comprehensive securities clearing services to introducing broker-dealers and registered investment advisor correspondents and digital investment advisory services to retail investors, respectively. Axos Financial, Inc.’s common stock is listed on the NYSE under the symbol “AX” and is a component of the Russell 2000® Index and the S&P SmallCap 600® Index. For more information on Axos Bank, please visit axosbank.com.
Net income for the fiscal year ended June 30, 20192022 was $155.1$240.7 million compared to $152.4$215.7 million and $134.7$183.4 million for the fiscal years ended June 30, 20182021 and 2017,2020, respectively. Net income attributable to common stockholders for the fiscal year ended June 30, 20192022 was $154.8$240.7 million, or $2.48$3.97 per diluted share compared to $152.1$215.5 million, or $2.37$3.56 per diluted share and $134.4$183.1 million, or$2.10 $2.98 per diluted share for the years ended June 30, 20182021 and 2017,2020, respectively. Growth in our interest earning assets, particularly the loan and lease portfolio, reduced cost of interest-bearing liabilities and a reduced income tax rategrowth in non-interest bearing deposits were the primary reasons for the increase in our net income from fiscal 20172021 to fiscal 2019. 2022.
Net interest income increased $40.1$68.4 million for the year ended June 30, 20192022 compared to the year ended June 30, 2018.
2021. Net interest income for the year ended June 30, 20192022 was $408.6$607.2 million compared to $368.5$538.7 million and $313.2$477.6 million for the years ended June 30, 20182021 and 2017,2020, respectively. The growth of net interest income from fiscal year 20172020 through 20192022 is primarily due to an increase in average earning assets mainly due to net loan and lease portfolio growth, reduced rates on interest-bearing deposits and deposit growth.an increase in non-interest bearing demand deposits.
Provision for loan and leasecredit losses for the year ended June 30, 20192022 was $27.4$18.5 million, compared to $25.8$23.8 million and $11.1$42.2 million for the years ended June 30, 20182021 and 2017,2020, respectively. The increasedecrease of $1.6$5.3 million for fiscal year 2019 is2022 was due to favorable changes in economic and business conditions resulting from reduced levels of disruptions from the result ofCOVID-19 pandemic partially offset by loan growth and changes in loan and lease mix in the portfolio.mix. The increasedecrease of $14.7$18.5 million for fiscal year 20182021 is the result of an increase inprovisions associated with non-recurring Refund Advance loan fundings from $0.3 billion to $1.1 billion from 2017 to 2018, respectively, combined with growth and changesloans in the loan and lease mix of the portfolio.fiscal year 2020.
Non-interest income for the fiscal year ended June 30, 2022, was $82.8$113.4 million compared to non-interest income of $70.9$105.3 millionand$68.1 $103.0 million for the fiscal years ended June 30, 2019, 20182021 and 2017.2020. The increase from fiscal year 20182021 to fiscal year 20192022 was primarily due to a $29.2 million increase in Advisory fee income from custody and mutual fund fees earned by the result of an increase of $11.7 million in broker-dealer feesnewly acquired AAS division and a $6.1 million increase in banking and service fees due to increased fees from our trustee and fiduciary services, increased levels of prepayment penalty fee income of $2.0 million, partially offset by a $23.1 million decrease in mortgage banking income decrease of $8.5 million. The increase from 2017 to 2018 was primarily due to increased banking and service fees due to increased fees from our trustee and fiduciary services, increase in gain on sale-other primarily from sales of structured settlements, decreased unrealized loss on securities partially offset by a $3.4 million decrease in realized gain from sale of securities, decreased levels of prepayment penaltybroker-dealer fee income, and decreased mortgage banking income.
Non-interest expense for the fiscal year ended June 30, 20192022 was $251.2$362.1 million compared to $173.9$314.5 million and $137.6$275.8 million for the years ended June 30, 20182021 and 2017,2020, respectively. The $47.6 million increase was primarilygenerally due to the addition of AAS and the expansion of Bank operations specifically in areas related to lending and deposits, an $11.0 million charge due largely to a one-time resolution of a contractual claim, an increase of $26.5$14.8 million in staffing for lending, information technology infrastructure development, clearing services, trusteesalaries and fiduciary services and regulatory compliance,related costs, an increase in depreciation and amortization of $7.9$9.4 million an increase in data processing, and internet of $6.8 million, and an increase of $4.0 million in other general and administrative costs of $20.2 million.broker-dealer charges. Our staffing at June 30, 2022 rose to 1007 full-time equivalents1,335 full time employees compared to 8011,165 and 6811,099 at June 30, 2019, 20182021 and 2017,2020, respectively.
Total assets were $11,220.2 million$17.4 billion at June 30, 20192022 compared to $9,539.5 million$14.3 billion at June 30, 2018.2021. Assets grew $1,680.7 million$3.1 billion or 17.6%22.0% during the last fiscal year, primarily due to loan originations, primarily from commercial real estate and C&I lending and by an increase in the loan originations C&I and income property lending and the acquisition of Axos Clearing LLC. The loan growth was funded primarily with growthtotal cash provided by an increase in deposits.

42


Our future performance will depend on many factors: changes in interest rates, competition for deposits and quality loans, the credit performance of our assets, regulatory actions, strategic transactions, and our ability to improve operating efficiencies. See “Item 1A. Risk Factors.”
MERGERS AND ACQUISITIONS
From time to time we undertake acquisitions or similar transactions consistent with our Company’s operating and growth strategies. We completed two businessOn August 2, 2021, we acquired certain assets and liabilities of E*TRADE Advisor Services as described below. There were no other acquisitions or similar transactions undertaken during fiscal years 2021 and two asset acquisitions during the fiscal year ended June 30, 2019 and one business acquisition during the fiscal year ended June 30, 2018.2020.
MWABank depositE*TRADE Advisor Services acquisition. On March 15, 2019, the Bank closed the deposit assumption agreement with MWA Bank and acquired approximately $173 million of deposits, including approximately $151 million of checking, savings and money market accounts and $22 million million of time deposits, from MWABank. Axos did not acquire any assets, employees or branches in this transaction. The Bank received cash equal to the book value of the deposit liabilities.
WiseBanyan. On February 26, 2019 the Company’s subsidiary, Axos Securities, LLC, had completed the acquisition of WiseBanyan Holding, Inc. and its subsidiaries (collectively “WiseBanyan”). Headquartered in Las Vegas, Nevada, WiseBanyan is a provider of personal financial and investment management services through a proprietary technology platform. WiseBanyan currently serves approximately 24,000 clients with approximately $150 million of assets under management. The Company paid $3.2 million in cash to acquire the assets of WiseBanyan and recorded $2.7 million in intangible assets.The Company purchased the whole WiseBanyan business and has the entire voting interest. Goodwill is not expected to be deducted for tax purposes
COR Securities Holdings. On January 28, 2019 (“Acquisition Date”),August 2, 2021 Axos Clearing, LLC, acquired certain assets and Axos Clarity MergeCo., Inc. completed the acquisitionliabilities of COR Securities Holdings Inc.(“COR Securities”E*TRADE Advisor Services (“EAS”), the parent companyregistered investment advisor custody business of COR Clearing LLCMorgan Stanley. This business was rebranded as Axos Advisors Services (“COR Clearing”AAS”), pursuant. AAS adds incremental fee income, a turnkey technology platform used by independent registered investment advisors for trading and custody services, and low-cost deposits that can be used to the termsgenerate fee income from other bank partners or to fund loan growth at Axos Bank. The purchase price of the Agreement and Plan$54.8 million consisted entirely of Merger, dated as of September 28, 2018 (the “Merger Agreement”).
Headquartered in Omaha, Nebraska, COR Clearing is a full-service correspondent clearing firm for independent broker-dealers. Established as a part of Mutual of Omaha Insurance Company and spun off as Legent Clearing in 2002, COR Clearing provides clearing, settlement, custody, and securities and margin lending to more than sixty introducing broker-dealers and 90,000 customers. The total cash consideration of approximately $80.9 million was funded with existing capital. The Company issued subordinated notes totaling $7.5 million to the principal stockholders of COR Securities in an equal principal amount, with a maturity of 15 months, to serve as the sole source of payment of indemnification obligations of the principal stakeholders of COR Securities under the Merger Agreement.paid upon acquisition and working capital adjustments.
The acquisition of COR Securities is being accounted for as a business combination usingunder the acquisition method of accountingaccounting. Accordingly, tangible and accordingly,intangible assets acquired (and liabilities assumed, and consideration paidassumed) are recorded at their estimated fair values on the Acquisition Date. The Company recorded goodwill for a provisional amount of $34.9 million and an additional $20.1 million in intangible assets as of the Acquisition Date. The estimated fair values of the acquired assets and assumed liabilities are subject to refinement as additional information relative to closing date fair values becomes available. Any subsequent measurement period adjustments to the fair values of acquired assets and liabilities assumed, identifiable intangible assets, or other purchase accounting adjustments will result in adjustments to goodwill no later than within the first 12 months following the closing date of acquisition. Included in the professional services line of the statement of income the Company recognized $0.4 million in transaction costs.
The acquisition will enable the Company to expand its banking business to a new customer base through independent broker-dealers and consumer account relationships, scale entry into wealth management securities custody through technology-driven platforms, and increase and diversify fee revenue, all of which will improve key operating metrics. The goodwill recognized results from the expected synergies and potential earnings from this combination.
Nationwide Bank deposit acquisition. On November 16, 2018, the Bank completed the acquisition of substantially all of Nationwide Bank’s (“Nationwide”) deposits at the time of closing, adding $2.4 billion in deposits, including $661.4 million in checking, savings and money market accounts and $1.7 billion in time deposit accounts. The Bank received cash for the deposit balances transferred less a premium of $13.5 million, recorded in intangibles, commensurate with the fair market value of the deposits purchased.


Bankruptcy trustee and fiduciary services business of Epiq Systems, Inc. On April 4, 2018, the Company completed the acquisition of the bankruptcy trustee and fiduciary services business of Epiq Systems, Inc. (“Epiq”). The assets acquired by the Company include comprehensive software solutions, trustee customer relationships, trade name, accounts receivable and fixed assets. The business provides specialized software and consulting services to Chapter 7 bankruptcy and non-Chapter 7 trustees and fiduciaries in all fifty states. This business is expected to generate fee income from bank partners and bankruptcy cases, as well as opportunities to source low cost deposits. No deposits were acquired as part of the transaction.
Under the terms of the purchase agreement, the aggregate purchase price included the payment of $70.0 million in cash. The Company acquired assets with approximate fair values of $32.7 million of intangible assets, including customer relationships, developed technologies, a covenant not to compete and the trade name, and $1.6 million of accounts receivable and fixed assets, resulting in $35.7 million of goodwill. Transaction-related expenses were de minimis.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
The following discussion and analysis of our financial condition and results of operations is based upon our consolidated financial statements and the notes thereto, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these consolidated financial statements requires us to make a number of estimates and assumptions that affect the reported amounts and disclosures in the consolidated financial statements. On an ongoing basis, we evaluate our estimates and assumptions based upon historical experience and various factors and circumstances. We believe that our estimates and assumptions are reasonable under the circumstances. However, actual results may differ significantly from these estimates and assumptions that could have a material effect on the carrying value of assets and liabilities at the balance sheet dates and our results of operations for the reporting periods.
Critical accounting policies and estimates are those that we consider most important to the portrayal of our financial condition and results of operations because they require our most difficult judgments, often as a result of the need to make estimates that are inherently uncertain. We have identified critical accounting policies and estimates below. In addition, these critical accounting policies and estimates are included in Note 1 - “Summary of Significant Accounting Policies”.
Securities. We classify securitiesThere were no changes in the processes or methods of determining estimates affecting Securities in the year end June 30, 2022 as either trading, available-for-sale or held-to-maturity. Trading securities arecompared to the year ended June 30, 2021.
For further information on Securities, refer to Note 1 - “Summary of Significant Accounting Policies” and Note 4 - “Securities”.
Allowance for Credit Losses. The Company maintains an allowance for credit loss for the Company’s held-for-investment loan portfolio, excluding those securities for which we have elected fair value accounting. Trading securities are recordedloans measured at fair value in accordance with changes in fair value recorded in earnings each period. Securities available-for-sale are reported at estimated fair value, with unrealized gains andapplicable accounting standards. The allowance for credit losses net of the related tax effects, excluded from operations and reported as a separate component of accumulated other comprehensive income or loss. The fair values of securities traded in active markets are obtained from market quotes. If quoted prices in active markets are not available, we determine the fair values by utilizing industry-standard tools to calculate the net present valuereflects management’s evaluation of the expected cash flows availablelife-time credit losses related to the securities. For securities other than non-agency RMBS, we use observable market participant inputsamortized cost basis of loans and categorize these securities as Level IInet investment in determining fair value. For non-agency RMBS securities, we use a level III fair value model approach. To determineleases on the performancebalance sheet.
The assessment of the adequacy of our allowance for credit losses is based upon quantitative and qualitative factors, including levels and trends of past due and nonaccrual accounts, loss history and changes in the volume and mix of loans and collateral values. Charge-offs against the allowance for credit losses are taken on loans and leases where management determines the collection of principal is unlikely. Recoveries made on loans that have been charged off are credited to the allowance for credit losses.
The calculation of the allowance for credit losses is a critical accounting estimate. The Company’s process entails segregating the portfolio according to products with similar risk characteristics; applying a quantitative model which leverages both a probability of default (“PD”) and a loss given default (“LGD”) applied to historic and third-party economic data, and then overlaying these results with a qualitative assessment focused on limitations of the model and the underlying mortgage loandata.
Variables considered in the quantitative assessment include unemployment and interest rate risk which impact the default rate of the risk pools we consider where appropriate borrower prepayments, defaults, and loss severitiesthe underlying collateral. The quantitative results are influenced by the weighting of third-party macroeconomic scenarios across the benign to adverse spectrum for each segment with the baseline economic scenario representing the consensus most likely in the third party forecast. The weighting of scenarios is subject to periodic review and may be adjusted based on a numberthe Company’s view of macroeconomic factors, including housing price changes, unemployment rates, interest rates and borrower attributes such as credit score and loan documentation at the timecurrent economic conditions. Adjustment of origination. We input for each security our projections of monthly default rates, loss severity rates and voluntary prepayment rates for the underlying mortgages for the remaining life of the security to determine the expected cash flows. The projections of default rates are derived by the Companyscenario weighting away from the historic default rate observed inbaseline scenario to more severe scenarios would increase the poolallowance for credit losses on the Company’s held-for-investment loan portfolio. Economic conditions that impacted management’s assessment of loans collateralizingscenario weightings and the security, increased by (or decreased by) the forecasted increase or decrease in the national unemployment rate as well as the forecasted increase or decrease in the national home price appreciation (HPA) index. The projections of loss severity rates are derived by the Company from the historic loss severity rate observed in the pool of loans, increased by (or decreased by) the forecasted decrease or increase in the HPA index. To determine the discount rates used to compute the present value of the expected cash flows for these non-agency RMBS securities, we separate the securities by the borrower characteristics in the
43


underlying pool. For example, non-agency RMBS “Prime” securities generally have borrowers with higher FICO scores and better documentation of income. “Alt-A” securities generally have borrowers with lower FICO and less documentation of income. “Pay-option ARMs” are Alt-A securities with borrowers that tend to pay the least amount of principal (or increase their loan balance through negative amortization). Separate discount rates are calculated for Prime, Alt-A and Pay-option ARM non-agency RMBS securities using market-participant assumptions for risk, capital and return on equity.
At each reporting date, we monitor our available-for-sale and held-to-maturity securities for other-than-temporary impairment. The Company measures its debt securities in an unrealized loss positioneconomic forecasts at the end of the reporting period for other-than-temporary impairment by comparing the present value of the cash flows currently expected to be collected from the security with its amortized cost basis. If the calculated present value is lower than the amortized cost, the difference is the credit component of an other-than-temporary impairment of its debt securities. The excess of the present value over the fair value of the security (if any) is the noncredit component of the impairment, only if the Company does not intend to sell the securityfiscal year 2022 included rising interest rates, increased inflation, continued supply chain constraints and will not be required to sell the security before recovery of its amortized cost basis. The credit component of the other-than-temporary-impairment is recorded as a loss in earnings and the noncredit component is recorded as a charge to other comprehensive income, net of the related income tax benefit.increased geopolitical unrest.
For non-agency RMBS we determine the cash flow expected to be collected and calculate the present value for purposes of testing for other-than-temporary impairment, by utilizing the same industry-standard tool and the same cash flows as those calculated for fair values (discussed above). We compute cash flows based upon the underlying mortgage loan pools and our estimates of prepayments, defaults, and loss severities. We input our projections for the underlying mortgages for the remaining life of the security to determine the expected cash flows. The discount rates used to compute the present value of the expected cash flows for purposes of testing for the credit component of the other-than-temporary impairment are different from those used to calculate fair value and are either the implicit rate calculated in each of our securities at acquisition or the last accounting yield (ASC Topic 325-40-35). We calculate the implicit rate at acquisition basedfurther information on the contractual terms of the security, considering scheduled payments (and minimum payments in the case of pay-option ARMs) without prepayment assumptions. We use this discount rate in the industry-standard model to calculate the present value of the cash flows for purposes of measuring the credit component of an other-than-temporary impairment of our debt securities.
Allowance for Loan and LeaseCredit Losses,. The allowance for loan and lease losses is maintained at a level estimated refer to provide for probable incurred losses in the loan and lease portfolio. Management determines the adequacyNote 1 - “Summary of the allowance based


on reviews of individual loans and leases and pools of loans, recent loss experience, current economic conditions, the risk characteristics of the various categories of loans and other pertinent factors. This evaluation is inherently subjective and requires estimates that are susceptible to significant revision as more information becomes available. The allowance is increased by the provision for loan and lease losses, which is reduced by charge-offs and recoveries of loans previously charged-off. Allocations of the allowance may be made for specific loans but the entire allowance is available for any loan that, in management’s judgment, may be uncollectible or impaired.
The allowance for loan and lease losses includes general reserves and may include specific reserves. Specific reserves may be provided for impaired loans. All other impaired loans are written down through charge-offs to their realizable value and no specific or general reserve is provided. A loan is measured for impairment generally two different ways. If the loan is primarily dependent upon the borrower’s ability to make payments, then impairment is calculated by comparing the present value of the expected future payments discounted at the effective loan rate to the carrying value of the loan. If the loan is collateral dependent, the net proceeds from the sale of the collateral is compared to the carrying value of the loan. If the calculated amount is less than the carrying value of the loan, the loan has impairment.
A general reserve is included in the allowance for loan and lease losses and is determined by adding the results of a quantitative and a qualitative analysis to all other loans not measured for impairment at the reporting date. The quantitative analysis determines the Bank’s actual annual historic charge-off rates and applies the average historic rates to the outstanding loan balances in each loan class. The qualitative analysis considers one or more of the following factors: changes in lending policies and procedures, changes in economic conditions, changes in the content of the portfolio, changes in lending management, changes in the volume of delinquency rates, changes to the scope of the loan review system, changes in the underlying collateral of the loans, changes in credit concentrations and any changes in the requirements to the credit loss calculations. A loss rate is estimated and applied to those loans affected by the qualitative factors. The following portfolio segments have been identified: single family secured mortgage, home equity secured mortgage, single family warehouse and other, multifamily secured mortgage, commercial real estate mortgage, recreational vehicles and auto secured, factoring, C&I and other.
Business Combinations. Mergers and acquisitions are accounted for in accordance with ASC 805 “Business Combinations” using the acquisition method of accounting. Assets and liabilities acquired and assumed are generally recorded at their fair values as of the date of the transaction. The excess of purchase price over the fair value of assets acquired and liabilities assumed is recorded as goodwill. Significant estimates and judgments are involved in the fair valuation and purchase price allocation process.Accounting Policies”.
Goodwill and Other Intangible Assets. Goodwill represents the excess of the cost of an acquisition over theEstimates used to calculate fair value of a reporting unit change from year to year based on operating results, market conditions and other factors. Application of the net assets acquired. Othergoodwill impairment tests requires significant judgments, including estimation of future cash flows. As such, changes in assumptions underlying the valuation of goodwill and other intangible assets represent purchasedare part of the ordinary course of accounting for goodwill and other intangible assets.
For further information on Goodwill and Other Intangible Assets, refer to Note 1 - “Summary of Significant Accounting Policies”.
44


FINANCIAL HIGHLIGHTS
The following selected consolidated financial information should be read in conjunction with “Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the audited consolidated financial statements and footnotes included elsewhere in this Annual Report on Form 10-K.
At or for the Fiscal Years Ended June 30,
(Dollars in thousands, except per share amounts)202220212020
Selected Balance Sheet Data:
Total assets$17,401,165 $14,265,565 $13,851,900 
Loans, net of allowance for credit losses14,091,061 11,414,814 10,631,349 
Loans held for sale, carried at fair value4,973 29,768 51,995 
Loans held for sale, lower of cost or fair value10,938 12,294 44,565 
Allowance for credit losses148,617 132,958 75,807 
Securities—trading1,758 1,983 105 
Securities—available for sale262,518 187,335 187,627 
Securities borrowed338,980 619,088 222,368 
Customer, broker-dealer and clearing receivables417,417 369,815 220,266 
Total deposits13,946,422 10,815,797 11,336,694 
Advances from the FHLB117,500 353,500 242,500 
Borrowings, subordinated debentures and other borrowings445,244 221,358 235,789 
Securities loaned474,400 728,988 255,945 
Customer, broker-dealer and clearing payables511,654 535,425 347,614 
Total stockholders’ equity1,642,973 1,400,936 1,230,846 
Selected Income Statement Data:
Interest and dividend income$659,728 $617,863 $622,839 
Interest expense52,570 79,121 145,228 
Net interest income607,158 538,742 477,611 
Provision for credit losses18,500 23,750 42,200 
Net interest income after provision for credit losses588,658 514,992 435,411 
Non-interest income113,363 105,261 102,987 
Non-interest expense362,062 314,510 275,766 
Income before income tax expense339,959 305,743 262,632 
Income tax expense99,243 90,036 79,194 
Net income$240,716 $215,707 $183,438 
Net income attributable to common stock$240,716 $215,518 $183,129 
Per Common Share Data:
Net income:
Basic$4.04 $3.64 $3.01 
Diluted$3.97 $3.56 $2.98 
Adjusted earnings per common share (Non-GAAP1)
$4.23 $3.68 $3.10 
Book value per common share$27.48 $23.62 $20.56 
Tangible book value per common share (Non-GAAP1)
$24.45 $21.36 $18.28 
Weighted average number of common shares outstanding:
Basic59,523,626 59,229,495 60,794,555 
Diluted60,610,954 60,519,611 61,437,635 
Common shares outstanding at end of period59,777,949 59,317,944 59,612,635 
45


At or for the Fiscal Years Ended June 30,
(Dollars in thousands, except per share amounts)202220212020
Performance Ratios and Other Data:
Loan originations for investment$10,366,796 $6,471,864 $6,797,971 
Loan originations for sale$656,487 $1,608,700 $1,601,579 
Loan purchases$31,667 $3,619 $— 
Return on average assets1.57 %1.52 %1.53 %
Return on average common stockholders’ equity15.61 %16.51 %15.65 %
Interest rate spread2
3.91 %3.70 %3.65 %
Net interest margin3
4.13 %3.92 %4.12 %
Net interest margin - Banking segment only3
4.36 %4.11 %4.19 %
Efficiency ratio4
50.25 %48.84 %47.50 %
Efficiency ratio - Banking segment only4
41.61 %41.95 %39.81 %
Capital Ratios:
Equity to assets at end of period9.44 %9.82 %8.89 %
Axos Financial, Inc.:
Tier 1 leverage (core) capital to adjusted average assets9.25 %8.82 %8.97 %
Common equity tier 1 capital (to risk-weighted assets)9.86 %11.36 %11.22 %
Tier 1 capital (to risk-weighted assets)9.86 %11.36 %11.27 %
Total capital (to risk-weighted assets)12.73 %13.78 %12.64 %
Axos Bank:
Tier 1 leverage (core) capital to adjusted average assets10.65 %9.45 %9.25 %
Common equity tier 1 capital (to risk-weighted assets)11.24 %12.28 %11.79 %
Tier 1 capital (to risk-weighted assets)11.24 %12.28 %11.79 %
Total capital (to risk-weighted assets)12.01 %13.21 %12.62 %
Axos Clearing:
Net capital$38,915 $35,950 $34,022 
Excess capital$32,665 $27,904 $29,450 
Net capital as percentage of aggregate debit item12.45 %8.94 %14.88 %
Net capital in excess of 5% aggregate debit item$23,290 $15,836 $22,593 
Asset Quality Ratios:
Net annualized charge-offs (recoveries) to average loans outstanding5
0.02 %0.12 %0.23 %
Net annualized charge-offs (recoveries) to average loans outstanding excluding tax products5
0.02 %0.07 %0.08 %
Non-performing loans and leases to total loans0.83 %1.26 %0.82 %
Non-performing assets to total assets0.68 %1.07 %0.68 %
Allowance for credit losses - loans to total loans held for investment at end of period1.04 %1.15 %0.71 %
Allowance for credit losses - loans to non-performing loans125.74 %91.57 %86.20 %
1 See “Management’s Discussion and Analysis of Financial Condition and Results of Operations-Use of Non-GAAP Financial Measures.”
2 Interest rate spread represents the difference between the weighted average yield on interest-earning assets that lack physical substance but can be distinguished from goodwill because of contractual or other legal rights. Intangible assets that have finite lives, such as core deposit intangibles, are amortized over their estimated useful lives and subject to periodic impairment testing. Intangible assets (other than goodwill) are amortized to expense using accelerated or straight-line methods over their respective estimated useful lives.the weighted average rate paid on interest-bearing liabilities.
Goodwill3 Net interest margin represents net interest income as a percentage of average interest-earning assets.
4 Efficiency ratio represents non-interest expense as a percentage of the aggregate of net interest income and non-interest income.
5 Net charge-offs do not include any amounts transferred to loans held for sale.

46


AVERAGE BALANCES, NET INTEREST INCOME, YIELDS EARNED AND RATES PAID
The following table presents information regarding (i) average balances; (ii) the total amount of interest income from interest-earning assets and the weighted average yields on such assets; (iii) the total amount of interest expense on interest-bearing liabilities and the weighted average rates paid on such liabilities; (iv) net interest income; (v) interest rate spread; and (vi) net interest margin:
For the Fiscal Years Ended June 30,
202220212020
(Dollars in thousands)
Average
Balance1
Interest
Income /
Expense
Average
Yields
Earned /
Rates  Paid
Average
Balance1
Interest
Income /
Expense
Average
Yields
Earned /
Rates  Paid
Average
Balance1
Interest
Income /
Expense
Average
Yields
Earned /
Rates  Paid
Assets:
Loans2,3
$12,576,873 $626,628 4.98 %$11,332,020 $584,410 5.16 %$10,149,867 $582,748 5.74 %
Interest-earning deposits in other financial institutions1,233,983 4,501 0.36 %1,600,811 2,185 0.14 %833,612 10,906 1.31 %
Investment securities176,951 6,952 3.93 %192,420 9,560 4.97 %217,598 11,061 5.08 %
Securities borrowed and margin lending4
687,363 20,512 2.98 %613,735 20,466 3.33 %362,063 16,585 4.58 %
Stock of the regulatory agencies21,844 1,135 5.20 %20,588 1,242 6.03 %28,776 1,539 5.35 %
Total interest-earning assets14,697,014 $659,728 4.49 %13,759,574 $617,863 4.49 %11,591,916 $622,839 5.37 %
Non-interest-earning assets658,494 394,085 395,789 
Total assets$15,355,508 $14,153,659 $11,987,705 
Liabilities and Stockholders’ Equity:
Interest-bearing demand and savings$6,773,321 $20,053 0.30 %$7,204,698 $29,031 0.40 %$4,844,700 $66,883 1.38 %
Time deposits1,226,774 13,567 1.11 %1,825,795 31,498 1.73 %2,482,151 60,033 2.42 %
Securities loaned469,051 1,124 0.24 %412,385 1,496 0.36 %247,420 679 0.27 %
Advances from the FHLB349,796 4,625 1.32 %211,077 4,672 2.21 %747,358 11,988 1.60 %
Borrowings, subordinated notes and debentures302,454 13,201 4.36 %340,699 12,424 3.65 %103,652 5,645 5.45 %
Total interest-bearing liabilities9,121,396 52,570 0.58 %9,994,654 79,121 0.79 %8,425,281 145,228 1.72 %
Non-interest-bearing demand deposits3,927,195 2,182,009 1,990,005 
Other non-interest-bearing liabilities764,542 671,581 397,506 
Stockholders’ equity1,542,375 1,305,415 1,174,913 
Total liabilities and stockholders’ equity$15,355,508  $14,153,659  $11,987,705  
Net interest income$607,158 $538,742 $477,611 
Interest rate spread5
3.91 %3.70 %3.65 %
Net interest margin6
  4.13 %  3.92 %  4.12 %
1Average balances are obtained from daily data.
2 Loans includes loans held for sale, loan premiums, discounts and unearned fees.
3Interest income includes reductions for amortization of loan and investment securities premiums and earnings from accretion of discounts and loan fees. Loan fee income is not significant. Also includes $26.4 million as of June 30, 2022, $27.2 million as of June 30, 2021and $28.0 million as of June 30, 2020 of loans that qualify for Community Reinvestment Act credit which are taxed at a reduced rate.
4Margin lending is the significant component of the asset titled customer, broker-dealer and clearing receivables on the audited condensed consolidated balance sheets.
5Interest rate spread represents the difference between the weighted average yield on interest-earning assets and the weighted average rate paid on interest-bearing liabilities.
6Net interest margin represents net interest income as a percentage of average interest-earning assets.
47


RESULTS OF OPERATIONS
Our results of operations depend on our net interest income, which is the difference between interest income on interest-earning assets and interest expense on interest-bearing liabilities. Our net interest income has increased as a result of the growth in our interest earning assets and is subject to impairment testingcompetitive factors in online banking and other markets. Our net interest income is reduced by our estimate of credit loss provisions for our loan portfolio. We also earn non-interest income primarily from mortgage banking activities, banking products and service activity, our Securities Business, prepaid card fee income, prepayment fee income from multifamily and commercial borrowers who repay their loans before maturity and from gains on sales of other loans and investment securities. Losses on investment securities reduce non-interest income. The largest component of non-interest expense is salary and benefits, which is a function of the number of personnel, which increased to 1,335 full-time equivalent employees at June 30, 2022, from 1,165 full time employees at June 30, 2021. We are subject to federal and state income taxes, and our effective tax rates were 29.19%, 29.45% and 30.15% for the fiscal years ended June 30, 2022, 2021, and 2020, respectively. Other factors that affect our results of operations include expenses relating to data processing, advertising, depreciation, occupancy, professional services, and other miscellaneous expenses.
COMPARISON OF THE FISCAL YEARS ENDED JUNE 30, 2022 AND JUNE 30, 2021
Net Interest Income. The following table sets forth the effects of changing rates and volumes on our net interest income. Information is provided with respect to (i) effects on interest income and interest expense attributable to changes in volume (changes in volume multiplied by prior rate); and (ii) effects on interest income and interest expense attributable to changes in rate (changes in rate multiplied by prior volume). The change in interest due to both volume and rate has been allocated proportionally to both, based on their relative absolute values.
Fiscal Year Ended June 30, 2022 vs 2021
Increase (Decrease) Due to
(Dollars in thousands)VolumeRateTotal
Increase
(Decrease)
Increase (decrease) in interest income:
Loans$63,006 $(20,788)$42,218 
Interest-earning deposits in other financial institutions(602)2,918 2,316 
Investment securities(724)(1,884)(2,608)
Securities borrowed and margin lending2,314 (2,268)46 
Stock of the regulatory agencies72 (179)(107)
Total increase (decrease) in interest income$64,066 $(22,201)$41,865 
Increase (decrease) in interest expense:
Interest-bearing demand and savings$(1,735)$(7,243)$(8,978)
Time deposits(8,570)(9,361)(17,931)
Securities loaned2,301 (2,348)(47)
Advances from the FHLB180 (552)(372)
Other borrowings(1,486)2,263 777 
Total increase (decrease) in interest expense$(9,310)$(17,241)$(26,551)
Interest Income. Interest income for the fiscal year ended June 30, 2022 totaled $659.7 million, an increase of $41.9 million, or 6.8%, compared to $617.9 million in interest income for the fiscal year ended June 30, 2021 primarily due to growth in volume of interest-earning assets from loan originations, mainly from commercial real estate and commercial & industrial lending, partially offset by reduced rates on interest-earning assets. Average interest-earning assets for the fiscal year ended June 30, 2022 increased by $937.4 million compared to the fiscal year ended June 30, 2021 primarily due to loan originations for investment which totaled $10.4 billion during the year ended June 30, 2022. Yields on loans decreased by 18 basis points to 4.98% for the fiscal year ended June 30, 2022, primarily due to declines in market interest rates. For the fiscal year ended June 30, 2022, the growth in average balances contributed additional interest income of $64.1 million, which was offset by a $22.2 million decrease in interest income due to declines in market interest rates. The average yield earned on our interest-earning assets was 4.49% for the fiscal year ended June 30, 2022, even compared to 4.49% in 2021.
Interest Expense. Interest expense totaled $52.6 million for the fiscal year ended June 30, 2022, a decrease of $26.6 million, or 33.6% compared to $79.1 million in interest expense during the fiscal year ended June 30, 2021, due primarily to a $1.7 billion increase in non-interest bearing deposits and decreased rates on deposits, as a result of the Federal Reserve’s decision to maintain the Fed Funds target rate near zero for most of the fiscal year. The average rate paid on all of our interest-bearing liabilities decreased to 0.58% for the fiscal year ended June 30, 2022 from 0.79% for the fiscal year ended June 30, 2021, due primarily to decreased rates on deposits. Average interest-bearing liabilities for the fiscal year ended June 30, 2022
48


decreased $873.3 million compared to fiscal 2021, offset by an increase in non-interest bearing deposits. The average rate on interest-bearing demand and savings deposits decreased to 0.30% from 0.40% due to decreases in prevailing deposit rates across the industry. The rates on borrowings, subordinated notes and debentures also increased to 4.36% from 3.65% due to rates in effect when borrowing for operational needs. The average rate on time deposits decreased to 1.11% for the fiscal year ended June 30, 2022 from 1.73% for the fiscal year ended June 30, 2021, due to higher rate maturing time deposits. The average non-interest-bearing demand deposits were $3,927.2 million for the fiscal year ended June 30, 2022, up from $2,182.0 million, representing an increase of $1,745.2 million.
Provision for Credit Losses. Provision for credit losses was $18.5 million for the fiscal year ended June 30, 2022 and $23.8 million for fiscal 2021. The decrease of $5.3 million for fiscal year 2022 was due to favorable changes in economic and business conditions resulting from reduced levels of disruptions from the COVID-19 pandemic, partially offset by loan growth and changes in loan mix. The provisions are made to maintain our allowance for credit losses at levels which management believes to be adequate. The assessment of the adequacy of our allowance for credit losses is based upon a number of quantitative and qualitative factors, including levels and trends of past due and nonaccrual loans, loss history and changes in the volume and mix of loans and collateral values.
See “Asset Quality and Allowance for Credit Losses - Loans” for discussion of our allowance for credit losses and the related loss provisions.
Non-interest Income. The following table sets forth information regarding our non-interest income:
For the Fiscal Year Ended June 30,
(Dollars in thousands)20222021
Prepayment penalty fee income$13,303 $7,166 
Gain on sale – other165 491 
Mortgage banking income19,033 42,150 
Advisory fee income29,230 — 
Broker-dealer fee income22,880 26,317 
Banking and service fees28,752 29,137 
Total non-interest income$113,363 $105,261 
Non-interest income totaled $113.4 million for the fiscal year ended June 30, 2022 compared to non-interest income of $105.3 million for fiscal 2021. The increase was primarily the result of a $29.2 million increase in Advisory fee income from custody and mutual fund fees earned by the newly acquired AAS division and increased levels of prepayment penalty fee income of $6.1 million, partially offset by a decrease of $23.1 million in mortgage banking income, mainly due to raising rates and a $3.4 million decrease in broker-dealer fee income. Mortgage banking income for fiscal 2022 included a net mortgage servicing rights adjustment of approximately $2.3 million due to expected higher interest rates and slower mortgage prepayments.
Non-interest Expense. The following table sets forth information regarding our non-interest expense for the periods shown:
For the Fiscal Year Ended June 30,
(Dollars in thousands)20222021
Salaries and related costs$167,390 $152,576 
Data processing50,159 40,719 
Depreciation and amortization24,596 24,124 
Advertising and promotional13,580 14,212 
Occupancy and equipment13,745 13,402 
Professional services22,482 22,241 
Broker-dealer clearing charges15,184 11,152 
FDIC and regulator fees11,823 10,603 
General and administrative expenses43,103 25,481 
Total non-interest expense$362,062 $314,510 
Non-interest expense totaled $362.1 million for the fiscal year ended June 30, 2022, an increase of $47.6 million compared to fiscal 2021. Salaries and related costs increased $14.8 million, or 9.7%, in fiscal 2022, generally due to the addition of AAS and the expansion of Bank operations specifically in areas related to lending and deposits. Our full time staff increased to 1,335 from 1,165 or 14.6% between fiscal years ended June 30, 2022 and 2021.
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Data processing increased $9.4 million, primarily due to enhancements to customer interfaces and the Bank’s core processing system.
Depreciation and amortization, increased $0.5 million primarily due to amortization of intangibles as a result of the AAS acquisition and depreciation on lending platform enhancements and infrastructure development.
Advertising and promotional expense decreased $0.6 million, primarily due to reductions in mortgage lead generation and deposit marketing costs.
Occupancy and equipment expense increased $0.3 million, primarily due to annual cost increases in our office space lease agreements and the addition of an assumed office space lease for our AAS employees.
Professional services, which include accounting and legal fees, increased $0.2 million in fiscal 2022 compared to 2021. The increase in professional services was primarily due to increased legal and consulting expenses.
Broker-dealer clearing charges increased $4.0 million, primarily attributable to the acquisition of AAS and increased clearing charges due to higher activity.
The Federal Deposit Insurance Corporation (“FDIC”) and regulator fees increased by $1.2 million in fiscal 2022 compared to fiscal 2021. The increase corresponds to growth in average liabilities at the reporting unit level, which is conducted at least annually. Bank and increased assessment rates during fiscal 2022.
General and administrative expenses increased by $17.6 million in fiscal 2022 compared to 2021. The increase was primarily due to an $11.0 million charge due largely to a one-time resolution of a contractual claim, a $5.3 million provision to the unfunded loan commitment liability and increased travel costs of $2.1 million.
Income Tax Expense. Income tax expense was $99.2 million for the fiscal year ended June 30, 2022 compared to $90.0 million for fiscal 2021. Our effective tax rates were 29.19% and 29.45% for the fiscal years ended June 30, 2022 and 2021, respectively.
The Company performs impairment testingreceived federal and state tax credits for the years ended June 30, 2022 and 2021, respectively. These tax credits reduced the effective tax rate by approximately 0.44% and 0.59%, respectively.
SEGMENT RESULTS
The Company determines reportable segments based on the services offered, the significance of the services offered, the significance of those services to the Company’s financial condition and operating results and management’s regular review of the operating results of those services. The Company operates through two operating segments: Banking Business and Securities Business. In order to reconcile the two segments to the consolidated totals, the Company includes parent-only activities and intercompany eliminations. The following tables present the operating results of the segments:
Fiscal Year Ended June 30, 2022
(Dollars in thousands)Banking BusinessSecurities BusinessCorporate/EliminationsAxos Consolidated
Net interest income$597,833 $17,580 $(8,255)$607,158 
Provision for credit losses18,500 — — 18,500 
Non-interest income60,881 64,069 (11,587)113,363 
Non-interest expense274,079 84,014 3,969 362,062 
Income (loss) before taxes$366,135 $(2,365)$(23,811)$339,959 
Fiscal Year Ended June 30, 2021
(Dollars in thousands)Banking BusinessSecurities BusinessCorporate/EliminationsAxos Consolidated
Net interest income$527,760 $18,746 $(7,764)$538,742 
Provision for credit losses23,750 — — 23,750 
Non-interest income79,150 27,627 (1,516)105,261 
Non-interest expense254,596 48,095 11,819 314,510 
Income (loss) before taxes$328,564 $(1,722)$(21,099)$305,743 
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Banking Business
For the fiscal year ended June 30, 2022, we had pre-tax income of $366.1 million compared to pre-tax income of $328.6 million for the fiscal year ended June 30, 2021. For the fiscal year ended June 30, 2022, the increase in pre-tax income was primarily related to increased net interest income due in large part to growth in volume of interest-earning assets from loan originations, primarily from commercial real estate and commercial & industrial lending, a decline in rates of interest-bearing demand and savings deposits and time deposits, growth in non-interest bearing deposits and a decrease in provision for credit losses, partially offset by a decrease in mortgage banking and an increase in non-interest expense.
We consider the ratios shown in the table below to be key indicators of the performance of our Banking Business segment:
Fiscal Year Ended
June 30, 2022June 30, 2021
Efficiency ratio41.61 %41.95 %
Return on average assets1.64 %1.76 %
Interest rate spread4.18 %3.92 %
Net interest margin4.36 %4.11 %
Our Banking segment’s net interest margin exceeds our consolidated net interest margin. Our consolidated net interest margin includes certain items that are not reflected in the calculation of our net interest margin within our Banking Business and reduce our consolidated net interest margin, such as the borrowing costs at the Company and the yields and costs associated with certain items within interest-earning assets and interest-bearing liabilities in our Securities Business, including items related to securities financing operations.
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The following table presents our Banking segment’s information regarding (i) average balances; (ii) the total amount of interest income from interest-earning assets and the weighted average yields on such assets; (iii) the total amount of interest expense on interest-bearing liabilities and the weighted average rates paid on such liabilities; (iv) net interest income; (v) interest rate spread; and (vi) net interest margin:
For the Fiscal Years Ended June 30,
20222021
(Dollars in thousands)
Average Balance1
Interest Income/ ExpenseAverage Yields Earned/Rates Paid
Average Balance1
Interest Income/ExpenseAverage Yields Earned/Rates Paid
Assets:
Loans2,3
$12,539,502 $624,501 4.98 %$11,287,008 $581,504 5.15 %
Interest-earning deposits in other financial institutions953,490 3,189 0.33 %1,329,029 1,359 0.10 %
Investment securities3
198,637 7,410 3.73 %221,213 10,166 4.60 %
Stock of the regulatory agencies, at cost18,789 1,132 6.02 %17,250 932 5.40 %
Total interest-earning assets13,710,418 636,232 4.64 %12,854,500 593,961 4.62 %
Non-interest-earning assets296,228 172,712 
Total Assets$14,006,646 $13,027,212 
Liabilities and Stockholder's Equity:
Interest-bearing demand and savings$6,843,840 $20,207 0.30 %$7,324,855 $29,626 0.40 %
Time deposits1,226,774 13,567 1.11 %1,825,795 31,498 1.73 %
Advances from the FHLB349,796 4,625 1.32 %211,077 4,672 2.21 %
Borrowings, subordinated notes and debentures93 — — %116,255 406 0.35 %
Total interest-bearing liabilities$8,420,503 $38,399 0.46 %$9,477,982 $66,202 0.70 %
Non-interest-bearing demand deposits4,012,615 2,209,932 
Other non-interest-bearing liabilities143,841 121,545 
Stockholder's equity1,429,687 1,217,753 
Total Liabilities and Stockholders' Equity$14,006,646 $13,027,212 
Net interest income$597,833 $527,759 
Interest rate spread4
4.18 %3.92 %
Net interest margin5
4.36 %4.11 %
1Average balances are obtained from daily data.
2Loans include loans held for sale, loan premiums and unearned fees.
3Interest income includes reductions for amortization of loan and investment securities premiums and earnings from accretion of discounts and loan fees. Loans include average balances of $26.4 million and $27.2 million of Community Reinvestment Act loans which are taxed at a reduced rate for the 2022 and 2021 twelve-month periods, respectively.
4Interest rate spread represents the difference between the weighted average yield on interest-earning assets and the weighted average rate paid on interest-bearing liabilities.
5Net interest margin represents annualized net interest income as a percentage of average interest-earning assets.
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Net Interest Income. The following table sets forth the effects of changing rates and volumes on our net interest income. Information is provided with respect to (i) effects on interest income and interest expense attributable to changes in volume (changes in volume multiplied by prior rate); and (ii) effects on interest income and interest expense attributable to changes in rate (changes in rate multiplied by prior volume). The change in interest due to both volume and rate has been allocated proportionally to both, based on their relative absolute values.
Fiscal Year Ended June 30, 2022 vs 2021
Increase (Decrease) Due to
(Dollars in thousands)VolumeRateTotal
Increase
(Decrease)
Increase (decrease) in interest income:
Loans and leases$62,716 $(19,719)$42,997 
Interest-earning deposits in other financial institutions(469)2,299 1,830 
Investment securities(965)(1,791)(2,756)
Stock of the regulatory agencies87 113 200 
Total increase (decrease) in interest income$61,369 $(19,098)$42,271 
Increase (decrease) in interest expense:
Interest-bearing demand and savings$(1,959)$(7,460)$(9,419)
Time deposits(8,570)(9,361)(17,931)
Advances from the FHLB2,301 (2,348)(47)
Other borrowings(203)(203)(406)
Total increase (decrease) in interest expense$(8,431)$(19,372)$(27,803)
The Banking segment’s net interest income for the fiscal year ended June 30, 2022 totaled $597.8 million, an increase of 13.3%, compared to net interest income of $527.8 million for the fiscal year ended June 30, 2021. The growth of net interest income is primarily attributable to growth in volume of interest-earning assets from loan originations, primarily from commercial real estate and commercial & industrial lending, a decline in rates of interest-bearing demand and savings deposits and time deposits and growth in non-interest bearing deposits.
The Banking segment’s non-interest income decreased $18.2 million during the third quarterfiscal year ended June 30, 2022 to $60.9 million from the $79.2 million for the fiscal year ended June 30, 2021. The decrease in non-interest income for the fiscal year ended June 30, 2022, was primarily the result of eacha decrease in mortgage banking income of $23.1 million driven by the increase in mortgage rates partially offset by an increase of $6.1 million in prepayment penalty fee income.
Non-interest expense totaled $274.1 million for the fiscal year ended June 30, 2022, an increase of $19.5 million compared to fiscal 2021. General and administrative expenses increased by $16.4 million primarily due to an $11.0 million charge due largely to a one-time resolution of a contractual claim and a $5.3 million provision to the unfunded loan commitment liability, an increase in advertising and promotional expense of $8.6 million primarily due to costs paid to our Securities Segment for non-interest bearing deposits, a $5.8 million increase in data processing expense for systems enhancements, partially offset by a decrease of $4.7 million in salaries and related costs.
Securities Business
For the fiscal year ended June 30, 2022, our Securities Business segment had a loss before taxes of $2.4 million compared to the loss before taxes of $1.7 million for the fiscal year ended June 30, 2021.
The following table provides our Securities Business operating results:
For the Fiscal Year Ended June 30,
(Dollars in thousands)20222021
Net interest income$17,580 $18,746 
Non-interest income64,069 27,627 
Non-interest expense84,014 48,095 
Income (Loss) before taxes$(2,365)$(1,722)
Net interest income for the fiscal year ended June 30, 2022 was $17.6 million compared to $18.7 million for the fiscal year ended June 30, 2021. The decrease was primarily a result of a decrease in the rates earned on securities borrowed and margin lending. In the Securities Business, interest is earned through margin loan balances, securities borrowed, and cash deposit balances. Interest expense is incurred from cash borrowed through bank lines and securities lending.
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Non-interest income totaled $64.1 million for the fiscal year ended June 30, 2022, an increase of $36.4 million compared to the $27.6 million during the fiscal year ended June 30, 2021. The increase was primarily attributable to a $28.3 million increase related to the addition of AAS custody and mutual funds fees, an increase of $10.3 million in fees earned on FDIC insured bank deposits, partially offset by a decrease of $1.2 million in correspondent fees, and a decrease of $1.3 million of clearing and custodial related fees.
Non-interest expense was $84.0 million during the fiscal year ended June 30, 2022, an increase of $35.9 million compared to $48.1 million during the fiscal year ended June 30, 2021. The increase was primarily related to an increase of $16.9 million in salaries and related expenses related to staffing and the acquisition of AAS, an increase of $4.1 million depreciation and amortization expense, an increase of $4.0 million in broker-dealer clearing charges, an increase of $3.6 million in data processing, an increase of $2.7 million occupancy and equipment expense, an increase of $1.4 million advertising and promotional expense, and an increase of $1.4 million general and administrative expenses. The increases were primarily the result of the addition of AAS.
Selected information concerning Axos Clearing LLC follows as of or when events orfor the year ended:
June 30,
(Dollars in thousands)20222021
Compensation as a % of net revenue38.0 %32.4 %
FDIC insured program balances (end of period)$3,452,358 $730,248 
Customer margin balances (end of period)$285,894 $327,148 
Customer funds on deposit, including short credits (end of period)$372,112 $322,153 
Clearing:
Total tickets1,236,292 2,053,362 
Correspondents (end of period)71 69 
Securities lending:
Interest-earning assets – stock borrowed (end of period)$338,980 $619,088 
Interest-bearing liabilities – stock loaned (end of period)$474,400 $728,988 
COMPARISON OF THE FISCAL YEARS ENDED JUNE 30, 2021 AND JUNE 30, 2020
Net Interest Income. Net interest income totaled $538.7 million for the fiscal year ended June 30, 2021 compared to $477.6 million for the fiscal year ended June 30, 2020. The following table sets forth the effects of changing rates and volumes on our net interest income. Information is provided with respect to (i) effects on interest income and interest expense attributable to changes in circumstances indicatevolume (changes in volume multiplied by prior rate); and (ii) effects on interest income and interest
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expense attributable to changes in rate (changes in rate multiplied by prior volume). The change in interest due to both volume and rate has been allocated proportionally to both, based on their relative absolute values.
Fiscal Year Ended June 30, 2021 vs 2020
Increase (Decrease) Due to
(Dollars in thousands)VolumeRateTotal
Increase
(Decrease)
Increase (decrease) in interest income:
Loan and Leases$63,934 $(62,272)$1,662 
Interest-earning deposits in other financial institutions5,473 (14,194)(8,721)
Investment securities(1,265)(236)(1,501)
Securities borrowed and margin lending9,287 (5,406)3,881 
Stock of the regulatory agencies(476)179 (297)
Total increase (decrease) in interest income$76,953 $(81,929)$(4,976)
Increase (decrease) in interest expense:
Interest-bearing demand and savings$23,234 $(61,086)$(37,852)
Time deposits(13,730)(14,805)(28,535)
Securities loaned544 273 817 
Advances from the FHLB(10,732)3,416 (7,316)
Other borrowings9,184 (2,405)6,779 
Total increase/(decrease) in interest expense$8,500 $(74,607)$(66,107)
Interest Income. Interest income for the fiscal year ended June 30, 2021 totaled $617.9 million, a decrease of $5.0 million, or 0.8%, compared to $622.8 million in interest income for the fiscal year ended June 30, 2020 primarily due to reduced rates on interest-earning assets, mightpartially offset by growth in volume of interest-earning assets from loan originations, primarily from commercial real estate and commercial & industrial lending. Average interest-earning assets for the fiscal year ended June 30, 2021 increased by $2,167.7 million compared to the fiscal year ended June 30, 2020 primarily due to loan originations for investment which totaled $7,304.4 million during the year ended June 30, 2021. Yields on loans decreased by 58 basis points to 5.16% for the fiscal year ended June 30, 2021, primarily due to declines in market interest rates. For the fiscal year ended June 30, 2021, the growth in average balances contributed additional interest income of $77.0 million, which was offset by a $81.9 million decrease in interest income due to declines in market interest rates. The average yield earned on our interest-earning assets decreased to 4.49% for the fiscal year ended June 30, 2021, down from 5.37% in 2020 primarily due to decreases in loan yields and rates earned on deposits in other financial institutions. As a result of the Federal Reserve’s decisions to maintain the Fed Funds target rate near zero, the rates earned on our adjustable-rate loans are generally at their floor and the rates on newly originated loans are lower than the average rate of the loan portfolio.
Interest Expense. Interest expense totaled $79.1 million for the fiscal year ended June 30, 2021, a decrease of $66.1 million, or 45.5% compared to $145.2 million in interest expense during the fiscal year ended June 30, 2020, due primarily to a $192.0 million increase in non-interest bearing deposits and decreased rates on deposits, as a result of the Federal Reserve’s decisions to maintain the Fed Funds target rate near zero throughout the year, partially offset by greater volume of deposits due to growth. The average rate paid on all of our interest-bearing liabilities decreased to 0.79% for the fiscal year ended June 30, 2021 from 1.72% for the fiscal year ended June 30, 2020, due primarily to decreased rates on deposits. Average interest-bearing liabilities for the fiscal year ended June 30, 2021 increased $1,569.4 million compared to fiscal 2020. The average rate on interest-bearing demand and savings deposits decreased to 0.40% from 1.38% due to decreases in prevailing deposit rates across the industry. The rates on borrowing, subordinated notes and debentures also decreased to 3.65% from 5.45% due primarily to the mix of borrowings. The average rate on time deposits increased to 1.73% for the fiscal year ended June 30, 2021 from 2.42% for the fiscal year ended June 30, 2020, due to higher rate maturing time deposits. The average non-interest-bearing demand deposits were $2,182.0 million for the fiscal year ended June 30, 2021, up from $1,990.0 million, representing an increase of $192.0 million.
Provision for Credit Losses. Provision for credit losses was $23.8 million for the fiscal year ended June 30, 2021 and $42.2 million for fiscal 2020. The decrease was due to the decrease in provisions associated with non-recurring Refund Advance loans and macroeconomic updates relating to COVID-19. The provisions are made to maintain our allowance for credit losses at levels which management believes to be impaired. Basedadequate. The assessment of the adequacy of our allowance for credit losses is based upon a number of quantitative and qualitative factors, including levels and trends of past due and nonaccrual loans, loss history and changes in the volume and mix of loans and collateral values.
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See “Asset Quality and Allowance for Credit Losses - Loans” for discussion of our allowance for loan and lease losses and the related loss provisions.
Non-interest Income. The following table sets forth information regarding our non-interest income:
For the Fiscal Year Ended June 30,
(Dollars in thousands)20212020
Prepayment penalty fee income$7,166 $5,993 
Gain on sale-other491 6,871 
Mortgage banking income42,150 20,646 
Broker-dealer fee income26,317 23,210 
Banking and service fees29,137 46,267 
Total non-interest income$105,261 $102,987 
Through our agreement with H&R Block, Inc. (“H&R Block”) and its wholly-owned subsidiaries the Bank earned significant non-interest income by providing H&R Block-branded financial products and services. On July 1, 2020, the Bank received written notification from Emerald Financial Services, LLC (“EFS”), a subsidiary of H&R Block, terminating the Program Management Agreement (“PMA”) covering the Emerald Prepaid Mastercard®, Refund Transfer and Emerald Advance products, effective July 1, 2020. While the PMA has been terminated, the Bank continued to perform certain services under the PMA until the services were fully transitioned to another bank in December 2020. Historically, the primary non-interest income generating H&R Block products and services that lead to the increased banking and service fees are Emerald Prepaid Mastercard® (“EPC”) and Refund Transfer (“RT”).
Non-interest income totaled $105.3 million for the fiscal year ended June 30, 2021 compared to non-interest income of $103.0 million for fiscal 2020. The increase was primarily the result of an increase of $21.5 million in mortgage banking income, resulting from an increase in originations and sales of loans held-for-sale due to the decline in market interest rates, an increase of $3.1 million in broker-dealer fee income, and increased levels of prepayment penalty fee income by $1.2 million, partially offset by a decrease of $17.1 million in banking and service fees, primarily due to Emerald Prepaid Mastercard® and Refund Transfer products associated with H&R Block that did not recur in fiscal 2021, and a $6.4 million decrease in gain on sale-other, as certain sales of lottery receivables and sales of Refund Advance loans to H&R Block in fiscal 2020 did not recur in fiscal 2021. Banking and service fees includes H&R Block-branded product fees, deposit fees, fee income from prepaid card sponsors, and certain C&I loan fees. The primary non-interest income-generating H&R Block products and services that led to increased levels of banking and service fees in fiscal 2020 are EPC and RT. For the fiscal year ended June 30, 2021, EPC was $2.6 million compared to $7.8 million for fiscal 2020. For the fiscal year ended June 30, 2021, RT was $1.4 million compared to $11.5 million for fiscal 2020.
Included in gain on sale – other are sales of unsecured and secured consumer and business loans originated through introductions from our third-party partner relationships and sales of structured settlement annuity and state lottery receivables. We engage in the wholesale and retail purchase of state lottery prize and structured settlement annuity payments. These payments are high credit quality deferred payment receivables having a state lottery commission or investment grade (top two tiers) insurance company payor. The Bank originates contracts for the retail purchase of such payments and classifies these under the category of Other in the loan portfolio. Factoring yields are typically higher than mortgage loan rates. Typically, the gain received upon sale of these payment streams is greater than the gain received from an equivalent amount of mortgage loan sales. Since 2013, pools of structured settlement receivables have been originated for sale depending upon management’s assessment of interest rate risk, liquidity, and offers containing favorable terms and are classified on our balance sheet as loans held for sale. Increased sales on favorable terms during fiscal 2020 resulted in an increase in gain on sale from structured settlement annuity and state lottery receivables. Such sales did not recur to the same degree for during fiscal 2021.
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Non-interest Expense. The following table sets forth information regarding our non-interest expense for the periods shown:
For the Fiscal Year Ended June 30,
(Dollars in thousands)20212020
Salaries and related costs$152,576 $144,341 
Data processing and internet40,719 30,671 
Depreciation and amortization24,124 24,443 
Advertising and promotional14,212 14,523 
Occupancy and equipment13,402 12,059 
Professional services22,241 11,095 
Broker-dealer clearing charges11,152 8,210 
FDIC and regulator fees10,603 5,538 
General and administrative25,481 24,886 
Total non-interest expense$314,510 $275,766 
Non-interest expense totaled $314.5 million for the fiscal year ended June 30, 2021, an increase of $38.7 million compared to fiscal 2020. Salaries and related costs increased $8.2 million, or 5.7%, in fiscal 2021 primarily due to the staffing additions from increased staffing levels to support expansion in the Banking segment, specifically for lending and information technology infrastructure development activities. Our staff increased to 1165 from 1099 or 6.0% between fiscal year ended June 30, 2021 and 2020 and increased to 1099 from 1007 or 9.1% between fiscal year ended June 30, 2020 and 2019.
Data processing increased $10.0 million, primarily due to enhancements to customer interfaces and the Bank’s core processing system.
Advertising and promotion expense increased $0.3 million, primarily due to reductions in deposit marketing throughout the year.
Depreciation and amortization, decreased $0.3 million primarily due to reduced depreciation on computer hardware and furniture and fixtures.
Occupancy and equipment expense increased $1.3 million, primarily due to the timing of new property leases and an impairment reserve charge on the results,early exit of a property lease of $0.9 million during fiscal 2021.
Professional services, which include accounting and legal fees, increased $11.1 million in fiscal 2021 compared to 2020. The increase in professional services was primarily due to increased legal and consulting expenses.
The Federal Deposit Insurance Corporation (“FDIC”) and regulator fee increased by $5.1 million in fiscal 2021 compared to fiscal 2020. The The increase corresponds to growth in average liabilities and small bank assessment credits received from the FDIC during fiscal 2020 which did not recur in fiscal 2021.
Broker-dealer clearing charges increased $2.9 million primarily due to increased correspondent and market activity.
General and administrative expenses increased by $0.6 million in fiscal 2021 compared to 2020. The increase was primarily due increased deposit servicing expenses.
Income Tax Expense. Income tax expense was $90.0 million for the fiscal year ended June 30, 2021 compared to $79.2 million for fiscal 2020. Our effective tax rates were 29.45% and 30.15% for the fiscal years ended June 30, 2021 and 2020, respectively.
As of June 30, 2020, the Company determined that certain stock-based compensation awards would not be granted under the estimated fair value exceeded its carrying valueplan, and concludedthe deferred tax assets related to these awards will not be realized. Accordingly, the Company wrote-off $6.8 million of a stock-based compensation deferred tax asset, resulting in a $2.0 million increase in tax expense for fiscal 2020.
The Company received federal and state tax credits for the years ended June 30, 2021 and 2020, respectively. These tax credits reduced the effective tax rate by approximately 0.59% and 0.77%, respectively.
SEGMENT RESULTS
The Company determines reportable segments based on the services offered, the significance of the services offered, the significance of those services to the Company’s financial condition and operating results and management’s regular review
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of the operating results of those services. The Company operates through two operating segments: Banking Business and Securities Business. In order to reconcile the two segments to the consolidated totals, the Company includes parent-only activities and intercompany eliminations. The following tables present the operating results of the segments:
Fiscal Year Ended June 30, 2021
(Dollars in thousands)Banking BusinessSecurities BusinessCorporate/EliminationsAxos Consolidated
Net interest income$527,760 $18,746 $(7,764)$538,742 
Provision for credit losses23,750 — — 23,750 
Non-interest income79,150 27,627 (1,516)105,261 
Non-interest expense254,596 48,095 11,819 314,510 
Income before taxes$328,564 $(1,722)$(21,099)$305,743 
Fiscal Year Ended June 30, 2020
(Dollars in thousands)Banking BusinessSecurities BusinessCorporate/EliminationsAxos Consolidated
Net interest income$464,448 $16,630 $(3,467)$477,611 
Provision for credit losses42,200 — — 42,200 
Non-interest income80,374 24,817 (2,204)102,987 
Non-interest expense216,895 43,525 15,346 275,766 
Income before taxes$285,727 $(2,078)$(21,017)$262,632 
Banking Business
For the fiscal year ended June 30, 2021, we had pre-tax income of $328.6 million compared to pre-tax income of $285.7 million for the fiscal year ended June 30, 2020. For the fiscal year ended June 30, 2021, the increase in pre-tax income was primarily related to increased net interest income due to loan and deposit growth.
We consider the ratios shown in the table below to be key indicators of the performance of our Banking Business segment:
Fiscal Year Ended
June 30, 2021June 30, 2020
Efficiency ratio41.95 %39.81 %
Return on average assets1.76 %1.78 %
Interest rate spread3.92 %3.72 %
Net interest margin4.11 %4.19 %
Our Banking segment’s net interest margin exceeds our consolidated net interest margin. Our consolidated net interest margin includes certain items that are not reflected in the goodwillcalculation of our net interest margin within our Banking Business and reduce our consolidated net interest margin, such as the borrowing costs at our Holding Company and the yields and costs associated with certain items within interest-earning assets and interest-bearing liabilities in our Securities Business, including items related to securities financing operations.
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The following table presents our Banking segment’s information regarding (i) average balances; (ii) the total amount of interest income from interest-earning assets and the weighted average yields on such assets; (iii) the total amount of interest expense on interest-bearing liabilities and the weighted average rates paid on such liabilities; (iv) net interest income; (v) interest rate spread; and (vi) net interest margin for the twelve months ended June 30, 2021 and 2020:
For the Fiscal Years Ended June 30,
20212020
(Dollars in thousands)
Average Balance1
Interest Income/ ExpenseAverage Yields Earned/Rates Paid
Average Balance1
Interest Income/ExpenseAverage Yields Earned/Rates Paid
Assets:
Loans2,3
$11,287,008 $581,504 5.15 %$10,122,818 $581,518 5.74 %
Interest-earning deposits in other financial institutions1,329,029 1,359 0.10 %700,659 8,839 1.26 %
Investment securities3
221,213 10,166 4.60 %235,893 11,661 4.94 %
Stock of the regulatory agencies, at cost17,250 932 5.40 %25,696 1,532 5.96 %
Total interest-earning assets$12,854,500 $593,961 4.62 %$11,085,066 $603,550 5.44 %
Non-interest-earning assets172,712 188,625 
Total Assets$13,027,212 $11,273,691 
Liabilities and Stockholder's Equity:
Interest-bearing demand and savings$7,324,855 $29,626 0.40 %$4,864,591 $67,070 1.38 %
Time deposits1,825,795 31,498 1.73 %2,482,151 60,033 2.42 %
Advances from the FHLB211,077 4,672 2.21 %747,358 11,988 1.60 %
Borrowings, subordinated notes and debentures116,255 406 0.35 %3,092 11 0.36 %
Total interest-bearing liabilities$9,477,982 $66,202 0.70 %$8,097,192 $139,102 1.72 %
Non-interest-bearing demand deposits2,209,932 2,000,755 
Other non-interest-bearing liabilities121,545 85,951 
Stockholder's equity$1,217,753 $1,089,793 
Total Liabilities and Stockholders' Equity$13,027,212 $11,273,691 
Net interest income$527,759 $464,448 
Interest rate spread4
3.92 %3.72 %
Net interest margin5
4.11 %4.19 %
1Average balances are obtained from daily data.
2Loans include loans held for sale, loan premiums and unearned fees.
3Interest income includes reductions for amortization of loan and investment securities premiums and earnings from accretion of discounts and loan fees. Loans include average balances of $27.2 million and $28.0 million of Community Reinvestment Act loans which are taxed at a reduced rate for the 2021 and 2020 twelve-month periods, respectively.
4Interest rate spread represents the difference between the weighted average yield on interest-earning assets and the weighted average rate paid on interest-bearing liabilities.
5Net interest margin represents annualized net interest income as a percentage of average interest-earning assets.
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Net Interest Income. Net interest income totaled $527.8 million for the fiscal year ended June 30, 2021 compared to $464.4 million for the fiscal year ended June 30, 2020. The following table sets forth the effects of changing rates and volumes on our net interest income. Information is provided with respect to (i) effects on interest income and interest expense attributable to changes in volume (changes in volume multiplied by prior rate); and (ii) effects on interest income and interest expense attributable to changes in rate (changes in rate multiplied by prior volume). The change in interest due to both volume and rate has been allocated proportionally to both, based on their relative absolute values.
Fiscal Year Ended June 30, 2021 vs 2020
Increase (Decrease) Due to
(Dollars in thousands)VolumeRateTotal
Increase
(Decrease)
Increase (decrease) in interest income:
Loans and leases$63,068 $(63,082)$(14)
Interest-earning deposits in other financial institutions4,330 (11,810)(7,480)
Investment securities(710)(785)(1,495)
Stock of the regulatory agencies(466)(134)(600)
Total increase (decrease) in interest income$66,222 $(75,811)$(9,589)
Increase (decrease) in interest expense:
Interest-bearing demand and savings$24,084 $(61,528)$(37,444)
Time deposits(13,730)(14,805)(28,535)
Advances from the FHLB(10,732)3,416 (7,316)
Other borrowings395 — 395 
Total increase (decrease) in interest expense$17 $(72,917)$(72,900)
The Banking segment’s net interest income for the fiscal year ended June 30, 2021 totaled $527.8 million, an increase of 13.6%, compared to net interest income of $464.4 million for the fiscal year ended June 30, 2020. The growth of net interest income is primarily due to net loan portfolio growth and a reduction of rates paid on deposits.
The Banking segment’s non-interest income creased $1.2 million from $80.4 million to $79.2 million for the fiscal year ended June 30, 2021 compared to the fiscal year ended June 30, 2020. The decrease in non-interest income for the fiscal year ended June 30, 2021, as primarily the result of a decrease of $17.0 million in banking and service fees, primarily from Emerald Prepaid Mastercard® and Refund Transfer products associated with H&R Block that did not recur in fiscal 2021, and a $6.4 million decrease in gain on sale-other, as certain sales of lottery receivables and sales of Refund Advance loans to H&R Block in fiscal 2020 did not recur in fiscal 2021, partially offset by an increase in mortgage banking income of $21.0 million driven by the decline of mortgage rates to record lows over the year, and an increase of $1.2 million in prepayment penalty fee income.
Non-interest expense totaled $254.6 million for the fiscal year ended June 30, 2021, an increase of $37.7 million compared to fiscal 2020. Salaries and related costs increased $13.3 million, or 11.9%, in fiscal 2021 due to increased staffing levels to support growth in staffing specifically for lending and information technology infrastructure development activities, a $9.8 million increase in data processing expense for loan and deposit systems enhancements, a $7.9 million increase in professional services due to increased legal and consulting expenses, an increase of $4.9 million in FDIC and OCC standard regulatory charges due to growth in average liabilities and a small bank assessment credit received from the FDIC in fiscal 2020 which did not recur, and a $1.6 million increase in occupancy expense primarily due to an impairment reserve charge on the early exit of a property lease.
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Securities Business
For the fiscal year ended June 30, 2021, our Securities Business segment had a loss before taxes of $1.7 million an improvement of 17.1% compared to the loss before taxes of $2.1 million for the fiscal year ended June 30, 2020.
The following table provides our Securities Business operating results:
Fiscal Year Ended
(Dollars in thousands)June 30, 2021June 30, 2020
Net interest income$18,746 $16,630 
Non-interest income27,627 24,817 
Non-interest expense48,095 43,525 
Income (Loss) before income taxes$(1,722)$(2,078)
Net interest income for the fiscal year ended June 30, 2021 was $18.7 million compared to $16.6 million for the fiscal year ended June 30, 2020, an increase of $2.1 million due to increased activity. In the Securities business, interest is earned on margin loan balances, securities borrowed, and cash deposit balances. Interest expense is incurred from cash borrowed through bank lines and securities lending.
Non-interest income totaled $27.6 million for the fiscal year ended June 30, 2021, an increase of $2.8 million compared to the $24.8 million during the fiscal year ended June 30, 2020. Increased activity resulted in an increase of $3.3 million from correspondent fees and an increase of $2.7 million from clearing and custodial related fees, partially offset by a decrease of $3.9 million in fees earned on managing customers’ FDIC insured bank deposits due to decreased rates.
Non-interest expense was $48.1 million during the fiscal year ended June 30, 2021 an increase of $4.6 million for the $43.5 million during the fiscal year ended June 30, 2020. The increase was primarily the result of an increase broker-dealer clearing charges of $2.9 million due to increased activity and an increase in professional services of $2.1 million due to an increase in legal expenses.
Selected information concerning Axos Clearing LLC follows as or for the year ended:
June 30,
(Dollars in thousands)20212020
Compensation as a % of net revenue32.4 %39.2 %
FDIC insured program balances (end of period)$730,248 $450,251 
Customer margin balances (end of period)$327,148 $206,702 
Customer funds on deposit, including short credits (end of period)$322,153 $194,042 
Clearing:
Total tickets2,053,362 1,228,635 
Correspondents (end of period)69 61 
Securities lending:
Interest-earning assets – stock borrowed (end of period)$619,088 $222,368 
Interest-bearing liabilities – stock loaned (end of period)$728,988 $255,945 
COMPARISON OF FINANCIAL CONDITION AT JUNE 30, 2022 AND JUNE 30, 2021
Our total assets increased $3.1 billion, or 22.0%, to $17.4 billion, as of June 30, 2022, up from $14.3 billion at June 30, 2021. The loan portfolio increased $2.7 billion on a net basis, primarily from portfolio loan originations of $10.4 billion, less principal repayments and other identifiable intangible assets were fully recognized.adjustments of $7.7 billion. Total cash increased by $0.5 billion primarily due to increased deposits.Total liabilities increased by $2.9 billion or 22.5%, to $15.8 billion at June 30, 2022, up from $12.9 billion at June 30, 2021. The increase in total liabilities resulted primarily from growth in deposits of $3.1 billion, partially offset by decreased securities loaned of $0.3 billion and decreased advances from the Federal Home Loan Bank of $0.2 billion. Stockholders’ equity increased by $242.0 million, or 17.3%, to $1.6 billion at June 30, 2022, up from $1.4 billion at June 30, 2021. The
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increase was largely the result of $240.7 million in net income for the fiscal year, $6.8 million vesting and issuance of RSUs and stock-based compensation expense, partially offset by a $5.4 million unrealized loss in other comprehensive income, net of tax.
USERESULTS OF NON-GAAP FINANCIAL MEASURESOPERATIONS
In additionOur results of operations depend on our net interest income, which is the difference between interest income on interest-earning assets and interest expense on interest-bearing liabilities. Our net interest income has increased as a result of the growth in our interest earning assets and is subject to competitive factors in online banking and other markets. Our net interest income is reduced by our estimate of credit loss provisions for our loan portfolio. We also earn non-interest income primarily from mortgage banking activities, banking products and service activity, our Securities Business, prepaid card fee income, prepayment fee income from multifamily and commercial borrowers who repay their loans before maturity and from gains on sales of other loans and investment securities. Losses on investment securities reduce non-interest income. The largest component of non-interest expense is salary and benefits, which is a function of the number of personnel, which increased to 1,335 full-time equivalent employees at June 30, 2022, from 1,165 full time employees at June 30, 2021. We are subject to federal and state income taxes, and our effective tax rates were 29.19%, 29.45% and 30.15% for the fiscal years ended June 30, 2022, 2021, and 2020, respectively. Other factors that affect our results of operations include expenses relating to data processing, advertising, depreciation, occupancy, professional services, and other miscellaneous expenses.
COMPARISON OF THE FISCAL YEARS ENDED JUNE 30, 2022 AND JUNE 30, 2021
Net Interest Income. The following table sets forth the effects of changing rates and volumes on our net interest income. Information is provided with respect to (i) effects on interest income and interest expense attributable to changes in volume (changes in volume multiplied by prior rate); and (ii) effects on interest income and interest expense attributable to changes in rate (changes in rate multiplied by prior volume). The change in interest due to both volume and rate has been allocated proportionally to both, based on their relative absolute values.
Fiscal Year Ended June 30, 2022 vs 2021
Increase (Decrease) Due to
(Dollars in thousands)VolumeRateTotal
Increase
(Decrease)
Increase (decrease) in interest income:
Loans$63,006 $(20,788)$42,218 
Interest-earning deposits in other financial institutions(602)2,918 2,316 
Investment securities(724)(1,884)(2,608)
Securities borrowed and margin lending2,314 (2,268)46 
Stock of the regulatory agencies72 (179)(107)
Total increase (decrease) in interest income$64,066 $(22,201)$41,865 
Increase (decrease) in interest expense:
Interest-bearing demand and savings$(1,735)$(7,243)$(8,978)
Time deposits(8,570)(9,361)(17,931)
Securities loaned2,301 (2,348)(47)
Advances from the FHLB180 (552)(372)
Other borrowings(1,486)2,263 777 
Total increase (decrease) in interest expense$(9,310)$(17,241)$(26,551)
Interest Income. Interest income for the fiscal year ended June 30, 2022 totaled $659.7 million, an increase of $41.9 million, or 6.8%, compared to $617.9 million in interest income for the fiscal year ended June 30, 2021 primarily due to growth in volume of interest-earning assets from loan originations, mainly from commercial real estate and commercial & industrial lending, partially offset by reduced rates on interest-earning assets. Average interest-earning assets for the fiscal year ended June 30, 2022 increased by $937.4 million compared to the results presentedfiscal year ended June 30, 2021 primarily due to loan originations for investment which totaled $10.4 billion during the year ended June 30, 2022. Yields on loans decreased by 18 basis points to 4.98% for the fiscal year ended June 30, 2022, primarily due to declines in accordance with GAAP, this report includes non-GAAP financial measures suchmarket interest rates. For the fiscal year ended June 30, 2022, the growth in average balances contributed additional interest income of $64.1 million, which was offset by a $22.2 million decrease in interest income due to declines in market interest rates. The average yield earned on our interest-earning assets was 4.49% for the fiscal year ended June 30, 2022, even compared to 4.49% in 2021.
Interest Expense. Interest expense totaled $52.6 million for the fiscal year ended June 30, 2022, a decrease of $26.6 million, or 33.6% compared to $79.1 million in interest expense during the fiscal year ended June 30, 2021, due primarily to a $1.7 billion increase in non-interest bearing deposits and decreased rates on deposits, as adjusted earnings, adjusted earnings per common share,a result of the Federal Reserve’s decision to maintain the Fed Funds target rate near zero for most of the fiscal year. The average rate paid on all of our interest-bearing liabilities decreased to 0.58% for the fiscal year ended June 30, 2022 from 0.79% for the fiscal year ended June 30, 2021, due primarily to decreased rates on deposits. Average interest-bearing liabilities for the fiscal year ended June 30, 2022
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decreased $873.3 million compared to fiscal 2021, offset by an increase in non-interest bearing deposits. The average rate on interest-bearing demand and tangible book value per common share. Non-GAAP financial measures have inherent limitations,savings deposits decreased to 0.30% from 0.40% due to decreases in prevailing deposit rates across the industry. The rates on borrowings, subordinated notes and debentures also increased to 4.36% from 3.65% due to rates in effect when borrowing for operational needs. The average rate on time deposits decreased to 1.11% for the fiscal year ended June 30, 2022 from 1.73% for the fiscal year ended June 30, 2021, due to higher rate maturing time deposits. The average non-interest-bearing demand deposits were $3,927.2 million for the fiscal year ended June 30, 2022, up from $2,182.0 million, representing an increase of $1,745.2 million.
Provision for Credit Losses. Provision for credit losses was $18.5 million for the fiscal year ended June 30, 2022 and $23.8 million for fiscal 2021. The decrease of $5.3 million for fiscal year 2022 was due to favorable changes in economic and business conditions resulting from reduced levels of disruptions from the COVID-19 pandemic, partially offset by loan growth and changes in loan mix. The provisions are not requiredmade to maintain our allowance for credit losses at levels which management believes to be uniformly applied and are not audited. Readers should be awareadequate. The assessment of these limitations and should be cautious as to their use of such measures. Although we believe the non-GAAP financial measures disclosed in this report enhance investors’ understandingadequacy of our businessallowance for credit losses is based upon a number of quantitative and performance, these non-GAAP measures should not be consideredqualitative factors, including levels and trends of past due and nonaccrual loans, loss history and changes in isolation, or asthe volume and mix of loans and collateral values.
See “Asset Quality and Allowance for Credit Losses - Loans” for discussion of our allowance for credit losses and the related loss provisions.
Non-interest Income. The following table sets forth information regarding our non-interest income:
For the Fiscal Year Ended June 30,
(Dollars in thousands)20222021
Prepayment penalty fee income$13,303 $7,166 
Gain on sale – other165 491 
Mortgage banking income19,033 42,150 
Advisory fee income29,230 — 
Broker-dealer fee income22,880 26,317 
Banking and service fees28,752 29,137 
Total non-interest income$113,363 $105,261 
Non-interest income totaled $113.4 million for the fiscal year ended June 30, 2022 compared to non-interest income of $105.3 million for fiscal 2021. The increase was primarily the result of a substitute for GAAP basis financial measures.
We define net$29.2 million increase in Advisory fee income withoutfrom custody and mutual fund fees earned by the after-tax impact of non-recurring acquisition-related costs,newly acquired AAS division and excess FDIC expense, and other costs (unusual or non-recurring charges), (“adjusted earnings”), a non-GAAP financial measure. Excess FDIC expense is defined as the higher insurance costs associated with increased levels of short-term brokered depositsprepayment penalty fee income of $6.1 million, partially offset by a decrease of $23.1 million in anticipation of the acquisition of deposits from Nationwide Bank. Other costs aremortgage banking income, mainly due to raising rates and a $15.3$3.4 million bad debt expense relateddecrease in broker-dealer fee income. Mortgage banking income for fiscal 2022 included a net mortgage servicing rights adjustment of approximately $2.3 million due to a correspondent customer of our clearing broker-dealer. Adjusted earnings per diluted common share (“adjusted EPS”), a non-GAAP financial


measure, is calculated by dividing non-GAAP adjusted earnings by the average number of diluted common shares outstanding during the period. We believe the non-GAAP measures of adjusted earningsexpected higher interest rates and adjusted EPS provide useful information about the Bank’s operating performance. Excluding the non-recurring acquisition related costs, excessive FDIC expense, and other costs provides investors with an understanding of Axos’ core business.slower mortgage prepayments.
Below is a reconciliation of net income to adjusted earnings and adjusted EPS (Non-GAAP)Non-interest Expense. The following table sets forth information regarding our non-interest expense for the periods shown:
For the Fiscal Year Ended June 30,
(Dollars in thousands)20222021
Salaries and related costs$167,390 $152,576 
Data processing50,159 40,719 
Depreciation and amortization24,596 24,124 
Advertising and promotional13,580 14,212 
Occupancy and equipment13,745 13,402 
Professional services22,482 22,241 
Broker-dealer clearing charges15,184 11,152 
FDIC and regulator fees11,823 10,603 
General and administrative expenses43,103 25,481 
Total non-interest expense$362,062 $314,510 
Non-interest expense totaled $362.1 million for the fiscal year ended June 30, 2022, an increase of $47.6 million compared to fiscal 2021. Salaries and related costs increased $14.8 million, or 9.7%, in fiscal 2022, generally due to the addition of AAS and the expansion of Bank operations specifically in areas related to lending and deposits. Our full time staff increased to 1,335 from 1,165 or 14.6% between fiscal years ended June 30, 2022 and 2021.
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 For Twelve Months Ended June 30,
(Dollars in thousands, except per share amounts)2019 2018
Net income$155,131
 $152,411
Acquisition-related costs
6,714
 1,470
Excess FDIC expense1,111
 
Other costs15,299
 
Income taxes(6,267) (535)
Adjusted earnings (Non-GAAP)$171,988
 $153,346
Adjusted EPS (Non-GAAP)$2.75
 $2.39
Data processing increased $9.4 million, primarily due to enhancements to customer interfaces and the Bank’s core processing system.
We define book value adjustedDepreciation and amortization, increased $0.5 million primarily due to amortization of intangibles as a result of the AAS acquisition and depreciation on lending platform enhancements and infrastructure development.
Advertising and promotional expense decreased $0.6 million, primarily due to reductions in mortgage lead generation and deposit marketing costs.
Occupancy and equipment expense increased $0.3 million, primarily due to annual cost increases in our office space lease agreements and the addition of an assumed office space lease for goodwillour AAS employees.
Professional services, which include accounting and other intangible assets as tangible book valuelegal fees, increased $0.2 million in fiscal 2022 compared to 2021. The increase in professional services was primarily due to increased legal and consulting expenses.
Broker-dealer clearing charges increased $4.0 million, primarily attributable to the acquisition of AAS and increased clearing charges due to higher activity.
The Federal Deposit Insurance Corporation (“tangible book value”FDIC”), a non-GAAP financial measure. Tangible book value is calculated using common stockholders’ equity minus mortgage servicing rights, goodwill and other intangible assets. Tangible book value per common share, a non-GAAP financial measure, is calculatedregulator fees increased by dividing tangible book value by the common shares outstanding$1.2 million in fiscal 2022 compared to fiscal 2021. The increase corresponds to growth in average liabilities at the endBank and increased assessment rates during fiscal 2022.
General and administrative expenses increased by $17.6 million in fiscal 2022 compared to 2021. The increase was primarily due to an $11.0 million charge due largely to a one-time resolution of a contractual claim, a $5.3 million provision to the unfunded loan commitment liability and increased travel costs of $2.1 million.
Income Tax Expense. Income tax expense was $99.2 million for the fiscal year ended June 30, 2022 compared to $90.0 million for fiscal 2021. Our effective tax rates were 29.19% and 29.45% for the fiscal years ended June 30, 2022 and 2021, respectively.
The Company received federal and state tax credits for the years ended June 30, 2022 and 2021, respectively. These tax credits reduced the effective tax rate by approximately 0.44% and 0.59%, respectively.
SEGMENT RESULTS
The Company determines reportable segments based on the services offered, the significance of the period. We believe tangible book value per common share is useful in evaluatingservices offered, the significance of those services to the Company’s capital strength, financial condition and ability to manage potential losses.
Below is a reconciliation of total stockholders’ equity to tangible book value (Non-GAAP) asoperating results and management’s regular review of the dates indicated:operating results of those services. The Company operates through two operating segments: Banking Business and Securities Business. In order to reconcile the two segments to the consolidated totals, the Company includes parent-only activities and intercompany eliminations. The following tables present the operating results of the segments:
Fiscal Year Ended June 30, 2022
(Dollars in thousands)Banking BusinessSecurities BusinessCorporate/EliminationsAxos Consolidated
Net interest income$597,833 $17,580 $(8,255)$607,158 
Provision for credit losses18,500 — — 18,500 
Non-interest income60,881 64,069 (11,587)113,363 
Non-interest expense274,079 84,014 3,969 362,062 
Income (loss) before taxes$366,135 $(2,365)$(23,811)$339,959 
Fiscal Year Ended June 30, 2021
(Dollars in thousands)Banking BusinessSecurities BusinessCorporate/EliminationsAxos Consolidated
Net interest income$527,760 $18,746 $(7,764)$538,742 
Provision for credit losses23,750 — — 23,750 
Non-interest income79,150 27,627 (1,516)105,261 
Non-interest expense254,596 48,095 11,819 314,510 
Income (loss) before taxes$328,564 $(1,722)$(21,099)$305,743 
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 At the Fiscal Years Ended June 30,
(Dollars in thousands, except per share amounts)2019 2018 2017 2016 2015
Total stockholders’ equity$1,073,050
 $960,513
 $834,247
 $683,590
 $533,526
Less: preferred stock5,063
 5,063
 5,063
 5,063
 5,063
Common stockholders’ equity1,067,987
 955,450
 829,184
 678,527
 528,463
Less: mortgage servicing rights, carried at fair value9,784
 10,752
 7,200
 3,943
 2,098
Less: goodwill and intangible assets134,893
 67,788
 
 
 
Tangible common stockholders’ equity (Non-GAAP)$923,310
 $876,910
 $821,984
 $674,584
 $526,365
Common shares outstanding at end of period61,128,817
 62,688,064
 63,536,244
 63,219,392
 62,075,004
Tangible book value per common share (Non-GAAP)$15.10
 $13.99
 $12.94
 $10.67
 $8.48
Banking Business

For the fiscal year ended June 30, 2022, we had pre-tax income of $366.1 million compared to pre-tax income of $328.6 million for the fiscal year ended June 30, 2021. For the fiscal year ended June 30, 2022, the increase in pre-tax income was primarily related to increased net interest income due in large part to growth in volume of interest-earning assets from loan originations, primarily from commercial real estate and commercial & industrial lending, a decline in rates of interest-bearing demand and savings deposits and time deposits, growth in non-interest bearing deposits and a decrease in provision for credit losses, partially offset by a decrease in mortgage banking and an increase in non-interest expense.
We consider the ratios shown in the table below to be key indicators of the performance of our Banking Business segment:
AVERAGE BALANCES, NET INTEREST INCOME, YIELDS EARNED AND RATES PAID
Fiscal Year Ended
June 30, 2022June 30, 2021
Efficiency ratio41.61 %41.95 %
Return on average assets1.64 %1.76 %
Interest rate spread4.18 %3.92 %
Net interest margin4.36 %4.11 %
Our Banking segment’s net interest margin exceeds our consolidated net interest margin. Our consolidated net interest margin includes certain items that are not reflected in the calculation of our net interest margin within our Banking Business and reduce our consolidated net interest margin, such as the borrowing costs at the Company and the yields and costs associated with certain items within interest-earning assets and interest-bearing liabilities in our Securities Business, including items related to securities financing operations.
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The following tables set forth, for the periods indicated,table presents our Banking segment’s information regarding (i) average balances; (ii) the total amount of interest income from interest-earning assets and the weighted average yields on such assets; (iii) the total amount of interest expense on interest-bearing liabilities and the weighted average rates paid on such liabilities; (iv) net interest income; (v) interest rate spread; and (vi) net interest margin:
For the Fiscal Years Ended June 30,For the Fiscal Years Ended June 30,
2019 2018 201720222021
(Dollars in thousands)
Average
Balance1
 
Interest
Income /
Expense
 
Average
Yields
Earned /
Rates  Paid
 
Average
Balance1
 
Interest
Income /
Expense
 
Average
Yields
Earned /
Rates  Paid
 
Average
Balance1
 
Interest
Income /
Expense
 
Average
Yields
Earned /
Rates  Paid
(Dollars in thousands)
Average Balance1
Interest Income/ ExpenseAverage Yields Earned/Rates Paid
Average Balance1
Interest Income/ExpenseAverage Yields Earned/Rates Paid
Assets:                 Assets:
Loans and leases2,3
$8,974,820
 $525,317
 5.85% $7,893,072
 $446,991
 5.66% $6,819,102
 $358,849
 5.26%
Loans2,3
Loans2,3
$12,539,502 $624,501 4.98 %$11,287,008 $581,504 5.15 %
Interest-earning deposits in other financial institutions631,228
 13,495
 2.14% 807,348
 12,450
 1.54% 658,580
 5,204
 0.79%Interest-earning deposits in other financial institutions953,490 3,189 0.33 %1,329,029 1,359 0.10 %
Investment securities210,189
 13,943
 6.63% 209,434
 11,335
 5.41% 393,334
 16,889
 4.29%
Securities borrowed and margin lending173,829
 8,746
 5.03% N/A
 N/A
 % N/A
 N/A
 %
Stock of the regulatory agencies41,078
 3,386
 8.24% 61,222
 4,298
 7.02% 55,577
 6,344
 11.41%
Investment securities3
Investment securities3
198,637 7,410 3.73 %221,213 10,166 4.60 %
Stock of the regulatory agencies, at costStock of the regulatory agencies, at cost18,789 1,132 6.02 %17,250 932 5.40 %
Total interest-earning assets10,031,144
 564,887
 5.63% 8,971,076
 475,074
 5.30% 7,926,593
 387,286
 4.89%Total interest-earning assets13,710,418 636,232 4.64 %12,854,500 593,961 4.62 %
Non-interest-earning assets234,993
     100,380
     116,545
    Non-interest-earning assets296,228 172,712 
Total assets$10,266,137
     $9,071,456
     $8,043,138
    
Liabilities and Stockholders’ Equity:                 
Total AssetsTotal Assets$14,006,646 $13,027,212 
Liabilities and Stockholder's Equity:Liabilities and Stockholder's Equity:
Interest-bearing demand and savings$3,906,833
 $61,391
 1.57% $4,706,238
 $54,013
 1.15% $4,619,769
 $34,556
 0.75%Interest-bearing demand and savings$6,843,840 $20,207 0.30 %$7,324,855 $29,626 0.40 %
Time deposits2,322,039
 55,689
 2.40% 990,635
 25,838
 2.61% 941,919
 21,938
 2.33%Time deposits1,226,774 13,567 1.11 %1,825,795 31,498 1.73 %
Securities sold under agreements to repurchase
 
 % 5,575
 229
 4.11% 33,068
 1,465
 4.43%
Securities loaned221,469
 748
 0.34% N/A
 N/A
 % N/A
 N/A
 %
Advances from the FHLB1,397,460
 32,834
 2.35% 1,296,120
 22,848
 1.76% 798,982
 12,403
 1.55%Advances from the FHLB349,796 4,625 1.32 %211,077 4,672 2.21 %
Borrowings, subordinated notes and debentures104,287
 5,620
 5.39% 54,522
 3,652
 6.70% 55,873
 3,697
 6.62%Borrowings, subordinated notes and debentures93 — — %116,255 406 0.35 %
Total interest-bearing liabilities7,952,088
 156,282
 1.97% 7,053,090
 106,580
 1.51% 6,449,611
 74,059
 1.15%Total interest-bearing liabilities$8,420,503 $38,399 0.46 %$9,477,982 $66,202 0.70 %
Non-interest-bearing demand deposits1,227,285
     1,052,944
     774,411
    Non-interest-bearing demand deposits4,012,615 2,209,932 
Other non-interest-bearing liabilities76,651
     68,361
     58,040
    Other non-interest-bearing liabilities143,841 121,545 
Stockholders’ equity1,010,113
     897,061
     761,076
    
Total liabilities and stockholders’ equity$10,266,137
     $9,071,456
     $8,043,138
    
Stockholder's equityStockholder's equity1,429,687 1,217,753 
Total Liabilities and Stockholders' EquityTotal Liabilities and Stockholders' Equity$14,006,646 $13,027,212 
Net interest income  $408,605
     $368,494
     $313,227
  Net interest income$597,833 $527,759 
Interest rate spread4
    3.66%     3.79%     3.74%
Interest rate spread4
4.18 %3.92 %
Net interest margin5
    4.07%     4.11%     3.95%
Net interest margin5
4.36 %4.11 %
1Average balances are obtained from daily data.
2Loans and leases include loans held for sale, loan and lease premiums discounts and unearned fees.
3Interest income includes reductions for amortization of loan and lease and investment securities premiums and earnings from accretion of discounts and loan fees. Loans include average balances of $26.4 million and lease fees. Loan and lease fee income is not significant. Also includes$28.7$27.2 million as of June 30, 2019, $29.3 million as of June 30, 2018and $30.3 million as of June 30, 2017 of loans that qualify for Community Reinvestment Act creditloans which are taxed at a reduced rate.rate for the 2022 and 2021 twelve-month periods, respectively.
4Interest rate spread represents the difference between the weighted average yield on interest-earning assets and the weighted average rate paid on interest-bearing liabilities.
5Net interest margin represents annualized net interest income as a percentage of average interest-earning assets.
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Net Interest Income. The following table sets forth the effects of changing rates and volumes on our net interest income. Information is provided with respect to (i) effects on interest income and interest expense attributable to changes in volume (changes in volume multiplied by prior rate); and (ii) effects on interest income and interest expense attributable to changes in rate (changes in rate multiplied by prior volume). The change in interest due to both volume and rate has been allocated proportionally to both, based on their relative absolute values.
Fiscal Year Ended June 30, 2022 vs 2021
Increase (Decrease) Due to
(Dollars in thousands)VolumeRateTotal
Increase
(Decrease)
Increase (decrease) in interest income:
Loans and leases$62,716 $(19,719)$42,997 
Interest-earning deposits in other financial institutions(469)2,299 1,830 
Investment securities(965)(1,791)(2,756)
Stock of the regulatory agencies87 113 200 
Total increase (decrease) in interest income$61,369 $(19,098)$42,271 
Increase (decrease) in interest expense:
Interest-bearing demand and savings$(1,959)$(7,460)$(9,419)
Time deposits(8,570)(9,361)(17,931)
Advances from the FHLB2,301 (2,348)(47)
Other borrowings(203)(203)(406)
Total increase (decrease) in interest expense$(8,431)$(19,372)$(27,803)
The Banking segment’s net interest income for the fiscal year ended June 30, 2022 totaled $597.8 million, an increase of 13.3%, compared to net interest income of $527.8 million for the fiscal year ended June 30, 2021. The growth of net interest income is primarily attributable to growth in volume of interest-earning assets from loan originations, primarily from commercial real estate and commercial & industrial lending, a decline in rates of interest-bearing demand and savings deposits and time deposits and growth in non-interest bearing deposits.
The Banking segment’s non-interest income decreased $18.2 million during the fiscal year ended June 30, 2022 to $60.9 million from the $79.2 million for the fiscal year ended June 30, 2021. The decrease in non-interest income for the fiscal year ended June 30, 2022, was primarily the result of a decrease in mortgage banking income of $23.1 million driven by the increase in mortgage rates partially offset by an increase of $6.1 million in prepayment penalty fee income.
Non-interest expense totaled $274.1 million for the fiscal year ended June 30, 2022, an increase of $19.5 million compared to fiscal 2021. General and administrative expenses increased by $16.4 million primarily due to an $11.0 million charge due largely to a one-time resolution of a contractual claim and a $5.3 million provision to the unfunded loan commitment liability, an increase in advertising and promotional expense of $8.6 million primarily due to costs paid to our Securities Segment for non-interest bearing deposits, a $5.8 million increase in data processing expense for systems enhancements, partially offset by a decrease of $4.7 million in salaries and related costs.
Securities Business
For the fiscal year ended June 30, 2022, our Securities Business segment had a loss before taxes of $2.4 million compared to the loss before taxes of $1.7 million for the fiscal year ended June 30, 2021.
The following table provides our Securities Business operating results:
For the Fiscal Year Ended June 30,
(Dollars in thousands)20222021
Net interest income$17,580 $18,746 
Non-interest income64,069 27,627 
Non-interest expense84,014 48,095 
Income (Loss) before taxes$(2,365)$(1,722)
Net interest income for the fiscal year ended June 30, 2022 was $17.6 million compared to $18.7 million for the fiscal year ended June 30, 2021. The decrease was primarily a result of a decrease in the rates earned on securities borrowed and margin lending. In the Securities Business, interest is earned through margin loan balances, securities borrowed, and cash deposit balances. Interest expense is incurred from cash borrowed through bank lines and securities lending.
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Non-interest income totaled $64.1 million for the fiscal year ended June 30, 2022, an increase of $36.4 million compared to the $27.6 million during the fiscal year ended June 30, 2021. The increase was primarily attributable to a $28.3 million increase related to the addition of AAS custody and mutual funds fees, an increase of $10.3 million in fees earned on FDIC insured bank deposits, partially offset by a decrease of $1.2 million in correspondent fees, and a decrease of $1.3 million of clearing and custodial related fees.
Non-interest expense was $84.0 million during the fiscal year ended June 30, 2022, an increase of $35.9 million compared to $48.1 million during the fiscal year ended June 30, 2021. The increase was primarily related to an increase of $16.9 million in salaries and related expenses related to staffing and the acquisition of AAS, an increase of $4.1 million depreciation and amortization expense, an increase of $4.0 million in broker-dealer clearing charges, an increase of $3.6 million in data processing, an increase of $2.7 million occupancy and equipment expense, an increase of $1.4 million advertising and promotional expense, and an increase of $1.4 million general and administrative expenses. The increases were primarily the result of the addition of AAS.
Selected information concerning Axos Clearing LLC follows as of or for the year ended:
June 30,
(Dollars in thousands)20222021
Compensation as a % of net revenue38.0 %32.4 %
FDIC insured program balances (end of period)$3,452,358 $730,248 
Customer margin balances (end of period)$285,894 $327,148 
Customer funds on deposit, including short credits (end of period)$372,112 $322,153 
Clearing:
Total tickets1,236,292 2,053,362 
Correspondents (end of period)71 69 
Securities lending:
Interest-earning assets – stock borrowed (end of period)$338,980 $619,088 
Interest-bearing liabilities – stock loaned (end of period)$474,400 $728,988 
COMPARISON OF THE FISCAL YEARS ENDED JUNE 30, 2021 AND JUNE 30, 2020
Net Interest Income. Net interest income totaled $538.7 million for the fiscal year ended June 30, 2021 compared to $477.6 million for the fiscal year ended June 30, 2020. The following table sets forth the effects of changing rates and volumes on our net interest income. Information is provided with respect to (i) effects on interest income and interest expense attributable to changes in volume (changes in volume multiplied by prior rate); and (ii) effects on interest income and interest
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expense attributable to changes in rate (changes in rate multiplied by prior volume). The change in interest due to both volume and rate has been allocated proportionally to both, based on their relative absolute values.
Fiscal Year Ended June 30, 2021 vs 2020
Increase (Decrease) Due to
(Dollars in thousands)VolumeRateTotal
Increase
(Decrease)
Increase (decrease) in interest income:
Loan and Leases$63,934 $(62,272)$1,662 
Interest-earning deposits in other financial institutions5,473 (14,194)(8,721)
Investment securities(1,265)(236)(1,501)
Securities borrowed and margin lending9,287 (5,406)3,881 
Stock of the regulatory agencies(476)179 (297)
Total increase (decrease) in interest income$76,953 $(81,929)$(4,976)
Increase (decrease) in interest expense:
Interest-bearing demand and savings$23,234 $(61,086)$(37,852)
Time deposits(13,730)(14,805)(28,535)
Securities loaned544 273 817 
Advances from the FHLB(10,732)3,416 (7,316)
Other borrowings9,184 (2,405)6,779 
Total increase/(decrease) in interest expense$8,500 $(74,607)$(66,107)
Interest Income. Interest income for the fiscal year ended June 30, 2021 totaled $617.9 million, a decrease of $5.0 million, or 0.8%, compared to $622.8 million in interest income for the fiscal year ended June 30, 2020 primarily due to reduced rates on interest-earning assets, partially offset by growth in volume of interest-earning assets from loan originations, primarily from commercial real estate and commercial & industrial lending. Average interest-earning assets for the fiscal year ended June 30, 2021 increased by $2,167.7 million compared to the fiscal year ended June 30, 2020 primarily due to loan originations for investment which totaled $7,304.4 million during the year ended June 30, 2021. Yields on loans decreased by 58 basis points to 5.16% for the fiscal year ended June 30, 2021, primarily due to declines in market interest rates. For the fiscal year ended June 30, 2021, the growth in average balances contributed additional interest income of $77.0 million, which was offset by a $81.9 million decrease in interest income due to declines in market interest rates. The average yield earned on our interest-earning assets decreased to 4.49% for the fiscal year ended June 30, 2021, down from 5.37% in 2020 primarily due to decreases in loan yields and rates earned on deposits in other financial institutions. As a result of the Federal Reserve’s decisions to maintain the Fed Funds target rate near zero, the rates earned on our adjustable-rate loans are generally at their floor and the rates on newly originated loans are lower than the average rate of the loan portfolio.
Interest Expense. Interest expense totaled $79.1 million for the fiscal year ended June 30, 2021, a decrease of $66.1 million, or 45.5% compared to $145.2 million in interest expense during the fiscal year ended June 30, 2020, due primarily to a $192.0 million increase in non-interest bearing deposits and decreased rates on deposits, as a result of the Federal Reserve’s decisions to maintain the Fed Funds target rate near zero throughout the year, partially offset by greater volume of deposits due to growth. The average rate paid on all of our interest-bearing liabilities decreased to 0.79% for the fiscal year ended June 30, 2021 from 1.72% for the fiscal year ended June 30, 2020, due primarily to decreased rates on deposits. Average interest-bearing liabilities for the fiscal year ended June 30, 2021 increased $1,569.4 million compared to fiscal 2020. The average rate on interest-bearing demand and savings deposits decreased to 0.40% from 1.38% due to decreases in prevailing deposit rates across the industry. The rates on borrowing, subordinated notes and debentures also decreased to 3.65% from 5.45% due primarily to the mix of borrowings. The average rate on time deposits increased to 1.73% for the fiscal year ended June 30, 2021 from 2.42% for the fiscal year ended June 30, 2020, due to higher rate maturing time deposits. The average non-interest-bearing demand deposits were $2,182.0 million for the fiscal year ended June 30, 2021, up from $1,990.0 million, representing an increase of $192.0 million.
Provision for Credit Losses. Provision for credit losses was $23.8 million for the fiscal year ended June 30, 2021 and $42.2 million for fiscal 2020. The decrease was due to the decrease in provisions associated with non-recurring Refund Advance loans and macroeconomic updates relating to COVID-19. The provisions are made to maintain our allowance for credit losses at levels which management believes to be adequate. The assessment of the adequacy of our allowance for credit losses is based upon a number of quantitative and qualitative factors, including levels and trends of past due and nonaccrual loans, loss history and changes in the volume and mix of loans and collateral values.
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See “Asset Quality and Allowance for Credit Losses - Loans” for discussion of our allowance for loan and lease losses and the related loss provisions.
Non-interest Income. The following table sets forth information regarding our non-interest income:
For the Fiscal Year Ended June 30,
(Dollars in thousands)20212020
Prepayment penalty fee income$7,166 $5,993 
Gain on sale-other491 6,871 
Mortgage banking income42,150 20,646 
Broker-dealer fee income26,317 23,210 
Banking and service fees29,137 46,267 
Total non-interest income$105,261 $102,987 
Through our agreement with H&R Block, Inc. (“H&R Block”) and its wholly-owned subsidiaries the Bank earned significant non-interest income by providing H&R Block-branded financial products and services. On July 1, 2020, the Bank received written notification from Emerald Financial Services, LLC (“EFS”), a subsidiary of H&R Block, terminating the Program Management Agreement (“PMA”) covering the Emerald Prepaid Mastercard®, Refund Transfer and Emerald Advance products, effective July 1, 2020. While the PMA has been terminated, the Bank continued to perform certain services under the PMA until the services were fully transitioned to another bank in December 2020. Historically, the primary non-interest income generating H&R Block products and services that lead to the increased banking and service fees are Emerald Prepaid Mastercard® (“EPC”) and Refund Transfer (“RT”).
Non-interest income totaled $105.3 million for the fiscal year ended June 30, 2021 compared to non-interest income of $103.0 million for fiscal 2020. The increase was primarily the result of an increase of $21.5 million in mortgage banking income, resulting from an increase in originations and sales of loans held-for-sale due to the decline in market interest rates, an increase of $3.1 million in broker-dealer fee income, and increased levels of prepayment penalty fee income by $1.2 million, partially offset by a decrease of $17.1 million in banking and service fees, primarily due to Emerald Prepaid Mastercard® and Refund Transfer products associated with H&R Block that did not recur in fiscal 2021, and a $6.4 million decrease in gain on sale-other, as certain sales of lottery receivables and sales of Refund Advance loans to H&R Block in fiscal 2020 did not recur in fiscal 2021. Banking and service fees includes H&R Block-branded product fees, deposit fees, fee income from prepaid card sponsors, and certain C&I loan fees. The primary non-interest income-generating H&R Block products and services that led to increased levels of banking and service fees in fiscal 2020 are EPC and RT. For the fiscal year ended June 30, 2021, EPC was $2.6 million compared to $7.8 million for fiscal 2020. For the fiscal year ended June 30, 2021, RT was $1.4 million compared to $11.5 million for fiscal 2020.
Included in gain on sale – other are sales of unsecured and secured consumer and business loans originated through introductions from our third-party partner relationships and sales of structured settlement annuity and state lottery receivables. We engage in the wholesale and retail purchase of state lottery prize and structured settlement annuity payments. These payments are high credit quality deferred payment receivables having a state lottery commission or investment grade (top two tiers) insurance company payor. The Bank originates contracts for the retail purchase of such payments and classifies these under the category of Other in the loan portfolio. Factoring yields are typically higher than mortgage loan rates. Typically, the gain received upon sale of these payment streams is greater than the gain received from an equivalent amount of mortgage loan sales. Since 2013, pools of structured settlement receivables have been originated for sale depending upon management’s assessment of interest rate risk, liquidity, and offers containing favorable terms and are classified on our balance sheet as loans held for sale. Increased sales on favorable terms during fiscal 2020 resulted in an increase in gain on sale from structured settlement annuity and state lottery receivables. Such sales did not recur to the same degree for during fiscal 2021.
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Non-interest Expense. The following table sets forth information regarding our non-interest expense for the periods shown:
For the Fiscal Year Ended June 30,
(Dollars in thousands)20212020
Salaries and related costs$152,576 $144,341 
Data processing and internet40,719 30,671 
Depreciation and amortization24,124 24,443 
Advertising and promotional14,212 14,523 
Occupancy and equipment13,402 12,059 
Professional services22,241 11,095 
Broker-dealer clearing charges11,152 8,210 
FDIC and regulator fees10,603 5,538 
General and administrative25,481 24,886 
Total non-interest expense$314,510 $275,766 
Non-interest expense totaled $314.5 million for the fiscal year ended June 30, 2021, an increase of $38.7 million compared to fiscal 2020. Salaries and related costs increased $8.2 million, or 5.7%, in fiscal 2021 primarily due to the staffing additions from increased staffing levels to support expansion in the Banking segment, specifically for lending and information technology infrastructure development activities. Our staff increased to 1165 from 1099 or 6.0% between fiscal year ended June 30, 2021 and 2020 and increased to 1099 from 1007 or 9.1% between fiscal year ended June 30, 2020 and 2019.
Data processing increased $10.0 million, primarily due to enhancements to customer interfaces and the Bank’s core processing system.
Advertising and promotion expense increased $0.3 million, primarily due to reductions in deposit marketing throughout the year.
Depreciation and amortization, decreased $0.3 million primarily due to reduced depreciation on computer hardware and furniture and fixtures.
Occupancy and equipment expense increased $1.3 million, primarily due to the timing of new property leases and an impairment reserve charge on the early exit of a property lease of $0.9 million during fiscal 2021.
Professional services, which include accounting and legal fees, increased $11.1 million in fiscal 2021 compared to 2020. The increase in professional services was primarily due to increased legal and consulting expenses.
The Federal Deposit Insurance Corporation (“FDIC”) and regulator fee increased by $5.1 million in fiscal 2021 compared to fiscal 2020. The The increase corresponds to growth in average liabilities and small bank assessment credits received from the FDIC during fiscal 2020 which did not recur in fiscal 2021.
Broker-dealer clearing charges increased $2.9 million primarily due to increased correspondent and market activity.
General and administrative expenses increased by $0.6 million in fiscal 2021 compared to 2020. The increase was primarily due increased deposit servicing expenses.
Income Tax Expense. Income tax expense was $90.0 million for the fiscal year ended June 30, 2021 compared to $79.2 million for fiscal 2020. Our effective tax rates were 29.45% and 30.15% for the fiscal years ended June 30, 2021 and 2020, respectively.
As of June 30, 2020, the Company determined that certain stock-based compensation awards would not be granted under the plan, and the deferred tax assets related to these awards will not be realized. Accordingly, the Company wrote-off $6.8 million of a stock-based compensation deferred tax asset, resulting in a $2.0 million increase in tax expense for fiscal 2020.
The Company received federal and state tax credits for the years ended June 30, 2021 and 2020, respectively. These tax credits reduced the effective tax rate by approximately 0.59% and 0.77%, respectively.
SEGMENT RESULTS
The Company determines reportable segments based on the services offered, the significance of the services offered, the significance of those services to the Company’s financial condition and operating results and management’s regular review
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of the operating results of those services. The Company operates through two operating segments: Banking Business and Securities Business. In order to reconcile the two segments to the consolidated totals, the Company includes parent-only activities and intercompany eliminations. The following tables present the operating results of the segments:
Fiscal Year Ended June 30, 2021
(Dollars in thousands)Banking BusinessSecurities BusinessCorporate/EliminationsAxos Consolidated
Net interest income$527,760 $18,746 $(7,764)$538,742 
Provision for credit losses23,750 — — 23,750 
Non-interest income79,150 27,627 (1,516)105,261 
Non-interest expense254,596 48,095 11,819 314,510 
Income before taxes$328,564 $(1,722)$(21,099)$305,743 
Fiscal Year Ended June 30, 2020
(Dollars in thousands)Banking BusinessSecurities BusinessCorporate/EliminationsAxos Consolidated
Net interest income$464,448 $16,630 $(3,467)$477,611 
Provision for credit losses42,200 — — 42,200 
Non-interest income80,374 24,817 (2,204)102,987 
Non-interest expense216,895 43,525 15,346 275,766 
Income before taxes$285,727 $(2,078)$(21,017)$262,632 
Banking Business
For the fiscal year ended June 30, 2021, we had pre-tax income of $328.6 million compared to pre-tax income of $285.7 million for the fiscal year ended June 30, 2020. For the fiscal year ended June 30, 2021, the increase in pre-tax income was primarily related to increased net interest income due to loan and deposit growth.
We consider the ratios shown in the table below to be key indicators of the performance of our Banking Business segment:
Fiscal Year Ended
June 30, 2021June 30, 2020
Efficiency ratio41.95 %39.81 %
Return on average assets1.76 %1.78 %
Interest rate spread3.92 %3.72 %
Net interest margin4.11 %4.19 %
Our Banking segment’s net interest margin exceeds our consolidated net interest margin. Our consolidated net interest margin includes certain items that are not reflected in the calculation of our net interest margin within our Banking Business and reduce our consolidated net interest margin, such as the borrowing costs at our Holding Company and the yields and costs associated with certain items within interest-earning assets and interest-bearing liabilities in our Securities Business, including items related to securities financing operations.
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The following table presents our Banking segment’s information regarding (i) average balances; (ii) the total amount of interest income from interest-earning assets and the weighted average yields on such assets; (iii) the total amount of interest expense on interest-bearing liabilities and the weighted average rates paid on such liabilities; (iv) net interest income; (v) interest rate spread; and (vi) net interest margin for the twelve months ended June 30, 2021 and 2020:
For the Fiscal Years Ended June 30,
20212020
(Dollars in thousands)
Average Balance1
Interest Income/ ExpenseAverage Yields Earned/Rates Paid
Average Balance1
Interest Income/ExpenseAverage Yields Earned/Rates Paid
Assets:
Loans2,3
$11,287,008 $581,504 5.15 %$10,122,818 $581,518 5.74 %
Interest-earning deposits in other financial institutions1,329,029 1,359 0.10 %700,659 8,839 1.26 %
Investment securities3
221,213 10,166 4.60 %235,893 11,661 4.94 %
Stock of the regulatory agencies, at cost17,250 932 5.40 %25,696 1,532 5.96 %
Total interest-earning assets$12,854,500 $593,961 4.62 %$11,085,066 $603,550 5.44 %
Non-interest-earning assets172,712 188,625 
Total Assets$13,027,212 $11,273,691 
Liabilities and Stockholder's Equity:
Interest-bearing demand and savings$7,324,855 $29,626 0.40 %$4,864,591 $67,070 1.38 %
Time deposits1,825,795 31,498 1.73 %2,482,151 60,033 2.42 %
Advances from the FHLB211,077 4,672 2.21 %747,358 11,988 1.60 %
Borrowings, subordinated notes and debentures116,255 406 0.35 %3,092 11 0.36 %
Total interest-bearing liabilities$9,477,982 $66,202 0.70 %$8,097,192 $139,102 1.72 %
Non-interest-bearing demand deposits2,209,932 2,000,755 
Other non-interest-bearing liabilities121,545 85,951 
Stockholder's equity$1,217,753 $1,089,793 
Total Liabilities and Stockholders' Equity$13,027,212 $11,273,691 
Net interest income$527,759 $464,448 
Interest rate spread4
3.92 %3.72 %
Net interest margin5
4.11 %4.19 %
1Average balances are obtained from daily data.
2Loans include loans held for sale, loan premiums and unearned fees.
3Interest income includes reductions for amortization of loan and investment securities premiums and earnings from accretion of discounts and loan fees. Loans include average balances of $27.2 million and $28.0 million of Community Reinvestment Act loans which are taxed at a reduced rate for the 2021 and 2020 twelve-month periods, respectively.
4Interest rate spread represents the difference between the weighted average yield on interest-earning assets and the weighted average rate paid on interest-bearing liabilities.
5Net interest margin represents annualized net interest income as a percentage of average interest-earning assets.
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Net Interest Income. Net interest income totaled $527.8 million for the fiscal year ended June 30, 2021 compared to $464.4 million for the fiscal year ended June 30, 2020. The following table sets forth the effects of changing rates and volumes on our net interest income. Information is provided with respect to (i) effects on interest income and interest expense attributable to changes in volume (changes in volume multiplied by prior rate); and (ii) effects on interest income and interest expense attributable to changes in rate (changes in rate multiplied by prior volume). The change in interest due to both volume and rate has been allocated proportionally to both, based on their relative absolute values.
Fiscal Year Ended June 30, 2021 vs 2020
Increase (Decrease) Due to
(Dollars in thousands)VolumeRateTotal
Increase
(Decrease)
Increase (decrease) in interest income:
Loans and leases$63,068 $(63,082)$(14)
Interest-earning deposits in other financial institutions4,330 (11,810)(7,480)
Investment securities(710)(785)(1,495)
Stock of the regulatory agencies(466)(134)(600)
Total increase (decrease) in interest income$66,222 $(75,811)$(9,589)
Increase (decrease) in interest expense:
Interest-bearing demand and savings$24,084 $(61,528)$(37,444)
Time deposits(13,730)(14,805)(28,535)
Advances from the FHLB(10,732)3,416 (7,316)
Other borrowings395 — 395 
Total increase (decrease) in interest expense$17 $(72,917)$(72,900)
The Banking segment’s net interest income for the fiscal year ended June 30, 2021 totaled $527.8 million, an increase of 13.6%, compared to net interest income of $464.4 million for the fiscal year ended June 30, 2020. The growth of net interest income is primarily due to net loan portfolio growth and a reduction of rates paid on deposits.
The Banking segment’s non-interest income creased $1.2 million from $80.4 million to $79.2 million for the fiscal year ended June 30, 2021 compared to the fiscal year ended June 30, 2020. The decrease in non-interest income for the fiscal year ended June 30, 2021, as primarily the result of a decrease of $17.0 million in banking and service fees, primarily from Emerald Prepaid Mastercard® and Refund Transfer products associated with H&R Block that did not recur in fiscal 2021, and a $6.4 million decrease in gain on sale-other, as certain sales of lottery receivables and sales of Refund Advance loans to H&R Block in fiscal 2020 did not recur in fiscal 2021, partially offset by an increase in mortgage banking income of $21.0 million driven by the decline of mortgage rates to record lows over the year, and an increase of $1.2 million in prepayment penalty fee income.
Non-interest expense totaled $254.6 million for the fiscal year ended June 30, 2021, an increase of $37.7 million compared to fiscal 2020. Salaries and related costs increased $13.3 million, or 11.9%, in fiscal 2021 due to increased staffing levels to support growth in staffing specifically for lending and information technology infrastructure development activities, a $9.8 million increase in data processing expense for loan and deposit systems enhancements, a $7.9 million increase in professional services due to increased legal and consulting expenses, an increase of $4.9 million in FDIC and OCC standard regulatory charges due to growth in average liabilities and a small bank assessment credit received from the FDIC in fiscal 2020 which did not recur, and a $1.6 million increase in occupancy expense primarily due to an impairment reserve charge on the early exit of a property lease.
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Securities Business
For the fiscal year ended June 30, 2021, our Securities Business segment had a loss before taxes of $1.7 million an improvement of 17.1% compared to the loss before taxes of $2.1 million for the fiscal year ended June 30, 2020.
The following table provides our Securities Business operating results:
Fiscal Year Ended
(Dollars in thousands)June 30, 2021June 30, 2020
Net interest income$18,746 $16,630 
Non-interest income27,627 24,817 
Non-interest expense48,095 43,525 
Income (Loss) before income taxes$(1,722)$(2,078)
Net interest income for the fiscal year ended June 30, 2021 was $18.7 million compared to $16.6 million for the fiscal year ended June 30, 2020, an increase of $2.1 million due to increased activity. In the Securities business, interest is earned on margin loan balances, securities borrowed, and cash deposit balances. Interest expense is incurred from cash borrowed through bank lines and securities lending.
Non-interest income totaled $27.6 million for the fiscal year ended June 30, 2021, an increase of $2.8 million compared to the $24.8 million during the fiscal year ended June 30, 2020. Increased activity resulted in an increase of $3.3 million from correspondent fees and an increase of $2.7 million from clearing and custodial related fees, partially offset by a decrease of $3.9 million in fees earned on managing customers’ FDIC insured bank deposits due to decreased rates.
Non-interest expense was $48.1 million during the fiscal year ended June 30, 2021 an increase of $4.6 million for the $43.5 million during the fiscal year ended June 30, 2020. The increase was primarily the result of an increase broker-dealer clearing charges of $2.9 million due to increased activity and an increase in professional services of $2.1 million due to an increase in legal expenses.
Selected information concerning Axos Clearing LLC follows as or for the year ended:
June 30,
(Dollars in thousands)20212020
Compensation as a % of net revenue32.4 %39.2 %
FDIC insured program balances (end of period)$730,248 $450,251 
Customer margin balances (end of period)$327,148 $206,702 
Customer funds on deposit, including short credits (end of period)$322,153 $194,042 
Clearing:
Total tickets2,053,362 1,228,635 
Correspondents (end of period)69 61 
Securities lending:
Interest-earning assets – stock borrowed (end of period)$619,088 $222,368 
Interest-bearing liabilities – stock loaned (end of period)$728,988 $255,945 
COMPARISON OF FINANCIAL CONDITION AT JUNE 30, 2022 AND JUNE 30, 2021
Our total assets increased $3.1 billion, or 22.0%, to $17.4 billion, as of June 30, 2022, up from $14.3 billion at June 30, 2021. The loan portfolio increased $2.7 billion on a net basis, primarily from portfolio loan originations of $10.4 billion, less principal repayments and other adjustments of $7.7 billion. Total cash increased by $0.5 billion primarily due to increased deposits.Total liabilities increased by $2.9 billion or 22.5%, to $15.8 billion at June 30, 2022, up from $12.9 billion at June 30, 2021. The increase in total liabilities resulted primarily from growth in deposits of $3.1 billion, partially offset by decreased securities loaned of $0.3 billion and decreased advances from the Federal Home Loan Bank of $0.2 billion. Stockholders’ equity increased by $242.0 million, or 17.3%, to $1.6 billion at June 30, 2022, up from $1.4 billion at June 30, 2021. The
61


increase was largely the result of $240.7 million in net income for the fiscal year, $6.8 million vesting and issuance of RSUs and stock-based compensation expense, partially offset by a $5.4 million unrealized loss in other comprehensive income, net of tax.
RESULTS OF OPERATIONS
Our results of operations depend on our net interest income, which is the difference between interest income on interest-earning assets and interest expense on interest-bearing liabilities. Our net interest income has increased as a result of the growth in our interest earning assets and is subject to competitive factors in online banking and other markets. Our net interest income is reduced by our estimate of credit loss provisions for our loan and lease portfolio. We also earn non-interest income primarily from mortgage banking activities, banking products and service activity, our Securities Business, prepaid card fee income, prepayment fee income from multifamily and commercial borrowers who repay their loans before maturity and from gains on sales of other loans and investment securities. Losses on investment securities reduce non-interest income. The largest component of non-interest expense is salary and benefits, which is a function of the number of personnel, which increased to 1,335 full-time equivalent employees at June 30, 2022, from 8011,165 full time employees at June 30, 2018 to 1007 full-time equivalent employees at June 30, 2019.2021. We are subject to federal and state income taxes, and our effective tax rates were 27.10%29.19%, 36.42%29.45% and 42.10%30.15% for the fiscal years ended June 30, 2019, 2018,2022, 2021, and 2017,2020, respectively. Other factors that affect our results of operations include expenses relating to data processing, advertising, depreciation, occupancy, professional services, and other miscellaneous expenses.
COMPARISON OF THE FISCAL YEARYEARS ENDED JUNE 30, 20192022 AND JUNE 30, 20182021
Net Interest Income. Net interest income totaled $408.6 million for the fiscal year ended June 30, 2019 compared to $368.5 million for the fiscal year ended June 30, 2018. The following table sets forth the effects of changing rates and volumes on our net interest income. Information is provided with respect to (i) effects on interest income and interest expense attributable to changes in volume (changes in volume multiplied by prior rate); and (ii) effects on interest income and interest expense attributable to changes in rate (changes in rate multiplied by prior volume). The change in interest due to both volume and rate has been allocated proportionally to both, based on their relative absolute values.
Fiscal Year Ended June 30, 2019 vs 2018Fiscal Year Ended June 30, 2022 vs 2021
Increase (Decrease) Due toIncrease (Decrease) Due to
(Dollars in thousands)Volume Rate Total
Increase
(Decrease)
(Dollars in thousands)VolumeRateTotal
Increase
(Decrease)
Increase (decrease) in interest income:     Increase (decrease) in interest income:
Loans and leases$62,915
 $15,411
 $78,326
Federal funds sold

 
 

LoansLoans$63,006 $(20,788)$42,218 
Interest-earning deposits in other financial institutions(3,102) 4,147
 1,045
Interest-earning deposits in other financial institutions(602)2,918 2,316 
Investment securities41
 2,567
 2,608
Investment securities(724)(1,884)(2,608)
Securities borrowed and margin lending8,746
 
 8,746
Securities borrowed and margin lending2,314 (2,268)46 
Stock of the regulatory agencies(1,574) 662
 (912)Stock of the regulatory agencies72 (179)(107)
Total increase (decrease) in interest income$67,026
 $22,787
 $89,813
Total increase (decrease) in interest income$64,066 $(22,201)$41,865 
Increase (decrease) in interest expense:     Increase (decrease) in interest expense:
Interest-bearing demand and savings$(10,207) $17,585
 $7,378
Interest-bearing demand and savings$(1,735)$(7,243)$(8,978)
Time deposits32,090
 (2,239) 29,851
Time deposits(8,570)(9,361)(17,931)
Securities sold under agreements to repurchase(229) 
 (229)
Securities loaned748
 
 748
Securities loaned2,301 (2,348)(47)
Advances from the FHLB1,889
 8,097
 9,986
Advances from the FHLB180 (552)(372)
Other borrowings2,797
 (829) 1,968
Other borrowings(1,486)2,263 777 
Total increase (decrease) in interest expense$27,088
 $22,614
 $49,702
Total increase (decrease) in interest expense$(9,310)$(17,241)$(26,551)
Interest Income. Interest income for the fiscal year ended June 30, 20192022 totaled $564.9$659.7 million, an increase of $89.8$41.9 million, or 18.9%6.8%, compared to $475.1$617.9 million in interest income for the fiscal year ended June 30, 20182021 primarily due to growth in volume of interest-earning assets from loan originations, primarilymainly from commercial real estate and commercial & industrial lending, and the addition of securities borrowed and margin lending from our new securities segment.partially offset by reduced rates on interest-earning assets. Average interest-earning assets for the fiscal year ended June 30, 20192022 increased by $1,060.1$937.4 million compared to the fiscal year ended June 30, 20182021 primarily due to loan and lease originations for investment which increased $1,011.5 milliontotaled $10.4 billion during the year ended June 30, 2019.2022. Yields on loans and leases increaseddecreased by 1918 basis points to 5.85%4.98% for the fiscal year ended June 30, 2019,2022, primarily due to increased yieldsdeclines in the single family, income property, and commercial & industrial loan products.market interest rates. For the fiscal year ended June 30, 2019,2022, the growth in average balances contributed additional interest income of $67.0$64.1 million, which was supplementedoffset by a $22.8$22.2 million increasedecrease in interest income due to the increasedeclines in average rate.market interest rates. The average yield earned on our interest-earning assets increased to 5.63%was 4.49% for the fiscal year ended June 30, 2019, up from 5.30% for the same period2022, even compared to 4.49% in 2018 primarily due to the increase in rate from loans and2021.


leases. As a result of the Federal Reserve decisions to increase the Fed Funds rate over the last year we have marked up our adjustable loans and have increased the market rates on new loans.
Interest Expense. Interest expense totaled $156.3$52.6 million for the fiscal year ended June 30, 2019, an increase2022, a decrease of $49.7$26.6 million, or 46.6%33.6% compared to $106.6$79.1 million in interest expense during the fiscal year ended June 30, 2018,2021, due primarily to greater volume of timea $1.7 billion increase in non-interest bearing deposits due to acquisition from Nationwide Bank and increaseddecreased rates on deposits, and advances, as a result of the Federal Reserve decisionsReserve’s decision to increasemaintain the Fed Funds target rate overnear zero for most of the lastfiscal year. The average rate paid on all of our interest-bearing liabilities increaseddecreased to 1.97%0.58% for the fiscal year ended June 30, 20192022 from 1.51%0.79% for the fiscal year ended June 30, 2018,2021, due primarily to increaseddecreased rates on deposits and advances from FHLB.deposits. Average interest-bearing liabilities for the fiscal year ended June 30, 2019 increased $899.02022
48


decreased $873.3 million compared to fiscal 2018.2021, offset by an increase in non-interest bearing deposits. The average rate on interest-bearing demand and savings deposits increaseddecreased to 1.57%0.30% from 1.15%0.40% due to increasesdecreases in prevailing deposit rates across the industry. The rates on advances from the FHLBborrowings, subordinated notes and debentures also increased to 2.35%4.36% from 1.76%3.65% due primarily to the Fed rate increases.rates in effect when borrowing for operational needs. The average rate on time deposits decreased to 2.40%1.11% for the fiscal year ended June 30, 20192022 from 2.61%1.73% for the fiscal year ended June 30, 2018,2021, due to the lower rates on thehigher rate maturing time deposits acquired from Nationwide. Average FHLB advances for the fiscal year ended June 30, 2019 increased $101.3 million, or 7.8% compared to fiscal 2018.deposits. The average non-interest-bearing demand deposits were $1,227.3$3,927.2 million for the fiscal year ended June 30, 2019,2022, up from $2,182.0 million, representing an increase of $174.3$1,745.2 million.
Provision for Loan and LeaseCredit Losses. Provision for loan and leasecredit losses was $27.4$18.5 million for the fiscal year ended June 30, 20192022 and $25.8$23.8 million for fiscal 2018.2021. The increase in the loan and lease loss provisiondecrease of $5.3 million for fiscal year 2022 was primarily due to favorable changes in economic and business conditions resulting from reduced levels of disruptions from the COVID-19 pandemic, partially offset by loan portfolio growth and a changechanges in the loan and lease mix, including an increase in Refund Advance originations.mix. The provisions are made to maintain our allowance for loan and leasecredit losses at levels which management believes to be adequate. The assessment of the adequacy of our allowance for loan and leasecredit losses is based upon a number of quantitative and qualitative factors, including levels and trends of past due and nonaccrual loans, loss history and changes in the volume and mix of loans and collateral values.
See “Asset Quality and Allowance for Loan and Lease Losses”Credit Losses - Loans” for discussion of our allowance for loan and leasecredit losses and the related loss provisions.
Non-interest Income. The following table sets forth information regarding our non-interest income:

 For the Fiscal Year Ended June 30,
(Dollars in thousands)2019 2018
Realized gain on securities:$709
 $(18)
Unrealized loss on securities:   
Total impairment losses(1,666) (6,271)
Loss (gain) recognized in other comprehensive income845
 6,115
Total unrealized loss on securities(821) (156)
Prepayment penalty fee income5,851
 3,862
Gain on sale – other6,160
 5,734
Mortgage banking income5,267
 13,755
Broker-dealer fee income11,737
 
Banking and service fees53,854
 47,764
Total non-interest income$82,757
 $70,941
Our relationship with H&R Block began in fiscal 2016 and introduced seasonality into banking and service fees category of non-interest income, with an increase during our second quarter and the peak income in this category typically occurring during our third fiscal quarter ended March 31. Therefore, banking and services fees for the three months ended March 31, are not indicative of results to be expected for other quarters during the fiscal year. Historically, the primary non-interest income generating H&R Block products and services that lead to the increased banking and service fees are Emerald Prepaid Mastercard® (“EPC”) and Refund Transfer (“RT”).
For the Fiscal Year Ended June 30,
(Dollars in thousands)20222021
Prepayment penalty fee income$13,303 $7,166 
Gain on sale – other165 491 
Mortgage banking income19,033 42,150 
Advisory fee income29,230 — 
Broker-dealer fee income22,880 26,317 
Banking and service fees28,752 29,137 
Total non-interest income$113,363 $105,261 
Non-interest income totaled $82.8$113.4 million for the fiscal year ended June 30, 20192022 compared to non-interest income of $70.9$105.3 million for fiscal 2018.2021. The increase was primarily the result of ana $29.2 million increase of $11.7 million in broker-dealerAdvisory fee income from our new securities segment, an increase of $6.1 million in bankingcustody and servicemutual fund fees due to trusteeearned by the newly acquired AAS division and fiduciary services, increased levels of prepayment penalty fee income of $2.0$6.1 million, an increase in realized gain on sale of securities of $0.7 million, a $0.4 million increase in gain on sale-other, partially offset by a decrease of $23.1 million in mortgage banking income, of $8.5mainly due to raising rates and a $3.4 million and an increasedecrease in net unrealized loss on securities of $0.7 million. Banking and service fees includes H&R Block-branded product fees, deposit fees,broker-dealer fee income from prepaid card sponsors, and certain C&I loan fees. The primary non-interest income-generating H&R Block products and services that led to the increasedincome. Mortgage banking and service fees are EPC and RT. For the fiscal year ended June 30,


2019, EPC decreased $0.2 million to $7.8 million from $8.0 millionincome for fiscal 2018. For the fiscal year ended June 30, 2019, RT decreased $0.22022 included a net mortgage servicing rights adjustment of approximately $2.3 million due to $12.3 million from $12.5 million for fiscal 2018.
Included in gain on sale – other are sales of unsecuredexpected higher interest rates and secured consumer and business loans originated through introductions from our third-party partner relationships, for example H&R Block-branded Emerald Advance, and sales of structured settlement annuity and state lottery receivables. We engage in the wholesale and retail purchase of state lottery prize and structured settlement annuity payments. These payments are high credit quality deferred payment receivables having a state lottery commission or investment grade (top two tiers) insurance company payor. The Bank originates contracts for the retail purchase of such payments and classifies these under the heading of Factoring in the loan portfolio. Factoring yields are typically higher thanslower mortgage loan rates. Typically, the gain received upon sale of these payment streams is greater than the gain received from an equivalent amount of mortgage loan sales. Since 2013, pools of structured settlement receivables are originated for sale from time to time depending upon management’s assessment of interest rate risk, liquidity, and offers containing favorable terms and if originated for sale would be classified on our balance sheet as loans held for sale.prepayments.
Non-interest Expense. The following table sets forth information regarding our non-interest expense for the periods shown:
For the Fiscal Year Ended June 30,For the Fiscal Year Ended June 30,
(Dollars in thousands)2019 2018(Dollars in thousands)20222021
Salaries and related costs$127,433
 $100,975
Salaries and related costs$167,390 $152,576 
Data processing and internet24,150
 17,400
Data processingData processing50,159 40,719 
Depreciation and amortizationDepreciation and amortization24,596 24,124 
Advertising and promotional14,710
 15,500
Advertising and promotional13,580 14,212 
Depreciation and amortization16,471
 8,574
Occupancy and equipment8,571
 6,063
Occupancy and equipment13,745 13,402 
Professional services11,916
 5,280
Professional services22,482 22,241 
Broker-dealer clearing chargesBroker-dealer clearing charges15,184 11,152 
FDIC and regulator fees9,005
 4,860
FDIC and regulator fees11,823 10,603 
Broker-dealer clearing charges2,822
 
Real estate owned and repossessed vehicles913
 260
General and administrative expenses35,215
 15,024
General and administrative expenses43,103 25,481 
Total non-interest expense$251,206
 $173,936
Total non-interest expense$362,062 $314,510 
Non-interest expense totaled $251.2$362.1 million for the fiscal year ended June 30, 2019,2022, an increase of $77.3$47.6 million compared to fiscal 2018.2021. Salaries and related costs increased $26.5$14.8 million, or 26.2%9.7%, in fiscal 20192022, generally due to increased staffing levelsthe addition of AAS and the expansion of Bank operations specifically in areas related to support growth in staffing for lending information technology infrastructure development, regulatory compliance, trustee and fiduciary services and additions from our Securities Business.deposits. Our full time staff increased to 10071,335 from 8011,165 or 25.72%14.6% between fiscal 2019years ended June 30, 2022 and 2018 and increased to 801 from 681 or 17.62% between fiscal 2018 and 2017.2021.
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Data processing and internet expense increased $6.8$9.4 million, primarily due to the additions from our Securities Business and enhancements to customer interfaces and the Bank’s core processing system.
AdvertisingDepreciation and promotion expense decreased $0.8amortization, increased $0.5 million primarily due to amortization of intangibles as a result of the AAS acquisition and depreciation on lending platform enhancements and infrastructure development.
Advertising and promotional expense decreased $0.6 million, primarily due to reductions in mortgage lead generation and deposit marketing costs partially offset by increased rebranding costs.
Depreciation and amortization, increased $7.9 million primarily due to the amortization of intangibles from recent acquisitions, depreciation on lending and deposit platform enhancements and infrastructure development, and additions from our Securities Business.
Occupancy and equipment expense increased $2.5$0.3 million, primarily due to annual cost increases in order to support increased depositour office space lease agreements and loan production and additions fromthe addition of an assumed office space lease for our Securities Business.AAS employees.
Professional services, which include accounting and legal fees, increased $6.6$0.2 million in fiscal 20192022 compared to 2018.2021. The increase in professional services was primarily due to increased compliance, audit, legal and consulting expenses,expenses.
Broker-dealer clearing charges increased $4.0 million, primarily attributable to the acquisition of AAS and additions from our Securities Business.increased clearing charges due to higher activity.
The change in our cost of Federal Deposit Insurance Corporation (“FDIC”) and OCC standard regulatory chargesregulator fees increased by $4.1$1.2 million in fiscal 20192022 compared to fiscal 2018. As a result of the overall2021. The increase corresponds to growth of the Bank’sin average liabilities. As an FDIC-insured institution,liabilities at the Bank is required to pay deposit insurance premiums to the FDIC.
Broker-dealer clearing charges were $2.8 million for theand increased assessment rates during fiscal year ended June 30, 2019. These expenses are related to the cost associated with introducing broker-dealer customer trades in our Securities Business.2022.
General and administrative expenses increased by $20.2$17.6 million in fiscal 20192022 compared to 2018.2021. The increases wereincrease was primarily due to an $11.0 million charge due largely to a $15.3one-time resolution of a contractual claim, a $5.3 million increase in our Securities Business bad debt reserve in orderprovision to cover potential losses resulting


from unauthorized securities trades at a correspondent customer, costs to supportthe unfunded loan and deposit productioncommitment liability and increased insurance costs.travel costs of $2.1 million.
Income Tax Expense. Income tax expense was $57.7$99.2 million for the fiscal year ended June 30, 20192022 compared to $87.3$90.0 million for fiscal 2018.2021. Our effective tax rates were 27.10%29.19% and 36.42%29.45% for the fiscal yearyears ended June 30, 20192022 and 2018,2021, respectively.
As a result of legislation commonly referred to as the Tax CutsThe Company received federal and Jobs Act (the “Tax Act”) that was enacted on December 22, 2017, during the quarter ended December 31, 2017, the Company revised its estimated annual effective rate to reflect a change in the federal statutory rate from 35.0% to 21.0%. The Tax Act makes broad and complex changes to the U.S. tax code that affect the Company’s fiscal year ended June 30, 2018, including reducing the U.S. federal corporate statutory tax rate to 21.0% beginning January 1, 2018, which results in a blended federal corporate statutory tax rate of 28.1% for the Company’s fiscal year ended June 30, 2018 that is based on the applicable tax rates before and after the Tax Act and the number of days in the fiscal year.
During the quarter ended December 31, 2017, the Company revalued the deferred tax balance to reflect the new corporate tax rate, which resulted in a decrease in net deferred tax assets of $9,189. As a result, income tax expense reported for the fiscal year ended June 30, 2018 was adjusted to reflect the effects of the change in the tax law and the application of the newly enacted rates to existing deferred balances.
Additionally, the Company receivedstate tax credits for the yearyears ended June 30, 2019, which2022 and 2021, respectively. These tax credits reduced the effective tax rate by approximately 1.55% compared to June 30, 2018.0.44% and 0.59%, respectively.

SEGMENT RESULTS
The Company determines reportable segments based on the services offered, the significance of the services offered, the significance of those services to the Company’s financial condition and operating results and management’s regular review of the operating results of those services. The Company operates through two operating segments: Banking Business and Securities Business. In order to reconcile the two segments to the consolidated totals, the Company includes parent-only activities and intercompany eliminations. The following tables present the operating results of the segments:
Fiscal Year Ended June 30, 2022
(Dollars in thousands)Banking BusinessSecurities BusinessCorporate/EliminationsAxos Consolidated
Net interest income$597,833 $17,580 $(8,255)$607,158 
Provision for credit losses18,500 — — 18,500 
Non-interest income60,881 64,069 (11,587)113,363 
Non-interest expense274,079 84,014 3,969 362,062 
Income (loss) before taxes$366,135 $(2,365)$(23,811)$339,959 
 Fiscal Year Ended June 30, 2019
(Dollars in thousands)Banking Business Securities Business Corporate/Eliminations Axos Consolidated
Net interest income$404,500
 $7,564
 $(3,459) $408,605
Provision for loan losses27,350
 
 
 27,350
Non-interest income70,917
 12,071
 (231) 82,757
Non-interest expense192,588
 34,430
 24,188
 251,206
Income before taxes$255,479
 $(14,795) $(27,878) $212,806

Fiscal Year Ended June 30, 2021
(Dollars in thousands)Banking BusinessSecurities BusinessCorporate/EliminationsAxos Consolidated
Net interest income$527,760 $18,746 $(7,764)$538,742 
Provision for credit losses23,750 — — 23,750 
Non-interest income79,150 27,627 (1,516)105,261 
Non-interest expense254,596 48,095 11,819 314,510 
Income (loss) before taxes$328,564 $(1,722)$(21,099)$305,743 
50

 Fiscal Year Ended June 30, 2018
(Dollars in thousands)Banking Business Securities Business Corporate/Eliminations Axos Consolidated
Net interest income$371,661
 $
 $(3,167) $368,494
Provision for loan losses25,800
 
 
 25,800
Non-interest income70,788
 
 153
 70,941
Non-interest expense152,877
 
 21,059
 173,936
Income before taxes$263,772
 $
 $(24,073) $239,699

Banking Business
For the fiscal year ended June 30, 2019,2022, we had pre-tax income of $255.5$366.1 million compared to pre-tax income of $263.8$328.6 million for the fiscal year ended June 30, 2018.2021. For the fiscal year ended June 30, 2019,2022, the decreaseincrease in pre-tax income was primarily related to increased operating costs.


net interest income due in large part to growth in volume of interest-earning assets from loan originations, primarily from commercial real estate and commercial & industrial lending, a decline in rates of interest-bearing demand and savings deposits and time deposits, growth in non-interest bearing deposits and a decrease in provision for credit losses, partially offset by a decrease in mortgage banking and an increase in non-interest expense.
We consider the ratios shown in the table below to be key indicators of the performance of our Banking Business segment:
Fiscal Year EndedFiscal Year Ended
June 30, 2019 June 30, 2018June 30, 2022June 30, 2021
Efficiency ratio40.51% 34.55%Efficiency ratio41.61 %41.95 %
Return on average assets1.83% 1.82%Return on average assets1.64 %1.76 %
Interest rate spread3.72% 3.83%Interest rate spread4.18 %3.92 %
Net interest margin4.14% 4.14%Net interest margin4.36 %4.11 %
Our Banking segment’s net interest margin exceeds our consolidated net interest margin. Our consolidated net interest margin includes certain items that are not reflected in the calculation of our net interest margin within our Banking Business and reduce our consolidated net interest margin, such as the borrowing costs at our Holdingthe Company and the yields and costs associated with certain items within interest-earning assets and interest-bearing liabilities in our Securities Business, including items related to securities financing operations that particularly decrease net interest margin.operations.

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The following table presents our Banking segment’s information regarding (i) average balances; (ii) the total amount of interest income from interest-earning assets and the weighted average yields on such assets; (iii) the total amount of interest expense on interest-bearing liabilities and the weighted average rates paid on such liabilities; (iv) net interest income; (v) interest rate spread; and (vi) net interest marginmargin:
For the Fiscal Years Ended June 30,
20222021
(Dollars in thousands)
Average Balance1
Interest Income/ ExpenseAverage Yields Earned/Rates Paid
Average Balance1
Interest Income/ExpenseAverage Yields Earned/Rates Paid
Assets:
Loans2,3
$12,539,502 $624,501 4.98 %$11,287,008 $581,504 5.15 %
Interest-earning deposits in other financial institutions953,490 3,189 0.33 %1,329,029 1,359 0.10 %
Investment securities3
198,637 7,410 3.73 %221,213 10,166 4.60 %
Stock of the regulatory agencies, at cost18,789 1,132 6.02 %17,250 932 5.40 %
Total interest-earning assets13,710,418 636,232 4.64 %12,854,500 593,961 4.62 %
Non-interest-earning assets296,228 172,712 
Total Assets$14,006,646 $13,027,212 
Liabilities and Stockholder's Equity:
Interest-bearing demand and savings$6,843,840 $20,207 0.30 %$7,324,855 $29,626 0.40 %
Time deposits1,226,774 13,567 1.11 %1,825,795 31,498 1.73 %
Advances from the FHLB349,796 4,625 1.32 %211,077 4,672 2.21 %
Borrowings, subordinated notes and debentures93 — — %116,255 406 0.35 %
Total interest-bearing liabilities$8,420,503 $38,399 0.46 %$9,477,982 $66,202 0.70 %
Non-interest-bearing demand deposits4,012,615 2,209,932 
Other non-interest-bearing liabilities143,841 121,545 
Stockholder's equity1,429,687 1,217,753 
Total Liabilities and Stockholders' Equity$14,006,646 $13,027,212 
Net interest income$597,833 $527,759 
Interest rate spread4
4.18 %3.92 %
Net interest margin5
4.36 %4.11 %
1Average balances are obtained from daily data.
2Loans include loans held for sale, loan premiums and unearned fees.
3Interest income includes reductions for amortization of loan and investment securities premiums and earnings from accretion of discounts and loan fees. Loans include average balances of $26.4 million and $27.2 million of Community Reinvestment Act loans which are taxed at a reduced rate for the twelve months ended June 30, 20192022 and 2018:2021 twelve-month periods, respectively.
4Interest rate spread represents the difference between the weighted average yield on interest-earning assets and the weighted average rate paid on interest-bearing liabilities.
5Net interest margin represents annualized net interest income as a percentage of average interest-earning assets.
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 For the Fiscal Years Ended June 30,
 2019 2018
(Dollars in thousands)
Average Balance 1
 Interest Income/ Expense Average Yields Earned/Rates Paid 
Average Balance 1
 Interest Income/Expense Average Yields Earned/Rates Paid
Assets:           
Loans and Leases 2,3
$8,974,624
 $525,307
 5.85% $7,893,047
 $446,989
 5.66%
Interest-earning deposits in other financial institutions540,047
 12,285
 2.27% 807,348
 12,450
 1.54%
Investment securities 3
208,234
 13,929
 6.69% 209,412
 11,332
 5.41%
Stock of the regulatory agencies, at cost40,000
 3,378
 8.45% 61,222
 4,292
 7.01%
Total interest-earning assets9,762,905
 554,899
 5.68% 8,971,029
 475,063
 5.30%
Non-interest-earning assets189,802
     93,109
    
Total Assets$9,952,707
     $9,064,138
    
Liabilities and Stockholder's Equity:           
Interest-bearing demand and savings$3,964,429
 $61,845
 1.56% $4,764,859
 $54,481
 1.14%
Time deposits2,322,039
 55,689
 2.40% 990,635
 25,838
 2.61%
Securities sold under agreements to repurchase
 
 % 5,575
 229
 4.11%
Advances from the FHLB1,397,460
 32,834
 2.35% 1,296,120
 22,848
 1.76%
Borrowings, subordinated notes and debentures1,112
 31
 2.70% 97
 4
 4.12%
Total interest-bearing liabilities7,685,040
 150,399
 1.96% 7,057,286
 103,400
 1.47%
Non-interest-bearing demand deposits1,236,508
     1,056,413
    
Other non-interest-bearing liabilities58,004
     65,289
    
Stockholder's equity973,155
     885,150
    
Total Liabilities and Stockholders' Equity$9,952,707
     $9,064,138
    
Net interest income  $404,500
     $371,663
  
Interest rate spread 4
    3.72%     3.83%
Net interest margin 5
    4.14%     4.14%
1

Average balances are obtained from daily data.
2
Loans and leases include loans held for sale, loan premiums and unearned fees.
3
Interest income includes reductions for amortization of loan and investment securities premiums and earnings from accretion of discounts and loan fees. Loans and leases include average balances of $28.7 million and $29.3 million of Community Reinvestment Act loans which are taxed at a reduced rate for the 2019 and 2018 twelve-month periods, respectively.
4
Interest rate spread represents the difference between the weighted average yield on interest-earning assets and the weighted average rate paid on interest-bearing liabilities.
5
Net interest margin represents annualized net interest income as a percentage of average interest-earning assets.


Net Interest Income. Net interest income totaled $404.5 million for the fiscal year ended June 30, 2019 compared to $371.7 million million for the fiscal year ended June 30, 2018. The following table sets forth the effects of changing rates and volumes on our net interest income. Information is provided with respect to (i) effects on interest income and interest expense attributable to changes in volume (changes in volume multiplied by prior rate); and (ii) effects on interest income and interest expense attributable to changes in rate (changes in rate multiplied by prior volume). The change in interest due to both volume and rate has been allocated proportionally to both, based on their relative absolute values.
Fiscal Year Ended June 30, 2022 vs 2021
Increase (Decrease) Due to
(Dollars in thousands)VolumeRateTotal
Increase
(Decrease)
Increase (decrease) in interest income:
Loans and leases$62,716 $(19,719)$42,997 
Interest-earning deposits in other financial institutions(469)2,299 1,830 
Investment securities(965)(1,791)(2,756)
Stock of the regulatory agencies87 113 200 
Total increase (decrease) in interest income$61,369 $(19,098)$42,271 
Increase (decrease) in interest expense:
Interest-bearing demand and savings$(1,959)$(7,460)$(9,419)
Time deposits(8,570)(9,361)(17,931)
Advances from the FHLB2,301 (2,348)(47)
Other borrowings(203)(203)(406)
Total increase (decrease) in interest expense$(8,431)$(19,372)$(27,803)
The Banking segment’s net interest income for the fiscal year ended June 30, 2022 totaled $597.8 million, an increase of 13.3%, compared to net interest income of $527.8 million for the fiscal year ended June 30, 2021. The growth of net interest income is primarily attributable to growth in volume of interest-earning assets from loan originations, primarily from commercial real estate and commercial & industrial lending, a decline in rates of interest-bearing demand and savings deposits and time deposits and growth in non-interest bearing deposits.
The Banking segment’s non-interest income decreased $18.2 million during the fiscal year ended June 30, 2022 to $60.9 million from the $79.2 million for the fiscal year ended June 30, 2021. The decrease in non-interest income for the fiscal year ended June 30, 2022, was primarily the result of a decrease in mortgage banking income of $23.1 million driven by the increase in mortgage rates partially offset by an increase of $6.1 million in prepayment penalty fee income.
Non-interest expense totaled $274.1 million for the fiscal year ended June 30, 2022, an increase of $19.5 million compared to fiscal 2021. General and administrative expenses increased by $16.4 million primarily due to an $11.0 million charge due largely to a one-time resolution of a contractual claim and a $5.3 million provision to the unfunded loan commitment liability, an increase in advertising and promotional expense of $8.6 million primarily due to costs paid to our Securities Segment for non-interest bearing deposits, a $5.8 million increase in data processing expense for systems enhancements, partially offset by a decrease of $4.7 million in salaries and related costs.
Securities Business
For the fiscal year ended June 30, 2022, our Securities Business segment had a loss before taxes of $2.4 million compared to the loss before taxes of $1.7 million for the fiscal year ended June 30, 2021.
The following table provides our Securities Business operating results:
For the Fiscal Year Ended June 30,
(Dollars in thousands)20222021
Net interest income$17,580 $18,746 
Non-interest income64,069 27,627 
Non-interest expense84,014 48,095 
Income (Loss) before taxes$(2,365)$(1,722)
Net interest income for the fiscal year ended June 30, 2022 was $17.6 million compared to $18.7 million for the fiscal year ended June 30, 2021. The decrease was primarily a result of a decrease in the rates earned on securities borrowed and margin lending. In the Securities Business, interest is earned through margin loan balances, securities borrowed, and cash deposit balances. Interest expense is incurred from cash borrowed through bank lines and securities lending.
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 Fiscal Year Ended June 30, 2019 vs 2018
 Increase (Decrease) Due to
(Dollars in thousands)Volume Rate Total
Increase
(Decrease)
Increase (decrease) in interest income:     
Loans and leases$62,907
 $15,411
 $78,318
Interest-earning deposits in other financial institutions(4,915) 4,750
 (165)
Investment securities(64) 2,661
 2,597
Stock of the regulatory agencies(1,681) 767
 (914)
Total increase (decrease) in interest income$56,247
 $23,589
 $79,836
Increase (decrease) in interest expense:     
Interest-bearing demand and savings$(10,228) $17,592
 $7,364
Time deposits32,090
 (2,239) 29,851
Securities sold under agreements to repurchase(229) 
 (229)
Advances from the FHLB1,889
 8,098
 9,987
Other borrowings27
 (1) 26
Total increase (decrease) in interest expense$23,549
 $23,450
 $46,999
Non-interest income totaled $64.1 million for the fiscal year ended June 30, 2022, an increase of $36.4 million compared to the $27.6 million during the fiscal year ended June 30, 2021. The increase was primarily attributable to a $28.3 million increase related to the addition of AAS custody and mutual funds fees, an increase of $10.3 million in fees earned on FDIC insured bank deposits, partially offset by a decrease of $1.2 million in correspondent fees, and a decrease of $1.3 million of clearing and custodial related fees.
Non-interest expense was $84.0 million during the fiscal year ended June 30, 2022, an increase of $35.9 million compared to $48.1 million during the fiscal year ended June 30, 2021. The increase was primarily related to an increase of $16.9 million in salaries and related expenses related to staffing and the acquisition of AAS, an increase of $4.1 million depreciation and amortization expense, an increase of $4.0 million in broker-dealer clearing charges, an increase of $3.6 million in data processing, an increase of $2.7 million occupancy and equipment expense, an increase of $1.4 million advertising and promotional expense, and an increase of $1.4 million general and administrative expenses. The increases were primarily the result of the addition of AAS.
Selected information concerning Axos Clearing LLC follows as of or for the year ended:
June 30,
(Dollars in thousands)20222021
Compensation as a % of net revenue38.0 %32.4 %
FDIC insured program balances (end of period)$3,452,358 $730,248 
Customer margin balances (end of period)$285,894 $327,148 
Customer funds on deposit, including short credits (end of period)$372,112 $322,153 
Clearing:
Total tickets1,236,292 2,053,362 
Correspondents (end of period)71 69 
Securities lending:
Interest-earning assets – stock borrowed (end of period)$338,980 $619,088 
Interest-bearing liabilities – stock loaned (end of period)$474,400 $728,988 
COMPARISON OF THE FISCAL YEARS ENDED JUNE 30, 2021 AND JUNE 30, 2020
Net Interest Income. Net interest income totaled $538.7 million for the fiscal year ended June 30, 2021 compared to $477.6 million for the fiscal year ended June 30, 2020. The following table sets forth the effects of changing rates and volumes on our net interest income. Information is provided with respect to (i) effects on interest income and interest expense attributable to changes in volume (changes in volume multiplied by prior rate); and (ii) effects on interest income and interest
54


expense attributable to changes in rate (changes in rate multiplied by prior volume). The change in interest due to both volume and rate has been allocated proportionally to both, based on their relative absolute values.
The Banking segment’s net
Fiscal Year Ended June 30, 2021 vs 2020
Increase (Decrease) Due to
(Dollars in thousands)VolumeRateTotal
Increase
(Decrease)
Increase (decrease) in interest income:
Loan and Leases$63,934 $(62,272)$1,662 
Interest-earning deposits in other financial institutions5,473 (14,194)(8,721)
Investment securities(1,265)(236)(1,501)
Securities borrowed and margin lending9,287 (5,406)3,881 
Stock of the regulatory agencies(476)179 (297)
Total increase (decrease) in interest income$76,953 $(81,929)$(4,976)
Increase (decrease) in interest expense:
Interest-bearing demand and savings$23,234 $(61,086)$(37,852)
Time deposits(13,730)(14,805)(28,535)
Securities loaned544 273 817 
Advances from the FHLB(10,732)3,416 (7,316)
Other borrowings9,184 (2,405)6,779 
Total increase/(decrease) in interest expense$8,500 $(74,607)$(66,107)
Interest Income. Interest income for the fiscal year ended June 30, 2021 totaled $617.9 million, a decrease of $5.0 million, or 0.8%, compared to $622.8 million in interest income for the fiscal year ended June 30, 2019 totaled $404.52020 primarily due to reduced rates on interest-earning assets, partially offset by growth in volume of interest-earning assets from loan originations, primarily from commercial real estate and commercial & industrial lending. Average interest-earning assets for the fiscal year ended June 30, 2021 increased by $2,167.7 million an increase of 8.8%, compared to netthe fiscal year ended June 30, 2020 primarily due to loan originations for investment which totaled $7,304.4 million during the year ended June 30, 2021. Yields on loans decreased by 58 basis points to 5.16% for the fiscal year ended June 30, 2021, primarily due to declines in market interest rates. For the fiscal year ended June 30, 2021, the growth in average balances contributed additional interest income of $371.7$77.0 million, which was offset by a $81.9 million decrease in interest income due to declines in market interest rates. The average yield earned on our interest-earning assets decreased to 4.49% for the fiscal year ended June 30, 2021, down from 5.37% in 2020 primarily due to decreases in loan yields and rates earned on deposits in other financial institutions. As a result of the Federal Reserve’s decisions to maintain the Fed Funds target rate near zero, the rates earned on our adjustable-rate loans are generally at their floor and the rates on newly originated loans are lower than the average rate of the loan portfolio.
Interest Expense. Interest expense totaled $79.1 million for the fiscal year ended June 30, 2018. The growth2021, a decrease of net$66.1 million, or 45.5% compared to $145.2 million in interest income isexpense during the fiscal year ended June 30, 2020, due primarily due to increased average earnings assets from net loana $192.0 million increase in non-interest bearing deposits and lease portfolio growth and increased average yields earneddecreased rates on interest-earning assets,deposits, as a result of the Federal Reserve’s decisions to maintain the Fed Funds target rate near zero throughout the year, partially offset by greater volume increases in timeof deposits and increaseddue to growth. The average rate paid on all of our interest-bearing liabilities decreased to 0.79% for the fiscal year ended June 30, 2021 from 1.72% for the fiscal year ended June 30, 2020, due primarily to decreased rates on interest bearingdeposits. Average interest-bearing liabilities for the fiscal year ended June 30, 2021 increased $1,569.4 million compared to fiscal 2020. The average rate on interest-bearing demand and savings deposits decreased to 0.40% from 1.38% due to decreases in prevailing deposit rates across the industry. The rates on borrowing, subordinated notes and FHLB advances.
debentures also decreased to 3.65% from 5.45% due primarily to the mix of borrowings. The Banking segment’s non-interest incomeaverage rate on time deposits increased $0.1 millionto 1.73% for the fiscal year ended June 30, 2021 from $70.8 million2.42% for the fiscal year ended June 30, 2020, due to $70.9higher rate maturing time deposits. The average non-interest-bearing demand deposits were $2,182.0 million for the fiscal year ended June 30, 2018 compared to the fiscal year ended June 30, 2019. The2021, up from $1,990.0 million, representing an increase in non-interest incomeof $192.0 million.
Provision for Credit Losses. Provision for credit losses was $23.8 million for the fiscal year ended June 30, 2019,2021 and $42.2 million for fiscal 2020. The decrease was due to the decrease in provisions associated with non-recurring Refund Advance loans and macroeconomic updates relating to COVID-19. The provisions are made to maintain our allowance for credit losses at levels which management believes to be adequate. The assessment of the adequacy of our allowance for credit losses is based upon a number of quantitative and qualitative factors, including levels and trends of past due and nonaccrual loans, loss history and changes in the volume and mix of loans and collateral values.
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See “Asset Quality and Allowance for Credit Losses - Loans” for discussion of our allowance for loan and lease losses and the related loss provisions.
Non-interest Income. The following table sets forth information regarding our non-interest income:
For the Fiscal Year Ended June 30,
(Dollars in thousands)20212020
Prepayment penalty fee income$7,166 $5,993 
Gain on sale-other491 6,871 
Mortgage banking income42,150 20,646 
Broker-dealer fee income26,317 23,210 
Banking and service fees29,137 46,267 
Total non-interest income$105,261 $102,987 
Through our agreement with H&R Block, Inc. (“H&R Block”) and its wholly-owned subsidiaries the Bank earned significant non-interest income by providing H&R Block-branded financial products and services. On July 1, 2020, the Bank received written notification from Emerald Financial Services, LLC (“EFS”), a subsidiary of H&R Block, terminating the Program Management Agreement (“PMA”) covering the Emerald Prepaid Mastercard®, Refund Transfer and Emerald Advance products, effective July 1, 2020. While the PMA has been terminated, the Bank continued to perform certain services under the PMA until the services were fully transitioned to another bank in December 2020. Historically, the primary non-interest income generating H&R Block products and services that lead to the increased banking and service fees are Emerald Prepaid Mastercard® (“EPC”) and Refund Transfer (“RT”).
Non-interest income totaled $105.3 million for the fiscal year ended June 30, 2021 compared to non-interest income of $103.0 million for fiscal 2020. The increase was primarily the result of an increase of $4.6$21.5 million in mortgage banking income, resulting from an increase in originations and sales of loans held-for-sale due to the decline in market interest rates, an increase of $3.1 million in broker-dealer fee income, and increased levels of prepayment penalty fee income by $1.2 million, partially offset by a decrease of $17.1 million in banking and service fees, primarily due to fee income from our trusteeEmerald Prepaid Mastercard® and fiduciary services, an increase of $2.0Refund Transfer products associated with H&R Block that did not recur in fiscal 2021, and a $6.4 million in prepayment penalty fee income, an increase in realized gain on sale of securities of $0.9 million, a $0.4 million increasedecrease in gain on sale-other, partially offset by a decreaseas certain sales of lottery receivables and sales of Refund Advance loans to H&R Block in mortgage banking income of $7.2 million, and an increasefiscal 2020 did not recur in net unrealized loss on securities of $0.7 million.fiscal 2021. Banking and service fees includes H&R Block-branded product fees, deposit fees, fee income from prepaid card sponsors, and certain C&I loan fees. The primary non-interest income-generating H&R Block products and services that led to the increased levels of banking and service fees in fiscal 2020 are EPC and RT. For the fiscal year ended June 30, 2019,2021, EPC decreased $0.2was $2.6 million compared to $7.8 million from $8.0 million for fiscal 2018.2020. For the fiscal year ended June 30, 2019,2021, RT decreased $0.2was $1.4 million compared to $12.3 million from $12.5$11.5 million for fiscal 2018.2020.
Included in gain on sale – other are sales of unsecured and secured consumer and business loans originated through introductions from our third-party partner relationships and sales of structured settlement annuity and state lottery receivables. We engage in the wholesale and retail purchase of state lottery prize and structured settlement annuity payments. These payments are high credit quality deferred payment receivables having a state lottery commission or investment grade (top two tiers) insurance company payor. The Bank originates contracts for the retail purchase of such payments and classifies these under the category of Other in the loan portfolio. Factoring yields are typically higher than mortgage loan rates. Typically, the gain received upon sale of these payment streams is greater than the gain received from an equivalent amount of mortgage loan sales. Since 2013, pools of structured settlement receivables have been originated for sale depending upon management’s assessment of interest rate risk, liquidity, and offers containing favorable terms and are classified on our balance sheet as loans held for sale. Increased sales on favorable terms during fiscal 2020 resulted in an increase in gain on sale from structured settlement annuity and state lottery receivables. Such sales did not recur to the same degree for during fiscal 2021.
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Non-interest Expense. The following table sets forth information regarding our non-interest expense for the periods shown:
For the Fiscal Year Ended June 30,
(Dollars in thousands)20212020
Salaries and related costs$152,576 $144,341 
Data processing and internet40,719 30,671 
Depreciation and amortization24,124 24,443 
Advertising and promotional14,212 14,523 
Occupancy and equipment13,402 12,059 
Professional services22,241 11,095 
Broker-dealer clearing charges11,152 8,210 
FDIC and regulator fees10,603 5,538 
General and administrative25,481 24,886 
Total non-interest expense$314,510 $275,766 
Non-interest expense totaled $192.6$314.5 million for the fiscal year ended June 30, 2019,2021, an increase of $39.7$38.7 million compared to fiscal 2018.2020. Salaries and related costs increased $14.8$8.2 million, or 18.2%5.7%, in fiscal 20192021 primarily due to the staffing additions from increased staffing levels to support growthexpansion in staffingthe Banking segment, specifically for lending and information technology infrastructure development regulatory compliance,activities. Our staff increased to 1165 from 1099 or 6.0% between fiscal year ended June 30, 2021 and 2020 and increased to 1099 from 1007 or 9.1% between fiscal year ended June 30, 2020 and 2019.
Data processing increased $10.0 million, primarily due to enhancements to customer interfaces and the trusteeBank’s core processing system.
Advertising and fiduciary services, a $6.9promotion expense increased $0.3 million, increaseprimarily due to reductions in depreciationdeposit marketing throughout the year.
Depreciation and amortization, for amortization of fiduciary services intangibles and systems enhancements, a $4.6decreased $0.3 million increase in data processing and internet expense for loan and deposit systems enhancements, a $4.0 million increase in FDIC and OCC standard regulatory chargesprimarily due to growthreduced depreciation on computer hardware and furniture and fixtures.
Occupancy and equipment expense increased $1.3 million, primarily due to the timing of the Bank’s average liabilitiesnew property leases and an increaseimpairment reserve charge on the early exit of a property lease of $0.9 million during fiscal 2021.
Professional services, which include accounting and legal fees, increased $11.1 million in short-term brokered deposits as we positioned the Bank for the acquisition of the Nationwide Bank deposits, a $3.8 million increase in other and general expense, a $3.4 millionfiscal 2021 compared to 2020. The increase in professional services was primarily due to increased legal and consulting expenses.
The Federal Deposit Insurance Corporation (“FDIC”) and regulator fee increased by $5.1 million in fiscal 2021 compared to fiscal 2020. The The increase corresponds to growth in average liabilities and small bank assessment credits received from the FDIC during fiscal 2020 which did not recur in fiscal 2021.
Broker-dealer clearing charges increased $2.9 million primarily due to increased correspondent and market activity.
General and administrative expenses increased by $0.6 million in fiscal 2021 compared to 2020. The increase was primarily due increased deposit servicing expenses.
Income Tax Expense. Income tax expense was $90.0 million for the fiscal year ended June 30, 2021 compared to $79.2 million for fiscal 2020. Our effective tax rates were 29.45% and 30.15% for the fiscal years ended June 30, 2021 and 2020, respectively.
As of June 30, 2020, the Company determined that certain stock-based compensation awards would not be granted under the plan, and the deferred tax assets related to these awards will not be realized. Accordingly, the Company wrote-off $6.8 million of a $2.1stock-based compensation deferred tax asset, resulting in a $2.0 million increase in occupancy expense.tax expense for fiscal 2020.

The Company received federal and state tax credits for the years ended June 30, 2021 and 2020, respectively. These tax credits reduced the effective tax rate by approximately 0.59% and 0.77%, respectively.


SEGMENT RESULTS

The Company determines reportable segments based on the services offered, the significance of the services offered, the significance of those services to the Company’s financial condition and operating results and management’s regular review
57


of the operating results of those services. The Company operates through two operating segments: Banking Business and Securities Business. In order to reconcile the two segments to the consolidated totals, the Company includes parent-only activities and intercompany eliminations. The following tables present the operating results of the segments:
Fiscal Year Ended June 30, 2021
(Dollars in thousands)Banking BusinessSecurities BusinessCorporate/EliminationsAxos Consolidated
Net interest income$527,760 $18,746 $(7,764)$538,742 
Provision for credit losses23,750 — — 23,750 
Non-interest income79,150 27,627 (1,516)105,261 
Non-interest expense254,596 48,095 11,819 314,510 
Income before taxes$328,564 $(1,722)$(21,099)$305,743 
Fiscal Year Ended June 30, 2020
(Dollars in thousands)Banking BusinessSecurities BusinessCorporate/EliminationsAxos Consolidated
Net interest income$464,448 $16,630 $(3,467)$477,611 
Provision for credit losses42,200 — — 42,200 
Non-interest income80,374 24,817 (2,204)102,987 
Non-interest expense216,895 43,525 15,346 275,766 
Income before taxes$285,727 $(2,078)$(21,017)$262,632 
Banking Business
For the fiscal year ended June 30, 2019, our Securities Business segment2021, we had a loss before taxespre-tax income of $14.8 million. The Securities Business segment was created as a result$328.6 million compared to pre-tax income of acquisitions during$285.7 million for the three monthsfiscal year ended March 31, 2019, meaning there is no comparative 2018 period.June 30, 2020. For the fiscal year ended June 30, 2019,2021, the lossincrease in pre-tax income was primarily related to increased net interest income due to a $15.3 million bad debt expenseloan and deposit growth.
We consider the ratios shown in the table below to be key indicators of the performance of our Banking Business segment:
Fiscal Year Ended
June 30, 2021June 30, 2020
Efficiency ratio41.95 %39.81 %
Return on average assets1.76 %1.78 %
Interest rate spread3.92 %3.72 %
Net interest margin4.11 %4.19 %
Our Banking segment’s net interest margin exceeds our consolidated net interest margin. Our consolidated net interest margin includes certain items that are not reflected in the calculation of our net interest margin within our Banking Business and reduce our consolidated net interest margin, such as the borrowing costs at our Holding Company and the yields and costs associated with certain items within interest-earning assets and interest-bearing liabilities in our Securities Business, including items related to a correspondent customersecurities financing operations.
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The following table presents our Banking segment’s information regarding (i) average balances; (ii) the total amount of our clearing broker-dealer.
Net interest income from interest-earning assets and the weighted average yields on such assets; (iii) the total amount of interest expense on interest-bearing liabilities and the weighted average rates paid on such liabilities; (iv) net interest income; (v) interest rate spread; and (vi) net interest margin for the fiscal yeartwelve months ended June 30, 2019, was $7.6 million. In the Securities business, interest is earned on margin2021 and 2020:
For the Fiscal Years Ended June 30,
20212020
(Dollars in thousands)
Average Balance1
Interest Income/ ExpenseAverage Yields Earned/Rates Paid
Average Balance1
Interest Income/ExpenseAverage Yields Earned/Rates Paid
Assets:
Loans2,3
$11,287,008 $581,504 5.15 %$10,122,818 $581,518 5.74 %
Interest-earning deposits in other financial institutions1,329,029 1,359 0.10 %700,659 8,839 1.26 %
Investment securities3
221,213 10,166 4.60 %235,893 11,661 4.94 %
Stock of the regulatory agencies, at cost17,250 932 5.40 %25,696 1,532 5.96 %
Total interest-earning assets$12,854,500 $593,961 4.62 %$11,085,066 $603,550 5.44 %
Non-interest-earning assets172,712 188,625 
Total Assets$13,027,212 $11,273,691 
Liabilities and Stockholder's Equity:
Interest-bearing demand and savings$7,324,855 $29,626 0.40 %$4,864,591 $67,070 1.38 %
Time deposits1,825,795 31,498 1.73 %2,482,151 60,033 2.42 %
Advances from the FHLB211,077 4,672 2.21 %747,358 11,988 1.60 %
Borrowings, subordinated notes and debentures116,255 406 0.35 %3,092 11 0.36 %
Total interest-bearing liabilities$9,477,982 $66,202 0.70 %$8,097,192 $139,102 1.72 %
Non-interest-bearing demand deposits2,209,932 2,000,755 
Other non-interest-bearing liabilities121,545 85,951 
Stockholder's equity$1,217,753 $1,089,793 
Total Liabilities and Stockholders' Equity$13,027,212 $11,273,691 
Net interest income$527,759 $464,448 
Interest rate spread4
3.92 %3.72 %
Net interest margin5
4.11 %4.19 %
1Average balances are obtained from daily data.
2Loans include loans held for sale, loan premiums and unearned fees.
3Interest income includes reductions for amortization of loan and investment securities premiums and earnings from accretion of discounts and loan fees. Loans include average balances securities borrowed,of $27.2 million and cash deposit balances. Interest expense is incurred from cash borrowed through bank lines and securities lending.
The non-interest income during the fiscal year ended June 30, 2019, was $12.1 million, the result of $8.9$28.0 million of clearingCommunity Reinvestment Act loans which are taxed at a reduced rate for the 2021 and custodial related fees2020 twelve-month periods, respectively.
4Interest rate spread represents the difference between the weighted average yield on interest-earning assets and $3.1 million in fees earnedthe weighted average rate paid on FDIC insured bank deposits.interest-bearing liabilities.
Non-interest expenses was $34.4 million during the fiscal year ended June 30, 2019, other and general expenses were $16.4 million, due to5Net interest margin represents annualized net interest income as a $15.3 million bad debt expense related to a correspondent customerpercentage of our clearing broker-dealer. Salaries and related costs were $8.3 million, professional services were $3.0 million, broker-dealer clearing charges were $2.8 million, and data processing and internet expenses were $2.1 million.
Selected information concerning the Securities Business segment follows:average interest-earning assets.
59
(Dollars in thousands)As of and for the Three Months ended June 30, 2019
Compensation as a % of net revenue35.0%
FDIC insured program balances at the Bank (end of period)$341,576
Customer margin balances (end of period)$189,193
Customer funds on deposit, including short credits (end of period)$206,469
  
Clearing: 
Total tickets595,962
Correspondents (end of period)62
  
Securities lending: 
Interest-earning assets – stock borrowed (end of period)$203,192
Interest-bearing liabilities – stock loaned (end of period)$198,356




COMPARISON OF THE FISCAL YEAR ENDED JUNE 30, 2018 AND JUNE 30, 2017
Net Interest Income. Net interest income totaled $368.5$527.8 million for the fiscal year ended June 30, 20182021 compared to $313.2$464.4 million for the fiscal year ended June 30, 2017.2020. The following table sets forth the effects of changing rates and volumes on our net interest income. Information is provided with respect to (i) effects on interest income and interest expense attributable to changes in volume (changes in volume multiplied by prior rate); and (ii) effects on interest income and interest expense attributable to changes in rate (changes in rate multiplied by prior volume). The change in interest due to both volume and rate has been allocated proportionally to both, based on their relative absolute values.
Fiscal Year Ended June 30, 2021 vs 2020
Increase (Decrease) Due to
(Dollars in thousands)VolumeRateTotal
Increase
(Decrease)
Increase (decrease) in interest income:
Loans and leases$63,068 $(63,082)$(14)
Interest-earning deposits in other financial institutions4,330 (11,810)(7,480)
Investment securities(710)(785)(1,495)
Stock of the regulatory agencies(466)(134)(600)
Total increase (decrease) in interest income$66,222 $(75,811)$(9,589)
Increase (decrease) in interest expense:
Interest-bearing demand and savings$24,084 $(61,528)$(37,444)
Time deposits(13,730)(14,805)(28,535)
Advances from the FHLB(10,732)3,416 (7,316)
Other borrowings395 — 395 
Total increase (decrease) in interest expense$17 $(72,917)$(72,900)
 Fiscal Year Ended June 30, 2018 vs 2017
 Increase (Decrease) Due to
(Dollars in thousands)Volume Rate 
Total
Increase
(Decrease)
Increase/(decrease) in interest income:     
Loan and Leases$59,441
 $28,701
 $88,142
Interest-earning deposits in other financial institutions1,393
 5,853
 7,246
Investment securities(9,217) 3,663
 (5,554)
Stock of the FHLB, at cost592
 (2,638) (2,046)
Total increase/(decrease) in interest income$52,209
 $35,579
 $87,788
Increase/(decrease) in interest expense:     
Interest-bearing demand and savings$660
 $18,797
 $19,457
Time deposits1,174
 2,726
 3,900
Securities sold under agreements to repurchase(1,137) (99) (1,236)
Advances from the FHLB8,577
 1,868
 10,445
Other borrowings(90) 45
 (45)
Total increase/(decrease) in interest expense$9,184
 $23,337
 $32,521
Interest Income. Interest income for the fiscal year ended June 30, 2018 totaled $475.1 million, an increase of $87.8 million, or 22.7%, compared to $387.3 million inThe Banking segment’s net interest income for the fiscal year ended June 30, 2017 primarily due2021 totaled $527.8 million, an increase of 13.6%, compared to growth in volumenet interest income of interest-earning assets from loan originations, primarily from commercial & industrial lending as well as accretion from origination fees from Refund Advance loans. Fundings of Refund Advance loans increased from $0.3 billion to $1.1 billion for the fiscal years ended June 30, 2017 and June 30, 2018, respectively. Average interest-earning assets$464.4 million for the fiscal year ended June 30, 2018 increased by $1,044.52020. The growth of net interest income is primarily due to net loan portfolio growth and a reduction of rates paid on deposits.
The Banking segment’s non-interest income creased $1.2 million from $80.4 million to $79.2 million for the fiscal year ended June 30, 2021 compared to the fiscal year ended June 30, 2017 primarily due to loan and lease originations for investment which increased $1,740.1 million during the year ended June 30, 2018. Yields on loans and leases increased by 40 basis points to 5.66%2020. The decrease in non-interest income for the fiscal year ended June 30, 2018,2021, as primarily duethe result of a decrease of $17.0 million in banking and service fees, primarily from Emerald Prepaid Mastercard® and Refund Transfer products associated with H&R Block that did not recur in fiscal 2021, and a $6.4 million decrease in gain on sale-other, as certain sales of lottery receivables and sales of Refund Advance loans to increased yieldsH&R Block in the single family, commercial & industrial and H&R Block-branded loan products. For the fiscal year ended June 30, 2018, the growth2020 did not recur in average balances contributed additional interestfiscal 2021, partially offset by an increase in mortgage banking income of $52.2$21.0 million which was supplementeddriven by a $35.6 million increase in interest income duethe decline of mortgage rates to the increase in average rate. The average yield earned on our interest-earning assets increased to 5.30% for the fiscal year ended June 30, 2018, up from 4.89% for the same period in 2017 primarily due to the increase in rate from loans and leases. As a result of the Federal Reserve decisions to increase the Fed Funds raterecord lows over the last year, we have marked up our adjustable loans and have increased the market rates on new loans. A contributing factor to thean increase of loans and leases income is the amortization of origination fees for H&R Block-branded products.$1.2 million in prepayment penalty fee income.
Interest Expense. InterestNon-interest expense totaled $106.6$254.6 million for the fiscal year ended June 30, 2018,2021, an increase of $32.5$37.7 million compared to fiscal 2020. Salaries and related costs increased $13.3 million, or 43.9% compared11.9%, in fiscal 2021 due to $74.1increased staffing levels to support growth in staffing specifically for lending and information technology infrastructure development activities, a $9.8 million increase in data processing expense for loan and deposit systems enhancements, a $7.9 million increase in professional services due to increased legal and consulting expenses, an increase of $4.9 million in interestFDIC and OCC standard regulatory charges due to growth in average liabilities and a small bank assessment credit received from the FDIC in fiscal 2020 which did not recur, and a $1.6 million increase in occupancy expense duringprimarily due to an impairment reserve charge on the early exit of a property lease.
60


Securities Business
For the fiscal year ended June 30, 2017, due primarily to increased rates on deposits and advances, as2021, our Securities Business segment had a resultloss before taxes of the Federal Reserve decisions to increase the Fed Funds rate over the last year. The average rate paid on all$1.7 million an improvement of our interest-bearing liabilities increased to 1.51% for the fiscal year ended June 30, 2018 from 1.15% for the fiscal year ended June 30, 2017, due primarily to increased rates on deposits and advances from FHLB. Average interest-bearing liabilities for the fiscal year ended June 30, 2018 increased $603.5 million17.1% compared to fiscal 2017. The average rate on interest-bearing demand and savings deposits increased to 1.15% from 0.75% due to increases in prevailing deposit rates across the industry. The rates on advances from the FHLB also increased to 1.76% from 1.55% due primarily to the Fed rate increases. The average rate on time deposits increased to 2.61% for the fiscal year ended June 30, 2018 from 2.33% for the fiscal year ended June 30, 2017, due to Fed rate increases. Average FHLB advances for the fiscal year ended June 30, 2018 increased $497.1 million, or 62.2% compared to fiscal 2017. The average non-interest-bearing demand deposits were $1,052.9loss before taxes of $2.1 million for the fiscal year ended June 30, 2018, representing an increase of $278.5 million.2020.
ProvisionThe following table provides our Securities Business operating results:
Fiscal Year Ended
(Dollars in thousands)June 30, 2021June 30, 2020
Net interest income$18,746 $16,630 
Non-interest income27,627 24,817 
Non-interest expense48,095 43,525 
Income (Loss) before income taxes$(1,722)$(2,078)
Net interest income for Loan and Lease Losses. Provision for loan and lease lossesthe fiscal year ended June 30, 2021 was $25.8$18.7 million compared to $16.6 million for the fiscal year ended June 30, 2018 and $11.12020, an increase of $2.1 million for fiscal 2017. The increase in the loan and lease loss provision was primarily due to increased activity. In the increase


in Refund AdvanceSecurities business, interest is earned on margin loan fundingsbalances, securities borrowed, and cash deposit balances. Interest expense is incurred from $0.3 billion to $1.1 billion during fiscal 2017cash borrowed through bank lines and 2018, respectively, combined with overall loan portfolio growth. The provisions are made to maintain our allowance for loan and lease losses at levels which management believes to be adequate. The assessment of the adequacy of our allowance for loan and lease losses is based upon a number of quantitative and qualitative factors, including levels and trends of past due and nonaccrual loans, loss history and changes in the volume and mix of loans and collateral values.
See “Asset Quality and Allowance for Loan and Lease Losses” for discussion of our allowance for loan and lease losses and the related loss provisions.
Non-interest Income. The following table sets forth information regarding our non-interest income:
 For the Fiscal Year Ended June 30,
(Dollars in thousands)2018 2017
Total realized gain (loss) on securities(18) 3,920
Unrealized loss on securities:   
Total impairment losses(6,271) (10,937)
Loss (gain) recognized in other comprehensive income6,115
 8,973
Net impairment loss recognized in earnings(156) (1,964)
Fair value gain (loss) on trading securities
 743
Total unrealized loss on securities(156) (1,221)
Prepayment penalty fee income3,862
 4,574
Gain on sale-other5,734
 4,487
Mortgage banking income13,755
 14,284
Banking and service fees47,764
 42,088
Total non-interest income$70,941
 $68,132
Our relationship with H&R Block began in fiscal 2016 and introduced seasonality into banking and service fees category of non-interest income, with an increase during our second quarter and the peak income in this category typically occurring during our third fiscal quarter ended March 31. Therefore, banking and services fees for the three months ended March 31, are not indicative of results to be expected for other quarters during the fiscal year. Historically, the primary non-interest income generating H&R Block products and services that lead to the increased banking and service fees are Emerald Prepaid Mastercard® (“EPC”) and Refund Transfer (“RT”).securities lending.
Non-interest income totaled $70.9$27.6 million for the fiscal year ended June 30, 20182021, an increase of $2.8 million compared to non-interest incomethe $24.8 million during the fiscal year ended June 30, 2020. Increased activity resulted in an increase of $68.1$3.3 million from correspondent fees and an increase of $2.7 million from clearing and custodial related fees, partially offset by a decrease of $3.9 million in fees earned on managing customers’ FDIC insured bank deposits due to decreased rates.
Non-interest expense was $48.1 million during the fiscal year ended June 30, 2021 an increase of $4.6 million for the $43.5 million during the fiscal 2017.year ended June 30, 2020. The increase was primarily the result of an increase broker-dealer clearing charges of $5.7$2.9 million in banking and service fees due to H&R Block-branded products and service fee income, a $1.2 million increase in gain on sale-other primarily from sales of structured settlements and lottery receivables, and a decrease in net unrealized loss on securities of $1.1 million, partially offset by a decrease in realized gain from sale of securities of $3.9 million, decreased levels of prepayment penalty fee income of $0.7 million, and a decrease in mortgage banking income of $0.5 million. Banking and service fees includes H&R Block-branded product fees, deposit fees, fee income from prepaid card sponsors, and certain C&I loan fees. The primary non-interest income-generating H&R Block products and services that led to the increased banking and service fees are EPC and RT. For the fiscal year ended June 30, 2018, EPC increased $0.2 million to $8.0 million from $7.8 million for fiscal 2017. For the fiscal year ended June 30, 2018, RT decreased $0.3 million to $12.5 million from $12.8 million for fiscal 2017.
Included in gain on sale – other are sales of unsecured and secured consumer and business loans originated through introductions from our third-party partner relationships, for example H&R Block-branded Emerald Advance, and sales of structured settlement annuity and state lottery receivables. We engage in the wholesale and retail purchase of state lottery prize and structured settlement annuity payments. These payments are high credit quality deferred payment receivables having a state lottery commission or investment grade (top two tiers) insurance company payor. The Bank originates contracts for the retail purchase of such payments and classifies these under the heading of Factoring in the loan portfolio. Factoring yields are typically higher than mortgage loan rates. Typically, the gain received upon sale of these payment streams is greater than the gain received from an equivalent amount of mortgage loan sales. Since 2013, pools of structured settlement receivables have been originated for sale depending upon management’s assessment of interest rate risk, liquidity, and offers containing favorable terms and are classified on our balance sheet as loans held for sale. Increased originations and favorable terms during fiscal 2018 resulted in an increase in gain on sale from structured settlement annuity and state lottery receivables.


Non-interest Expense. The following table sets forth information regarding our non-interest expense for the periods shown:
 For the Fiscal Year Ended June 30,
(Dollars in thousands)2018 2017
Salaries and related costs$100,975
 $81,821
Data processing and internet17,400
 13,323
Advertising and promotional15,500
 9,367
Depreciation and amortization8,574
 6,094
Occupancy and equipment6,063
 5,612
Professional services5,280
 4,980
FDIC and regulator fees4,860
 4,330
Real estate owned and repossessed vehicles260
 498
Other general and administrative15,024
 11,580
Total non-interest expense$173,936
 $137,605
Non-interest expense totaled $173.9 million for the fiscal year ended June 30, 2018, an increase of $36.3 million compared to fiscal 2017. Salaries and related costs increased $19.2 million, or 23.4%, in fiscal 2018 due to increased staffing levels to support growth in the Bank’s staffing for lending, information technology infrastructure development, regulatory compliance,activity and the trustee and fiduciary services. Our staff increased to 801 from 681 or 17.62% between fiscal 2018 and 2017 and increased to 681 from 647 or 5.26% between fiscal 2017 and 2016.
Data processing and internet expense increased $4.1 million, primarily due to enhancements to customer interfaces and the Bank’s core processing system.    
Advertising and promotion expense increased $6.1 million, primarily due to additional lead generation costs, increased deposit marketing and rebranding costs.
Depreciation and amortization, increased $2.5 million primarily due to depreciation on lending platform enhancements and infrastructure development and amortization of intangibles.
Occupancy and equipment expense increased $0.5 million, in order to support increased production and office space for additional employees.
Professional services, which include accounting and legal fees, increased $0.3 million in fiscal 2018 compared to 2017. Thean increase in professional services was primarilyof $2.1 million due to increasedan increase in legal expenses, partially offset by increased insurance reimbursements.expenses.
The change in our cost of Federal Deposit Insurance Corporation (“FDIC”) and OCC standard regulatory charges increased by $0.5 million in fiscal 2018 compared to fiscal 2017. The overall growth of the Bank’s liabilities has been offset by the generally favorable change in the FDIC deposit insurance premium calculation. As an FDIC-insured institution, the Bank is required to pay deposit insurance premiums to the FDIC.
General and administrative expenses increased by $3.4 million in fiscal 2018 compared to 2017. The increases were primarily due to costs to support loan and deposit production.
Income Tax Expense. Income tax expense was $87.3 million for the fiscal year ended June 30, 2018 compared to $98.0 million for fiscal 2017. Our effective tax rates were 36.42% and 42.10% for the fiscal year ended June 30, 2018 and 2017, respectively.
As a result of legislation commonly referred toSelected information concerning Axos Clearing LLC follows as the Tax Cuts and Jobs Act (the “Tax Act”) that was enacted on December 22, 2017, during the quarter ended December 31, 2017, the Company revised its estimated annual effective rate to reflect a change in the federal statutory rate from 35.0% to 21.0%. The Tax Act makes broad and complex changes to the U.S. tax code that will affect our fiscal year ending June 30, 2018, including reducing the U.S. federal corporate statutory tax rate to 21.0% beginning January 1, 2018, which results in a blended federal corporate statutory tax rate of 28.1% for the Company’s fiscal year ending June 30, 2018 that is based on the applicable tax rates before and after the Tax Act and the number of days in the fiscal year.
During the quarter ended December 31, 2017, the Company revalued the deferred tax balance to reflect the new corporate tax rate, which resulted in a decrease in net deferred tax assets of $9.2 million. As a result, income tax expense reported for the


fiscal year ended June 30, 2018 was adjusted to reflect the effects of the change in the tax law and the application of the newly enacted rates to existing deferred balances.
Additionally, the Company received tax creditsor for the year ended June 30, 2018. These tax credits reduced the effective tax rate by approximately 2.38%. Lastly, the Company adopted ASU 2016-09 effective July 1, 2017. As a result of the adoption, the Company recorded $2.4 million of income tax benefits for the fiscal year ended June 30, 2018, respectively, related to excess tax benefits from stock compensation. Prior to 2018, such excess tax benefits were generally recorded directly in stockholders’ equity. This new accounting standard may potentially increase the volatility in the Company’s effective tax rates.ended:

June 30,
(Dollars in thousands)20212020
Compensation as a % of net revenue32.4 %39.2 %
FDIC insured program balances (end of period)$730,248 $450,251 
Customer margin balances (end of period)$327,148 $206,702 
Customer funds on deposit, including short credits (end of period)$322,153 $194,042 
Clearing:
Total tickets2,053,362 1,228,635 
Correspondents (end of period)69 61 
Securities lending:
Interest-earning assets – stock borrowed (end of period)$619,088 $222,368 
Interest-bearing liabilities – stock loaned (end of period)$728,988 $255,945 
COMPARISON OF FINANCIAL CONDITION AT JUNE 30, 20192022 AND JUNE 30, 20182021
Our total assets increased $1,680.7 million,$3.1 billion, or 17.6%22.0%, to $11,220.2 million,$17.4 billion, as of June 30, 2019,2022, up from $9,539.5 million$14.3 billion at June 30, 2018.2021. The loan and lease portfolio increased $949.8 million$2.7 billion on a net basis, primarily from portfolio loan and lease originations and purchases of $6,945.3 million$10.4 billion, less principal repayments and other adjustments of $5,995.5 million.Investment securities$7.7 billion. Total cash increased $47.2 millionby $0.5 billion primarily due to purchases, partially offset by repayments and sales. increased deposits.Total liabilities increased by $1,568.2 million$2.9 billion or 18.3%22.5%, to $10,147.2 million$15.8 billion at June 30, 2019,2022, up from $8,579.0 million$12.9 billion at June 30, 2018.2021. The increase in total liabilities resulted primarily from growth in deposits of $997.8 million, consumer, broker-dealer and clearing payables of $238.6 million, and$3.1 billion, partially offset by decreased securities loaned of $198.4 million.
$0.3 billion and decreased advances from the Federal Home Loan Bank of $0.2 billion. Stockholders’ equity increased by $112.5$242.0 million, or 11.7%17.3%, to $1,073.1 million$1.6 billion at June 30, 2019,2022, up from $960.5 million$1.4 billion at June 30, 2018.2021. The
61


increase was largely the result of $155.1$240.7 million in net income for the fiscal year, $13.5$6.8 million vesting and issuance of RSUs and stock-based compensation expense, partially offset by $56.4 million in stock repurchases, $0.6a $5.4 million unrealized gainloss in other comprehensive income, net of tax, and $0.3 million in dividends declared on preferred stock. On March 17, 2016, the Board of Directors of the Company, authorized a program to repurchase up to $100.0 million of common stock. As of June 30, 2019, the Company has repurchased a total of $91.6 million, or 3,242,843 common shares at an average price of $28.25 per share with $8.4 million remaining under the 2016 board authorized stock repurchase program. On August 2, 2019, the Board of Directors of the Company authorized an additional program to repurchase up to $100 million of AX common stock. This share repurchase authorization is intax.
USE OF NON-GAAP FINANCIAL MEASURES
In addition to the existingresults presented in accordance with GAAP, this report includes non-GAAP financial measures such as adjusted earnings, adjusted earnings per common share, repurchase plan and has similar characteristics.tangible book value per common share. Non-GAAP financial measures have inherent limitations, may not be comparable to similarly titled measures used by other companies and are not audited. Readers should be aware of these limitations and should be cautious as to their reliance on such measures. Although we believe the non-GAAP financial measures disclosed in this report enhance investors’ understanding of our business and performance, these non-GAAP measures should not be considered in isolation, or as a substitute for GAAP basis financial measures.

We define “adjusted earnings” as net income without the after-tax impact of non-recurring acquisition-related costs (including amortization of intangible assets related to acquisitions), and other costs (unusual or nonrecurring charges). Adjusted earnings per diluted common share (“adjusted EPS”) is calculated by dividing non-GAAP adjusted earnings by the average number of diluted common shares outstanding during the period. We believe the non-GAAP measures of adjusted earnings and adjusted EPS provide useful information about the Company’s operating performance. We believe excluding the non-recurring acquisition related costs, and other costs provides investors with an alternative understanding of Axos’ business.
Below is a reconciliation of net income, the nearest compatible GAAP measure, to adjusted earnings and adjusted EPS (Non-GAAP) for the periods shown:
For Year Ended June 30,
(Dollars in thousands, except per share amounts)202220212020
Net income$240,716 $215,707 $183,438 
Acquisition-related costs11,355 9,826 10,108 
Other costs1
10,975 — — 
Tax effect of adjustments(6,519)(2,894)(3,048)
Adjusted earnings (Non-GAAP)$256,527 $222,639 $190,498 
Adjusted EPS (Non-GAAP)$4.23 $3.68 $3.10 
1 Primarily one-time resolution of a contractual claim.
We define “tangible book value,” as book value adjusted for goodwill and other intangible assets. Tangible book value is calculated using common stockholders’ equity minus mortgage servicing rights, goodwill and other intangible assets. Tangible book value per common share is calculated by dividing tangible book value by the common shares outstanding at the end of the period. We believe tangible book value per common share is useful in evaluating the Company’s capital strength, financial condition, and ability to manage potential losses. Other costs for the year ended June 30, 2022 relate to resolution of a contractual claim and a legal charge, neither of which are indicative of normal operating costs of the core business.
Below is a reconciliation of total stockholders’ equity, the nearest compatible GAAP measure, to tangible book value (Non-GAAP) as of the dates indicated:
At the Fiscal Years Ended June 30,
(Dollars in thousands, except per share amounts)202220212020
Total stockholders’ equity$1,642,973 $1,400,936 $1,230,846 
Less: preferred stock— — 5,063 
Common stockholders’ equity1,642,973 1,400,936 1,225,783 
Less: mortgage servicing rights, carried at fair value25,213 17,911 10,675 
Less: goodwill and intangible assets156,405 115,972 125,389 
Tangible common stockholders’ equity (Non-GAAP)$1,461,355 $1,267,053 $1,089,719 
Common shares outstanding at end of period59,777,949 59,317,944 59,612,635 
Tangible book value per common share (Non-GAAP)$24.45 $21.36 $18.28 

62


ASSET QUALITY AND ALLOWANCE FOR LOAN AND LEASECREDIT LOSSES

- LOANS
Non-performing loans and leases and foreclosed assets or “non-performing assets” consisted of the following:
 At June 30,
(Dollars in thousands)2019 2018 2017 2016 2015
Non-performing assets:         
Non-accrual loans and leases:         
Single family real estate secured:         
Mortgage$46,005
 $28,446
 $23,377
 $28,400
 $22,842
Home equity
 16
 16
 33
 9
Multifamily real estate secured2,108
 232
 4,255
 2,218
 5,399
Commercial real estate secured
 
 
 254
 2,128
Total non-accrual loans secured by real estate48,113
 28,694
 27,648
 30,905
 30,378
Auto and recreational vehicle secured115
 60
 157
 278
 453
Commercial & Industrial
 2,361
 314
 
 
Other216
 111
 274
 676
 
Total non-performing loans and leases48,444
 31,226
 28,393
 31,859
 30,831
Foreclosed real estate7,449
 9,385
 1,353
 207
 1,225
Repossessed vehicles36
 206
 60
 45
 15
Total non-performing assets$55,929
 $40,817
 $29,806
 $32,111
 $32,071
Total non-performing loans and leases as a percentage of total loans and leases0.51% 0.37% 0.38% 0.50% 0.62%
Total non-performing assets as a percentage of total assets0.50% 0.43% 0.35% 0.42% 0.55%
At June 30,
(Dollars in thousands)202220212020
Non-performing assets:
Non-accrual loans:
Single Family - Mortgage & Warehouse$66,424 $105,708 $84,030 
Multifamily and Commercial Mortgage33,410 20,428 3,425 
Commercial Real Estate14,852 15,839 — 
Total non-accrual loans secured by real estate114,686 141,975 87,455 
Commercial & Industrial - Non-RE2,989 2,942 213 
Auto & Consumer439 278 273 
Other80 — — 
Total non-performing loans118,194 145,195 87,941 
Foreclosed real estate— 6,547 6,114 
Repossessed vehicles798 235 294 
Total non-performing assets$118,992 $151,977 $94,349 
Total non-performing loans as a percentage of total loans0.83 %1.26 %0.82 %
Total non-performing assets as a percentage of total assets0.68 %1.10 %0.68 %
Our non-performing assets increaseddecreased to $55.9$119.0 million at June 30, 20192022 from $40.8$152.0 million at June 30, 2018.2021. The decrease in non-performing assets during the fiscal year ended June 30, 2022 was substantially comprised of a decrease in non-performing loans of $27.0 million. Non-performing assets as a percentage of total assets decreased to 0.68% at June 30, 2022 from 1.10% at June 30, 2021. The increase in non-performing assets during the fiscal year ended June 30, 20192021 compared to June 30, 2020 was substantially comprised of an increase in non-performing loans and leases of $17.2$57.3 million. Non-performing assets as a percentage of total assets increased to 0.50%
The decrease in non-performing loans at June 30, 2019 from 0.43% at June 30, 2018. The increase in non-performing assets during the fiscal year ended June 30, 2018 compared to June 30, 2017 was comprised of a increase in foreclosed real estate of $8.0 million and an increase in non-performing loans and leases of $2.8 million.
The increase in non-performing loans and leases2022 is primarily the result of increasedthe resolution of challenges incurred by single family residential real estate secured loans during the year ended June 30, 2019, partially offsetborrowers impacted by a decrease in non-performing commercial and industrial loans. The increase in non-performing loans and leases as a percentage of total loans and leases is the result of a small number of well secured real estate backed loans.COVID-19. Approximately 94.97%56.2% of the Bank’s non-performingnonaccrual loans and leases are single family first mortgages that carry inhave an aggregate a loan to original appraisal valueloan-to-value ratio of the underlying properties of 44.94%58.2%.
At June 30, 2019, our $46.0 million in single family non-performing loans represents 60 loans in 17 states ranging in amount from $9,000 to $5.0 million. At June 30, 2018, our $28.4 million in single family non-performing loans represents 47 loans in 17 states ranging in amount from $9,000 to $5.0 million. The Bank has already taken impairment charge-offs of $2.2 million on the non-performing single family loans at June 30, 2019. Our $2.1 million in multifamily non-performing loans represents three loans in two states at June 30, 2019, with impairment charge-offs taken in the amount of $0.0 million. At June 30, 2018 the $0.2 million of non-performing multifamily loans represented one loan in one state, with impairment charge-offs taken in the amount of $0.1 million. At June 30, 2018 and 2019, we had no non-performing commercial real estate loans.
The $115,000 in non-performing automobile and recreational vehicle (“RV”) loans represents 11 loans ranging in amount from $1,000 to $26,000 at June 30, 2019. The $60,000 in non-performing automobile and RV loans represented 7 loans ranging in amount from $1,000 to $21,000 at June 30, 2018. Foreclosed real estate of $7.4 million at June 30, 2019 represents three single family properties. Foreclosed real estate of $9.4 million at June 30, 2018 represented three single family properties. All foreclosed real estate is measured at the lower of carrying value or fair value less costs to sell. Repossessed vehicles of $36,000 includes eighteen vehicles with fair values ranging in amount from $1 to $26,000 at June 30, 2019, compared to $206,000 at June 30, 2018, which includes twenty-two vehicles with fair values ranging in amount from $1 to $28,000. Impaired loans are generally adjusted through charge-offs against the allowance for loan and lease losses.
The $216,000 in non-performing other loans represents thirteen loans ranging in amount from $10,000 to $28,000 at June 30, 2019, compared to $111,000 at June 30, 2018 which includes seven loans ranging in amount from $9,000 to $23,000.


We have experienced growth in our non-performing single family mortgage loans over the last five years; however, we believe that the write-downs taken as of June 30, 20192022 on these non-performing loans and the low average LTVs on the balance of our single family mortgage real estate loans in our portfolio make our future risk of loss better than other banks with significant exposure to real estate loans. If average nationwide residential housing values and commercial real estate values decline or if nationwide unemployment increases, we are likely to experience growth in the level of our non-performing loans and leases, foreclosed real estate and repossessed vehicles in future periods.
63


Allowance for Loan and LeaseCredit Losses - Loans. We maintain an allowance
On July 1, 2020, the Company adopted ASC 326. The update replaces the historical incurred loss model to a current expected loss model. Refer to Note 1 - Summary of Significant Accounting Policies within this Form 10-K for loan and lease losses in an amount that we believe is sufficient to provide adequate protection against probable incurred losses in our loan and lease portfolio. We evaluate quarterlyfurther detail on the adequacyaccounting adoption along with detail of the allowance based upon reviews of individual loans and leases, recent loss experience, current economic conditions, risk characteristics of the various categories of loans and leases and other pertinent factors. The evaluation is inherently subjective, as it requires estimates that are susceptible to significant revision as more information becomes available. The allowance is increased by the provision for loan and lease losses, which is charged against current period operating results. The allowance is decreased by the amount of charge-offs of loans and leases deemed uncollectible and increased by recoveries of loans and leases previously charged off.
The allowance for loan and lease losses includes general reserves and may include specific reserves. Specific reserves may be provided for impaired loans considered TDRs. All other impaired loans and leases are written down through charge-offs to their realizable value. A loan or lease is measured for impairment generally two different ways. If the loan or lease is primarily dependent upon the borrower to make payments, then impairment is calculated by comparing the present value of the expected future payments discounted at the effective interest rate to the carrying value of the loan or lease. If the loan or lease is collateral dependent, the net proceeds from the sale of the collateral is compared to the carrying value of the loan or lease. If the calculated amount is less than the carrying value of the loan or lease, the loan or lease has impairment.
A general reserve is includedprocesses involved in determining the allowance for loan and leasecredit losses and is determined by addingunder the results of a quantitative and a qualitative analysis to all other loans and leases not measured for impairment at the reporting date. The quantitative analysis determines the Bank’s actual annual historic charge-off rates and applies the average historic rates to the outstanding loan and lease balances in each pool, the product of which is the general reserve amount. The qualitative analysis considers one or more of the following factors: changes in lending policies and procedures, changes in economic conditions, changes in the content of the portfolio, changes in lending management, changes in the volume of delinquency rates, changes to the scope of the loan and lease review system, changes in the underlying collateral of the loans and leases, changes in credit concentrations and any changes in the requirements to the credit loss calculations. A loss rate is estimated and applied to those loans and leases affected by the qualitative factors.
The assessment of the adequacy of the Company’s allowance for loan and lease losses is based upon a range of quantitative and qualitative factors, including levels and trends of past due and nonaccrual loans and leases, change in volume and mix of loans and leases, collateral values and charge-off history.
The Company provides general loan loss reserves for its auto and RV loans based upon the borrower credit score at the time of origination and the Company’s loss experience to date. The Company obtains updated credit scores for its auto and RV borrowers approximately every six months. The updated credit score will result in a higher or lower general loan loss allowance depending on the change in borrowers’ FICO scores and the resulting shift in loan balances among the five FICO bands from which the Company measures and calculates its reserves. For the general loss reserve, the Company does not use individually updated credit scores or valuations for the real estate collateralizing its real estate loans.
The allowance for loan and lease losses for the auto and RV loan portfolio at June 30, 2019 was determined by classifying each outstanding loan according to the original FICO score and providing loss rates. The Company had $290,779 (dollars in thousands) of auto and RV loan balances subject to general reserves as follows: FICO greater than or equal to 770: $129,836; 715 – 769: $106,966; 700 – 714: $29,491; 660 – 699: $22,169 and less than 660: $2,317.
The Company provides general loan loss reserves for mortgage loans based upon the size and class of the mortgage loan and the loan-to-value ratio (“LTV”) at date of origination. The allowance for each class is determined by stratifying the outstanding unpaid balance for each loan by the LTV and applying a loss rate. At June 30, 2019, the LTV groupings for each significant mortgage class were as follows (dollars in thousands):
The Company had $4,232,817 of single family mortgage portfolio loan balances subject to general reserves as follows: LTV less than or equal to 60%: $2,453,398; 61% – 70%: $1,339,076; 71% – 80%: $439,268; and greater than 80%: $1,075.
The Company had $1,946,405 of multifamily mortgage portfolio loan balances subject to general reserves as follows: LTV less than or equal to 55%: $999,879; 56% – 65%: $613,655; 66% – 75%: $322,364; 76% – 80%: $9,307 and greater than 80%: $1,200. During the quarter ended March 31, 2011, the Company divided the LTV analysis into two classes, separating the purchased loans from the loans underwritten directly by the Company.


Based on historical performance, the Company concluded that multifamily loans originated by the Bank require lower estimated loss rates than multifamily loans purchased. In fiscal years 2002 through 2004 the Company originated $137 million of primarily 30-year multifamily mortgage loans using the same basic underwriting criteria and accounting for 20%, 25% and 19% of the total average balance of the loan portfolio for fiscal year 2004, 2003 and 2002, respectively. The Company intentionally slowed its multifamily and single family origination volume in 2005 through 2009 based upon the overall loosening of credit standards by competitors and the economic downturn. Since 2009, the economy has stabilized and competitive underwriting standards have strengthened allowing the Company to resume its originations. Since 2014, our weighted average of multifamily loans is equal to 21.6% of the total loan portfolio. For these reasons, the Company believes that its historical underwriting experience originating multifamily loans allows the Company to use its historical loss rate as a reasonable indicator of risk. The historic loss or quantitative component of the Company’s general loan loss allowance is supplemented with a qualitative factor including a volume-based adjustment. At June 30, 2019 and June 30, 2018, all of the qualitative components of the general loan loss allowance for multifamily loans accounted for 100% and 100% of the total multifamily allowance, respectively.
The Bank originates and purchases mortgage loans with terms that may include repayments that are less than the repayments for fully amortizing loans, including interest only loans, option adjustable-rate mortgages, and other loan types that permit payments that may be smaller than interest accruals. The Bank’s lending guidelines for interest only loans are adjusted for the increased credit risk associated with these loans by requiring borrowers with such loans to borrow at LTVs that are lower than standard amortizing ARM loans and by calculating debt to income ratios for qualifying borrowers based upon a fully amortizing payment, not the interest only payment. The Company’s Credit Committee monitors and performs reviews of interest only loans. Adverse trends reflected in the Company’s delinquency statistics, grading and classification of interest only loans would be reported to management and the Board of Directors. As of June 30, 2019, the Company had $1.3 billion of interest only loans and $1.6 million of option ARM mortgage loans. Through June 30, 2019, the net amount of deferred interest on these loan types was not material to the financial position or operating results of the Company.
The Company had $326,154 of commercial real estate loan balances subject to general reserves as follows: LTV less than or equal to 50%: $168,706; 51% – 60%: $75,861; 61% – 70%: $59,442; 71% – 80%: $22,145 and greater than 80%: $0.
The Company’s commercial secured portfolio consists of business loans well-collateralized by real estate. The Company’s other portfolio consists of receivables factoring for businesses and consumers. The Company allocates its allowance for loan and lease losses for these asset types based on qualitative factors which consider the value of the collateral and the financial position of the issuer of the receivables.
We believe the weighted average LTV percentage at June 30, 2019 of 55.50% for our entire real estate loan portfolio is lower and more conservative than most banks which has resulted, and is expected to continue to result in the future, in lower average mortgage loan charge-offs when compared to the real estate loan portfolios of other comparable banks.
Seasonal fluctuations in the new guidance.Other loan classification and its associated allowance for loan and lease losses primarily relate to tax season H&R Block-related loan products. These products are generally short term in nature, in that they are intended to be repaid within a few weeks or months of origination; if they are not repaid timely, they are generally charged off in their entirety at 120 days delinquent, consistent with regulatory guidance for unsecured consumer loan products. The Company provides general loan loss reserves for its H&R Block-related loans based upon prior years’ loss experience with consideration for current year loan performance. The increase in provision for loan and lease losses in the Other loan classification from $17.1 million to $17.8 million for the fiscal year ended June 30, 2018 and 2019, the increase in charge-offs from $14.6 million to $16.6 million for the fiscal year ended June 30, 2018 and 2019 and the increase in allowance transfers to held-for-sale from $2.3 million to $2.4 million for the fiscal year ended June 30, 2018 and 2019 were primarily due to the increase in Refund Advance loan fundings from $1.1 billion to $1.2 billion during the quarters ended March 31, 2018 and March 31, 2019, respectively, as well as the Company’s continued funding of Emerald Advance loans. During fiscal 2019 the Company was the sole provider of the Refund Advance product. The increase in provision for loan and lease losses in the Other loan classification from $5.3 million to $17.1 million for the fiscal year ended June 30, 2017 and 2018, respectively, and the increase in charge-offs from $3.5 to $14.6 million for the fiscal year ended June 30, 2017 and 2018 were primarily due to the increase in Refund Advance loan fundings from $0.3 billion to $1.1 billion during the quarters ended March 31, 2017 and March 31, 2018, respectively, as well as the Company’s continued funding of Emerald Advance loans. The increase in provision for loan and lease losses in the Other loan classification from $2.8 million to $5.3 million for the fiscal year ended June 30, 2016 and 2017, respectively, and the increase in charge-offs from $0 to $3.5 million for the fiscal year ended June 30, 2016 and 2017 were primarily due to the Company’s participation in the Refund Advance loan program during which $0.3 billion of loans were purchased during the quarter ended March 31, 2017, as well as its continued funding of Emerald Advance loans. There is no long-term impact on the loan and lease portfolio credit quality, because substantially all of the tax season H&R Block-related loan products are either collected, charged-off or sold by the end of the Company’s fiscal year. While they do incur higher proportional default and charge-off rates than the remainder of the Company’s loan and lease portfolio, these asset quality attributes are within expectations of the design of the products.


The following table sets forth the changes in our allowance for loan and leasecredit losses, by portfolio class for the dates indicated:
 Single Family Real Estate Secured:                
(Dollars in thousands)Mortgage Home
Equity
 Warehouse and Other Multi-family Real Estate Secured Commercial
Real Estate
Secured
 Auto and RV Secured Factoring Commercial & Industrial Other Total Total  Allowance
as a % of Total
Loans
Balance at June 30, 2014$7,959
 $134
 $1,259
 $3,785
 $1,035
 $812
 $279
 $3,048
 $62
 $18,373
 0.51%
Provision for loan losses6,305
 (1) 620
 922
 224
 288
 13
 2,834
 (5) 11,200
  
Charge-offs(747) (43) 
 (344) (156) (271) 
 
 
 (1,561)  
Recoveries147
 32
 
 
 
 124
 
 
 12
 315
  
Balance at June 30, 201513,664
 122
 1,879
 4,363
 1,103
 953
 292
 5,882
 69
 28,327
 0.57%
Provision for loan and lease losses5,040
 (134) 806
 (311) (1,056) 854
 (47) 1,748
 2,800
 9,700
  
Charge-offs(205) (3) 
 (114) (147) (339) 
 
 
 (808)  
Transfers to held for sale
 
 
 
 
 
 
 
 (2,727) (2,727)  
Recoveries167
 38
 
 
 982
 147
 
 
 
 1,334
  
Balance at June 30, 201618,666
 23
 2,685
 3,938
 882
 1,615
 245
 7,630
 142
 35,826
 0.56%
Provision for loan and lease losses2,308
 (6) (387) 323
 110
 990
 156
 2,251
 5,316
 11,061
  
Charge-offs(1,115) (23) 
 
 (23) (433) 
 
 (3,502) (5,096)  
Transfers to held for sale
 
 
 
 
 
 
 
 (1,828) (1,828)  
Recoveries113
 25
 
 377
 39
 207
 
 
 108
 869
  
Balance at June 30, 201719,972
 19
 2,298
 4,638
 1,008
 2,379
 401
 9,881
 236
 40,832
 0.55%
Provision for loan and lease losses632
 (18) 69
 372
 (159) 1,390
 44
 6,357
 17,113
 25,800
  
Charge-offs(271) (1) (287) 
 
 (803) 
 
 (14,617) (15,979)  
Transfers to held for sale
 
 
 
 
 
 
 
 (2,307) (2,307)  
Recoveries35
 14
 
 
 
 212
 
 
 544
 805
  
Balance at June 30, 201820,368
 14
 2,080
 5,010
 849
 3,178
 445
 16,238
 969
 49,151
 0.58%
Provision for loan and lease losses1,317
 (12) 4,247
 (1,022) 195
 2,605
 (112) 2,286
 17,846
 27,350
  
Charge-offs(799) 
 
 
 
 (1,156) 
 (1,149) (16,559) (19,663)  
Transfers to held for sale
 
 
 
 
 
 
 
 (2,356) (2,356)  
Recoveries396
 11
 
 109
 
 191
 
 
 1,896
 2,603
  
Balance at June 30, 2019$21,282
 $13
 $6,327
 $4,097
 $1,044
 $4,818
 $333
 $17,375
 $1,796
 $57,085
 0.60%
At June 30, 2019, the entire allowance for loan and lease losses for each portfolio class was calculated as a contingent impairment (ASC 450, Contingencies for Gain and Loss). When specific loan and lease impairment analysis is performed under ASC 310-10, the impairment is either recorded as a charge-off to the loan and lease loss allowance or, if such loan is a TDR, the impairment is recorded as a specific loan and lease loss allowance.


(Dollars in thousands)Single Family - Mortgage & WarehouseMultifamily and Commercial MortgageCommercial Real EstateAuto & ConsumerCommercial & Industrial - Non-REOtherTotalTotal  Allowance
as a % of Total
Loans
Balance at June 30, 2019$22,290 $3,807 $14,632 $6,339 $9,544 $473 $57,085 0.60 %
Provision for credit losses3,546 793 6,420 7,429 4,542 19,470 42,200 
Charge-offs(203)— — (5,047)(4,132)(16,451)(25,833)
Recoveries266 119 — 741 — 1,229 2,355 
Balance at June 30, 202025,899 4,719 21,052 9,462 9,954 4,721 75,807 0.71 %
Effect of Adoption of ASC 3266,318 7,408 25,893 610 7,042 29 47,300 
Provision for credit losses(3,242)1,196 11,238 (1,354)14,251 1,661 23,750 
Charge-offs(2,502)(177)(255)(3,517)(2,833)(7,274)(16,558)
Recoveries131 — — 1,318 46 1,164 2,659 
Balance at June 30, 202126,604 13,146 57,928 6,519 28,460 301 132,958 1.15 %
Provision for credit losses(7,009)1,332 11,411 10,492 2,544 (270)18,500 
Charge-offs(82)— — (4,024)(322)— (4,428)
Recoveries157 177 — 1,127 126 — 1,587 
Balance at June 30, 2022$19,670 $14,655 $69,339 $14,114 $30,808 $31 $148,617 1.04 %
The following table sets forth our allowance for loan and leasecredit losses by portfolio class:
 At June 30,
 2019 2018 2017 2016 2015
(Dollars in thousands)
Amount of
Allowance
 
Loan
Category
as a %
of Total
Loans
 
Amount of
Allowance
 Loan
Category
as a %
of Total
Loans
 
Amount of
Allowance
 Loan
Category
as a %
of Total
Loans
 
Amount of
Allowance
 Loan
Category
as a %
of Total
Loans
 
Amount of
Allowance
 Loan
Category
as a %
of Total
Loans
Single family real estate secured:                   
Mortgage$21,282
 45.3% $20,368
 49.3% $19,972
 52.4% $18,666
 57.5% $13,664
 59.6%
Home equity13
 % 14
 % 19
 % 23
 % 122
 0.1%
Warehouse & Other6,327
 8.7% 2,080
 4.8% 2,298
 6.1% 2,685
 8.4% 1,879
 7.7%
Multifamily real estate secured4,097
 20.6% 5,010
 21.1% 4,638
 21.7% 3,938
 21.5% 4,363
 23.7%
Commercial real estate secured1,044
 3.4% 849
 2.6% 1,008
 2.2% 882
 1.9% 1,103
 1.2%
Auto & RV secured4,818
 3.1% 3,178
 2.5% 2,379
 2.1% 1,615
 1.2% 953
 0.3%
Factoring333
 1.0% 445
 2.1% 401
 2.1% 245
 1.5% 292
 2.4%
Commercial & Industrial17,375
 17.5% 16,238
 17.4% 9,881
 13.3% 7,630
 8.0% 5,882
 5.0%
Other1,796
 0.4% 969
 0.2% 236
 0.1% 142
 % 69
 %
Total$57,085
 100.0% $49,151
 100.0% $40,832
 100.0% $35,826
 100.0% $28,327
 100.0%
At June 30,
202220212020
(Dollars in thousands)Amount of
Allowance
Loan
Category
as a %
of Total
Allowance
Amount of
Allowance
Loan
Category
as a %
of Total
Allowance
Amount of
Allowance
Loan
Category
as a %
of Total
Allowance
Single Family - Mortgage & Warehouse$19,670 13.2 %$26,604 20.0 %$25,899 34.2 %
Multifamily and Commercial Mortgage14,655 9.9 %13,146 9.9 %4,719 6.2 %
Commercial Real Estate69,339 46.7 %57,928 43.6 %21,052 27.8 %
Commercial & Industrial - Non-RE30,808 20.7 %28,460 21.4 %9,954 13.1 %
Auto & Consumer14,114 9.5 %6,519 4.9 %9,462 12.5 %
Other31 — %301 0.2 %4,721 6.2 %
Total$148,617 100.0 %$132,958 100.0 %$75,807 100.0 %
The Company’s allowance for loan and leasecredit losses increased $7.9$15.7 million or 16.1%11.8% from June 30, 20182021 to June 30, 2019.2022. As a percentage of the outstanding loan balance, the Company’s loan and lease loss allowance was 0.60%1.04% at June 30, 20192022 and 0.58%1.15% at June 30, 2018.2021. Provisions for loan losscredit losses were $27.4$18.5 million for fiscal 20192022 and $25.8$23.8 million for fiscal 2018.2021. The Company’s loan and leasecredit loss provisions for fiscal 20192022 compared to 2018 increased2021 decreased by $1.6$5.3 million as a resultprimarily due to updates in economic and business conditions and loan mix. Provisions for credit losses for fiscal 2022 were primarily comprised of loanprovisions in Commercial Real Estate and lease portfolioAuto & Consumer due to growth and a change in these segments of the loan and lease mix, includingportfolio.
Net charge-offs during the fiscal year ended June 30, 2022, were $2.8 million, primarily due to the auto & consumer segment. Net-charge-offs in fiscal 2022 decreased compared to fiscal 2021, due to decreases in net charge-offs of $6.1 million in other loans for the fully reserved charge-off of Refund Advance loans, $2.6 million in commercial & industrial - non RE, $2.4 million in single family - mortgage & warehouse, partially offset by an increase in Refund Advance originations.net charge-offs of $0.7 million for auto & consumer.
Charge-offs, net of recoveries, for fiscal 2019 increased $0.2 million, decreased $0.1 million and remained unchangedNet charge-offs for single family - mortgage & warehouse loans increased $2.4 million for fiscal 2021. Net charge-offs for each of multifamily and commercial mortgage and commercial real estate secured loans increased $0.2 million in fiscal 2021, respectively. Charge-offs, net of recoveries,Net charge-offs for the auto & RV portfolio increased $0.4consumer decreased $2.1 million for fiscal 2019. Charge-offs, net of recoveries,2021. Net charge-offs for the Other portfolio increased $0.6other decreased $9.1 million for fiscal 2019. For fiscal 20182021, primarily due to a $6.3 million decrease in Refund Advance charge-offs and a $0.9 million decrease in net of recoveries, decreased $0.8 million, increased $0.4 million and increased $16,000charge-offs for single family mortgage, multifamily and commercial real estate secured loans, respectively. Charge-offs, net of recoveries, for the Other portfolio increased $10.7 million for fiscal 2018.unsecured consumer loans.
64


Between June 30, 20182021 and 2019,2022, the Bank’s total allowance for loan and leasecredit losses as a proportion of the loan and lease portfolio increased 2decreased 11 basis points primarily due to a changeupdates in theeconomic and business conditions and loan and lease mix.

LIQUIDITY AND CAPITAL RESOURCES
Liquidity. For Axos Bank, our sources of liquidity include deposits, borrowings, payments and maturities of outstanding loans, sales of loans, maturities or gains on sales of investment securities and other short-term investments. While scheduled loan payments and maturing investment securities and short-term investments are relatively predictable sources of funds, deposit flows and loan prepayments are greatly influenced by general interest rates, economic conditions and competition. We generally invest excess funds in overnight deposits and other short-term interest-earning assets. We use cash generated through retail deposits, our largest funding source, to offset the cash utilized in lending and investing activities. Our short-term interest-earning investment securities are also used to provide liquidity for lending and other operational requirements.
As an additional source of funds, we have two credit agreements. Axos Bank can borrow up to 40% of its total assets from the FHLB. Borrowings are collateralized by pledging certain mortgage loans and investment securities to the FHLB. Based on loans and securities pledged at June 30, 2019,2022, we had a total borrowing availability of approximatelyan additional $2.0 billion available immediately which represents a fully collateralized position,and an additional $3.9 billion available with additional collateral, for advances from the FHLB for terms up to ten years.
The Bank can also borrow from the discount window at the FRB. FRBFRBSF. FRBSF borrowings are collateralized by commercial loans, consumer loans and mortgage-backed securities pledged to the FRB.FRBSF. Based on loans and securities pledged at June 30, 2019, we2022, the Bank had a total borrowing capacity of approximately $1.6$2.8 billion, all of which was available for use. At June 30, 2019,2022, we also had $35.0$175.0 million in unsecured federal funds lines of credit with two major banks under which there were no borrowings outstanding.


In the past, we havethe Bank has used long-term borrowings to fund our loans and to minimize our interest rate risk. Our future borrowings will depend on the growth of our lending operations and our exposure to interest rate risk. We expect to continue to use deposits and advances from the FHLB as the primary sources of funding our future asset growth.
Axos Clearing has a total of $155.0$150.0 million uncommitted secured lines of credit available for borrowing as needed.borrowing. As of June 30, 2019,2022, there was $106.8$58.4 million outstanding. These credit facilities bear interest at rates based on the Federal Funds rate and borrowings are due upon demand. The weighted average interest rate on the borrowings at June 30, 20192022 was 3.84%2.99%.
Axos Clearing has a $35.0$175.0 million committed unsecured line of credit available for limited purpose borrowing.borrowing, which includes $100.0 million from Axos Financial, Inc. As of June 30, 2019,2022, there was none outstanding.$53.1 million outstanding after elimination of intercompany balances. This credit facility bears interest at rates based on the Federal Funds rate and borrowings are due upon demand. The unsecured line of credit requires Axos Clearing operate in accordance with specific covenants surrounding capital and debt ratios. Axos Clearing was in compliance of all covenants as of June 30, 2019.2022.
In December 2004, we completed a transaction that resulted in which we formed a trust and issued $5.0 million of trust-preferred securities. The net proceeds from the offering were used to purchase approximately $5.2 million of junior subordinated debentures offor our company with a stated maturity date of February 23, 2035. The debentures are the sole assets of the trust. The trust preferred securities are mandatorily redeemable upon maturity, or upon earlier redemption as provided in the indenture. We have the right to redeem the debentures in whole (but not in part) on or after specific dates, at a redemption price specified in the indenture plus any accrued but unpaid interest through the redemption date. Interest accrues at the rate of three-month LIBOR plus 2.4%, for a rate of 4.92%3.90% as of June 30, 2019,2022, with interest paid quarterly starting in February 2005. We entered into this transaction to provide additional regulatory capital to our Bank to support its growth.quarterly.
In February 2015, we filed a shelf registration with the SEC which allows us to issue up to $350.0 million through the sale of debt securities, common stock, preferred stock and warrants.
In March 2016, weAxos completed the sale of $51.0 million aggregate principal amount of our 6.25% Subordinated Notes due February 28, 2026 (the “Notes”“Notes 2026”). We received $51.0 million in gross proceeds as a part of this transaction, before the 3.15% underwriting discount and other offering expenses. The Notes mature on February 28, 2026 and accrue interest at a rate of 6.25% per annum, with interest payable quarterly. The Notes may be redeemed on or afterOn March 31, 2021, which date may be extendedthe Company completed the redemption of $51.0 million aggregate principal amount. The Notes 2026 were redeemed for cash by the Company at the our discretion, at a redemption price equal to100% of their principal amount, plus accrued and unpaid interest, subject to certain conditions describedin accordance with the terms of the indenture governing the Notes 2026. On March 31, 2021, the Company completed the redemption of $51.0 million aggregate principal amount of its Notes 2026. The Notes 2026 were redeemed for cash by the Company at 100% of their principal amount, plus accrued and unpaid interest, in accordance with the terms of the indenture governing the Notes 2026. Remaining unamortized deferred financing costs associated with such notes were expensed and included under Interest Expense - Other Borrowings in the Indenture.
In March 2018, we filed a post-effective amendment to deregister all securities unsold under the February 2015 shelf registration and subsequently, we filed a new shelf registration with the SEC which allows us to issue up to $350.0 million through the saleConsolidated Statements of debt securities, common stock, preferred stock and warrants.Income.
In January 2019, we issued subordinated notes totaling $7.5 million, to the principal stockholders of COR Securities in an equal principal amount, with a maturity of 15 months, to serve as the sole source of payment of indemnification obligations of the principal stakeholders of COR Securities under the Merger Agreement. Interest accrues at a rate of 6.25% per annum. During the fiscal year ended June 30, 2019, $0.1 million of subordinated loans were repaid. The Company has made an indemnification claim against the $7.4 million remaining.
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In September 2020, the Company completed the sale of $175.0 million aggregate principal amount of its 4.875% Fixed-to-Floating Rate Subordinated Notes due October 1, 2030 (the “Notes”). The Notes mature on October 1, 2030 and accrue interest at a fixed rate per annum equal to 4.875%, payable semi-annually in arrears on April 1 and October 1 of each year, commencing on April 1, 2021. From and including October 1, 2025, to, but excluding October 1, 2030 or the date of early redemption, the Notes will bear interest at a floating rate per annum equal to a benchmark rate (which is expected to be the Three-Month Term Secured Overnight Financing Rate) plus a spread of 476 basis points, payable quarterly in arrears on January 1, April 1, July 1 and October 1 of each year, commencing on January 2026. The Notes may be redeemed on or after October 1, 2025, which date may be extended at the Company’s discretion, at a redemption price equal to principal plus accrued and unpaid interest, subject to certain conditions.
In March 2021, we filed a new shelf registration with the SEC which allows us to issue up to $400.0 million through the sale of debt securities, common stock, preferred stock and warrants.
In February 2022, the Company completed the sale of $150.0 million aggregate principal amount of its 4.00% Fixed-to-Floating Rate Subordinated Notes (the “Notes”). The Notes are obligations only of Axos Financial, Inc. The Notes mature on March 1, 2032 and accrue interest at a fixed rate per annum equal to 4.00%, payable semi-annually in arrears on March 1 and September 1 of each year, commencing on September 1, 2022. From and including March 1, 2027, to, but excluding March 1, 2032 or the date of early redemption, the Notes will bear interest at a floating rate per annum equal to a benchmark rate of the Three-Month Term SOFR plus a spread of 2.27 basis points, payable quarterly in arrears on March 1, June 1, September 1 and December 1 of each year, commencing on June 1, 2027. The Notes may be redeemed on or after March 1, 2027, which date may be extended at the Company’s discretion, at a redemption price equal to principal plus accrued and unpaid interest, subject to certain conditions. Fees and costs incurred in connection with the debt offering amortize to interest expense over the term of the Notes.
Off-Balance Sheet Commitments. At June 30, 2019,2022, we had commitments to originate loans with an aggregate outstanding principal balance of $752.8$3,504.3 million, commitments to sell loans with an aggregate outstanding principal balance at the time of sale of $94.2$8.4 million, and no commitments to purchase loans, investment securities or any other unused lines of credit. See Item 3. Legal Proceedings for further information on pending litigation in which we are involved.
Contractual Obligations. The Company enters into contractual obligations in the normal course of business primarily as a source of funds for its asset growth and to meet required capital needs. Our time deposits due within one year of June 30, 20192022 totaled $1.3$0.7 billion. If these maturing deposits do not remain with us, we may be required to seek other sources of funds, including using off-balance sheet deposits managed by Axos Clearing, other time deposits and borrowings. Depending on market conditions, we may be required to pay higher rates on deposits and borrowings than we currently pay on time deposits maturing within one year. We believe, however, based on past experience, that a significant portion of our time deposits will remain with us. We believe we have the ability to attract and retain deposits by adjusting interest rates offered.


The following table presents our contractual obligations for long-term debt, time deposits, and operating leases by payment date:
At June 30, 2019At June 30, 2022
Payments Due by PeriodPayments Due by Period
(Dollars in thousands)Total 
Less than
One Year
 
One to
Three Years
 
Three to
Five Years
 
More than
Five Years
(Dollars in thousands)TotalLess than
One Year
One to
Three Years
Three to
Five Years
More than
Five Years
Long-term debt obligations1, 2
$559,832
 $302,104
 $127,629
 $35,486
 $94,613
Long-term debt obligations1, 2
$704,163 $163,763 $63,236 $31,949 $445,215 
Other obligations3
Other obligations3
28,083 11,160 8,890 6,914 1,119 
Time deposits2
2,497,083
 1,347,281
 490,890
 179,278
 479,634
Time deposits2
1,068,957 751,156 302,786 15,015 — 
Operating lease obligations3
91,834
 8,634
 17,411
 18,288
 47,501
Operating lease obligations4
Operating lease obligations4
83,554 10,509 22,018 21,671 29,356 
Total$3,148,749
 $1,658,019
 $635,930
 $233,052
 $621,748
Total$1,884,757 $936,588 $396,930 $75,549 $475,690 
1 Long-term debt includes advances from the FHLB and Subordinated notes and debentures.
2 Amounts include principal and interest due to recipient.
3 Commitments for low income housing project partnerships, which provide income tax credits, and in small business investment companies that call for capital contributions up to an amount specified in the partnership agreements, excludes interest.
4 Payments are for the lease of real property.
Consolidated and Bank Capital Requirements. Our Company and Bank are subject to regulatory capital adequacy requirements promulgated by federal bank regulatory agencies. Failure by our Company or Bank to meet minimum capital requirements could result in certain mandatory and discretionary actions by regulators that could have a material adverse effect on our consolidated financial statements. The Federal Reserve establishes capital requirements for our Company and the OCC has similar requirements for our Bank. The following tables present regulatory capital information for our Company and Bank.
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Information presented for June 30, 2019,2022, reflects the Basel III capital requirements that became effective January 1, 2015 for both our Company and Bank. Under these capital requirements and the regulatory framework for prompt corrective action, our Company and Bank must meet specific capital guidelines that involve quantitative measures of our Company and Bank’s assets, liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices. Our Company’s and Bank’s capital amounts and classifications are also subject to qualitative judgments by regulators about components, risk weightings and other factors.
Quantitative measures established by regulation require our Company and Bank to maintain certain minimum capital amounts and ratios. Federal bank regulators require our Company and Bank maintain minimum ratios of core capital to adjusted average assets of 4.0%, common equity tier 1 capital to risk-weighted assets of 4.5%, tier 1 capital to risk-weighted assets of 6.0% and total risk-based capital to risk-weighted assets of 8.0%. To be “well capitalized,” our Company and Bank must maintain minimum leverage, common equity tier 1 risk-based, tier 1 risk-based and total risk-based capital ratios of at least 5.0%, 6.5%, 8.0% and 10.0%, respectively. At June 30, 2019,2022, our Company and Bank met all the capital adequacy requirements to which they were subject to and were “well capitalized” under the regulatory framework for prompt corrective action. Management believes that no conditions or events have occurred since June 30, 20192022 that would materially adversely change the Company’s and Bank’s capital classifications. From time to time, we may need to raise additional capital to support our Company’s and Bank’s further growth and to maintain their “well capitalized” status.


The Bank’sCompany’s and Company’sBank’s capital amounts, capital ratios and requirements were as follows:
Minimum Capital RequirementMinimum Capital Requirement with Capital BufferMinimum to Be Well 
Capitalized
June 30,
(Dollars in thousands)202220212020
Regulatory Capital Ratios (Company):
Tier 1 leverage ratio9.25 %8.82 %8.97 %4.00 %4.00 %N/A
Common equity tier 1 capital ratio9.86 %11.36 %11.22 %4.50 %7.00 %N/A
Tier 1 risk-based capital ratio9.86 %11.36 %11.27 %6.00 %8.50 %N/A
Total risk-based capital ratio12.73 %13.78 %12.64 %8.00 %10.50 %N/A
Regulatory Capital Ratios (Bank):
Tier 1 leverage ratio10.65 %9.45 %9.25 %4.00 %4.00 %5.00 %
Common equity tier 1 capital ratio11.24 %12.28 %11.79 %4.50 %7.00 %6.50 %
Tier 1 risk-based capital ratio11.24 %12.28 %11.79 %6.00 %8.50 %8.00 %
Total risk-based capital ratio12.01 %13.21 %12.62 %8.00 %10.50 %10.00 %
 Axos Financial, Inc. Axos Bank “Well 
Capitalized”
Ratio
 Minimum Capital
Ratio
(Dollars in thousands)June 30, 2019 June 30, 2018 June 30, 2019 June 30, 2018 
Regulatory Capital:           
Tier 1$938,143
 $893,338
 $932,366
 $837,985
    
Common equity tier 1$933,080
 $888,275
 $932,366
 $837,985
    
Total capital (to risk-weighted assets)$1,053,855
 $993,650
 $989,678
 $887,297
    
            
Assets:           
Average adjusted$10,717,011
 $9,450,894
 $10,124,487
 $9,509,891
    
Total risk-weighted$8,161,588
 $6,694,963
 $7,679,738
 $6,686,634
    
            
Regulatory Capital Ratios:           
Tier 1 leverage (core) capital to adjusted average assets8.75% 9.45% 9.21% 8.88% 5.00% 4.00%
Common equity tier 1 capital (to risk-weighted assets)11.43% 13.27% 12.14% 12.53% 6.50% 4.50%
Tier 1 capital (to risk-weighted assets)11.49% 13.34% 12.14% 12.53% 8.00% 6.00%
Total capital (to risk-weighted assets)12.91% 14.84% 12.89% 13.27% 10.00% 8.00%
Beginning January 1, 2016, Basel III implements a requirement for all banking organizations to maintain a capital conservation buffer above the minimum risk-based capital requirements in order to avoid certain limitations on capital distributions, stock repurchases and discretionary bonus payments to executive officers. The capital conservation buffer is exclusively composed of common equity tier 1 capital, and it applies to each of the three risk-based capital ratios but not the leverage ratio. At June 30, 2019,2022, the Company and Bank arewere in compliance with the capital conservation buffer requirement, which increasesrequirement. Inclusive of the three risk-basedfully phased-in capital ratios by 0.625% each year through 2019, at which point,conservation buffer, the common equity tierTier 1 risk based, tiercapital, Tier 1 risk-based capital and total risk-based capital ratios will beratio minimums are 7.0%, 8.5% and 10.5%, respectively.
Securities Business
Pursuant to the net capital requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Axos Clearing, is subject to the SEC Uniform Net Capital (Rule 15c3-1 of the Exchange Act). Under this rule, the CompanyAxos Clearing has elected to operate under the alternate method and is required to maintain minimum net capital of $250,000 or 2% of aggregate debit balances arising from client transactions, as defined. On June 30, 2019 Under the alternate method, the CompanyAxos Clearing may not repay subordinated debt, pay cash distributions, or make any unsecured advances or loans to its parent or employees if such payment would result in net capital of less than 5% of aggregate debit balances or less than 120% of its minimum dollar requirement.
At June 30, 2019, the
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The net capital position of Axos Clearing was as follows:
(Dollars in thousands)Axos Clearing
Net capital$21,669
Less: required net capital3,811
Excess capital$17,858
  
Net capital as a percentage of aggregate debit items11.37%
Net capital in excess of 5% aggregate debit items$12,142
(Dollars in thousands)June 30, 2022June 30, 2021
Net capital$38,915 $35,950 
Less: required net capital6,250 8,046 
Excess capital$32,665 $27,904 
Net capital as a percentage of aggregate debit items12.45 %8.94 %
Net capital in excess of 5% aggregate debit items$23,290 $15,836 
Axos Clearing, as a clearing broker, is subject to SEC Customer Protection Rule (Rule 15c3-3 of the Exchange Act) which requires segregation of funds in a special reserve account for the benefit of customers. At June 30, 2019,2022, the Company had a deposit requirement of $198.3$286.9 million and maintained a deposit of $204.7$335.8 million.


On July 1, 2022, Axos Clearing made a withdrawal of excess deposits of $39 million. At June 30, 2021, the Company had a deposit requirement of $258.1 million and maintained a deposit of $251.2 million. On July 1, 2021, Axos Clearing made a deposit to satisfy the deposit requirement.
Certain broker-dealers have chosen to maintain brokerage customer accounts at the Axos Clearing. To allow these broker-dealers to classify their assets held by the Company as allowable assets in their computation of net capital, the Company computes a separate reserve requirement for Proprietary Accounts of Brokers (PAB). At June 30, 2019,2022, the Company had a deposit requirement of $3.4$29.1 million and maintained a deposit of $1.7$36.3 million. On July 1, 2019,2022, Axos Clearing made a withdrawal of $6.1 million of excess deposits. At June 30, 2021, the Company had a deposit requirement of $73.6 million and maintained a deposit of $71.0 million. On July 1, 2021, Axos Clearing made a deposit to satisfy the deposit requirement.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Market risk is defined as the sensitivity of income and capital to changes in interest rates, foreign currency exchange rates, commodity prices and other relevant market rates or prices. The primary market risk to which we are exposed is interest rate risk. Changes in interest rates can have a variety of effects on our business. In particular, changes in interest rates affect our net interest income, net interest margin, net income, the value of our securities portfolio, the volume of loans originated, and the amount of gain or loss on the sale of our loans.
We are exposed to different types of interest rate risk. These risks include lag, repricing, basis, prepayment and lifetime cap risk, each of which is described in further detail below:
Lag/Repricing Risk. Lag risk results from the inherent timing difference between the repricing of our adjustable rate assets and our liabilities. Repricing risk is caused by the mismatch of repricing methods between interest-earning assets and interest-bearing liabilities. Lag/repricing risk can produce short-term volatility in our net interest income during periods of interest rate movements even though the effect of this lag generally balances out over time. One example of lag risk is the repricing of assets indexed to the monthly treasury average (“MTA”). The MTA index is based on a moving average of rates outstanding during the previous 12 months. A sharp movement in interest rates in a month will not be fully reflected in the index for 12 months resulting in a lag in the repricing of our loans and securities based on this index. We expect more of our interest-earning liabilitiesassets will mature or reprice within one year than will our interest-bearing assets,liabilities, resulting in a one year negativepositive interest rate sensitivity gap (the difference between our interest rate sensitive assets maturing or repricing within one year and our interest rate sensitive liabilities maturing or repricing within one year, expressed as a percentage of total interest-earning assets). In a rising interest rate environment, an institution with a positive gap would generally be expected, absent the effects of other factors, to experience a greater increase in its yield on assets relative to its cost on liabilities, and thus an increase in its net interest income. If our interest-bearing liabilities lag in repricing is shorter, or reprices faster, than our interest-earning assets lag, then it would result in a reduction to our net interest income.
Basis Risk. Basis risk occurs when assets and liabilities have similar repricing timing but repricing is based on different market interest rate indices. Our adjustable rate loansearning assets that reprice are directly tied to various indices, based uponsuch as: U.S. Treasury, rates,SOFR, LIBOR, Ameribor, BSBY, Eleventh District Cost of Funds, Federal Funds (“Fed Funds”), Interest Rate on Excess Reserves (“IOER”) and the Prime rate. OurPrime. Generally, our deposit rates are not directly tied to these same indices. A portion of the Bank’s deposits are based on administrative rates controlled by management and the remaining portion are directly tied to Fed Funds. Certain debt is linked to Fed Funds as well as LIBOR. Therefore, if deposit interest ratesliability-linked indices rise faster than the adjustable rate loanasset-linked indices and there are no other changes in our asset/liability mix, our net interest income will likely decline due to basis risk.
Prepayment Risk. Prepayment risk results from the right of customers to pay their loans prior to maturity. Generally, loan prepayments increase in falling interest rate environments and decrease in rising interest rate environments. In addition, prepayment risk results from the right of customers to withdraw their time deposits before maturity. Generally, early
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withdrawals of time deposits increase during rising interest rate environments and decrease in falling interest rate environments. When estimating the future performance of our assets and liabilities, we make assumptions as to when and how much of our loans and deposits will be prepaid. If the assumptions prove to be incorrect, the asset or liability may perform differently than expected. In the last three fiscal years, the Bank has experienced high rates of loan prepayments due to historically low interest rates and a low LTV loan portfolio.
Lifetime Cap Risk. Our adjustable rate loans have lifetime interest rate caps. In periods of rising interest rates, it is possible for the fully indexed interest rate (index rate plus the margin) to exceed the lifetime interest rate cap. This feature prevents the loan from repricing to a level that exceeds the cap’s specified interest rate, thus adversely affecting net interest income in periods of relatively high interest rates. On a weighted average basis, our adjustable rate loans at June 30, 20192022 had lifetime rate caps that were 610601 basis points greater than their current stated note rates. If market rates rise by more than the interest rate cap, we will not be able to increase these loan rates above the interest rate cap.
The principal objective of our asset/liability management is to manage the sensitivity of Market Value of Equity (“MVE”) to changing interest rates. Asset/liability management is governed by policies reviewed and approved annually by our boardBoard of directors.Directors. Our boardBoard of directorsDirectors has delegated the responsibility to oversee the administration of these policies to the Bank’s asset/liability committee (“ALCO”). The interest rate risk strategy currently deployed by ALCO is to primarily use “natural” balance sheet hedging. ALCO makes adjustments to the overall MVE sensitivity by recommending investment and borrowing strategies. The management team then executes the recommended strategy by increasing or decreasing the duration of the investments and borrowings, resulting in the appropriate level of market risk the boardBoard of Directors wants to maintain. Other examples of ALCO policies designed to reduce our interest rate risk include limiting the premiums paid to purchase mortgage loans or mortgage-backed


securities. This policy addresses mortgage prepayment risk by capping the yield loss from an unexpected high level of mortgage loan prepayments. At least once a quarter, ALCO members report to our boardBoard of directorsDirectors the status of our interest rate risk profile.
We measure interest rate sensitivity as the difference between amounts of interest-earning assets and interest-bearing liabilities that mature within a given period of time. The difference, or the interest rate sensitivity gap, provides an indication of the extent to which an institution’s interest rate spread will be affected by changes in interest rates. A gap is considered positive when the amount of interest rate sensitive assets exceeds the amount of interest rate sensitive liabilities and negative when the amount of interest rate sensitive liabilities exceeds the amount of interest rate sensitive assets.
In a rising interest rate environment, an institution with a positive gap would be in a better position than an institution with a negative gap to invest in higher yielding assets or to have its asset yields adjusted upward, which would result in the yield on its assets to increase at a faster pace than the cost of its interest-bearing liabilities.
During a period of falling interest rates, however, an institution with a positive gap would tend to have its assets mature at a faster rate than one with a negative gap, which would tend to reduce the growth in its net interest income.
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Banking Business
The following table sets forth the amounts of interest earning assets and interest bearing liabilities that were outstanding at June 30, 20192022 and the portions of each financial instrument that are expected to mature or reset interest rates in each future period:
Term to Repricing, Repayment, or Maturity at

Term to Repricing, Repayment, or Maturity at
June 30, 2019June 30, 2022
(Dollars in thousands)Six Months or Less Over Six
Months Through
One Year
 
Over One
Year
through
Five Years
 
Over Five
Years
 Total(Dollars in thousands)Six Months or LessOver Six
Months Through
One Year
Over One
Year
through
Five Years
Over Five
Years
Total
Interest-earning assets:         Interest-earning assets:
Cash and cash equivalents$642,908
 $
 $
 $
 $642,908
Cash and cash equivalents$1,176,728 $— $— $— $1,176,728 
Mortgage-backed and other investment securities1
197,094
 541
 9,055
 19,138
 225,828
Mortgage-backed and other investment securities1
245,137 1,238 12,119 18,780 277,274 
Stock of the FHLB, at cost17,250
 
 
 
 17,250
Stock of the FHLB, at cost17,250 — — — 17,250 
Loans, net of allowance for loan and lease losses2
4,473,342
 1,228,965
 3,673,261
 6,546
 9,382,114
Loans2
Loans2
7,896,055 1,785,965 4,392,166 135,752 14,209,938 
Loans held for sale38,060
 
 
 
 38,060
Loans held for sale15,911 — — — 15,911 
Total interest-earning assets5,368,654
 1,229,506
 3,682,316
 25,684
 10,306,160
Total interest-earning assets9,351,081 1,787,203 4,404,285 154,532 15,697,101 
Non-interest-earning assets
 
 
 
 260,653
Non-interest-earning assets— — — — 305,613 
Total assets$5,368,654
 $1,229,506
 $3,682,316
 $25,684
 $10,566,813
Total assets$9,351,081 $1,787,203 $4,404,285 $154,532 $16,002,714 
Interest-bearing liabilities:         Interest-bearing liabilities:
Interest-bearing deposits3
$1,158,509
 $5,323,226
 $662,351
 $422,723
 $7,566,809
Interest-bearing deposits3
$7,157,834 $1,519,504 $311,808 $— $8,989,146 
Advances from the FHLB261,000
 25,000
 142,500
 30,000
 458,500
Advances from the FHLB17,500 10,000 30,000 60,000 117,500 
Other borrowings28,830
 
 
 57,093
 85,923
Other borrowings— — — — — 
Total interest-bearing liabilities1,448,339
 5,348,226
 804,851
 509,816
 8,111,232
Total interest-bearing liabilities7,175,334 1,529,504 341,808 60,000 9,106,646 
Other non-interest-bearing liabilities
 
 
 
 1,445,904
Other non-interest-bearing liabilities— — — — 5,261,883 
Stockholders’ equity
 
 
 
 1,009,677
Stockholders’ equity— — — — 1,634,185 
Total liabilities and equity$1,448,339
 $5,348,226
 $804,851
 $509,816
 $10,566,813
Total liabilities and equity$7,175,334 $1,529,504 $341,808 $60,000 $16,002,714 
Net interest rate sensitivity gap$3,920,315
 $(4,118,720) $2,877,465
 $(484,132) $2,194,928
Net interest rate sensitivity gap$2,175,747 $257,699 $4,062,477 $94,532 $6,590,455 
Cumulative gap$3,920,315
 $(198,405) $2,679,060
 $2,194,928
 $2,194,928
Cumulative gap$2,175,747 $2,433,446 $6,495,923 $6,590,455 $6,590,455 
Net interest rate sensitivity gap—as a % of interest-earning assets38.04% (39.96)% 27.92% (4.70)% 21.30%Net interest rate sensitivity gap—as a % of interest-earning assets13.86 %1.64 %25.88 %0.60 %41.99 %
Cumulative gap—as a % of cumulative interest-earning assets38.04% (1.93)% 25.99% 21.30 % 21.30%Cumulative gap—as a % of cumulative interest-earning assets13.86 %15.50 %41.38 %41.99 %41.99 %
1 Comprised of U.S. government securities, mortgage-backed securities and other securities, which are classified as trading and available-for-sale. The table reflects contractual repricing dates.
2 Loans includes loan premiums, discounts and unearned fees. The table reflects either contractual repricing dates, or maturities.
3 The table assumes that the principal balances for demand deposit and savings accounts will reprice in the first year.

The above table provides an approximation of the projected re-pricing of assets and liabilities at June 30, 2022 on the basis of contractual maturities, adjusted for anticipated prepayments of principal and scheduled rate adjustments. The loan and securities prepayment rates reflected herein are based on historical experience. For the non-maturity deposit liabilities, we use decay rates and rate adjustments based upon our historical experience. Actual repayments of these instruments could vary substantially if future experience differs from our historic experience.
Although “gap” analysis is a useful measurement device available to management in determining the existence of interest rate exposure, its static focus as of a particular date makes it necessary to utilize other techniques in measuring exposure to changes in interest rates. For example, gap analysis is limited in its ability to predict trends in future earnings and makes no assumptions


about changes in prepayment tendencies, deposit or loan maturity preferences or repricing time lags that may occur in response to a change in the interest rate environment.
Our net interest margin for the fiscal year ended June 30, 2019 remained flat at 4.14%2022 increased to 4.36% compared to 4.11% for the fiscal year ended June 30, 2018.2021. During the fiscal year ended June 30, 2019,2022, interest income earned on loans and on mortgage backed and other investment securities was influenced by interest rate changes and the amortization of premiums and discounts on purchases, and interest expense paid on deposits and new borrowings were influenced by the Fed Funds rate.
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The following table indicates the sensitivity of net interest income movements to parallel instantaneous shocks in interest rates for the 1-12 months and 13-24 months’ time periods. For purposes of modeling net interest income sensitivity the Bank assumes no growth in the balance sheet other than for retained earnings:
As of June 30, 2019As of June 30, 2022
First 12 Months Next 12 MonthsFirst 12 MonthsNext 12 Months
(Dollars in thousands)Net Interest Income Percentage Change from Base Net Interest Income Percentage Change from Base(Dollars in thousands)Net Interest IncomePercentage Change from BaseNet Interest IncomePercentage Change from Base
Up 200 basis points$403,391
 2.8 % $395,181
 0.4 %Up 200 basis points$717,652 9.2 %$753,890 10.2 %
Base$392,343
  % $393,690
  %Base$657,276 — %$684,396 — %
Down 200 basis points$379,278
 (3.3)% $388,170
 (1.4)%
Down 100 basis pointsDown 100 basis points$624,484 (5.0)%$644,403 (5.8)%
We attempt to measure the effect market interest rate changes will have on the net present value of assets and liabilities, which is defined as MVE. We analyze the MVE sensitivity to an immediate parallel and sustained shift in interest rates derived from current U.S. Treasury and LIBOR yield curves. For rising interest rate scenarios, the base market interest rate forecast was increased by 100, 200 and 300 basis points. For the falling interest rate scenarios, we used a 100 basis points decrease due to limitations inherent in the current rate environment.
The following table indicates the sensitivity of MVE to the interest rate movement as described above:
As of June 30, 2019As of June 30, 2022
(Dollars in thousands)Market Value of Equity Percentage
Change from Base
 MVE as a
Percentage of Assets
(Dollars in thousands)Market Value of EquityPercentage
Change from Base
MVE as a
Percentage of Assets
Up 300 basis points$1,242,360
 30.8 % 11.8%Up 300 basis points$1,714,744 (8.8)%11.2 %
Up 200 basis points$1,197,416
 26.1 % 11.2%Up 200 basis points$1,793,761 (4.6)%11.5 %
Up 100 basis points$1,094,106
 15.2 % 10.2%Up 100 basis points$1,855,855 (1.3)%11.8 %
Base$949,817
  % 8.7%Base$1,881,034 — %11.8 %
Down 100 basis points$809,450
 (14.8)% 7.4%Down 100 basis points$1,843,679 (2.0)%11.5 %
The computation of the prospective effects of hypothetical interest rate changes is based on numerous assumptions, including relative levels of interest rates, asset prepayments, runoffs in deposits and changes in repricing levels of deposits to general market rates, and should not be relied upon as indicative of actual results. Furthermore, the results included in the tables above do not take into account any actions that we may undertake in response to future changes in interest rates. Those actions include, but are not limited to, making changes in loan and deposit interest rates and changes in our asset and liability mix.
Securities Business
Our securities business is exposed to market risk primarily due to its role as a financial intermediary in customer transactions, which may include purchases and sales of securities, securities lending activities, and in our trading activities, which are used to support sales, underwriting and other customer activities. We are subject to the risk of loss that may result from the potential change in value of a financial instrument as a result of fluctuations in interest rates, market prices, investor expectations and changes in credit ratings of the issuer.
Our securities business is exposed to interest rate risk as a result of maintaining inventories of interest rate sensitive financial instruments and other interest earning assets including customer and correspondent margin loans and securities borrowing activities. Our exposure to interest rate risk is also from our funding sources including customer and correspondent cash balances, bank borrowings and securities lending activities. Interest rates on customer and correspondent balances and securities produce a positive spread with rates generally fluctuating in parallel.


With respect to securities held, our interest rate risk is managed by setting and monitoring limits on the size and duration of positions and on the length of time securities can be held. Much of the interest rates on customer and correspondent margin loans are indexed and can vary daily. Our funding sources are generally short term with interest rates that can vary daily.
At June 30, 2019,2022, Axos Clearing held municipal obligations, these positions were classified as held for sale securities and had maturities greater than 10 years.
Our securities business is engaged in various brokerage and trading activities that expose us to credit risk arising from potential non-performance from counterparties, customers or issuers of securities. This risk is managed by setting and
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monitoring position limits for each counterparty, conducting periodic credit reviews of counterparties, reviewing concentrations of securities and conducting business through central clearing organizations.
Collateral underlying margin loans to customers and correspondents and with respect to securities lending activities is marked to market daily and additional collateral is required as necessary.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Quantitative and Qualitative Disclosures About Market Risk.”

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA
The following financial statements are filed as a part of this reportAnnual Report on Form 10-K beginning on page F-1:
DESCRIPTIONPAGE
Reports of Independent Registered Public Accounting Firms
Consolidated Balance Sheets at June 30, 20192022 and 20182021
Consolidated Statements of Income for the years ended June 30, 2019, 20182022, 2021 and 20172020
Consolidated Statements of Comprehensive Income for the years ended June 30, 2019, 20182022, 2021 and 20172020
Consolidated Statements of Stockholders’ Equity for the years ended June 30, 2019, 20182022, 2021 and 20172020
Consolidated Statements of Cash Flows for the years ended June 30, 2019, 20182022, 2021 and 20172020
Notes to Consolidated Financial Statements

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.Not applicable.

ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures. Our management, under supervision and with the participation of the Chief Executive Officer and the Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures, as defined under Exchange Act Rule 13a-15(e). Based upon this evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of June 30, 2019,2022, the disclosure controls and procedures were effective to ensure that information required to be disclosed in the Company’s Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
Management’s Report On Internal Control Over Financial Reporting. Management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(1) promulgated under the Securities Exchange Act of 1934 as a process designed by, or under the supervision of; our principal executive and principal financial officers and effected by the boardBoard of directors,Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles and includes those policies and procedures that:
Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions of our assets;


Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

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Management assessed the effectiveness of our internal control over financial reporting as of June 30, 2019.2022. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control—Integrated Framework (2013 version). TheUnder an allowable one-year exclusion, the Company has excludednot included the acquisitionsacquisition of COR Clearing, Inc. and WiseBanyan, Inc.E*TRADE Advisor Services (“EAS”) representing approximately: (i) less than 6%1% total assets; (ii) 2% of net interest income; (iii) 14%27% of non-interest income; and (iv)income and; (iii) less than 1% of net income for the year ended June 30, 2019,2022, from the scope of management’s report on internal control over financial reporting. Based on this assessment, management has determined that our internal control over financial reporting as of June 30, 20192022 is effective.
BDO USA, LLP has audited the effectiveness of the company’s internal control over financial reporting as of June 30, 2019,2022, as stated in their report dated August 27, 2019.September 7, 2022.
Changes in Internal Control Over Financial Reporting. During the fiscal year ended June 30, 2019,2022, the CompanyCompany’s subsidiary Axos Clearing, LLC completed acquisitionsits acquisition of the current operating business unit Axos Securities Business,Advisor Services (“AAS”), which areis being integrated into the Company’s operations.operations of Axos Clearing LLC. As part of the integration activities, management applied controls and procedures to the Axos Securities BusinessClearing and enhanced Company-wide controls to reflect the risks inherent in the Axos Securities Business.Clearing. There were no other changes in the Company’s internal control over financial reporting during the the quarter ended June 30, 20192022 (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934) that have materially affected, or are reasonably likely to materially affect, internal control over financial reporting.

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Report of Independent Registered Public Accounting Firm
ShareholdersStockholders and Board of Directors
Axos Financial, Inc.
Las Vegas, Nevada

Opinion on Internal Control over Financial Reporting
We have audited Axos Financial, Inc.’s (the “Company’s”) internal control over financial reporting as of June 30, 2019,2022, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (the “COSO criteria”). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of June 30, 2019,2022, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated balance sheets of the Company as of June 30, 20192022 and 2018,2021, the related consolidated statements of income, comprehensive income, stockholders’ equity, and cash flows for each of the three years in the period ended June 30, 2019,2022, and the related notes and our report dated August 27, 2019September 7, 2022 expressed an unqualified opinion thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Item 9A, Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit of internal control over financial reporting in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
As indicated in the accompanying, Item 9A, Management’s Annual Report on Internal Control over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of the 2019 acquisitions,AAS, which arewas acquired on August 2, 2021, and which is included in the consolidated balance sheetsheets of the Company as of June 30, 2019,2022, and the related consolidated statements of income, comprehensive income, stockholders’shareholders’ equity, and cash flows for the year then ended. These acquisitions combinedAAS constituted approximately 5.75%less than 1% and less than 1% of total assets and net assets, respectively, as of June 30, 2019,2022, and approximately 1.85%27% and less than 1% of revenuesnon-interest income and net income (loss), respectively, for the year then ended. Management did not assess the effectiveness of internal control over financial reporting of the 2019 acquisitionsAAS because of the timing of these acquisitions.the acquisition which was completed on August 2, 2021. Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of the 2019 acquisitions.AAS.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.



/s/ BDO USA, LLP
74


San Diego, California

August 27, 2019
September 7, 2022

75



ITEM 9B. OTHER INFORMATION
None.

ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

None.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The information called for by this item with respect to directors and executive officers is incorporated herein by reference to the information contained in the sectionsections captioned “Election of Directors” and “Executive Compensation” in our definitive Proxy Statement for the 20192022 Annual Meeting of Stockholders, which will be filed with the Securities and Exchange Commission within 120 days after June 30, 20192022 (the “Proxy Statement”).
The information with respect to our audit committee and our audit committee financial expert is incorporated herein by reference to the information contained in the section captioned “Committees of the Board of Directors” in the Proxy Statement. The information with respect to our Code of Ethics is incorporated herein by reference to the information contained in the section captioned “Corporate Governance—Code of Business Conduct” in the Proxy Statement.

ITEM 11. EXECUTIVE COMPENSATION
The information called for by this item is incorporated herein by reference to the information contained in the section captioned “Executive Compensation” in the Proxy Statement.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The information called for by this item is incorporated herein by reference to the information contained in the sections captioned “Principal Holders of Common Stock” and “Security Ownership of Directors and Named Executive Officers” in the Proxy Statement.
Information regarding securities authorized for issuance under equity compensation plans is disclosed above in Item 5, which information is incorporated herein by this reference.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information called for by this item is incorporated herein by reference to the information contained in the sections captioned “Related Transactions And Other Matters” and “Corporate Governance—Board of Directors Composition and Independence” in the Proxy Statement.

ITEM 14. PRINCIPAL ACCOUNTINGACCOUNTANT FEES AND SERVICES
The information called for by this item is incorporated herein by reference to the information contained in the section captioned “Independent“Ratification of Selection of Independent Registered Public Accounting Firm” in the Proxy Statement.


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PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a)(1).Financial Statements: See Part II, Item 8—Financial Statements and Supplementary data.
(a)(2).Financial Statement Schedules: All financial statement schedules have been omitted as they are either not required, not applicable, or the information is otherwise included.
(a)(3).Exhibits:
Exhibit

Number
DescriptionIncorporated By Reference to
2.1Agreement and Plan of Merger, by and among Axos Clearing, LLC, Axos Clarity MergeCo., Inc., Cor Securities Holdings, Inc., the Seller Parties thereto and the Holder Representative, dated September 28, 2018
3.1Certificate of Incorporation of the Company, filed with the Delaware Secretary of State on July 6, 1999
3.1.1Certificate of Amendment of Certificate of Incorporation of the Company, filed with the Delaware Secretary of State on August 19, 1999
3.1.2Certificate of Amendment of Certificate of Incorporation of the Company, filed with the Delaware Secretary of State on February 25, 2003
3.1.3Certificate of Amendment of Certificate of Incorporation of the Company, filed with the Delaware Secretary of State on January 25, 2005
3.1.4Certificate Eliminating Reference to a Series of Shares from the Certificate of Incorporation of the Company
3.1.5Certificate of Amendment of Certificate of Incorporation of the Company, filed with the Delaware Secretary of State on October 25, 2013
3.1.6Certificate of Amendment of Certificate of Incorporation of the Company, filed with the Delaware Secretary of State on November 5, 2015
3.1.7Certificate of Amendment of Certificate of Incorporation of the Company, filed with the Delaware Secretary of State on September 11, 2018
3.23.1.8By-laws
4.1Certificate of Designation-SeriesSeries A - 6% Cumulative Nonparticipating Perpetual Preferred Stock Convertible through January 1, 2009, filed with the Delaware Secretary of State on January 25, 2021.
4.23.2Subordinated Indenture, dated as of March 3, 2016, between BofI Holding, Inc.Amended and U.S. Bank National Association, as trustee.Restated By-laws
4.34.1First Supplemental Indenture, dated as of March 3, 2016, between BofI Holding, Inc. and U.S. Bank National Association, as trustee.
4.4Global Note to represent the 6.25% Subordinated Notes due February 28, 2026 of BofI Holding, Inc.


Exhibit
Number
DescriptionIncorporated By Reference to
4.5Amendment No.1 dated March 24, 2016 to First Supplemental Indenture, dated as of March 3, 2016, between BofI Holding, Inc. and U.S. Bank National Association, as trustee.
4.6Form of Common Stock Certificate of the Company
4.74.2Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934
10.14.3Indenture for Subordinated Debt Securities, dated as of March 3, 2016, between Axos Financial, Inc. and U.S. Bank National Association, as trustee
4.4Second Supplemental Indenture, dated as of September 18, 2020, between Axos Financial, Inc. and U.S. Bank
National Association, as trustee
77


Exhibit
Number
DescriptionIncorporated By Reference to
4.5Form of Global Note to represent the 4.875% Fixed-to-Floating Rate Subordinated Notes due 2030 of Axos Financial, Inc.
4.6Indenture, dated as of February 24, 2022, between Axos Financial, Inc. and U.S. Bank Trust Company, National Association, as trustee
4.7First Supplemental Indenture, dated as of February 24, 2022, between Axos Financial, Inc. and U.S. Bank Trust Company, National Association, as trustee.
4.8Form of Global Note to represent the 4.00% Fixed-to-Floating Rate Subordinated Notes due 2032 of Axos Financial, Inc. (included in Exhibit 4.2 as Exhibit A).
10.1Form of Indemnification Agreement between the Company and each of its executive officers and directors
10.2*Amended and Restated 1999 Stock Option Plan, as amended
10.3*2004 Stock Incentive Plan, as amended November 20, 2007
10.4*2004 Employee Stock Purchase Plan, including forms of agreements thereunder
10.5*First Amended and Restated Employment Agreement, dated April 22, 2010, between Axos Bank of Internet USA and Andrew J. Micheletti.
10.6Amended and Restated Declaration of Trust of BofI Trust I dated December 16, 2004
10.7*Amended and Restated Employment Agreement, dated May 26, 2011, between the Company and subsidiaries, and Gregory Garrabrants
10.7.1*Second Amended and Restated Employment Agreement, dated June 30, 2017, between the Company and subsidiaries, and Gregory Garrabrants
10.8Lease Agreement dated December 5, 2011 between La Jolla Village, LLC and the Company
10.9*BofI Holding, Inc. 2014 Stock Incentive Plan
10.10*Amendment to BofI Holding, Inc. 2014 Stock Incentive Plan
10.11*Description of Amendment to Employment Letter between Eshel Bar-Adon and BofI Federal Bank
10.12*10.10*Description of Amendment to Employment Letter between Brian Swanson and BofI Federal Bank
10.12.1*10.10.1*Description of Amendment to Employment Letter between Brian Swanson and BofI Federal Bank
Exhibits 99.1 and 99.2 to the Current Report on Form 8-K filed on January 15, 2015.
10.1310.11Program Management Agreement, dated August 31, 2015, by and among BofI Federal Bank, H&R Block, Inc. and Emerald Financial Services, LLC
10.13.1Emerald Advance Receivables Participation Agreement, dated August 31, 2015, by and among BofI Federal Bank, H&R Block, Inc., Emerald Financial Services, LLC and HRB Participant I, LLC
10.13.2Guaranty Agreement, dated August 31, 2015, by and among BofI Federal Bank and H&R Block, Inc.


Exhibit
Number
DescriptionIncorporated By Reference to
10.14*Description of Amendment to Employment Letter between Thomas Constantine and BofI Federal Bank
10.15Office Space Lease Between Pacifica Tower LLC and BofI Holding, Inc.
10.1610.12Sixth Amendment to Office Space Lease Between 4350 La Jolla Village LLC and BofI Holding, Inc.
10.1710.13Purchase Agreement between Nationwide Bank and BofI Federal Bank, dated August 3, 2018
10.18Guaranty of Payment and Performance of Agreement and Plan of Merger, executed by the Company in favor of Cor Securities Holdings, Inc. on September 28, 2018
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Exhibit
Number
DescriptionIncorporated By Reference to
10.14*Axos Financial, Inc. Amended and Restated 2014 Stock Incentive Plan
Appendix A to the Proxy Statement on Schedule 14A, filed on September 11, 2019 and September 8, 2021
21.110.15*Description of Amendment to Employment Letter between Raymond Matsumoto and Axos Financial, Inc.
10.16*Amendment to Offer Letter between Derrick K. Walsh and Axos Financial, Inc.
10.17*Change of Control Severance Agreement between Derrick K. Walsh and Axos Financial, Inc. and Axos Bank
10.18*Form of Axos Financial, Inc. Amended and Restated 2014 Stock Incentive Plan Restricted Stock Award Unit Agreement
21.1Subsidiaries of the Company consist of Axos Bank (federal charter), BofI Trust I (Delaware charter), Axos Clearing LLC (Delaware), and Axos Invest, Inc. (Delaware)
23.1Consent of BDO USA, LLP, Independent Registered Public Accounting Firm
24.1Power of Attorney, incorporated by reference to the signature page to this report.Signature page to this report.
31.1Chief Executive Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2Chief Financial Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1Chief Executive Officer Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2Chief Financial Officer Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.SCH**Inline XBRL Taxonomy Extension Schema DocumentFiled herewith.
101.CAL**Inline XBRL Taxonomy Calculation Linkbase DocumentFiled herewith.
101.LAB**Inline XBRL Taxonomy Label Linkbase DocumentFiled herewith.
101.PRE**Inline XBRL Taxonomy Presentation Linkbase DocumentFiled herewith.
101.DEF**Inline XBRL Taxonomy Definition DocumentFiled herewith.
101.INS**Inline XBRL Instance DocumentThe instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document.
101.SCH*104**Cover Page Interactive Data FileFormatted as Inline XBRL Taxonomy Extension Schema DocumentFiled herewith.
101.CAL**XBRL Taxonomy Extension Calculation Linkbase DocumentFiled herewith.
101.DEF**XBRL Taxonomy Extension Definition Linkbase DocumentFiled herewith.
101.LAB**XBRL Taxonomy Extension Label Linkbase DocumentFiled herewith.
101.PRE**XBRL Taxonomy Extension Presentation Linkbase DocumentFiled herewith.and contained in Exhibit 101
*Indicates management contract or compensatory plan, contract or arrangement.
**XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.
***Certain schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementally to the Securities and Exchange Commission upon request copies of any omitted schedule. A list of the omitted schedules and exhibits is set forth on the final page of the exhibit, and is incorporated herein by reference.

79


ITEM 16. FORM 10-K SUMMARY
Not applicable.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
AXOS FINANCIAL, INC.
Date:September 7, 2022AXOS FINANCIAL, INC.
By:
Date:August 27, 2019By:/s/ Gregory Garrabrants
Gregory Garrabrants

President and Chief Executive Officer

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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Gregory Garrabrants and Andrew J. Micheletti,Derrick K. Walsh, jointly and severally, his or her attorneys-in-fact, each with the power of substitution, for him in any and all capacities, to sign any amendments to this Annual Report on Form 10-K, and file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant as of August 27, 2019September 7, 2022 in the capacities indicated:
SignatureTitle
/s/ Gregory GarrabrantsChief Executive Officer (Principal Executive Officer), Director
Gregory Garrabrants
/s/ Andrew J. MichelettiDerrick K. WalshChief Financial Officer (Principal Financial Officer and Principal Accounting Officer)
Andrew J. Micheletti
/s/ Derrick K. WalshChief Accounting Officer (Principal Accounting Officer)
Derrick K. Walsh
/s/ Paul J. GrinbergChairman
Paul J. Grinberg
/s/ Nicholas A. MosichVice Chairman
Nicholas A. Mosich
/s/ James S. ArgalasDirector
James S. Argalas
/s/ J. Brandon BlackTamara N. BohligDirector
J. Brandon BlackTamara N. Bohlig
/s/ Gary BurkeStefani D. CarterDirector
Gary BurkeStefani D. Carter
/s/ James J. CourtDirector
James J. Court
/s/ Uzair DadaDirector
Uzair Dada
/s/ Edward J. RatinoffDirector
Edward J. Ratinoff
/s/ Uzair DadaDirector
Uzair Dada


81


AXOS FINANCIAL, INC. AND SUBSIDIARIES
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

DESCRIPTIONPAGE
Report of Independent Registered Public Accounting Firm (BDO USA, LLP, San Diego, CA; PCAOB ID# 243)
Consolidated Balance Sheets at June 30, 20192022 and 20182021
Consolidated Statements of Income for the years ended June 30, 2019, 20182022, 2021 and 20172020
Consolidated Statements of Comprehensive Income for the years ended June 30, 2019, 20182022, 2021 and 20172020
Consolidated Statements of Stockholders’ Equity for the years ended June 30, 2019, 20182022, 2021 and 20172020
Consolidated Statements of Cash Flows for the years ended June 30, 2019, 20182022, 2021 and 20172020
Notes to Consolidated Financial Statements
F-9F-9






Report of Independent Registered Public Accounting Firm
ShareholdersStockholders and Board of Directors
Axos Financial, Inc.
Las Vegas, Nevada
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of Axos Financial, Inc. and subsidiaries (the “Company”) as of June 30, 20192022 and 2018,2021, the related consolidated statements of income, comprehensive income, stockholders’ equity, and cash flows for each of the three years in the period ended June 30, 2019,2022, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at June 30, 20192022 and 2018,2021, and the results of its operations and its cash flows for each of the three years in the period ended June 30, 20192022, in conformity with accounting principles generally accepted in the United States of America.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company's internal control over financial reporting as of June 30, 2019,2022, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) and our report dated August 27, 2019September 7, 2022 expressed an unqualified opinion thereon.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.
Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
Change in Accounting Principle
As discussed in Notes 1 and 5 to the consolidated financial statements, effective July 1, 2020, the Company changed its method of accounting for the allowance for credit losses due to the adoption of Accounting Standards Codification Topic 326, Financial Instruments-Credit Losses (“ASC 326”).
Critical Audit Matters
The critical audit mattersmatter communicated below are mattersis a matter arising from the current period audit of the consolidated financial statements that werewas communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit mattersmatter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit mattersmatter below, providing a separate opinionsopinion on the critical audit mattersmatter or on the accounts or disclosures to which they relate.it relates.
Allowance for loan and leasecredit losses
As describeddiscussed in Notes 1 and 5 to the Company’s consolidated financial statements, effective July 1, 2020, the Company has a gross loan and lease portfolio of $9.4 billion and related allowanceadopted ASC 326, which modified the accounting for loan and lease losses of $57.1 million as of June 30, 2019. The Company’s allowance for loan and lease losses is a material and complex estimate requiring significant management’s judgment in the evaluation of the credit quality and the estimation of inherent losses within the loan and lease portfolio. The allowance for loan and lease losses includes a general reserve which is determined based on the results of a quantitative and a qualitative analysis of all loans not measured for impairment at the reporting date.
In calculating the allowance for credit losses (“ACL”) from an incurred loss model to an expected loss model. The Company’s ACL methodology utilizes models, some of which are complex, to determine reasonable and supportable forecasts of credit losses. The Company’s ACL methodology considers many factors including, but not limited to, historical loss experience, where available, and estimated defaults based on portfolio trends and projected future economic conditions that will impact the amount of such future losses. Management’s expectation of future economic conditions is reflected in management’s selected economic forecast scenarios, based on various economic information including credit
F-1


performance trends, changes in collateral values, portfolio composition and loan concentration, current lending policies and lease losses, the Company considers relevant credit quality indicators for each loaneffects of any new policies. Management also incorporates qualitative adjustments to capture the impact of expected events and lease segment, stratifies loansconditions that are not captured in the quantitative model.
We identified a critical audit matter related to the complex modeling used within the quantitative ACL calculation and leases by risk rating,the qualitative adjustments applied to the ACL, as a result of their judgmental and estimates losses for each loansubjective nature. Given the significance of the ACL, the complexity of the quantitative model, the magnitude of the qualitative adjustments, and lease type based upon their nature and risk profile. This process requires significant management judgment inrequired for the reviewselection of appropriate models and determination of appropriate qualitative adjustments, performing audit procedures to evaluate the reasonableness of the loan and lease portfolio and assignmentACL required a high degree of risk ratings based upon the characteristics of loans and leases. In addition, estimation of losses inherent within the portfolio requires significant management judgment, particularly where the Company has not incurred sufficient historical losses and has utilized observable peer data in forming its estimate. Auditing these complex judgments and assumptions involves especially challenging auditor judgment, due to the nature andan increased extent of audit evidenceeffort, and effort requiredthe need to address these matters, including


the extent of specialized skill or knowledge needed.involve valuation and business analytics specialists.
The primary procedures we performed to address this critical audit matter included:
Testing the design and the operating effectiveness of controls relating toover the ACL, including management’s reviewcontrols over the appropriate selection, validation and implementation of loansmodels and leases, assignmentthe determination of risk ratings, consistencythe qualitative adjustments selected.
Evaluating the reasonableness and conceptual soundness of applicationthe ACL modeling framework, including the basis for and calculation of accounting policiesqualitative adjustments.
Evaluating the completeness and appropriatenessaccuracy of utilizationdata used as inputs in the determination of observable peer data when there are limited incurred historical losses.the qualitative adjustments.
Evaluating the reasonableness of assumptions and sources of data usedthe economic forecasts selected by management in forming the qualitative loss factors by performing retrospective review of historic loan and lease loss experience and analyzing historical data used in developing the assumptions, including assessment of whether there were additional qualitative considerations relevant to the portfolio.
Evaluating the appropriateness of inputs and factors that the Company used in forming the qualitative loss factors and assessing whether such inputs and factors were relevant, reliable, and reasonable for the purpose used.
Testing the appropriateness of the Company’s loan rating policy and the consistency of its application.
Testing the mathematical accuracy and computation of the allowance for loan and lease losses by re-performing or independently calculating significant elements of the allowance based on relevant source documents.
Accounting for Acquisitions
As describeduse in Notes 2 and 9 to the Company’s consolidated financial statements, the Company had two significant acquisitions during the year ended June 30, 2019: (i) the acquisition of approximately $2.4 billion in deposits and a bank branch from Nationwide Bank, and (ii) the acquisition of Cor Securities Holdings, Inc. for a purchase price of approximately $88.4 million. As a result of these acquisitions, management was required to evaluate whether the assets and liabilities acquired constituted a business and determine estimated fair values of the assets and liabilities at the acquisition date.
The Company’s determination of fair values of certain identifiable tangible and intangible assets and the determination of whether the acquired assets and liabilities constitute a business is complex and included the following areas of management’s judgments: (i) application of accounting guidance related to business combinations, (ii) significant unobservable inputs and assumptions utilized by management in determining the fair values of certain identifiable tangible and intangible assets, and (iii) changes in certain assumptions could have a significant impact on the fair values of the identifiable tangible and intangible assets acquired. Auditing these elements involved especially challenging auditor judgment due to the nature and extent of audit effort required to address these matters, including the extent ofACL.
Utilizing professionals with specialized skill orand knowledge needed.
The primary procedures we performed to address this critical audit matter included:
Assessing management’s application of accounting guidance related toin valuation and business combinations and management’s determination of whether a transaction was an acquisition of a business as defined within the ASC 805 framework.
Assessing the reasonableness of significant underlying assumptions through (i) evaluating historical performance of the target entity, (ii) assessing performance against market trends, industry metrics, and guideline companies, and (iii) performing sensitivity analysis and evaluating potential effect of changes in certain assumptions.
Utilizing BDO valuation specialistanalytics to assist in assessing complex assumptions incorporated intoevaluating the various valuation models, including performing sensitivity analysis aroundreasonableness and conceptual soundness of the discounted cash flow or net asset value assumptions and terminal value assumptions.


ACL modeling framework applied in the quantitative credit loss estimation models.
/s/ BDO USA, LLP

We have served as the Company’s auditor since 2013.

San Diego, California

August 27, 2019
September 7, 2022

F-2


AXOS FINANCIAL, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
 At June 30,
(Dollars in thousands, except par and stated value)2019 2018
ASSETS   
Cash and due from banks$511,125
 $622,750
Cash segregated for regulatory purposes346,143
 
Federal funds sold100
 100
Total cash, cash equivalents, cash segregated, and federal funds sold857,368
 622,850
Securities - available for sale227,513
 180,305
Stock of regulatory agencies20,276
 17,250
Loans held for sale, carried at fair value33,260
 35,077
Loans held for sale, carried at lower of cost or fair value4,800
 2,686
Loans and leases—net of allowance of $57,085 as of June 2019 and $49,151 as of June 20189,382,124
 8,432,289
Mortgage servicing rights, carried at fair value9,784
 10,752
Other real estate owned and repossessed vehicles7,485
 9,591
Securities borrowed144,706
 
Customer, broker-dealer and clearing receivables203,192
 
Goodwill and other intangible assets—net134,893
 67,788
Other assets194,837
 160,916
TOTAL ASSETS$11,220,238
 $9,539,504
    
LIABILITIES AND STOCKHOLDERS’ EQUITY   
Deposits:   
Non-interest bearing$1,441,930
 $1,015,355
Interest bearing7,541,243
 6,969,995
Total deposits8,983,173
 7,985,350
Advances from the Federal Home Loan Bank458,500
 457,000
Borrowings, subordinated notes and debentures168,929
 54,552
Securities loaned198,356
 
Customer, broker-dealer and clearing payables238,604
 
Accounts payable and accrued liabilities and other liabilities99,626
 82,089
Total liabilities10,147,188
 8,578,991
COMMITMENTS AND CONTINGENCIES (Note 17)

 

STOCKHOLDERS’ EQUITY:   
Preferred stock—$0.01 par value; 1,000,000 shares authorized;   
Series A—$10,000 stated value and liquidation preference per share; 515 shares issued and outstanding as of June 2019 and June 20185,063
 5,063
Common stock—$0.01 par value; 150,000,000 shares authorized, 66,563,922 shares issued and 61,128,817 shares outstanding as of June 2019, 65,796,060 shares issued and 62,688,064 shares outstanding as of June 2018666
 658
Additional paid-in capital389,945
 366,515
Accumulated other comprehensive income (loss)—net of tax16
 (613)
Retained earnings826,170
 671,348
Treasury stock, at cost; 5,435,105 shares as of June 2019 and 3,107,996 shares as of June 2018(148,810) (82,458)
Total stockholders’ equity1,073,050
 960,513
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY$11,220,238
 $9,539,504

AXOS FINANCIAL, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
At June 30,
(Dollars in thousands, except par and stated value)20222021
ASSETS
Cash and cash equivalents$1,202,587 $715,624 
Cash segregated for regulatory purposes372,112 322,153 
Total cash, cash equivalents, cash segregated1,574,699 1,037,777 
Securities:
Trading1,758 1,983 
Available-for-sale262,518 187,335 
Stock of regulatory agencies20,368 19,995 
Loans held for sale, carried at fair value4,973 29,768 
Loans held for sale, lower of cost or fair value10,938 12,294 
Loans—net of allowance for credit losses of $148,617 as of June 2022 and $132,958 as of June 202114,091,061 11,414,814 
Mortgage servicing rights, carried at fair value25,213 17,911 
Other real estate owned and repossessed vehicles798 6,782 
Securities borrowed338,980 619,088 
Customer, broker-dealer and clearing receivables417,417 369,815 
Goodwill and other intangible assets—net156,405 115,972 
Other assets496,037 432,031 
TOTAL ASSETS$17,401,165 $14,265,565 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Deposits:
Non-interest bearing$5,033,970 $2,474,424 
Interest bearing8,912,452 8,341,373 
Total deposits13,946,422 10,815,797 
Advances from the Federal Home Loan Bank117,500 353,500 
Borrowings, subordinated notes and debentures445,244 221,358 
Securities loaned474,400 728,988 
Customer, broker-dealer and clearing payables511,654 535,425 
Accounts payable, accrued liabilities and other liabilities262,972 209,561 
Total liabilities15,758,192 12,864,629 
COMMITMENTS AND CONTINGENCIES (Note 18)
STOCKHOLDERS’ EQUITY:
Preferred stock—$0.01 par value; 1,000,000 shares authorized; 0 shares issued and outstanding as of June 2022 and June 2021, respectively— — 
Common stock—$0.01 par value; 150,000,000 shares authorized, 68,859,722 shares issued and 59,777,949 shares outstanding as of June 2022; 68,069,321 shares issued and 59,317,944 shares outstanding as of June 2021689 681 
Additional paid-in capital453,784 432,550 
Accumulated other comprehensive income (loss)—net of tax(2,933)2,507 
Retained earnings1,428,444 1,187,728 
Treasury stock, at cost; 9,081,773 shares as of June 2022 and 8,751,377 shares as of June 2021(237,011)(222,530)
Total stockholders’ equity1,642,973 1,400,936 
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY$17,401,165 $14,265,565 

See accompanying notes to the consolidated financial statements.

F-3


AXOS FINANCIAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
 Year Ended June 30,
(Dollars in thousands, except earnings per share)2019 2018 2017
INTEREST AND DIVIDEND INCOME:     
Loans and leases, including fees$525,317
 $446,991
 $358,849
Securities borrowed and customer receivables8,746
 
 
Investments30,824
 28,083
 28,437
Total interest and dividend income564,887
 475,074
 387,286
INTEREST EXPENSE:     
Deposits117,080
 79,851
 56,494
Advances from the Federal Home Loan Bank32,834
 22,848
 12,403
Securities loaned748
 
 
Other borrowings5,620
 3,881
 5,162
Total interest expense156,282
 106,580
 74,059
Net interest income408,605
 368,494
 313,227
Provision for loan and lease losses27,350
 25,800
 11,061
Net interest income, after provision for loan and lease losses381,255
 342,694
 302,166
NON-INTEREST INCOME:     
Realized gain (loss) on sale of securities709
 (18) 3,920
Other-than-temporary loss on securities:     
Total impairment losses(1,666) (6,271) (10,937)
Loss (gain) recognized in other comprehensive income845
 6,115
 8,973
Net impairment loss recognized in earnings(821) (156) (1,964)
Fair value gain (loss) on trading securities
 
 743
Total unrealized loss on securities(821) (156) (1,221)
Prepayment penalty fee income5,851
 3,862
 4,574
Gain on sale - other6,160
 5,734
 4,487
Mortgage banking income5,267
 13,755
 14,284
Broker-dealer fee income11,737
 
 
Banking and service fees53,854
 47,764
 42,088
Total non-interest income82,757
 70,941
 68,132
NON-INTEREST EXPENSE:     
Salaries and related costs127,433
 100,975
 81,821
Data processing and internet24,150
 17,400
 13,323
Advertising and promotional14,710
 15,500
 9,367
Depreciation and amortization16,471
 8,574
 6,094
Occupancy and equipment8,571
 6,063
 5,612
Broker-dealer clearing charges2,822
 
 
Professional services11,916
 5,280
 4,980
FDIC and regulatory fees9,005
 4,860
 4,330
Real estate owned and repossessed vehicles913
 260
 498
General and administrative expense35,215
 15,024
 11,580
Total non-interest expense251,206
 173,936
 137,605
INCOME BEFORE INCOME TAXES212,806
 239,699
 232,693
INCOME TAXES57,675
 87,288
 97,953
NET INCOME$155,131
 $152,411
 $134,740
NET INCOME ATTRIBUTABLE TO COMMON STOCK$154,822
 $152,102
 $134,431
COMPREHENSIVE INCOME$155,760
 $151,311
 $142,531
Basic earnings per share$2.50
 $2.41
 $2.11
Diluted earnings per share$2.48
 $2.37
 $2.10

AXOS FINANCIAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
Year Ended June 30,
(Dollars in thousands, except earnings per share)202220212020
INTEREST AND DIVIDEND INCOME:
Loans, including fees$626,628 $584,410 $582,748 
Securities borrowed and customer receivables20,512 20,466 16,585 
Investments12,588 12,987 23,506 
Total interest and dividend income659,728 617,863 622,839 
INTEREST EXPENSE:
Deposits33,620 60,529 126,916 
Advances from the Federal Home Loan Bank4,625 4,672 11,988 
Securities loaned1,124 1,496 679 
Other borrowings13,201 12,424 5,645 
Total interest expense52,570 79,121 145,228 
Net interest income607,158 538,742 477,611 
Provision for credit losses18,500 23,750 42,200 
Net interest income, after provision for credit losses588,658 514,992 435,411 
NON-INTEREST INCOME:
Prepayment penalty fee income13,303 7,166 5,993 
Gain on sale - other165 491 6,871 
Mortgage banking income19,033 42,150 20,646 
Advisory fee income29,230 — — 
Broker-dealer fee income22,880 26,317 23,210 
Banking and service fees28,752 29,137 46,267 
Total non-interest income113,363 105,261 102,987 
NON-INTEREST EXPENSE:
Salaries and related costs167,390 152,576 144,341 
Data processing50,159 40,719 30,671 
Depreciation and amortization24,596 24,124 24,443 
Professional services22,482 22,241 11,095 
Advertising and promotional13,580 14,212 14,523 
Occupancy and equipment13,745 13,402 12,059 
Broker-dealer clearing charges15,184 11,152 8,210 
FDIC and regulatory fees11,823 10,603 5,538 
General and administrative expense43,103 25,481 24,886 
Total non-interest expense362,062 314,510 275,766 
INCOME BEFORE INCOME TAXES339,959 305,743 262,632 
INCOME TAXES99,243 90,036 79,194 
NET INCOME$240,716 $215,707 $183,438 
NET INCOME ATTRIBUTABLE TO COMMON STOCK$240,716 $215,518 $183,129 
COMPREHENSIVE INCOME$235,276 $219,151 $182,485 
Basic earnings per share$4.04 $3.64 $3.01 
Diluted earnings per share$3.97 $3.56 $2.98 

See accompanying notes to the consolidated financial statements.

F-4



AXOS FINANCIAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Year Ended June 30,
(Dollars in thousands)202220212020
NET INCOME$240,716 $215,707 $183,438 
Net unrealized gain (loss) from available-for-sale securities, net of tax expense (benefit) of $(2,416), $1,495, and $(381) for the years ended June 30, 2022, 2021 and 2020, respectively.(5,440)3,444 (953)
Other comprehensive income (loss)(5,440)3,444 (953)
COMPREHENSIVE INCOME$235,276 $219,151 $182,485 
 Year Ended June 30,
(Dollars in thousands)2019 2018 2017
NET INCOME$155,131
 $152,411
 $134,740
Net unrealized gain (loss) from available-for-sale securities, net of tax expense (benefit) of $562, $(2,449), and $3,363 for the years ended June 30, 2019, 2018 and 2017, respectively.1,741
 (5,493) 5,218
Other-than-temporary impairment on securities recognized in other comprehensive income, net of tax expense (benefit) of $(251), $1,918 and $3,195 for the years ended June 30, 2019, 2018 and 2017, respectively.(594) 4,197
 4,957
Reclassification of net (gain) loss from available-for-sale securities included in income, net of tax expense (benefit) of $191, $(104) and $1,536 for the years ended June 30, 2019, 2018 and 2017, respectively.(518) 196
 (2,384)
Other comprehensive income (loss)629
 (1,100) 7,791
Comprehensive income$155,760
 $151,311
 $142,531

See accompanying notes to the consolidated financial statements.



AXOS FINANCIAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
 Preferred Stock Common Stock Additional
Paid-in
Capital
 Retained
Earnings
 Accumulated Other Comprehensive Income (Loss), Net of
Income Tax
 Treasury
Stock
 Total
     Number of Shares       
(Dollars in thousands)Shares
 Amount
 Issued Treasury
 Outstanding
 Amount
     
Balance as of June 30, 2016515
 $5,063
 64,513,494
 (1,294,102) 63,219,392
 $645
 $331,156
 $384,815
 $(7,304) $(30,785) $683,590
Net income
 
 
 
 
 
 
 134,740
 
 
 134,740
Other comprehensive income (loss)
 
 
 
 
 
 
 
 7,791
 
 7,791
Cash dividends on preferred stock
 
 
 
 
 
 
 (309) 
 
 (309)
Stock-based compensation expense and restricted stock unit vesting
 
 602,438
 (285,586) 316,852
 6
 14,961
 
 
 (6,532) 8,435
Balance as of June 30, 2017515
 $5,063
 65,115,932
 (1,579,688) 63,536,244
 $651
 $346,117
 $519,246
 $487
 $(37,317) $834,247
Net income
 
 
 
 
 
 
 152,411
 
 
 152,411
Other comprehensive income (loss)
 
 
 
 
 
 
 
 (1,100) 
 (1,100)
Cash dividends on preferred stock
 
 
 
 
 
 
 (309) 
 
 (309)
Purchase of treasury stock
 
 
 (1,233,491) (1,233,491) 
 
 
 
 (35,183) (35,183)
Stock-based compensation expense and restricted stock unit vesting
 
 680,128
 (294,817) 385,311
 7
 20,398
 
 
 (9,958) 10,447
Balance as of June 30, 2018515
 $5,063
 65,796,060
 (3,107,996) 62,688,064
 $658
 $366,515
 $671,348
 $(613) $(82,458) $960,513
Net income
 
 
 
 
 
 
 155,131
 
 
 155,131
Other comprehensive income (loss)
 
 
 
 
 
 
 
 629
 
 629
Cash dividends on preferred stock
 
 
 
 
 
 
 (309) 
 
 (309)
Purchase of treasury stock
 
 
 (2,009,352) (2,009,352) 
 
 
 
 (56,437) (56,437)
Stock-based compensation expense and restricted stock unit vesting
 
 767,862
 (317,757) 450,105
 8
 23,430
 
 
 (9,915) 13,523
Balance as of June 30, 2019515
 $5,063
 66,563,922
 (5,435,105) 61,128,817
 $666
 $389,945
 $826,170
 $16
 $(148,810) $1,073,050

F-5


AXOS FINANCIAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
 Preferred StockCommon StockAdditional
Paid-in
Capital
Retained
Earnings
Accumulated Other Comprehensive Income (Loss), Net of
Income Tax
Treasury
Stock
Total
   Number of Shares 
(Dollars in thousands)SharesAmountIssuedTreasuryOutstandingAmount
Balance as of June 30, 2019515 $5,063 66,563,922 (5,435,105)61,128,817 $666 $389,945 $826,170 $16 $(148,810)$1,073,050 
Net income— — — — — — — 183,438 — — 183,438 
Other comprehensive income (loss)— — — — — — — — (953)— (953)
Cash dividends on preferred stock— — — — — — — (309)— — (309)
Purchase of treasury stock— — — (1,970,464)(1,970,464)— — — — (38,858)(38,858)
Stock-based compensation expense and restricted stock unit vesting— — 759,131 (304,849)454,282 21,928 — — (7,457)14,478 
Balance as of June 30, 2020515 $5,063 67,323,053 (7,710,418)59,612,635 $673 $411,873 $1,009,299 $(937)$(195,125)$1,230,846 
Cumulative effect of change in accounting principle net of tax, adoption of ASU No. 2016-13— — — — — — — (37,088)— — (37,088)
Net income— — — — — — — 215,707 — — 215,707 
Other comprehensive income (loss)— — — — — — — — 3,444 — 3,444 
Cash dividends on preferred stock— — — — — — — (103)— — (103)
Preferred stock - Series A redemption(515)(5,063)— — — — — (87)— — (5,150)
Purchase of treasury stock— — — (753,597)(753,597)— — — — (16,757)(16,757)
Stock-based compensation expense and restricted stock unit vesting— — 746,268 (287,362)458,906 20,677 — — (10,648)10,037 
Balance as of June 30, 2021— $— 68,069,321 (8,751,377)59,317,944 $681 $432,550 $1,187,728 $2,507 $(222,530)$1,400,936 
Net income— — — — — — — 240,716 — — 240,716 
Other comprehensive income (loss)— — — — — — — — (5,440)— (5,440)
Stock-based compensation expense and restricted stock unit vesting— — 790,401 (330,396)460,005 21,234 — — (14,481)6,761 
Balance as of June 30, 2022— $— 68,859,722 (9,081,773)59,777,949 $689 $453,784 $1,428,444 $(2,933)$(237,011)$1,642,973 

See accompanying notes to the consolidated financial statements.



F-6



AXOS FINANCIAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
Year Ended June 30,
(Dollars in thousands)202220212020
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income$240,716 $215,707 $183,438 
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Accretion and amortization on securities, net(423)(365)291 
Net accretion of discounts on loans(7,249)(7,050)(35,493)
Amortization of borrowing costs706 1,569 208 
Amortization of operating lease right of use asset10,899 10,598 10,543 
Stock-based compensation expense21,242 20,685 21,935 
Net change in trading activity225 (1,878)1,217 
Provision for credit losses18,500 23,750 42,200 
Deferred income taxes(9,400)(8,828)(6,551)
Origination of loans held for sale(656,487)(1,608,700)(1,601,579)
Unrealized (gain) loss on loans held for sale733 1,469 (1,360)
Gain on sales of loans held for sale(16,970)(42,641)(27,517)
Proceeds from sale of loans held for sale689,530 1,671,515 1,614,379 
Amortization and change in fair value of mortgage servicing rights(2,228)6,319 5,806 
(Gain) loss on sale of other real estate and foreclosed assets(458)(201)(449)
Depreciation and amortization24,596 24,124 24,443 
Increase in cash surrender value of BOLI(4,220)(175)(174)
Net changes in assets and liabilities which provide (use) cash:
Securities borrowed280,108 (396,720)(77,662)
Customer, broker-dealer and clearing receivables(43,925)(149,549)(17,074)
Other assets(102,636)(7,084)(36,805)
Securities loaned(254,588)473,043 57,589 
Customer, broker-dealer and clearing payables(23,771)187,811 109,010 
Accounts payable and other liabilities45,382 (817)17,723 
Net cash provided by operating activities210,282 412,582 284,118 
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of investment securities(143,733)(122,338)(304,930)
Proceeds from sales of securities70,751 — — 
Proceeds from repayment of securities61,117 74,667 325,704 
Purchase of stock of regulatory agencies(54,350)(305)(55,870)
Proceeds from redemption of stock of regulatory agencies54,350 920 55,536 
Origination of loans held for investment(10,325,104)(5,761,303)(6,573,568)
Proceeds from sale of loans held for investment106,324 80,049 37,300 
Mortgage warehouse loans activity, net333,562 (139,806)(172,319)
Purchases of loans, net of discounts and premiums(33,085)(3,619)— 
Principal repayments on loans7,220,931 5,013,817 5,349,800 
Proceeds from sales of other real estate owned and repossessed assets8,654 1,586 2,241 
Acquisition of business activity, net of cash acquired(54,597)— — 
Purchases of furniture, equipment, software and intangibles(21,504)(10,437)(12,333)
Net cash used in investing activities(2,776,684)(866,769)(1,348,439)
F-7



AXOS FINANCIAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
AXOS FINANCIAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
 Year Ended June 30,
(Dollars in thousands)2019 2018 2017
CASH FLOWS FROM OPERATING ACTIVITIES:     
Net income$155,131
 $152,411
 $134,740
Adjustments to reconcile net income to net cash provided by (used in) operating activities:     
Accretion of discounts on securities(264) (624) (2,766)
Net accretion of discounts on loans and leases(30,176) (29,381) (4,859)
Amortization of borrowing costs208
 208
 208
Stock-based compensation expense23,439
 20,399
 14,535
Valuation of financial instruments carried at fair value
 
 (743)
Net (gain)/loss on sale of investment securities(709) 18
 (3,920)
Impairment charge on securities821
 156
 1,964
Provision for loan and lease losses27,350
 25,800
 11,061
Broker-dealer reserve for bad debt15,298
 
 
Deferred income taxes(8,686) 17,034
 (2,220)
Origination of loans held for sale(1,471,906) (1,564,165) (1,375,443)
Unrealized (gain) loss on loans held for sale(252) (253) 222
Gain on sales of loans held for sale(11,427) (19,489) (18,771)
Proceeds from sale of loans held for sale1,481,911
 1,576,353
 1,433,068
Change in fair value of mortgage servicing rights3,362
 83
 (31)
(Gain) loss on sale of other real estate and foreclosed assets(283) (258) (42)
Depreciation and amortization16,471
 8,574
 6,094
Net changes in assets and liabilities which provide (use) cash:     
Accrued interest receivable(12,300) (6,082) 4,511
Securities borrowed13,192
 
 
Customer, broker-dealer and clearing receivables13,684
 
 
Other assets(15,264) (40,988) 807
Securities loaned(4,685) 
 
Customer, broker-dealer and clearing payables(1,506) 
 
Accrued interest payable1,129
 469
 (383)
Accounts payable and accrued liabilities9,883
 27,650
 466
Net cash provided by operating activities204,421
 167,915
 198,498
CASH FLOWS FROM INVESTING ACTIVITIES:     
Purchases of investment securities(146,886) (100,503) (249,909)
Proceeds from sales of securities15,863
 52,714
 161,048
Proceeds from repayment of securities93,779
 139,338
 307,456
Purchase of stock of regulatory agencies(204,206) (33,966) (66,294)
Proceeds from redemption of stock of regulatory agencies203,611
 79,923
 60,210
Origination of loans and leases held for investment(6,756,832) (5,895,902) (4,068,990)
Proceeds from sale of loans held for investment119,881
 20,719
 31,918
Origination of mortgage warehouse loans, net(126,491) (26,899) (113,711)
Purchases of loans and leases, net of discounts and premiums(11,525) 
 (269,886)
Principal repayments on loans and leases5,846,349
 4,818,558
 3,427,818
Proceeds from sales of other real estate owned and repossessed assets2,202
 1,832
 367
Cash paid for deposit acquisition(14,747) 
 
Cash paid for acquisition
 (70,002) 
Acquisition of business activity, net of cash paid67,343
 
 
Purchases of furniture, equipment and software(20,082) (11,817) (8,758)
Net cash used in investing activities(931,741) (1,026,005) (788,731)
Year Ended June 30,
(Dollars in thousands)202220212020
CASH FLOWS FROM FINANCING ACTIVITIES:
Net increase (decrease) in deposits3,130,625 (520,897)2,353,521 
Proceeds from the Federal Home Loan Bank term advances— — 65,000 
Repayments of the Federal Home Loan Bank term advances(50,000)(70,000)(55,000)
Net (repayment) proceeds of Federal Home Loan Bank other advances(186,000)181,000 (226,000)
Net (repayment) proceeds of other borrowings75,300 14,700 (85,300)
Redemption of subordinated notes— (51,000)— 
Repayment of Paycheck Protection Program Liquidity Facility advances— (151,952)— 
Proceeds from Paycheck Protection Program Liquidity Facility advances— — 151,952 
Tax payments related to settlement of restricted stock units(14,481)(10,648)(7,457)
Repurchase of treasury stock— (16,757)(38,858)
Redemption of preferred stock, Series A— (5,150)— 
Cash dividends paid on preferred stock— (103)(386)
Payment of debt issuance costs(2,120)(2,748)— 
Proceeds from issuance of subordinated notes150,000 175,000 — 
Net cash provided by (used in) financing activities3,103,324 (458,555)2,157,472 
NET CHANGE IN CASH AND CASH EQUIVALENTS536,922 (912,742)1,093,151 
CASH AND CASH EQUIVALENTS—Beginning of year$1,037,777 $1,950,519 $857,368 
CASH AND CASH EQUIVALENTS—End of year$1,574,699 $1,037,777 $1,950,519 
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest paid on interest-bearing liabilities$50,269 $77,995 $145,452 
Income taxes paid99,701 92,506 80,430 
Transfers from loans held for investment to other real estate and repossessed vehicles2,134 1,903 1,315 
Transfers from loans held for investment to loans held for sale105,884 71,136 141,849 
Transfers from loans held for sale to loans held for investment3,098 29,616 — 
Loans held for investment sold, cash not received— — 61,029 
Securities transferred from available-for-sale portfolio to other assets— 70,751 17,482 
Impact of adoption of ASC 326 on retained earnings— 37,088 — 
Operating lease liabilities for obtaining right of use assets6,876 — 82,950 


AXOS FINANCIAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
 Year Ended June 30,
(Dollars in thousands)2019 2018 2017
CASH FLOWS FROM FINANCING ACTIVITIES:     
Net increase in deposits$997,823
 $1,085,843
 $855,456
Repayment of the Federal Home Loan Bank term advances(147,500) (30,000) (95,000)
Net proceeds (repayment) of Federal Home Loan Bank other advances149,000
 (153,000) 8,000
Net proceeds (repayment) of other borrowings21,700
 (20,000) (15,000)
Tax payments related to settlement of restricted stock units(9,916) (9,952) (6,532)
Repurchase of treasury stock(56,437) (35,183) 
Tax benefit from vesting of restricted stock grants
 
 432
Cash dividends paid on preferred stock(232) (309) (309)
Net proceeds from issuance of subordinated notes7,400
 
 
Net cash provided by financing activities961,838
 837,399
 747,047
NET CHANGE IN CASH AND CASH EQUIVALENTS234,518
 (20,691) 156,814
CASH AND CASH EQUIVALENTS—Beginning of year$622,850
 $643,541
 $486,727
CASH AND CASH EQUIVALENTS—End of year$857,368
 $622,850
 $643,541
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:     
Interest paid on deposits and borrowed funds$152,756
 $106,112
 $74,442
Income taxes paid$64,117
 $79,628
 $102,482
Transfers to other real estate and repossessed vehicles$850
 $10,113
 $1,982
Transfers from loans and leases held for investment to loans held for sale$106,911
 $31,207
 $2,935
Transfers from loans held for sale to loans and leases held for investment$1,714
 $3,969
 $2,790
Loans held for investment sold, cash not received$
 $17,742
 $
Securities transferred from held-to-maturity to available for sale portfolio$
 $
 $194,153
Preferred stock dividends declared but not paid$77
 $
 $


See accompanying notes to the consolidated financial statements.

F-8



AXOS FINANCIAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS


F-9



AXOS FINANCIAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED JUNEJune 30, 2019, 20182022, 2021 AND 2017
(Dollars in thousands, except per share and stated value amounts)2020
1. ORGANIZATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation and Consolidation. The consolidated financial statementsConsolidated Financial Statements include the accounts of Axos Financial, Inc. (“Axos”) and its wholly owned subsidiaries, Axos Bank (the “Bank”) and Axos Nevada Holding, LLC (the “Axos(“Axos Nevada Holding” and collectively, the “Company”). Axos Nevada Holding, LLC wholly owns its subsidiary Axosthe companies constituting the Securities LLC, which wholly owns subsidiaries Axos Clearing LLC (“Axos Clearing”), a clearing broker dealer, WiseBanyan, Inc., a registered investment advisor, and WiseBanyan Securities, LLC, an introducing broker dealer.Business segment. All significant intercompany balances and transactions have been eliminated in consolidation.
Axos Financial, Inc. was incorporated in the State of Delaware on July 6, 1999 for the purpose of organizing and launching an Internet-basedinternet-based savings bank. AxosThe Bank, (the “Bank”), which opened for business over the Internetinternet on July 4, 2000, is subject to regulation and examination by the Office of the Comptroller of the Currency (“OCC”), its primary regulator. The Federal Deposit Insurance Corporation (“FDIC”) insures the Bank’s deposit accounts up to the maximum allowable amount. Axos Clearing LLC, a clearing broker dealer, is regulated by the SEC and FINRA. Axos Invest, a platform through which digital investment advisory services are offered to retail investors, is regulated by the SEC and FINRA.
Business. The Company provides banking and securities products and services to its customers through its online and low-cost distribution channels and affinity partners. The Bank’s deposit products are demand accounts, savings and money market accounts, and time deposits marketed to consumers and businesses located in all fifty states. The Bank’s lending products include residential single family mortgage, multifamily mortgage, and commercial mortgage loans. Additionally, the Bank also originates loans secured by commercial real estate properties (“CRE”), loans secured by commercial assets and non-bank lenders (Commercial & Industrial - Non-Real Estate), auto and unsecured loans and other loans. The Bank’s business is primarily concentrated in the State of California and is subject to the general economic conditions of that state. Securities products and services generate interest and fee income by providing comprehensive securities clearing and custody services to introducing broker-dealers and registered investment advisor correspondents and digital investment advisory services to retail investors, respectively.
Use of Estimates. In preparing consolidated financial statementsthe Consolidated Financial Statements in conformity with accounting principles generally accepted in the United States of America, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the balance sheet and reported amounts of revenues and expenses during the reporting period. Actual results may differ from those estimates. Material estimates that are particularly susceptible to significant change in the near term relate to the determination of the allowance for loan and leasecredit losses, the assessmentcredit losses on available for other-than-temporary impairment on investmentsale debt securities and the fair value of certain financial instruments.
BusinessRevenue Recognition. . The Bank provides consumer and business banking products through the online distribution channels and affinity partners. The Bank’s deposit products are demand accounts, savings accounts and time deposits marketed to consumers and businesses located in all fifty states. The Bank’s primary lending products are residential single family and multifamily mortgage loans. The Bank’s business is primarily concentrated in the State of California and is subject to the general economic conditions of that state.
Cash and Cash Equivalents. The Bank’s cash, due from banks, money market mutual funds and federal funds sold, all of which have original maturities within 90 days, consist of cash and cash equivalents. Net cash flows are reported for customer deposit transactions.
Cash segregated for regulatory purposes. Federal Reserve Board regulations require depository institutions to maintain certain minimum reserve balances. Included within this are cash balances required by the Federal Reserve Bank of San Francisco of the Bank. In addition this line item includes qualified deposits in special reserve bank accounts for the exclusive benefit of Axos Clearing customers in accordance with Rule 15c3-3 of the Securities Exchange Act of 1934 (the “Exchange Rate”) and other regulations.
Interest Rate Risk. The Bank’s assets and liabilities are generally monetary in nature and interest rate changes have an effect on the Bank’s performance. The Bank decreases the effect of interest rate changes on its performance by striving to match maturities and interest sensitivity between loans and deposits. A significant change in interest rates could have a material effect on the Bank’s results of operations.
Concentration of Credit Risk. The Bank’s loan portfolio was collateralized by various forms of real estate with approximately 72.2% of the mortgage portfolio located in California at June 30, 2019. The Bank’s loan portfolio contains concentrations of credit in multifamily, single family, commercial, and home equity loans. The Bank believes its underwriting standards combined with its low LTV requirements substantially mitigate the risk of loss which may result from these concentrations.
Brand Partnership Products.Through its strategic partnerships division, the Bank has agreements with third-party service providers (“Program Managers”) possessing demonstrated expertise in managing programs involving marketing and processing financial products such as credit, debit, and prepaid cards, and small business and consumer loans. These relationships include the Company’s relationships with H&R Block, Inc., Netspend and BFS Capital, among others. As delineated by the related contracts, a Program Manager provides program management services in its areas of expertise subject to the Bank’s continuing control and active supervision of the subject program. Underwriting standards and credit decisioning remain with the Bank in all cases. Each of these relationships is designed to allow the Bank to leverage the Program Manager’s knowledge and experience to distribute


program-related financial products to a broad and increasing base of customers. With respect to credit products, the Bank generally originates the resulting receivable for sale, but may, in its discretion, retain such receivable. The Bank performs extensive due diligence with respect to each Program Manager and program, and maintains a regimen of comprehensive risk management and strict compliance oversight with respect to all programs.
Through our agreement with H&R Block, Inc. (“H&R Block”) and its wholly-owned subsidiaries the Bank provides H&R Block-branded financial products and services. The products and services that represent the primary focus and the majority of transactional volume that the Bank processes are described in detail below.
The first product is Emerald Prepaid Mastercard® services. The Bank entered into agreements to offer this product in August 2015. Under the agreements, the Bank is responsible for the primary oversight and control of the prepaid card programs of a wholly-owned subsidiary of H&R Block. The Bank holds the prepaid card customer deposits for those cards issued under the prepaid programs in non-interest bearing accounts and earns a fixed fee paid by H&R Block’s subsidiary for each automated clearing house (“ACH”) transaction processed through the prepaid card customer accounts. A portion of H&R Block’s customers use the Emerald Card as an option to receive federal and state income tax refunds. The prepaid customer deposits are included in non-interest bearing deposit liabilities on the balance sheet of the Company and the ACH fee income is included in the income statement under the line banking and service fees.
The second product is Refund Transfer. The Bank entered into agreements to offer this product in August 2015. The Bank is responsible for the primary oversight and control of the refund transfer program of a wholly-owned subsidiary of H&R Block. The Bank opens a temporary bank account for each H&R Block customer who is receiving an income tax refund and elects to defer payment of his or her tax preparation fees. After the Internal Revenue Service and any state income tax authorities transfer the refund into the customer’s account, the net funds are transferred to the customer and the temporary deposit account is closed. The Bank earns a fixed fee paid by H&R Block for each of the H&R Block customers electing a Refund Transfer. The fees are earned primarily in the quarters ending March 31st and are included in the income statement under the line banking and service fees.
The third product is Emerald Advance. The Bank entered into agreements to offer this product in August 2015. Under the agreements the Bank is responsible for the underwriting guidelines and credit policies for unsecured consumer lines of credit offered to H&R Block customers. The Bank offers and funds unsecured lines of credit to consumers primarily through the H&R Block tax preparation offices and earns interest income and fee income. The Bank retains 10% of the Emerald Advance and sells the remainder to H&R Block. Emerald Advance is a seasonal product and the was no remaining balance as of June 30, 2019. The lines of credit are included in loans and leases on the balance sheet of the Company and the interest income and fee income are included in the income statement under the line loans and leases interest and dividend income.
The fourth product is an interest-free Refund Advance loan. The Bank exclusively originated and funded all of H&R Block’s interest-free Refund Advance loans to tax preparation clients for the 2019 and 2018 tax seasons. The Bank performed the credit underwriting, loan origination, and funding associated with the interest-free Refund Advance loans in the current tax season and received fees from H&R Block for operating the program. No fee is charged to the tax preparation client. Repayment of the Refund Advance loan is deducted from the client’s tax refund proceeds; if an insufficient refund to repay the Refund Advance loan is received, there is no recourse to the client, no negative credit reporting occurs in respect of the client and no collection efforts are made against the client. This agreement is an expansion of the services Axos provided to H&R Block in the 2017 tax season when the Bank participated through purchases of the loans with other providers in the Refund Advance loan program. During the 2017 tax season, the Bank purchased the Refund Advance loans from a third-party bank at a discount and recorded the accretion of the loan discount as interest income, reported on the income statement under the interest and dividend income line item. During the 2018 tax season, the Bank recorded the fees received from H&R Block as interest income on loans, reported on the income statement under the interest and dividend income line item.
The H&R Block-branded financial services products introduce seasonality into the Company’s quarterly reports on Form 10-Q in the unaudited condensed consolidated income statements through the banking and service fees category of non-interest income and the other general and administrative category of non-interest expense, with the peak income and expense in these categories typically occurring during the Company’s third fiscal quarter ended March 31.


Securities. Debt securities are classified as held-to-maturity and carried at amortized cost when management has both the positive intent and ability to hold them to maturity. Debt securities are classified as available-for-sale when they might be sold before maturity. Securities available-for-sale are carried at fair value, with unrealized holding gains and losses reported in other comprehensive income, net of tax. Securities available-for-sale are reported at estimated fair value, with unrealized gains and losses, net of the related tax effects, excluded from operations and reported as a separate component of accumulated other comprehensive income or loss. The fair values of securities traded in active markets are obtained from market quotes. If quoted prices in active markets are not available, we determine the fair values by utilizing industry-standard tools to calculate the net present value of the expected cash flows available to the securities. For securities other than non-agency RMBS, we use observable market participant inputs and categorize these securities as Level II in determining fair value. Trading securities refer to certain types of assets that banks hold for resale at a profit or when the Company elects to account for certain securities at fair value. Increases or decreases in the fair value of trading securities are recognized in earnings as they occur. During the quarter ended September 30, 2016, the Company elected to reclassify all of its held-to-maturity securities to available-for-sale. See Note 4 – “Securities” for further information.
Gains and losses on securities sales are based on a comparison of sales proceeds and the amortized cost of the security sold using the specific identification method. Purchases and sales are recognized on the trade date. Interest income includes amortization of purchase premiums or discounts. Premiums and discounts on securities are amortized or accreted using the level-yield method without anticipating prepayments, except for mortgage-backed securities where prepayments are anticipated. The Company’s portfolios of available-for-sale securities are reviewed quarterly for other-than-temporary impairment. In performing this review, management considers (1) the length of time and extent that fair value has been less than amortized cost, (2) the financial condition and near term prospects of the issuer, (3) the impact of changes in market interest rates on the market value of the security and (4) how to record an impairment by assessing whether the Company intends to sell it or is more likely than not that it will be required to sell a security in an unrealized loss position before the Company recovers the security’s amortized cost. If either of these criteria for (4) is met, the entire difference between amortized cost and fair value is recognized in earnings. Alternatively, if neither of the criteria for (4) are met, the amount of impairment recognized in earnings is limited to the amount related to credit losses, while impairment related to other factors is recognized in other comprehensive income. The credit loss is defined as the difference between the present value of the cash flows expected to be collected and the amortized cost basis.
Loans and Leases. Loans and leases that management has the intent and ability to hold for the foreseeable future or until maturity are reported at the principal balance outstanding, net of unearned interest, deferred purchase premiums and discounts, deferred loan and lease origination fees and costs, and an allowance for loan and lease losses. Interest income is accrued on the unpaid principal balance. Premiums and discounts on loans purchased as well as loan origination fees, net of certain direct origination costs, are deferred and recognized in interest income using the level-yield method.
The Company provides equipment financing to its customers through a variety of lease arrangements. The most common arrangement is a direct financing (capital) lease. For direct financing leases, lease receivables are recorded on the balance sheet but the leased property is not, although the Company generally retains legal title to the leased property until the end of each lease. Direct financing leases are stated at the net amount of minimum lease payments receivable, plus any unguaranteed residual value, less the amount of unearned income and net acquisition discount at the reporting date. Direct lease origination costs are amortized over the life of the lease portfolio. Leases acquired in an acquisition are initially measured and recorded at their fair value on the acquisition date. Purchase discounts or premiums on acquired leases are recognized as an adjustment to interest income over the contractual life of the leases using the effective interest method or taken into income when the related leases are paid off. All equipment financing leases are subject to our allowance for loans and leases.
Recognition of interest income on all portfolio segments is generally discontinued at the time the loan or lease is 90 days delinquent unless the loan and lease is well secured and in process of collection. Past due status is based on the contractual terms of the loan. In all cases, loans are placed on nonaccrual or charged-off at an earlier date if collection of principal or interest is considered doubtful. All interest accrued but not received for loans and leases placed on nonaccrual, is reversed against interest income. Interest received on such loans is accounted for on the cash-basis or cost recovery method, until qualifying for return to accrual status. Loans and leases are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured.
Seasonal fluctuations in the Other loan classification and its associated allowance for loan and lease losses primarily relate to tax season H&R Block-related loan products. These products are generally short term in nature, in that they are intended to be repaid within a few weeks or months of origination; if they are not repaid timely, they are generally charged off in their entirety at 120 days delinquent, consistent with regulatory guidance for unsecured consumer loan products. The Company provides general loan loss reserves for its H&R Block-related loans based upon prior years’ loss experience with consideration for current year loan performance. While they do incur higher proportional default and charge-off rates than the remainder of the Company’s loan and lease portfolio, these asset quality attributes are within expectations of the design of the products.


Loans Held for Sale. U.S. government agency (“agency”) loans originated and intended for sale in the secondary market are carried at fair value. Net unrealized gains and losses are recognized through mortgage banking income in the income statement. The Bank sells its mortgage loans with either servicing released or servicing retained depending upon market pricing. Gains and losses on loan sales are recorded as mortgage banking income or other gains on sale, based on the difference between sales proceeds and carrying value. Non-agency loans held for sale are carried at the lower of cost or fair value. The Company has elected the fair value option for Agency loans held for sale. These loans are intended for sale and the Company believes that the fair value is the best indicator of the resolution of these loans. Interest income is recorded based on the contractual terms of the loan and in accordance with the Company’s policy on loans held for investment.
Loans that were originated with the intent and ability to hold for the foreseeable future (loans held for investment) but which have been subsequently designated as being held for sale for risk management or liquidity needs are carried at the lower of cost or fair value calculated using pools of loans with similar characteristics.
There may be times when loans have been classified as held for sale and cannot be sold. Loans transferred to a long-term investment classification from held-for-sale are transferred at the lower of cost or fair value on the transfer date. Any difference between the carrying amount of the loan and its outstanding principal balance is recognized as an adjustment to yield by the interest method. A loan cannot be classified as a long-term investment unless the Bank has both the ability and the intent to hold the loan for the foreseeable future or until maturity.
Allowance for Loan and Lease Losses. The allowance for loan and lease losses is maintained at a level estimated to provide for probable incurred losses in the loan and lease portfolio held for investment. Management determines the adequacy of the allowance based on reviews of individual loans and leases and pools of loans, recent loss experience, current economic conditions, the risk characteristics of the various categories of loans and other pertinent factors. This evaluation is inherently subjective and requires estimates that are susceptible to significant revision as more information becomes available. The allowance is increased by the provision for loan and lease losses, which is charged against current period operating results, and recoveries of loans and leases previously charged-off. The allowance is decreased by the amount of charge-offs of loans and leases deemed uncollectible. Allocations of the allowance may be made for specific loans and leases but the entire allowance is available for any loan or lease that, in management’s judgment, should be charged off.
The allowance for loan and lease losses includes general reserves and may include specific reserves. Specific reserves may be provided for impaired loans and leases considered Troubled Debt Restructurings (“TDRs”). All other impaired loans and leases are written down through charge-offs to the fair value of collateral, less estimated selling cost, and no specific or general reserve is provided. A loan or lease is impaired when, based on current information and events, it is probable that the Company will be unable to collect all amounts due according to the contractual terms of the loan or lease agreement. Loans and leases for which terms have been modified resulting in a concession and for which the borrower is experiencing financial difficulties are considered TDRs and classified as impaired. A loan or lease is measured for impairment generally two different ways. If the loan or lease is primarily dependent upon the borrower to make payments, then impairment is calculated by comparing the present value of the expected future payments discounted at the effective loan rate to the carrying value of the loan. If the loan or lease is collateral dependent, the net proceeds from the sale of the collateral is compared to the carrying value of the loan or lease. If the calculated amount is less than the carrying value of the loan or lease, the loan or lease has impairment.
A general reserve is included in the allowance for loan and lease losses and is determined by adding the results of a quantitative and a qualitative analysis to all other loans and leases not measured for impairment at the reporting date. The quantitative analysis determines the Bank’s actual annual historic charge-off rates for the previous three fiscal years and applies the average historic rates to the outstanding loan and lease balances in each pool, the product of which is the general reserve amount. The qualitative analysis considers one or more of the following factors: changes in lending policies and procedures, changes in economic conditions, changes in the content of the portfolio, changes in lending management, changes in the volume of delinquency rates, changes to the scope of the loan and lease review system, changes in the underlying collateral of the loans and leases, changes in credit concentrations and any changes in the requirements to the credit loss calculations. A loss rate is estimated and applied to those loans and leases affected by the qualitative factors. The following portfolio segments have been identified: single family secured mortgage, home equity secured mortgage, single family warehouse and other, multi-family secured mortgage, commercial real estate and land secured mortgage, auto secured and recreational vehicles, factoring, commercial and industrial (“C&I”) and other.
General loan and lease loss reserves are calculated by grouping each mortgage loan or lease by collateral type and by grouping the LTV ratios of each loan within the collateral type. An estimated allowance rate for each LTV group within each type of loan and lease is multiplied by the total principal amount in the group to calculate the required general reserve attributable to that group. Management uses an allowance rate that provides a larger loss allowance for loans with greater LTV ratios. General loan loss reserves for C&I loans are determined through a loan level grading system to base its projected loss rates. A matrix was created with a base loss rate with additional potential industry and volume risk adjustments, to calculate a loss rating for each deal.


Given the lack of historical loss experience for this segment at the Company, an allowance loss range is based upon historical peer loss rates. General loan loss reserves for consumer loans are calculated by grouping each loan by credit score (e.g., FICO) at origination and applying an estimated allowance rate to each group. In addition to credit score grading, general loan loss reserves are increased for all consumer loans determined to be 90 days or more past due. Specific reserves or direct charge-offs are calculated when an internal asset review of a loan or lease identifies a significant adverse change in the financial position of the borrower or the value of the collateral. The specific reserve or direct charge-off is based on discounted cash flows, observable market prices or the estimated value of underlying collateral.
Specific loan or lease charge-offs on impaired loans or leases are recorded as a write-off and a decrease to the allowance in the period the impairment is identified. A loan or lease is classified as a TDR when management determines that an existing borrower is in financial distress and the borrower’s loan or lease terms are modified to provide the borrower a financial concession (e.g., lower payment) that would not otherwise be provided by another lender based upon borrower’s current financial condition. TDRs are separately identified for impairment disclosures and are measured at the present value of estimated future cash flows using the loan’s effective rate at inception. If a TDR is considered to be a collateral dependent loan or lease, the loan or lease is reported, net, at the fair value of the collateral less cost to sell. For TDRs that subsequently default, the Company determines the amount of reserve in accordance with the accounting policy for the allowance for loan and lease losses.
If the present value of estimated cash flows under the modified terms of a TDR discounted at the original loan or lease effective rate is less than the book value of the loan or lease before the TDR, the excess is specifically allocated to the loan or lease in the allowance for loan and lease losses.
Mortgage Servicing Rights.Mortgage servicing assets are recognized when rights are acquired through sale of loans. The Company measures its servicing asset using the fair value method. Under the fair value method, the servicing rights are included in other assets on the consolidated balance sheet at fair value. The changes in fair value are reported in earnings in the period in which the changes occur and the adjustments are included in Non-Interest Income - Mortgage banking income in the consolidated statements of income.
Mortgage Banking Derivatives. Commitments to fund mortgage loans (interest rate locks) to be sold into the secondary market and forward commitments for the future delivery of these mortgage loans are accounted for as free standing derivatives. Fair values of these mortgage derivatives are estimated based on changes in mortgage interest rates from the date the interest on the loan is locked. The Company enters into forward commitments for the future delivery of mortgage loans when interest rate locks are entered into, in order to hedge the change in interest rates resulting from its commitments to fund the loans. Changes in the fair values of these derivatives are included in mortgage banking income.
Furniture, Equipment and Software. Fixed asset purchases in excess of five hundred dollars are capitalized and recorded at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, which are three to seven years. Leasehold improvements are amortized over the lesser of the assets’ useful lives or the lease term. Furniture, equipment and software are included in the other assets line on the consolidated balance sheet.
Income Taxes. Income tax expense is the total of the current year income tax due or refundable and the change in deferred tax assets and liabilities. Deferred income tax assets and liabilities are determined using the liability (or balance sheet) method. Under this method, the net deferred tax asset or liability is determined based on the tax effects of the temporary differences between the book and tax bases of the various balance sheet assets and liabilities and gives current recognition to changes in tax rates and laws. The Company records a valuation allowance when management believes it is more likely than not that deferred tax assets will not be realized. An income tax position will be recognized as a benefit only if it is more likely than not that it will be sustained upon IRS examination, based upon its technical merits. Once that status is met, the amount recorded will be the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement. The Company recognizes interest and/or penalties related to income tax matters in income tax expense. The Company adopted ASU 2016-09 effective July 1, 2017. As a result of the adoption, the Company recorded $2.0 million and $2.4 million of income tax benefits for the fiscal year ended June 30, 2019 and June 30, 2018, respectively, related to excess tax benefits from stock compensation. Prior to 2018, such excess tax benefits were generally recorded directly in stockholders’ equity. This accounting standard may potentially increase the volatility in the Company’s effective tax rates.
Securities Borrowed and Securities Loaned. Securities borrowed and securities loaned transactions are reported as collateralized financings and recorded at the amount of cash collateral advanced or received. Securities borrowed transactions require the Company to deposit cash with the lender. With respect to securities loaned, the Company receives collateral in the form of cash in an amount in excess of the fair value of securities loaned. The Company monitors the fair value of securities borrowed and loaned on a daily basis, with additional collateral obtained or refunded, as necessary.
Customer, Broker-Dealer and Clearing Receivables and Payables. Customer, broker-dealer and clearing receivables include receivables of the Company’s broker-dealer subsidiaries, which represent amounts due on cash and margin transactions


and are generally collateralized by securities owned by clients. These receivables, primarily consisting of floating-rate loans collateralized by customer-owned securities, are charged interest at rates similar to other such loans made throughout the industry. The receivables are reported at their outstanding principal balance net of allowance for doubtful accounts. When a receivable is considered to be impaired, the amount of the impairment is generally measured based on the fair value of the securities acting as collateral, which is measured based on current prices from independent sources, such as listed market prices or broker-dealer price quotations. Securities owned by customers, including those that collateralize margin or other similar transactions, are not reflected in the balance sheet. Also included in these accounts are receivables and payables from brokers and dealers and clearing organizations as well as securities failed to deliver and receive.
Business Combinations. Mergers and acquisitions are accounted for in accordance with ASC 805 “Business Combinations” using the acquisition method of accounting. Assets and liabilities acquired and assumed are generally recorded at their fair values as of the date of the transaction. The excess of purchase price over the fair value of assets acquired and liabilities assumed is recorded as goodwill. Significant estimates and judgments are involved in the fair valuation and purchase price allocation process.
Goodwill and Other Intangible Assets. Goodwill represents the excess of the cost of an acquisition over the fair value of the net assets acquired. Other intangible assets represent purchased assets that lack physical substance but can be distinguished from goodwill because of contractual or other legal rights. Intangible assets that have finite lives, such as core deposit intangibles, are amortized over their estimated useful lives and subject to periodic impairment testing. Intangible assets (other than goodwill) are amortized to expense using accelerated or straight-line methods over their respective estimated useful lives.
Goodwill is subject to impairment testing at the reporting unit level, which is conducted at least annually. The Company performs impairment testing during the third quarter of each year or when events or changes in circumstances indicate the assets might be impaired.
The Company performs a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If, after assessing updated qualitative factors, the Company determines it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, it does not have to perform the two-step goodwill impairment test. Determining the fair value of a reporting unit under the first step of the goodwill impairment test and determining the fair value of individual assets and liabilities of a reporting unit under the second step of the goodwill impairment test are judgmental and often involve the use of significant estimates and assumptions. Similarly, estimates and assumptions are used in determining the fair value of other intangible assets. Estimates of fair value are primarily determined using discounted cash flows, market comparisons and recent transactions. These approaches use significant estimates and assumptions including projected future cash flows, discount rates reflecting the market rate of return, projected growth rates and determination and evaluation of appropriate market comparables. Future events could cause the Company to conclude that goodwill or other intangibles have become impaired, which would result in recording an impairment loss. Any resulting impairment loss could have a material adverse impact on the Company’s financial condition and results of operations.
Earnings per Common Share. Earnings per common share (“EPS”) are presented under two formats: basic EPS and diluted EPS. Basic EPS is computed by dividing the net income attributable to common stock (net income after deducting dividends on preferred stock) by the sum of the weighted-average number of common shares outstanding during the year and the unvested average of participating restricted stock units (“RSU”). Diluted EPS is computed by dividing the sum of net income attributable to common stock and dividends on diluted preferred stock by the sum of the weighted-average number of common shares outstanding during the year and the impact of dilutive potential common shares, such as nonparticipating RSUs, stock options and convertible preferred stock.
The Company accounts for unvested stock-based compensation awards containing non-forfeitable rights to dividends or dividend equivalents (collectively, “dividends”certain revenue streams under Accounting Standards Codification (“ASC”) as participating securities and includes the awards in the EPS calculation using the two-class method. The Company has granted restricted stock units under the 2004 Plan to certain directors and employees, which entitle the recipients to receive non-forfeitable dividends during the vesting period on a basis equivalent to the dividends paid to holders of common stock. These unvested awards meet the definition of participating securities. Under the two class method, all earnings (distributed and undistributed) are allocated to each class of common stock and participating securities, based on their respective rights to receive dividends. Under the 2014 Plan, restricted stock units have no shareholder rights, meaning they are not entitled to dividends and are considered nonparticipating. These nonparticipating restricted stock units are not included in the basic earnings per common share calculation and are included in the diluted earnings per common share calculation using the treasury stock method.
Stock-Based Compensation. Compensation cost is recognized for stock options and restricted stock unit awards issued to employees, based on the fair value of these awards at the date of grant. A Black–Scholes model is utilized to estimate fair value of the stock options, while market price of the Company’s common stock at the date of grant is used for restricted stock unit awards, except for the Chief Executive Officer’s restricted stock unit awards under an employment agreement effective July 1, 2017. For


the Chief Executive Officer’s restricted stock unit awards under an employment agreement effective July 1, 2017, a Monte Carlo simulation is utilized to estimate the value of path-dependent options in order to determine the fair value of the restricted stock unit award. Compensation cost is recognized over the required service period, generally defined as the vesting period. For awards with only a service condition that have a graded vesting schedule, compensation cost is recognized on a straight-line basis over the requisite service period for the entire award. For awards that contain a market condition and have a graded vesting schedule compensation cost is recognized using an accelerated attribution method over the requisite service period for the awards.

Stock of Regulatory Agencies. The Bank is a member of the Federal Home Loan Bank (“FHLB”) system. Members are required to own a certain amount of FHLB stock based on the level of borrowings and other factors. FHLB stock is carried at cost, classified as a restricted security, and periodically evaluated for impairment based on ultimate recovery of par value. Axos Securities is a member of the Depository Trust & Clearing Corporation (DTCC), a financial services company providing clearing and settlement services to the financial markets. Members are required to own a certain amount of DTCC stock based on the clearing levels and other factors. DTCC stock is carried at fair value, classified as a restricted security, and periodically evaluated for impairment based on ultimate recovery of par value.
Cash Surrender Value of Life Insurance. The Bank has purchased life insurance policies on certain key executives. Bank owned life insurance is recorded at the amount that can be realized under the insurance contract at the balance sheet date, which is the cash surrender value adjusted for other amounts due that are probable at settlement. Cash surrender value of life insurance is included in the other assets line on the consolidated balance sheet.
Loan Commitments and Related Financial Instruments. Financial instruments include off-balance sheet credit instruments, such as commitments to make loans and commercial letters of credit, issued to meet customer financing needs. The face amount for these items represents the exposure to loss, before considering customer collateral or ability to repay. Such financial instruments are recorded when they are funded. The allowance for loan commitments is included in Accounts payable and accrued liabilities and other liabilities and adjustments to the allowance run through provision for loan and lease loses.
Comprehensive Income. Comprehensive income consists of net income and other comprehensive income. Other comprehensive income includes unrealized gains and losses on securities available-for-sale, which are also recognized as separate components of equity.
Loss Contingencies. Loss contingencies, including claims and legal actions arising in the ordinary course of business, are recorded as liabilities when the likelihood of loss is probable and an amount or range of loss can be reasonably estimated. Management does not believe there are now such matters that will have a material effect on the financial statements.
Dividend Restriction. Banking regulations require maintaining certain capital levels and may limit the dividends paid by the Bank to the holding company. As of June 30, 2019, there are no dividend restrictions on the Bank or the Company.
Fair Value of Financial Instruments. Fair values of financial instruments are estimated using relevant market information and other assumptions, as more fully disclosed in Note 3. Fair value estimates involve uncertainties and matters of significant judgment regarding interest rates, credit risk, prepayments, and other factors, especially in the absence of broad markets for particular items. Changes in assumptions or in market conditions could significantly affect the estimates.
Revenue Recognition. On July 1, 2018, the Company adopted ASU 2014-09, “Topic 606, Revenue from Contracts with Customers (Topic 606)(“ASC 606”), and all subsequent amendments using a modified retrospective approach. The implementation of the new standard did not have a material impact on the measurement, timing, or recognition of revenue. Accordingly, no cumulative effect adjustment to opening retained earnings was deemed necessary. Results for reporting periods beginning after July 1, 2018 are presented under Topic 606, while prior period amounts were not adjusted and continue to be reported in accordance with our historic accounting under Topic 605.
The core principle of Topic 606 iswhich provides that an entity shouldshall recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods orand services. The standard affects all entities that either enter into contracts with customers to transfer goods or services or enter into contracts for the transfer of nonfinancial assets unless those contractsCertain non-interest income, such as deposit service fees, advisory fee income and broker-dealer clearing fees, are within the scope of ASC 606.
Advisory Fee Income - Asset-Based Custody Fees and Asset-Based Fund Fees. Asset based custody fees consist of custody fees, and other guidance.ancillary fees. Custody fees vary based on a percentage of average customer assets under custody. Other ancillary fees may be charged based on average customer assets or based on specific activity. Revenue is recognized over the period where assets are held as the customer simultaneously receives and consumes the benefits. Asset based fund fees consist of 12b-1 and mutual fund shareholder services fees. Asset based fund fees are charged based on a percentage of client assets invested in certain funds. Revenue is calculated each month based on the average daily assets invested in particular funds. Revenue is recognized over the period where assets are invested in certain funds. The performance obligations relates to directing the assets to certain funds and revenue recognition is constrained until the amount of average assets invested in each fund is known.
Topic 606 doesBroker Dealer Clearing Fees. The Company earns revenues for executing, settling and clearing securities transactions for other broker-dealers on a fully disclosed basis. Trade execution and clearing services, when provided together, represent a single performance obligation as the services are not apply to revenueseparately identifiable in the context of the contract. Revenues associated with financial instruments, including revenue combined trade execution and clearing services, as well as trade execution services on a standalone basis, are recognized at a point in time on trade-date. The Company believes that the performance obligation is satisfied on the trade date because that is when the underlying security or purchaser is identified, the pricing is agreed upon and the risks and rewards of ownership have been transferred to/from loansthe customer. The Company also earns revenues for services which are separately identifiable and securities. In addition, certain non-interest income streams suchrepresent a distinct performance obligation which is recognized over time as gainthe customer simultaneously receives and
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consumes the benefits. Certain clearing or loss associated with mortgage servicing rights, financial guarantees, derivatives, and income from bank owned life insurance are also not within the scopeother related fees represent a modification of the new guidance. Topic 606 is applicable to non-interest income suchoriginal contract as deposit relatedthey are distinct services. All trade and execution services are priced at their standalone selling price. Clearing and other fees interchange fees, merchant related income. However,are generally deducted from the recognition of these revenue streams did not change significantly upon adoption of Topic 606. Non-interest income considered to be within the scope of Topic 606 is discussed below.


introducing brokers’ commissions on a monthly basis.
Deposit Service Fees. Service charges on deposit accounts consist of account analysis fees (i.e., net fees earned on analyzed business and public checking accounts), monthly service fees, check orders, and other deposit account related fees. The Company’s performance obligation for account analysis fees and monthly service fees is generally satisfied, and the related revenue recognized, over the period in which the service is provided. Check orders and other deposit account related fees are largely transactional based, and therefore, the Company’s performance obligation is satisfied and related revenue recognized, when incurred. Payment for service charges on deposit accounts is primarily received immediately or in the following month through a direct charge to customers’ accounts.
Fees, Exchange, and Other Service Charges.Card Fees. Fees, exchange, and other service charges are primarily comprised of debit and credit card income, ATM fees, merchant services income, and other service charges. Debit and credit card income is primarily comprised of interchange fees earned whenever the Company’s debit and credit cards are processed through card payment networks such as Visa. ATM fees are primarily generated when a Company cardholder uses a non-Company ATM or a non-Company cardholder uses a Company ATM. Merchant services income mainly represents fees charged to merchants to process their debit and credit card transactions, in addition to account management fees. Other service charges include revenue from processing wire transfers, bill pay service, cashier’s checks, and other services. The Company’s performance obligation for fees, exchange, and other service charges are largely satisfied, and related revenue recognized, when the services are rendered or upon completion. Payment is typically received immediately or in the following month.
Broker dealer clearing fees. The Company earns revenues for executing, settling and clearing securities transactions for other broker-dealers on a fully disclosed basis.  Trade execution and clearing services, when provided together, represent a single performance obligation as the services are not separately identifiable in the context of the contract. Revenues associated with combined trade execution and clearing services, as well as trade execution services on a standalone basis, are recognized at a point in time on trade-date.   The Company believes that the performance obligation is satisfied on the trade date because that is when the underlying security or purchaser is identified, the pricing is agreed upon and the risks and rewards of ownership have been transferred to/from the customer.  The Company also earns revenues for custody services which are separately identifiable and represent a distinct performance obligation which is recognized over time as the customer simultaneously receives and consumes the benefits. Certain clearing or custody related fees represent a modification of the original contract as they are distinct services. All trade and execution services are priced at their standalone selling price. Clearing and other fees are generally deducted from the introducing brokers’ commissions on a monthly basis.
Bankruptcy Trustee and Fiduciary Service Fees. Bankruptcy Trustee and Fiduciary Service income is primarily comprised of fees earned from the Monthly Basis Point Fee and Bank Account Service Charge. The products and services provided to the Trustee also indirectly provide additional deposits to the other banks. One of the uses of the increased deposits by the other banks is to fund the fees paid. The performance obligation is satisfied when the deposits are increased (or decreased) at the end of each month. The expected value method will be used to calculate and record the estimated revenue at the beginning of each month with a subsequent reconciliation to actual at the end of each month.
The following presents non-interest income, segregated by revenue streams in-scope and out-of-scope of Topic 606 for the periods indicated.indicated:
 June 30,
(Dollars in thousands, except per share data)2019 2018
Non-interest income   
Deposit service fees$3,513
 $3,219
Card fees5,340
 3,623
Broker-dealer clearing fees11,737
 
Bankruptcy trustee and fiduciary service fees7,036
 1,991
Non-interest income (in-scope of Topic 606)27,626
 8,833
Non-interest income (out-of-scope of Topic 606)55,131
 62,108
Total non-interest income$82,757
 $70,941

 Year Ended June 30,
(Dollars in thousands)202220212020
Advisory fee income$28,309 $— $— 
Broker-dealer clearing fees19,754 22,156 16,265 
Deposit service fees4,508 4,173 4,240 
Card fees3,764 3,625 5,040 
Bankruptcy trustee and fiduciary service fees3,099 1,380 1,272 
    Non-interest income (in-scope Topic 606)59,434 31,334 26,817 
    Non-interest income (out-of-scope Topic 606)53,929 73,927 76,170 
    Total non-interest income$113,363 $105,261 $102,987 
Contract Balances. A contract asset or receivable is recognized if the Company performs a service or transfers a good in advance of receiving consideration. A contract liability is recognized if the Company receives consideration (or has the unconditional right to receive consideration) in advance of performance. As of June 30, 2019,2022 and 2021, respectively, the Company’s contract assets and liabilities were not considered material.


Contract Acquisition Costs. The Company uses the practical expedient to expense contract acquisition costs when the asset that would have resulted from capitalizing these costs would have been amortized in less than one year. In adopting the guidance in Topic 606, the Company did not capitalize any contract acquisition costs.
Other. Income from bank owned life insurance is accounted for in accordance with ASC 325, Investments - Other. Increases in the net cash surrender value of the policies, as well as insurance proceeds received, are recorded in non-interest income and are not subject to income taxes. Lending related income includes fees earned from gains or losses on the sale of loans, SBA income, and letter of credit fees. Gains and losses on the sale of loans and SBASmall Business Administration (“SBA”) income are recognized pursuant to ASC 860, Transfers and Servicing. Gain or loss on the sale of financial assets is measured as the net assets received from the sale less the carrying amount of the loan sold. The net assets received from the sale represent the fair value of any assets obtained or liabilities incurred as part of the transaction, including but not limited to cash, servicing assets, retained securitization investments and recourse obligations. Fees related to standby letters of credit are accounted for in accordance with ASC 440, Commitments. Net gain or loss on sales / valuations of repossessed and other assets is presented as a component of non-interest expense but may also be presented as a component of non-interest income in the event that a net gain
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is recognized. Net gain or loss on sales of repossessed and other assets are accounted for in accordance with ASC 610, Other Income - Gains and Losses from the Derecognition of Nonfinancial Assets.
New Accounting PronouncementsCash and Cash Equivalents.
Accounting Standards Adopted During Fiscal 2019
In November 2016, the FASB issued ASU 2016-18, Restricted Cash (Topic 326):Restricted Cash. This ASU will amend the guidance in ASC Topic 230, Statement The Bank’s cash, due from banks, money market mutual funds and federal funds sold, all of Cash Flows, and is intended to reduce the diversity in the classification and presentationwhich have original maturities within 90 days, consist of changes in restricted cash on the statement of cash flows. The amendments within this ASU will require that the reconciliation of the beginning-of-period and end-of-period cash and cash equivalents amounts shownequivalents. Net cash flows are reported for customer deposit transactions.
Cash segregated for regulatory purposes. The Board of Governors of the Federal Reserve System (“the Federal Reserve”) regulations require depository institutions to maintain certain minimum reserve balances. Included within this are cash balances required by the Federal Reserve Bank of San Francisco (“FRBSF”) of the Bank. In addition, this line item includes qualified deposits in special reserve bank accounts for the exclusive benefit of Axos Clearing customers in accordance with Rule 15c3-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and other regulations.
Securities. The Company classifies securities at the time of purchase depending on intent. Debt securities are classified as held-to-maturity and carried at amortized cost when management has both the positive intent and ability to hold them to maturity. Debt securities are classified as available-for-sale when they might be sold before maturity. Securities available-for-sale are reported at estimated fair value, with unrealized gains and losses, net of the related tax effects, excluded from operations and reported as a separate component of “Accumulated other comprehensive income or loss” on the statementConsolidated Balance Sheets. Trading securities refer to certain types of cash flows include restricted cashassets that banks hold for resale at a profit or when the Company elects to account for certain securities at fair value. Increases or decreases in the fair value of trading securities are recognized in earnings as they occur.
Gains and restricted cash equivalents. If restricted cashlosses on securities sales are based on a comparison of sales proceeds and restricted cash equivalentsthe amortized cost of the security sold using the specific identification method. Purchases and sales are presented separately from cash and cash equivalentsrecognized on the balance sheet,trade date. Interest income includes amortization of purchase premiums or discounts. Premiums and discounts on securities are amortized or accreted using the level-yield method without anticipating prepayments, except for mortgage-backed securities where prepayments are anticipated. For available-for-sale debt securities in an entityunrealized loss position, the Company first assesses whether it intends to sell, or it is more likely than not that it will be required to reconcilesell the amounts presented onsecurity before recovery of its amortized cost basis. If either of the statementcriteria regarding intent or requirement to sell is met, the security’s amortized cost basis is written down to fair value through income. For available-for-sale debt securities that do not meet the aforementioned criteria, the Company evaluates at the individual security level whether the decline in fair value has resulted from credit losses or other factors. In making this assessment, management considers the extent to which fair value is less than amortized cost and adverse conditions specifically related to the security, among other factors. If this assessment indicates that a credit loss exists, the present value of cash flows expected to be collected from the security are compared to the amountsamortized cost basis of the security. If the present value of cash flows expected to be collected is less than the amortized cost basis, a credit loss exists and an allowance for credit losses is recorded for the credit loss, limited by the amount that the fair value is less than the amortized cost basis. The remaining change in fair value is recognized in “Other comprehensive income” on the Consolidated Statements of Comprehensive Income. Changes in the allowance for credit losses, if any, are recorded as a provision for (or reversal of) credit losses. Losses are charged against the allowance when management believes the available-for-sale investment security is confirmed as uncollectible or when either of the criteria regarding intent or requirement to sell is met.
Loans. Loans that are held for investment are loans that management has the intent and ability to hold for the foreseeable future or until maturity are reported at the principal balance outstanding, net of unearned interest, deferred purchase premiums and discounts, deferred loan origination fees and costs, and an allowance for credit loss - loans. Interest income is accrued on the unpaid principal balance. Premiums and discounts on loans purchased as well as loan origination fees, net of certain direct origination costs, are deferred and recognized in interest income using the level-yield method.
As a result of the change from adopting Accounting Standards Update (“ASU”) 2016-13, “Measurement of Credit Losses on Financial Instruments” and all subsequent amendments that modified ASU 2016-13 (collectively, “ASC 326”) on July 1, 2020, the Company updated categorization of the loan portfolio.
Single Family - Mortgage & Warehouse.The Single Family Real Estate portfolio primarily consists of two loan types: single family mortgage loans and single family warehouse lines of credit. The single family mortgage loans consist of fixed-rate and adjustable-rate loans secured by one-to-four family residences located in the U.S. The Company’s lending policies generally limit the maximum LTV ratio on one-to-four family loans to 80% of the lesser of the appraised value or the purchase price, plus pledged collateral. Terms of maturity typically range from 15 to 30 years. The Company attempts to mitigate residential lending risks by adhering to its underwriting policies in evaluating the collateral and the credit-worthiness of the borrower. The Company also originates home equity lines of credit and second mortgage loans. Single family warehouse lines of credit consist of short-term, secured advances to mortgage bankers on a revolving basis. These facilities enable the mortgage originators to close loans in their own names and temporarily finance inventories of closed mortgage loans until they can be sold to an
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approved investor. Mortgage loans aged on a mortgage banking customer’s line longer than 60 days are investigated by the Bank, which can require the borrower to pay down the line. The Company attempts to mitigate residential lending risks by adhering to its underwriting policies in evaluating the collateral and the credit-worthiness of the borrower.
Multifamily and Commercial Mortgage.The Company originates loans secured by multifamily real estate (more than four units) and commercial real estate (typically from $0.5 million to $10 million). These loans involve a greater degree of risk than one-to-four family residential mortgage loans as these loans can be greater in amount, dependent on the cash flow capacity of the project, and may be more difficult to evaluate and monitor. Repayment of loans secured by properties frequently depends on the successful operation and management of the properties. Consequently, repayment of such loans may be affected by adverse conditions in the real estate market or economy. The Company attempts to mitigate these risks by monitoring the LTV and minimum debt service coverage ratios, in addition to thoroughly evaluating the global financial condition of the borrower, the management experience of the borrower, and the quality of the collateral property securing the loan.
Commercial Real Estate.The Company originates loans across the U.S. secured by commercial real estate properties (“CRE”) under a variety of structures that it classifies as commercial real estate. A few examples are as follows: Commercial Bridge to Sale, Commercial Bridge to Construction, Commercial Bridge to Refinance and Acquisition, Development, and Construction. CRE Loans are originated to businesses secured by first liens on single family, multifamily, condominium, office, retail, mixed-use, hospitality, undeveloped or to-be-redeveloped land or small business loans. Repayment of CRE loans depends on the successful completion of the real estate transition project and permanent take-out. The Company attempts to mitigate risk by adhering to its underwriting policies in evaluating the collateral and the credit-worthiness of borrowers and guarantors.
Commercial & Industrial - Non-Real Estate (Non-RE).Comprising the majority of this portfolio are commercial and industrial non-real estate, asset-backed loans, lines of credit and term loans made to commercial borrowers secured by commercial assets, including, but not limited to, receivables, inventory and equipment. The Company typically reduces it exposure in these loans by entering into a structured facility, under which the Company takes a senior lien position collateralized by the underlying assets at advance rates well inside the collateral value. Commercial and industrial leases comprise the remainder of this portfolio and are primarily made based on the operating cash flows of the borrower or conversion of working capital assets to cash and secondarily on the underlying collateral provided by the borrower. The Company assesses whether each lease arrangement qualifies as a sale under ASC 606. The Company has determined that the equipment financing lease arrangements do not qualify as a sale as the buyer lessors do not obtain control of the assets in the Company’s ongoing sale leaseback arrangements. Therefore, the leased equipment is not capitalized on the balance sheet. An entity will alsoAlthough commercial and industrial loans and leases are often collateralized directly or indirectly by equipment, inventory, accounts or loans receivable or other business assets, the liquidation of collateral in the event of a borrower default may be an insufficient source of repayment because accounts or loans receivable may be uncollectible and inventories and equipment may be obsolete or of limited use. The Company attempts to mitigate these risks through the structuring of these lending products, adhering to its underwriting policies in evaluating the management of the business and the credit-worthiness of borrowers and guarantors.
Auto and Consumer.This segmentconsists of the following distinct classes:
Auto.The Company originates prime loans to customers secured by new and used vehicles. The Company holds all of the auto loans originated and performs loan servicing functions for these loans. Auto loans carry a fixed interest rate and have terms that range from two to eight years. The Company attempts to mitigate auto lending risks by adhering to its underwriting policies in evaluating the collateral and the credit-worthiness of the borrower.
Consumer Unsecured Lending. The Company originates fixed rate unsecured loans to individual borrowers in all fifty states. Loans are normally in the range between $5,000 and $50,000 with terms that range between twelve and seventy-two months to well-qualified borrowers. The minimum credit score is 700. All applicants apply digitally and are required to disclose information regardingsupply proof of income, identity, and bank account documentation. The Company attempts to mitigate risks by using seasoned underwriters to review each loan, leveraging customer interviews and data analytics in the natureunderwriting process.
Other.The Company originates other loans, which include structured settlements, SBA consumer loans and refund advance loans. Structured settlements are originated through the wholesale and retail purchase of state lottery prize and structured settlement annuities. These annuities are high credit quality deferred payment receivables having a state lottery commission or primarily highly rated insurance company payor. Purchases of state lottery prize or structured settlement annuities are governed by specific state statutes requiring judicial approval of each transaction. No transaction is funded before an order approving such transaction has been entered by a court of competent jurisdiction. The Company attempts to mitigate these risks by adhering to its underwriting policies in evaluating the credit-worthiness of the restrictions. ASU 2016-18 requires retrospective applicationstate or insurer. Federal Paycheck Protection Program (“PPP”) loans made by the Bank under the Federal Coronavirus Aid, Relief and Economic Security Act (“CARES”) Act are guaranteed by the SBA and, if the loan funds are used by the borrower for specific purposes as provided under the PPP, may be fully or partially forgiven by the SBA at which time, the Bank will receive funds related to the PPP loan
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forgiveness directly from the SBA. Because of the underwriting policies and SBA guarantee, the Company does not expect any probable incurred credit losses and has provided a de minimis amount of allowance for credit losses.
Recognition of interest income on all portfolio segments is effectivegenerally discontinued at the time the loan is 90 days delinquent unless the loan is well secured and in process of collection. Past due status is based on the contractual terms of the loan. In all cases, loans are placed on nonaccrual or charged-off at an earlier date if collection of principal or interest is considered doubtful. All interest accrued but not received for fiscal years beginning after December 15, 2018loans placed on nonaccrual, is reversed against interest income. Interest received on such loans is accounted for on the cash-basis or cost recovery method, until qualifying for return to accrual status. Loans are returned to accrual status when all the principal and interim periods within those fiscal years,interest amounts contractually due are brought current and future payments are reasonably assured.
Loans Held for Sale. Loans held for sale includes agency loans and non-agency loans held for sale. Agency loans originated and intended for sale in the secondary market are carried at fair value. Net unrealized gains and losses are recognized through mortgage banking income in the income statement. The Bank sells its mortgage loans with early adoption permitted.either servicing released or servicing retained depending upon market pricing. Gains and losses on loan sales are recorded as mortgage banking income, based on the difference between sales proceeds and carrying value. Non-agency loans held for sale are carried at the lower of cost or fair value. The Company adoptedhas elected the fair value option for Agency loans held for sale. These loans are intended for sale and the Company believes that the fair value is the best indicator of the resolution of these loans. Interest income is recorded based on the contractual terms of the loan and in accordance with the Company’s policy on loans held for investment.
Loans that were originated with the intent and ability to hold for the foreseeable future (loans held for investment), but which have been subsequently designated as being held for sale for risk management or liquidity needs are carried at the lower of cost or fair value calculated using pools of loans with similar characteristics.
There may be times when loans have been classified as held for sale and cannot be sold. Loans transferred to a long-term investment classification from held-for-sale are transferred at the lower of cost or fair value on the transfer date. Any difference between the carrying amount of the loan and its outstanding principal balance is recognized as an adjustment to yield by the interest method. A loan cannot be classified as a long-term investment unless the Bank has both the ability and the intent to hold the loan for the foreseeable future or until maturity.
Allowance for Credit Losses. The allowance for credit losses (“ACL”) is a valuation account that offsets the amortized cost basis of loans and net investment in leases. Under ASC 326, amortized cost is the basis on which the ACL is determined. Amortized cost is principal outstanding, net of any purchase premiums and discounts and net of any deferred loan fees and costs.
Credit losses are charged off when the Company believes that collectability of at least some portion of outstanding principal is unlikely. These charge-offs are recorded as a reversal, thereby reducing, the allowance for credit losses. Recoveries on loans previously charged off are recorded as an increase to the allowance for credit losses. The allowance for credit losses is maintained at a level needed to absorb expected credit losses over the contractual life, considering the effects of prepayments, of the loan portfolio as of the reporting date. Determining the adequacy of the allowance for credit losses is complex and requires judgment by Management about the effect of matters that are inherently uncertain. As such, a future assessment of current conditions may require material adjustments to the allowance.
The Company’s process for determining expected life-time credit losses entails a portfolio, model-based approach utilizing loan level detail and requires consideration of a broad range of relevant information relating to historical loss experience, current economic conditions and reasonable and supportable forecasts.
A credit loss is estimated for all loans. Consequently, the Company stratifies the full loan population into segments sharing similar characteristics to perform the evaluation of the credit loss collectively.
The Company defines a segment as the level at which the Company develops a systematic methodology to determine the allowance. Additionally, the Company can further stratify loans of similar type, risk attributes and methods for monitoring credit risk. The Company categorizes the loan portfolio into six segments: Single Family - Mortgage & Warehouse, Multifamily and Commercial Mortgage, Commercial Real Estate, Commercial & Industrial - Non Real Estate, Auto & Consumer and Other. Refer to detail above within this standard on March 31, 2019. Note under Loans.
The new guidance did not havemethod for estimating expected life-time credit losses includes, among other things, the following main components: 1) The use of a significant impactprobability of default (“PD”)/loss given default (“LGD”) model; 2) defining a number of economic scenarios across the benign to adverse spectrum; 3) a reasonable forecast period of 24 months for all loan segments; and 4) a reversion period of 12 months using a linear transition to historical loss rates for each loan pool. After the reversion period, the historical loss rate is applied over the remaining contractual life of loan. Reasonable forecast periods and reversion periods are
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subject to periodic review and may be adjusted based on the Company’s consolidated financial statementsview of current economic conditions. The results of the estimate are calculated for several scenarios across the benign to adverse spectrum for each of the Company’s loan portfolio segments. The weighting of scenarios is subject to periodic review and may be adjusted based on the Company’s view of current economic conditions.
Given the inherent limitations of a solely quantitative model, qualitative adjustments are included to arrive at the timeending calculated loss amount in order to account for data points not captured from quantitative inputs alone.
Qualitative criteria we consider includes, among other things, the following:
Regulatory and Legal - matters that may impact the timeliness and/or amounts of adoption.repayments;
In January 2017,Concentration - portfolio composition and loan concentration;
Collateral Dependency - changes in collateral values;
Lending/Underwriting Standards - current lending policies and the FASB issued ASU 2017-01, effects of any new policies;
Business Combinations (Topic 805): ClarifyingNature and Volume - loan production volume and mix;
Macroeconomic Environment - considerations not reflected in the Definitiondata utilized in the model; and
Loan Trends - credit performance trends, including a borrower’s financial condition and credit rating.
Specifically, Management reviews whether the model reflects the appropriate level of PD and LGD, given the macroeconomic forecasts used as compared to the Company’s loan portfolio. Management determines the adequacy of the allowance for credit losses based on reviews of individual loans, recent loss experience, current economic conditions, expectations about future economic conditions, the risk characteristics of the various categories of loans and other pertinent factors. If, based on Management’s evaluation, macroeconomic factors do not capture Management’s assumption regarding collateral values (LGD) and defaults (PD), Management will apply additional qualitative overlays to the loan portfolio. This evaluation is inherently subjective and requires estimates that are susceptible to significant revision as more information becomes available.
Prior to July 1, 2020, the entire allowance for credit losses for each portfolio class was a Businessvaluation allowance for probable losses existing in the loan portfolio. Under the prior methodology, the quantitative analysis determined was based on the Bank’s actual annual historic charge-off rates for the previous three fiscal years and applies the average historic rates to the outstanding loan and lease balances in each pool, the product of which is the general reserve amount. The qualitative analysis considered one or more of the following factors: changes in lending policies and procedures, changes in economic conditions, changes in the content of the portfolio, changes in lending management, changes in the volume of delinquency rates, changes to the scope of the loan and lease review system, changes in the underlying collateral of the loans and leases, changes in credit concentrations and any changes in the requirements to the credit loss calculations. When specific loan impairment analysis is performed under ASC 310-10, the impairment was either recorded as a charge-off to the loan allowance or, if such loan was a troubled debt restructuring (“TDR”), the impairment is recorded as a specific loan loss allowance.
Accrued Interest. Accrued interest receivable is excluded from amortized cost and is presented separately in “Other Assets” on the Consolidated Balance Sheets. Additionally, the Company does not estimate an allowance for credit losses on accrued interest receivable as the Company has a policy to charge off accrued interest deemed uncollectible in a timely manner. When a loan is placed on non-accrual status, which occurs when a borrower becomes delinquent by 90 days, interest previously accrued but not collected is reversed against current period interest income.
Individually Assessed Loans.Credit loss is estimated for any individual loan on a collective basis, unless an individual loan’s credit characteristics has deteriorated below a range of the overall group, in which case the loan would then be individually assessed. Individually assessed loans are measured for credit loss based on present value of future expected cash flows, discounted at the loan’s effective interest rate or the fair value of the collateral, less estimated selling costs, if the loan is collateral-dependent.
Loan Commitments.Loans commitments not unconditionally cancellable are subject to an estimate of credit loss under a current expected credit loss model. The Company’s process for determining the estimate of credit loss on loan commitments is the same as it is on loans. Refer to detail of Allowance on Credit Losses above. Allowance on Credit Losses of off-balance sheet commitments is presented separately in “Accounts payable, accrued liabilities and other liabilities” on the Consolidated Balance Sheets.
Leases. The Company leases office space under operating lease agreements scheduled to expire at various dates. The Company accounts for leases under ASC 842, Leases. At lease commencement, lease liabilities are recognized based on the present value of the remaining lease payments and discounted using the Company’s incremental borrowing rate, which is a blended rate comprised of the FHLB term rate and the Company’s subordinated debt rate. Right-of-use assets initially equal the lease liability, adjusted for any lease payments made prior to lease commencement and for any lease incentives.
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Lessor Arrangements. The Company provides equipment financing to its customers through a variety of lessor arrangements. Direct financing leases and sales-type leases are carried at the aggregate of lease payments receivable plus the estimated residual value of the leased property less unearned income, which is accreted to interest income over the lease terms using methods that approximate the interest method. Operating lease income is recognized on a straight-line basis. Leases generally do not contain non-lease components.
Lessee Arrangements. Substantially all of the Company’s lessee arrangements are operating leases. Under these arrangements, the Company records right-of-use assets and lease liabilities at lease commencement. Right-of-use assets are reported in “Other assets” on the Consolidated Balance Sheets, and the related lease liabilities are reported in “Accounts payable, accrued liabilities and other liabilities”. All leases are recorded on the Consolidated Balance Sheets, except leases with an initial term less than 12 months for which the Company made the short-term lease election. Lease expense is recognized on a straight-line basis over the lease term and is recorded in “Occupancy and equipment” expense in the Consolidated Statements of Income.
Mortgage Servicing Rights.Mortgage servicing assets are recognized when rights are retained upon sale of loans. The Company measures its servicing asset using the fair value method. Under the fair value method, the servicing rights are included on the Consolidated Balance Sheets at fair value. The changes in fair value are reported in earnings in the period in which the changes occur and the adjustments are included in “Mortgage banking income”, a component of non-interest income in the Consolidated Statements of Income.
Mortgage Banking Derivatives. Commitments to fund mortgage loans (interest rate locks) to be sold into the secondary market and forward commitments for the future delivery of these mortgage loans are accounted for as free standing derivatives. Fair values of these mortgage derivatives are estimated based on changes in mortgage interest rates from the date the interest on the loan is locked. The Company enters into forward commitments for the future delivery of mortgage loans when interest rate locks are entered into, in order to economically hedge the change in interest rates resulting from its commitments to fund the loans. Changes in the fair values of these derivatives are included in “Mortgage banking income” on the Consolidated Statements of Income.
Furniture, Equipment and Software. Fixed assets are stated at cost less accumulated depreciation and amortization computed primarily using the straight-line method over the estimated useful lives of the assets, which are three to seven years and recorded within “Depreciation and amortization”, which changesis a component of non-interest expense on the definitionConsolidated Statements of a business to assist entities with evaluating when a setIncome. Leasehold improvements are amortized over the lesser of transferredthe assets’ useful lives or the lease term. Furniture, equipment and software are included in “Other assets” on the Consolidated Balance Sheets.
Income Taxes. Income tax expense is the total of the current year income tax due or refundable and the change in deferred tax assets and activitiesliabilities. Deferred income tax assets and liabilities are determined using the asset and liability method. Under this method, the net deferred tax asset or liability is deemeddetermined based on the tax effects of the temporary differences between the book and tax bases of the various assets and liabilities on the Consolidated Balance Sheets and gives current recognition to changes in tax rates and laws. The Company records a valuation allowance when management believes it is more likely than not that deferred tax assets will not be realized. An income tax position will be recognized as a business. Determining whether a transferred set constitutes a businessbenefit only if it is important becausemore likely than not that it will be sustained upon examination by the accounting for a business combination differs fromInternal Revenue Service, based upon its technical merits. Once that status is met, the amount recorded will be the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement. The Company recognizes interest and/or penalties related to income tax matters in income tax expense.
Securities Borrowed and Securities Loaned. Securities borrowed and securities loaned transactions are reported as collateralized financings and recorded at the amount of cash collateral advanced or received. Securities borrowed transactions require the Company to deposit cash with the lender. With respect to securities loaned, the Company receives collateral in the form of cash in an asset acquisition. The definition of a business also affects the accounting for dispositions. Under the new standard, when substantially allamount in excess of the fair value of assets acquired is concentrated in a single asset, or a group of similar assets, the assets acquired would not represent a business and business combination accounting would not be required. The new standard may result in more transactions being accounted for as asset acquisitions rather than business combinations.securities loaned. The Company adopted this standard on July 1, 2018. The new guidance did not have a significant impact onmonitors the Company’s consolidated financial statements at the time of adoption.
In January 2017, the FASB issued ASU 2017-04, Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment: The objective of this guidance is to simplify an entity’s required test for impairment of goodwill by eliminating Step 2 from the goodwill impairment test. In Step 2 an entity measured a goodwill impairment loss by comparing the implied fair value of securities borrowed and loaned on a reporting unit’s goodwilldaily basis, with additional collateral obtained or refunded, as necessary.
Customer, Broker-Dealer and Clearing Receivables and Payables. Customer, broker-dealer and clearing receivables include receivables of the carrying amountCompany’s broker-dealer subsidiaries, which represent amounts due on cash and margin transactions and are generally collateralized by securities owned by clients. These receivables primarily consist of floating-rate loans collateralized by customer-owned securities. The receivables are reported at their outstanding principal balance net of allowance for doubtful accounts. When a receivable is considered to be impaired, and impairment charge is recorded based on the current estimate of credit loss for the receivable, which is measured based on current prices from independent sources, such as listed market prices or broker-dealer price quotations. Securities owned by customers, including those that goodwill. In computingcollateralize margin or other similar transactions, are not reflected on the impliedConsolidated Balance Sheets. Also included in these accounts are receivables and payables from brokers and dealers and clearing organizations as well as securities failed to deliver and receive.
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Business Combinations. Mergers and acquisitions are accounted for using the acquisition method of accounting. Assets and liabilities acquired and assumed are recorded at their fair valuevalues as of goodwill, an entity had to determine the fair value at the impairment date of its assets and liabilities, including any unrecognized assets and liabilities, following a procedure that would be required in determiningthe transaction. The excess of purchase price over the fair value of assets acquired and liabilities assumed is recorded as goodwill. Significant estimates and judgments are involved in a business combination. Under this Update,the fair valuation and purchase price allocation process.
Goodwill and Other Intangible Assets. Goodwill represents the excess of the cost of an entity should perform its annual or quarterly goodwill impairment test by comparingacquisition over the fair value of the net assets acquired. Other intangible assets represent purchased assets that lack physical substance but can be distinguished from goodwill because of contractual or other legal rights. Intangible assets that have finite lives, such as core deposit intangibles, are amortized over their estimated useful lives and subject to periodic impairment testing. Intangible assets (other than goodwill) are amortized to “Depreciation and amortization”, a component of non-interest expense on the Consolidated Statements of Income, using accelerated or straight-line methods over their respective estimated useful lives.
Goodwill is subject to impairment testing at the reporting unit withlevel, which is conducted at least annually. The Company performs impairment testing during the third quarter of each year or when events or changes in circumstances indicate the assets might be impaired.
The Company performs a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If, after assessing updated qualitative factors, the Company determines it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, it does perform a quantitative goodwill impairment test. Determining the fair value of a reporting unit is judgmental and often involves the use of significant estimates and assumptions. Similarly, estimates and assumptions are used in determining the fair value of other intangible assets. Estimates of fair value are primarily determined using discounted cash flows, market comparisons and recent transactions. These approaches use significant estimates and assumptions including projected future cash flows, discount rates reflecting the market rate of return, projected growth rates and determination and evaluation of appropriate market comparable.
Earnings per Common Share. Earnings per common share (“EPS”) are presented under two formats: basic EPS and diluted EPS. Basic EPS is computed by dividing the net income attributable to common stock (net income after deducting dividends on preferred stock) by the sum of the weighted-average number of common shares outstanding during the year and the unvested average of participating restricted stock units (“RSU”). Diluted EPS is computed by dividing the sum of net income attributable to common stock and dividends on diluted preferred stock by the sum of the weighted-average number of common shares outstanding during the year and the impact of dilutive potential common shares, such as nonparticipating RSUs and convertible preferred stock.
The Company accounts for unvested stock-based compensation awards containing non-forfeitable rights to dividends or dividend equivalents (collectively, “dividends”) as participating securities and includes the awards in the EPS calculation using the two-class method. Under the two class method, all earnings (distributed and undistributed) are allocated to each class of common stock and participating securities, based on their respective rights to receive dividends. Under the Amended and Restated 2014 Stock Incentive Plan (the “2014 Plan”), restricted stock units have no shareholder rights, meaning they are not entitled to dividends and are considered nonparticipating. These nonparticipating restricted stock units are not included in the basic earnings per common share calculation and are included in the diluted earnings per common share calculation using the treasury stock method.
Stock-Based Compensation. Compensation cost is recognized for restricted stock unit awards issued to employees, based on the fair value of these awards at the date of grant. Market price of the Company’s common stock at the date of grant is used for restricted stock unit awards. The Company has certain share awards that include market conditions that affect vesting. The fair value of these awards is estimated using a Monte Carlo simulation. Compensation cost is recognized over the required service period, generally defined as the vesting period. For awards with only a service condition that have a graded vesting schedule, compensation cost is recognized on a straight-line basis over the requisite service period for the entire award. For awards that contain a market condition and have a graded vesting schedule compensation cost is recognized using an accelerated attribution method over the requisite service period for the awards. The Company accounts for forfeitures by recognizing forfeitures when they occur.
Stock of Regulatory Agencies. The Bank is a member of the Federal Home Loan Bank (“FHLB”) system. Members are required to own a certain amount of FHLB stock based on the level of borrowings and other factors. FHLB stock is carried at cost, classified as a restricted security, and periodically evaluated for impairment based on ultimate recovery of par value. Axos Securities, LLC is a member of the Depository Trust & Clearing Corporation (“DTCC”), a financial services company providing clearing and settlement services to the financial markets. Members are required to own a certain amount of DTCC stock based on the clearing levels and other factors. DTCC stock is carried at fair value, classified as a restricted security, and periodically evaluated for impairment based on ultimate recovery of par value.
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Low Income Housing Tax Credits (“LIHTC”).The Company invests as a limited partner in LIHTC partnerships that operate qualified affordable housing projects which generate tax benefits for investors through the realization of tax credits and deductions, which may be subject to recapture by taxing authorities if compliance requirements are not met. We amortize the investment in proportion to the allocated tax benefits using the proportional amortization method of accounting and record an impairment chargesuch benefits net of investment amortization in income taxes on the consolidated statements of income. The investment is included within “Other assets” on the Consolidated Balance Sheets.
Cash Surrender Value of Life Insurance. The Bank has purchased life insurance policies on certain key executives. Bank owned life insurance is recorded at the amount that can be realized under the insurance contract at the balance sheet date, which is the cash surrender value adjusted for other amounts due that are probable at settlement. Cash surrender value of life insurance is included in the excessother assets line on the consolidated balance sheet. Changes to the cash surrender value are recorded within “Banking and service fees”, which is a component of non-interest income on the Consolidated Statements of Income.
Comprehensive Income. Comprehensive income consists of net income and other comprehensive income. Other comprehensive income includes unrealized gains and losses on securities available-for-sale, which are also recognized as separate components of equity. The method for determining the cost basis of securities sold or reclassed out of other comprehensive income into earnings is based on the value of the carrying amount over the reporting unit’s fair value. Thespecific security and any previously recognized gain or loss recognized should not exceed the total amount of goodwill allocated to the reporting unit and the entity must consider the income tax effects from any tax deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment loss, if applicable. This guidance is effective for a public business entityassociated with that is an SEC filer for its annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019. The new guidance did not have a significant impact on the Company’s consolidated financial statements at the time of adoption.specific security.
New Accounting Standards
Accounting Standards Issued But Not Yet Adopted
In February 2016,March 2020, the FASB issued ASU 2016-02, Leases, as amendedNo. 2020-04, Reference Rate Reform (Topic 848)—Facilitation of the Effects of Reference Rate Reform on Financial Reporting, and the subsequent January 2021 clarification ASU 2021-04, Reference Rate Reform (Topic 848)—Scope, provide guidance to alleviate the burden in July 2018accounting for reference rate reform by ASU 2018-10 Codification Improvementsallowing certain expedients and exceptions in applying generally accepted accounting principles to Topic 842, Leases contracts, hedging relationships, and ASU 2018-11 Leases (Topic 842): Targeted Improvements. other transactions impacted by reference rate reform. The new standard establishes a right-of-use modelprovisions apply only to those transactions that requires a lesseereference LIBOR or another reference rate expected to record a rightbe discontinued due to reference rate reform. Adoption of use assetthe provisions are optional and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. ASUs 2016-02, 2018-10 and 2018-11 are effective for fiscal years beginning afterfrom March 12, 2020 through December 15, 2018, including interim periods within those fiscal years. A modified retrospective transition approach is anticipated for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented


in the financial statements, with certain practical expedients available.31, 2022. The Company has completed its review of contracts and does not expect a materialis evaluating the impact on the Company’s consolidated financial statements and regulatory capital and risk-weighted assets or results from operations.Consolidated Financial Statements, but it does not expect the adoption to have a material impact.
In June 2016,March 2022, the FASB issued ASU 2016-13 2022-02, Financial Instruments—CreditInstruments-Credit Losses (Topic 326): Measurement, Troubled Debt Restructurings and Vintage Disclosures. ASU 2022-02 addresses areas identified by the FASB as part of Credit Losses on Financial Instruments (“ASU 2016-13”), which (i) significantly changesits post-implementation review of the impairment model for most financial assets that are measured at amortized cost and certain other instruments from an incurred loss model to an expected loss model; and (ii) provides for recording credit losses on available-for-salestandard (ASU 2016-13) that introduced the CECL model. The amendments eliminate the accounting guidance for troubled debt securities through an allowance account. ASU 2016-13 also requires certain incremental disclosures. ASU 2016-13 should be applied on a modified-retrospective transition approachrestructurings by creditors that wouldhave adopted the CECL model and enhance the disclosure requirements for loan refinancings and restructurings made with borrowers experiencing financial difficulty. In addition, the amendments require a cumulative-effect adjustmentpublic business entity to the opening retained earningsdisclose current-period gross write-offs for financing receivables and net investment in leases by year of origination in the statement of financial condition as of the date of adoption. A prospective transition approach is required for debt securities for which an other-than-temporary impairment had been recognized before the effective date.vintage disclosures. The guidance will beamendment would become effective for the Company’s financial statements that include periods beginningCompany on July 1, 2020.2023. Early adoption is permitted. The Company has completedis evaluating the developmentimpact of ASU 2022-02 on the of implementation plan and is inCompany’s Consolidated Financial Statements, but it does not expect the process of model development. The Company expects ASU 2016-13adoption to have a material impact on the Company’s consolidated financial statements.
In March 2017, the FASB issued guidance within ASU 2017-08, Premium Amortization on Purchased Callable Debt Securities. The amendments in ASU 2017-08 to Subtopic 310-20, Receivables-Nonrefundable Fees and Other Costs, shorten the amortization period for certain purchased callable debt securities held at a premium to the earliest call date, which more closely align the amortization period of premiums and discounts to expectations incorporated in market pricing on the underlying securities. Under current GAAP, entities generally amortize the premium as an adjustment of yield over the contractual life of the instrument. The amendments do not require an accounting change for securities held at a discount; the discount continues to be amortized to maturity. The amendments in this ASU should be applied on a modified retrospective basis through a cumulative-effect adjustment directly to retained earnings as of the beginning of the period of adoption. The amendments in this ASU are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. The adoption of this guidance is not expected to have a significant impact on the Company’s consolidated financial statements.
In August 2017, the FASB issued ASU 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities. The ASU expands and refines hedge accounting for both financial and non-financial risk components, aligns the recognition and presentation of the effects of hedging instruments and hedge items in the financial statements, and includes certain targeted improvements to ease the application of current guidance related to the assessment of hedge effectiveness. The effective date of the new standard for public companies is for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. The new standard must be adopted using a modified retrospective transition with a cumulative effect adjustment recorded to opening retained earnings as of the initial adoption date. The Company does not anticipate that this guidance will have a material impact on its consolidated financial statements.
In June 2018, the FASB issued guidance within ASU 2018-07, Improvements to Nonemployee Share-Based Payment Accounting. The amendments in ASU 2018-07 to Topic 718, Compensation-Stock Compensation, are intended to align the accounting for share-based payment awards issued to employees and nonemployees. Changes to the accounting for nonemployee awards include: 1) equity classified share-based payment awards issued to nonemployees will now be measured on the grant date, instead of the previous requirement to remeasure the awards through the performance completion date; 2) for performance conditions, compensation cost associated with the award will be recognized when achievement of the performance condition is probable, rather than upon achievement of the performance condition; and 3) the current requirement to reassess the classification (equity or liability) for nonemployee awards upon vesting will be eliminated, except for awards in the form of convertible instruments. The new guidance also clarifies that any share-based payment awards issued to customers should be evaluated under ASC 606, Revenue from Contracts with Customers. The amendments in this ASU are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. The Company’s share-based payment awards to nonemployees consist only of grants made to the Company’s nonemployee Directors as compensation solely related to each individual’s role as a nonemployee Director. As such, in accordance with ASC 718, the Company accounts for these share-based payment awards to its nonemployee Directors in the same manner as share-based payment awards for its employees. Accordingly, the amendments in this guidance will not have an effect on the accounting for the Company’s share-based payment awards to its nonemployee Directors.
In August 2018, the FASB issued guidance within ASU 2018-13, Fair Value Measurement Disclosure Framework (Topic 820) - Changes to the Disclosure Requirements for Fair Value Measurement. The amendments in ASU 2018-13 require a nonpublic entity to disclose transfers into and out of Level 3 of the fair value hierarchy and purchases and issues of Level 3 assets and liabilities. Public companies are also now required to disclose the changes in unrealized gains and losses for the period included in other comprehensive income for recurring Level 3 fair value measurements and the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. Under current GAAP, entities are required to disclose a roll forward for Level 3 fair value measurements. The amendments in this ASU related to changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative


description of measurement uncertainty should be applied prospectively for only the most recent interim or annual period presented in the initial fiscal year of adoption. All other amendments should be applied retrospectively to all periods presented upon their effective date. Early adoption is permitted upon issuance of this ASU. The Company does not anticipate that this guidance will have a material impact on its consolidated financial statements.impact. The Company will adopt this standard on July 1, 2019.be required to update certain disclosures around financing receivables and net investment in leases.
2. ACQUISITIONS
On August 2, 2021, the Company’s subsidiary, Axos Clearing, LLC, acquired certain assets and liabilities of E*TRADE Advisor Services (“EAS”), the registered investment advisor custody business of Morgan Stanley. This business was rebranded as Axos Advisor Services (“AAS”). AAS adds incremental fee income, a turnkey technology platform used by independent registered investment advisors for trading and custody services, and low cost deposits that can be used to generate fee income from other bank partners or to fund loan growth at Axos Bank. The Company completed two business acquisitionspurchase price of $54.8 million consisted entirely of cash consideration paid upon acquisition and two asset acquisitions duringworking capital adjustments. Non-interest income of $30.2 million was recognized in the fiscal year ended June 30, 2019 and one business acquisition during2022 in the fiscalConsolidated Statements of Income for operating results from the date of acquisition.
The Company incurred acquisition-related costs totaling $0.04 million for the year ended June 30, 2018. 2022. These costs are recognized in general and administrative expenses in the Consolidated Statements of Income.
The pro forma results of operations and the results of operations for the acquisitions since the acquisition date have not been separately disclosed because the effects were not material to the consolidated financial statements. The Company has included the financial results of the acquired businesses in its consolidated financial statements subsequent to the acquisition dates. The business acquisitions have beenis accounted for as a business combination under the acquisition method of accounting. The assets, bothAccordingly, tangible and intangible wereassets acquired (and liabilities assumed) are recorded at their estimated fair values as of the transaction date. The Company made significant estimates and exercised judgment in estimating fair values and accounting for such acquired assets and liabilities. The purchase transactions are detailed below.
MWABank deposit acquisition. On March 15, 2019, the Bank closed the deposit assumption agreement with MWA Bank and acquired approximately $173 milliondate of deposits, including approximately $151 million of checking, savings and money market accounts and $22 million of time deposits, from MWABank. Axos did not acquire any assets, employees or branches in this transaction. The Bank received cash equal to the book value of the deposit liabilities.
WiseBanyan. On February 26, 2019 the Company’s subsidiary, Axos Securities, LLC, had completed the acquisition of WiseBanyan Holding, Inc. and its subsidiaries (collectively “WiseBanyan”). Headquartered in Las Vegas, Nevada, WiseBanyan is a provider of personal financial and investment management services through a proprietary technology platform. WiseBanyan currently serves approximately 24,000 clients with approximately $150 million of assets under management. The Company paid $3.2 million in cash to acquire the assets of WiseBanyan and recorded $2.7 million in intangible assets.The Company purchased the whole WiseBanyan business and has the entire voting interest. Goodwill is not expected to be deducted for tax purposes.
COR Securities Holdings. On January 28, 2019 (“Acquisition Date”), Axos Clearing, LLC and Axos Clarity MergeCo., Inc. completed the acquisition of COR Securities Holdings Inc.(“COR Securities”), the parent company of COR Clearing LLC (“COR Clearing”), pursuant to the terms of the Agreement and Plan of Merger, dated as of September 28, 2018 (the “Merger Agreement”).
Headquartered in Omaha, Nebraska, COR Clearing is a full-service correspondent clearing firm for independent broker-dealers. Established as a part of Mutual of Omaha Insurance Company and spun off as Legent Clearing in 2002, COR Clearing provides clearing, settlement, custody, and securities and margin lending to more than sixty introducing broker-dealers and 90,000 customers. The total cash consideration of approximately $80.9 million was funded with existing capital. The Company issued subordinated notes totaling $7.5 million to the principal stockholders of COR Securities in an equal principal amount, with a maturity of 15 months, to serve as the sole source of payment of indemnification obligations of the principal stakeholders of COR Securities under the Merger Agreement.

The acquisition of COR Securities is being accounted for as a business combination using the acquisition method of accounting and, accordingly, assets acquired, liabilities assumed, and consideration paid are recorded at estimated fair values on the Acquisition Date. The Company recorded goodwill for a provisional amount of $34.9 million and an additional $20.1 million in intangible assets as of the Acquisition Date.acquisition. The estimated fair values of the acquired assets and assumed liabilities are subject to refinement as additional information relative to closing date fair values becomes available. Any subsequent measurement period adjustments to the fair
F-18


values of acquired assets and liabilities assumed, identifiable intangible assets, or other purchase accounting adjustments will result in adjustments to goodwill no later than within the first 12 months following the closing date of acquisition. Included in the professional services line
The preliminary allocation of the statement of income the Company recognized $0.4$54.6 million in transaction costs.
The acquisition will enable the Company to expand its banking business to a new customer base through independent broker-dealers and consumer account relationships, scale entry into wealth management through technology-driven platforms, and increase and diversify fee revenue, all of which will improve key operating metrics. The goodwill recognized results from the expected synergies and potential earnings from this combination.



The consideration paid for COR Securities common equity was $88.4 and the provisional fair values of acquired identifiable assets and liabilities assumed as of the Acquisition Date were as follows:
(Dollars in thousands)January 28, 2019
ASSETS 
Cash and due from banks$16,604
Cash segregated for regulatory purposes142,016
Securities, available for sale9,585
Stock of the regulatory agencies, at cost2,431
Securities borrowed157,898
Customer, broker-dealer and clearing receivables234,352
Other assets5,487
Total identifiable assets$568,373
 
LIABILITIES 
Borrowings, subordinated notes and debentures$85,100
Securities loaned203,041
Customer, broker-dealer and clearing payables240,110
Accounts payable and accrued liabilities7,383
Total identifiable liabilities$535,634
 
Provisional resulting goodwill$35,501
Intangible assets20,120
Total cash paid$80,860
Borrowings, subordinated notes and debentures issued$7,500
Total fair value of consideration paid$88,360

Nationwide Bank deposit acquisition. On November 16, 2018, the Bank completed the acquisition of substantially all of Nationwide Bank’s (“Nationwide”) deposits at the time of closing, adding $2.4 billion in deposits, including $661.4 million in checking, savings and money market accounts and $1.7 billion in time deposit accounts. The Bank received cash for the deposit balances transferred less a premium of $13.5 million, recorded in intangibles, commensurate with the fair market value of the deposits purchased.
Bankruptcy trustee and fiduciary services business of Epiq Systems, Inc. On April 4, 2018, the Company completed the acquisition of the bankruptcy trustee and fiduciary services business of Epiq Systems, Inc. (“Epiq”). The assets acquired by the Company include comprehensive software solutions, trustee customer relationships, trade name, accounts receivable and fixed assets. The business provides specialized software and consulting services to Chapter 7 bankruptcy and non-Chapter 7 trustees and fiduciaries in all fifty states. This business is expected to generate fee income from bank partners and bankruptcy cases, as well as opportunities to source low cost deposits. No deposits were acquired as part of the transaction.
Under the terms of the purchase agreement, the aggregate purchase price included the paymentconsisted of $70.0$14.4 million in cash. The Company acquired assets with approximate fair values of $32.7 million of intangible assets, including customer relationships, developed technologies, a covenant not to compete and the trade name, and $1.6 million of accounts receivable and fixed assets, resulting in $35.7 million of goodwill. Transaction-related expenses were de minimis.




The following table sets forth the approximate fair value of tangible assets acquired, from Epiq on the consolidated balance sheets aswhich included $7.8 million of April 4, 2018:
(Dollars in thousands)April 4, 2018
Fair value of consideration paid 
Cash$70,002
Total consideration paid$70,002
  
Fair value of assets acquired 
Intangible assets$32,720
Other assets1,563
Total assets$34,283
Fair value of net assets acquired$34,283
Goodwill incident to acquisition$35,719

The Company recognized goodwilla right-of-use lease asset, $11.3 million of $35.7liabilities assumed, which included $7.8 million as of April 4, 2018, which is calculated as the excess of the consideration exchanged as compared to the fair valuea lease liabilty, $27.1 million of identifiable intangible assets acquired. Goodwill resulted from expanded product lines and low-cost funding opportunities and$24.4 million of goodwill, all of which is expected to be deductible for tax purposes. DuringIn December 2021, the fiscal yearCompany made a $0.2 million true-up payment based on working capital adjustments, which was recorded as an increase in the purchase price up to $54.8 million with no impact on goodwill or identifiable intangible assets. After the working capital true-up, the fair value of tangible assets acquired is $14.2 million and the fair value of liabilities acquired is $10.9 million. Identifiable intangible assets with a finite useful are amortized on a straight-line basis. Goodwill was calculated as the excess of consideration exchanged over the fair value of identifiable net assets acquired. The goodwill includes synergies expected to result from combining the acquired assets and liabilities with existing operations, coupling its custody platform with the Company existing product offerings and leveraging customer relationships through RIAs. The following table summarizes the fair value and useful life of each intangible asset acquired as of the acquisition date:
(Dollars in thousands)Fair ValueUseful Lives (Years)
Trade Name$290 0.16
Proprietary Technology10,990 7
Customer Relationships15,650 14
Non-Compete Agreements130 1
Total$27,060 
The following table presents the results of operations of AAS for the years ended June 30, 2019,2022 and 2021 on an unaudited pro forma basis, as if the Company settledacquisition of the working capital with Epiq. See Note 9entity that was rebranded to AAS had been consummated on July 1, 2020 through the consolidatedperiods shown below. The unaudited pro forma financial statementsinformation is provided for furtherinformational purposes only and is not necessarily indicative of what the Company’s results of operations would have been if the acquisition of EAS had occurred as of July 1, 2020, or the results of operations for any future periods. Additionally, the information presented as follows does not reflect any synergies or other strategic benefits as a result of acquisition.
Pro Forma
 Year Ended June 30,
(Dollars in thousands)20222021
Non-interest income$32,949 $30,395 
It is not practical to disclose net income on goodwilla pro forma basis as the assets and other intangible assets.liabilities acquired are a component of a business.
F-19


3. FAIR VALUE
Fair value is defined as the price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC Topic 820 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value:
Level 1:Quoted prices in active markets for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date.
Level 2:
Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 2 assets include securities with quoted prices that are traded less frequently than exchange-traded instruments and whose value is determined using a pricing model with inputs that are observable in the market or can be derived principally from or corroborated by observable market data.
Level 3:Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models such as discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation.
When available, the Company generally uses quoted market prices to determine fair value. In some cases where a market price is available, the Company will make use of acceptable practical expedients (such as matrix pricing) to calculate fair value, in which case the items are classified in Level 2.
The Company considers relevant and observable market prices in its valuations where possible. The frequency of transactions, the size of the bid-ask spread and the nature of the participants are some of the factors the Company uses to help determine whether a market is active and orderly or inactive and not orderly. Price quotes based upon transactions that are not orderly are not considered to be determinative of fair value and are given little, if any, weight in measuring fair value.


If quoted market prices are not available, fair value is based upon internally developed valuation techniques that use, where possible, current market-based or independently sourced market parameters, such as interest rates, credit spreads, housing value forecasts, etc. Items valued using such internally generated valuation techniques are classified according to the lowest level input or value driver that is significant to the valuation. Thus, an item may be classified in Level 3 even though there may be some significant inputs that are readily observable.
The following section describes the valuation methodologies used by the Company to measure various financial instruments at fair value, including an indication of the level in the fair-value hierarchy in which each instrument is generally classified:
Securities—trading and available-for-sale. Trading securities are recorded at fair value. Available-for-sale securities are recorded at fair value and consist of residential mortgage-backed securities (“RMBS”MBS”) issued by U.S. agencies, RMBSgovernment-backed, including Ginne Mae, or government-sponsored enterprises including Fannie Mae and Freddie Mac (“agency”), MBS issued by non-agencies, municipal securities as well as other Non-RMBSNon-MBS securities. Fair value for U.S. agency securities and municipal securities are generally based on quoted market prices of similar securities used to form a dealer quote or a pricing matrix. These securities are classified in Level 2. There continues to be significant illiquidity in the market for RMBSMBS issued by non-agencies, impacting the availability and reliability of transparent pricing. As orderly quoted market prices are not available, the Level 3 fair values for these securities are determined by the Company utilizing industry-standard tools to calculate the net present value of the expected cash flows available to the securities from the underlying mortgage assets. The Company computes Level 3 fair values for each non-agency RMBSMBS in the same manner (as described below) whether available-for-sale or held-to-maturity.
To determine the performance of the underlying mortgage loan pools, the Company estimates prepayments, defaults, and loss severities based on a number of macroeconomic factors, including housing price changes, unemployment rates, interest rates and borrower attributes such as credit score and loan documentation at the time of origination. The Company inputs for each security a projection of monthly default rates, loss severity rates and voluntary prepayment rates for the underlying mortgages for the remaining life of the security to determine the expected cash flows. The projections of default rates are derived by the Company from the historic default rate observed in the pool of loans collateralizing the security, increased by and decreased by the forecasted increase or decrease in the national unemployment rate. The projections of loss severity rates are derived by the Company from the historic loss severity rate observed in the pool of loans, increased by or decreased by the forecasted increase or decrease in the national home price appreciation (“HPA”) index. The largest factors influencing the
F-20


Company’s modeling of the monthly default rate are unemployment and HPA, as a strong correlation exists. The most updated unemployment rate reported in May 2019June 2022 was 3.6%. Consensus estimates for unemployment are that the rate will begincontinue to increase. Going forward, thedecrease. The Company agrees with consensus estimates and thus is projecting lower monthly default rates. The Company projects that severities will continue to improve.improve as HPA improves.
To determine the discount rates used to compute the present value of the expected cash flows for these non-agency RMBSMBS securities, the Company separates the securities by the borrower characteristics in the underlying pool. Specifically, “prime” securities generally have borrowers with higher FICO scores and better documentation of income. “Alt-A” securities generally have borrowers with a lower FICO and less documentation of income. “Pay-option ARMs” are Alt-A securities with borrowers that tend to pay the least amount of principal (or increase their loan balance through negative amortization). The Company calculates separate discount rates for prime, Alt-A and Pay-option ARM non-agency RMBSMBS securities using market-participant assumptions for risk, capital and return on equity. The range of annual default rates used in the Company’s projections at June 30, 2019 are from 1.5% up to 10.2%. The range of loss severity rates applied to each default used in the Company’s projections at June 30, 2019 are from 40.0% up to 68.3% based upon individual bond historical performance. The default rates and the severities are projected for every non-agency RMBSMBS security held by the Company and will vary monthly based upon the actual performance of the security and the macroeconomic factors discussed above. Based upon the actual performance of the underlying collateral, the securities’ credit enhancement will be impacted. The range of existing credit enhancement is from 0.0% to 96.5%, with a weighted average credit enhancement 19.7%. The Company applies its discount rates to the projected monthly cash flows, which already reflect the full impact of all forecasted losses using the assumptions described above. When calculating present value of the expected cash flows at June 30, 2019,2022, the Company computed its discount rates as a spread between 272273 and 686928 basis points over the LIBOR Index using the LIBOR forward curve.
The Bank’s estimate of fair value for non-agency securities using Level 3 pricing is highly subjective and is based on the Bank’s estimate of voluntary prepayments, default rates, severities and discount margins, which are forecasted monthly over the remaining life of each security.  Changes in one or more of these assumptions can cause a significant change in the estimated fair value.  For further details see the table later in this note that summarizes quantitative information about level 3 fair value measurements.
Loans Held for Sale. Loans held for sale at fair value are primarily single-family residential loans. The fair value of residential loans held for sale is determined by pricing for comparable assets or by existing forward sales commitment prices with investors.


Impaired Loans and Leases. Impaired These loans and leasesheld for sale are loans and leases which are inadequately protected by the current net worth and paying capacity of the borrowers or the collateral pledged. The accrual of interest income has been discontinued for impaired loans and leases. The impaired loans and leases are characterized by the distinct possibility that the Bank will sustain some loss if the deficiencies are not corrected. The Company assesses loans and leases individually and identifies impairment when the loan or lease is classified as impaired or has been restructured or management has serious doubts about the future collectibility of principal and interest, even though the loans and leases may currently be performing. The fair value of an impaired loan or lease is determined based on an observable market price or current appraised value of the underlying collateral. The fair value of impaired loans and leases with specific write-offs or allocations of the allowance for loan and lease losses are generally based on recent real estate appraisals or internal valuation analyses consistent with the methodology used in real estate appraisals and include other third-party valuations and analysis of cash flows. These appraisals and analyses are updated at least on an annual basis. The Company primarily obtains real estate appraisals and in the rare cases where an appraisal cannot be obtained, the Company performs an internal valuation analysis. These appraisals and analyses may utilize a single valuation approach or a combination of approaches including comparable sales and income approaches. The sales comparison approach uses at least three recent similar property sales to help determine the fair value of the property being appraised. The income approach is calculated by taking the net operating income generated by the collateral property of the rent collected and dividing it by an assumed capitalization rate. Adjustments are routinely made in the process by the appraisers to account for differences between the comparable sales and income data available. When measuring the fair value of the impaired loan or lease based upon the projected sale of the underlying collateral, the Company subtracts the costs expected to be incurred for the transfer of the underlying collateral, which includes items such as sales commissions, delinquent taxes and insurance premiums. These adjustments to the estimated fair value of nonaccrual loans and leases may result in increases or decreases to the provision for loan and lease losses recorded in current earnings. Such adjustments are typically significant and result in aunder Level 3 classification for the inputs for determining fair value.2.
Other Real Estate Owned and Repossessed Vehicles. Non-recurring adjustments to certain commercial and residential real estate properties classified as other real estate owned (“OREO”) are measured at the lower of carrying amount or fair value, less costs to sell. Fair values are generally based on third party appraisals of the property, resulting in a Level 3 classification. In cases where the carrying amount exceeds the fair value, less costs to sell, an impairment loss is recognized.
Mortgage Servicing Rights. The Company initially records all mortgage servicing rights (“MSRs”) at fair value and accounts for MSRs at fair value during the life of the MSR, with changes in fair value recorded through mortgage banking income in the income statement. Fair value adjustments encompassis derived from market-driven valuation changes as well as modeled amortization involving the run-off of value that occurs due to the passage of time as individual loans are paid by borrowers. Market expectations about loan duration, and correspondingly the expected term of future servicing cash flows, may vary from time to time due to changes in expected prepayment activity, especially when interest rates rise or fall. Market expectations of increased loan prepayment speeds may negatively impact the fair value of the single family MSRs. Fair value is also dependent on the discount rate used in calculating present value, which is imputedinput from observable market activity, and market participants, and results in Level 3 classification. Management reviews and adjusts the discount rate on an ongoing basis. An increase in the discount rate would reduce the estimated fair value of the MSRs asset.
Mortgage Banking Derivatives. In connection with mortgage banking activities, the Company enters into commitments to fund mortgage loans (interest rate locks) and forward sale commitments for the future delivery of these mortgage loans. If interest rates increase, the value of the Company’s interest rate locks are adversely impacted. The Company attempts to economically hedge the risk of the overall change in the fair value of interest rate locks with forward sales commitments.
The fair value of interest rate locks is estimated based on changes in to be announced (“TBA”) values which are based upon mortgage interest rates from the date the interest on the loan is locked, adjusted for items such as estimated fallout and costs to originate the loan. These are classified under level 3.
The fair value of forward sale commitments is based upon prices in active secondary markets for identical securities or based on quoted market prices of similar assets used to form a dealer quote or a pricing matrix. If no such quoted price exists, the fair value of a commitment is determined by quoted prices for a similar commitment or commitments, adjusted for the specific attributes of each commitment. These are classified under level 3.
F-21




FAIR VALUE - RECURRING BASIS
The following table sets forth the Company’s financial assets and liabilities measured at fair value on a recurring basis. Assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement:
 June 30, 2022
(Dollars in thousands)Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
Significant Other
Observable Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
Total
ASSETS:
Securities—Trading: Municipal$— $1,758 $— $1,758 
Securities—Available-for-Sale:
Agency MBS1
— 25,325 — 25,325 
Non-Agency MBS2
— — 186,814 186,814 
Municipal— 3,248 — 3,248 
Asset-backed securities and structured notes— 47,131 — 47,131 
Total—Securities—Available-for-Sale$— $75,704 $186,814 $262,518 
Loans Held for Sale$— $4,973 $— $4,973 
Mortgage servicing rights$— $— $25,213 $25,213 
Other assets—Derivative instruments$— $— $464 $464 
LIABILITIES:
Other liabilities—Derivative instruments$— $— $— $— 
  June 30, 2021
(Dollars in thousands)Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
Significant Other
Observable Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
Total
ASSETS:
Securities—Trading: Municipal$— $1,983 $— $1,983 
Securities—Available-for-Sale:
Agency MBS1
$— $23,913 $— $23,913 
Non-Agency MBS2
— — 67,615 67,615 
Municipal— 3,565 — 3,565 
Asset-backed securities and structured notes— 92,242 — 92,242 
Total—Securities—Available-for-Sale$— $119,720 $67,615 $187,335 
Loans Held for Sale$— $29,768 $— $29,768 
Mortgage servicing rights$— $— $17,911 $17,911 
Other assets—Derivative Instruments$— $— $2,280 $2,280 
LIABILITIES:
Other liabilities—Derivative instruments$— $— $75 $75 
 June 30, 2019
(Dollars in thousands)
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
 
Significant Other
Observable Inputs
(Level 2)
 
Significant
Unobservable
Inputs
(Level 3)
 Total
ASSETS:       
Securities—Available-for-Sale:       
Agency Debt$
 $1,685
 $
 $1,685
Agency RMBS
 9,586
 
 9,586
Non-Agency RMBS
 
 13,025
 13,025
Municipal
 21,162
 
 21,162
Asset-backed securities and structured notes
 182,055
 
 182,055
Total—Securities—Available-for-Sale$
 $214,488
 $13,025
 $227,513
Loans Held for Sale$
 $33,260
 $
 $33,260
Mortgage servicing rights$
 $
 $9,784
 $9,784
Other assets—Derivative instruments$
 $
 $1,978
 $1,978
LIABILITIES:       
Other liabilities—Derivative instruments$
 $
 $732
 $732
        
        
  June 30, 2018
(Dollars in thousands)
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
 
Significant Other
Observable Inputs
(Level 2)
 
Significant
Unobservable
Inputs
(Level 3)
 Total
ASSETS:       
Securities—Available-for-Sale:       
Agency RMBS$
 $12,926
 $
 $12,926
Non-Agency RMBS
 
 17,443
 17,443
Municipal
 20,212
 
 20,212
Asset-backed securities and structured notes
 129,724
 
 129,724
Total—Securities—Available-for-Sale$
 $162,862
 $17,443
 $180,305
Loans Held for Sale$
 $35,077
 $
 $35,077
Mortgage servicing rights$
 $
 $10,752
 $10,752
Other assets—Derivative Instruments$
 $
 $1,321
 $1,321
LIABILITIES:       
Other liabilities—Derivative instruments$
 $
 $368
 $368
1Includes securities guaranteed by Ginnie Mae, a U.S. government agency, and the government sponsored enterprises Fannie Mae and Freddie Mac.
2Private sponsors of securities collateralized primarily by first - lien mortgage loans on commercial properties or by pools of 1-4 family residential first mortgages. Primarily super senior securities secured by Alt-A or pay-option ARM mortgages.


F-22


The following table presentstables present additional information about assets measured at fair value on a recurring basis and for which the Company has utilized Level 3 inputs to determine fair value:
 Year Ended June 30, 2022
(Dollars in thousands)Securities-
Available-for-
Sale: Non-
Agency MBS
Mortgage Servicing Rights1
Derivative Instruments, netTotal
Assets:
Opening Balance$67,615 $17,911 $2,205 $87,731 
Transfers into Level 3— — — — 
Transfers out of Level 3— — — — 
Total gains or losses for the period:
Included in earnings—Mortgage banking income— 2,278 (1,741)537 
Included in other comprehensive income(3,244)— — (3,244)
Purchases, retentions, issues, sales and settlements:
Purchases/Retentions131,446 5,024 — 136,470 
Settlements(9,003)— — (9,003)
Closing balance$186,814 $25,213 $464 $212,491 
Change in unrealized gains or losses for the period included in earnings for assets held at the end of the reporting period$— $2,278 $(1,741)$537 
 Year Ended June 30, 2019
(Dollars in thousands)Securities-
Trading:
Collateralized
Debt 
Obligations
 Securities-
Available-for-
Sale: Non-
Agency RMBS
 Mortgage Servicing Rights Derivative Instruments, net Total
Assets:         
Opening Balance$
 $17,443
 $10,752
 $953
 $29,148
Transfers into Level 3
 
 
 
 
Transfers out of Level 3
 
 
 
 
Total gains or losses for the period:         
Included in earnings—Sale of securities
 (133) 
 
 (133)
Included in earnings—Fair value gain(loss) on trading securities
 
 
 
 
Included in earnings—Mortgage banking income
 
 (3,362) 293
 (3,069)
Included in other comprehensive income
 766
 
 
 766
Purchases, issues, sales and settlements:         
Purchases
 
 2,394
 
 2,394
Issues
 
 
 
 
Sales
 (2,058) 
 
 (2,058)
Settlements
 (2,172) 
 
 (2,172)
Other-than-temporary impairment
 (821) 
 
 (821)
Closing balance$
 $13,025
 $9,784
 $1,246
 $24,055
Change in unrealized gains or losses for the period included in earnings for assets held at the end of the reporting period$
 $(133) $(3,362) $293
 $(3,202)
1 Earnings from mortgage servicing rights were attributable to: Time and payoffs, representing a decrease in MSR value due to passage of time, including the impact from both regularly scheduled loan principal payments and loans that were paid down or paid off during the period of $4.1 million, and an increase in MSR value resulting from market-driven changes in interest rates of $6.4 million. Additions to mortgage servicing rights were retained upon sale of loans held for sale.
 Year Ended June 30, 2021
(Dollars in thousands)Securities-
Available-for-
Sale: Non-
Agency MBS
Mortgage Servicing Rights1
Derivative Instruments, netTotal
Assets:
Opening Balance$18,332 $10,675 $7,416 $36,423 
Transfers into Level 3— — — — 
Transfers out of Level 3— — — — 
Total gains or losses for the period:
Included in earnings—Mortgage banking income— (6,319)(5,211)(11,530)
Included in other comprehensive income2,289 — — 2,289 
Purchases, retentions, issues, sales and settlements:
Purchases/Retentions49,245 13,555 — 62,800 
Settlements(2,251)— — (2,251)
Closing balance$67,615 $17,911 $2,205 $87,731 
Change in unrealized gains or losses for the period included in earnings for assets held at the end of the reporting period$— $(6,319)$(5,211)$(11,530)
1 Earnings from mortgage servicing rights were attributable to: Time and payoffs, representing a decrease in MSR value due to passage of time, including the impact from both regularly scheduled loan principal payments and loans that were paid down or paid off during the period of $7.2 million, and an increase in MSR value resulting from market-driven changes in interest rates of $0.9 million. Additions to mortgage servicing rights were retained upon sale of loans held for sale.
F-23



 Year Ended June 30, 2018
(Dollars in thousands)Securities-
Trading:
Collateralized
Debt 
Obligations
 Securities-
Available-for-
Sale: Non-
Agency RMBS
 Mortgage Servicing Rights Derivative Instruments, net Total
Assets:         
Opening Balance$8,327
 $71,503
 $7,200
 $1,026
 $88,056
Transfers into Level 3
 
 
 
 
Transfers out of Level 3
 
 
 
 
Total gains or losses for the period:         
Included in earnings—Sale of securities282
 (300) 
 
 (18)
Included in earnings—Fair value gain(loss) on trading securities
 
 
 
 
Included in earnings—Mortgage banking income
 
 (83) (73) (156)
Included in other comprehensive income
 (1,629) 
 
 (1,629)
Purchases, issues, sales and settlements:         
Purchases
 
 3,635
 
 3,635
Issues
 
 
 
 
Sales(8,609) (44,270) 
 
 (52,879)
Settlements
 (7,705) 
 
 (7,705)
Other-than-temporary impairment
 (156) 
 
 (156)
Closing balance$
 $17,443
 $10,752
 $953
 $29,148
Change in unrealized gains or losses for the period included in earnings for assets held at the end of the reporting period$
 $(300) $(83) $(73) $(456)




The table below summarizes the quantitative information about Level 3 fair value measurements as of the dates indicated:
June 30, 2022
(Dollars in thousands)Fair ValueValuation TechniqueUnobservable InputsRange and Weighted Average
Securities – Non-agency MBS$186,814 Discounted Cash FlowProjected Constant Prepayment Rate,
Projected Constant Default Rate,
Projected Loss Severity,
Discount Rate over LIBOR
0.0 to 30.0% (21.4%)
0.0 to 7.9% (2.2%)
0.0 to 68.4% (26.7%)
2.7 to 9.3% (2.8%)
Mortgage Servicing Rights$25,213 Discounted Cash FlowProjected Constant Prepayment Rate,
Life (in years),
Discount Rate
7.9 to 56.3% (11.0%)
1.2 to 9.9 (8.4)
9.5 to 11.5% (9.5%)
Derivative Instruments$464 Sales Comparison ApproachProjected Sales Profit of Underlying Loans
-3.1 to 0.8% (-1.2%)
 June 30, 2019
(Dollars in thousands)Fair ValueValuation TechniqueUnobservable InputsRange (Weighted Average)
Securities – Non-agency RMBS$13,025
Discounted Cash Flow
Projected Constant Prepayment Rate,
Projected Constant Default Rate,
Projected Loss Severity,
Discount Rate over LIBOR
2.9 to 32.5% (10.0%)
1.5 to 10.2% (4.4%)
40.0 to 68.3% (59.4%)
2.7 to 6.9% (4.1%)
Mortgage Servicing Rights$9,784
Discounted Cash Flow
Projected Constant Prepayment Rate,
Life (in years),
Discount Rate
4.7 to 33.7% (10.1%)
1.9 to 8.8 (6.4)
9.5 to 13.0% (9.8%)
Derivative Instruments$1,246
Sales Comparison ApproachProjected Sales Profit of Underlying Loans0.4 to 0.8% (0.6%)

 June 30, 2018
(Dollars in thousands)Fair ValueValuation TechniqueUnobservable InputsRange (Weighted Average)
Securities – Non-agency RMBS$17,443
Discounted Cash FlowProjected Constant Prepayment Rate,
Projected Constant Default Rate,
Projected Loss Severity,
Discount Rate over LIBOR
2.5 to 25.8% (14.1%)
1.5 to 10.6% (5.1%)
40.0 to 68.0% (58.9%)
2.7 to 7.1% (4.2%)
Mortgage Servicing Rights$10,752
Discounted Cash FlowProjected Constant Prepayment Rate,
Life (in years),
Discount Rate
6.0 to 26.6% (9.1%)
2.4 to 9.5 (6.9)
9.5 to 13.0% (9.9%)
Derivative Instruments$953
Sales Comparison ApproachProjected Sales Profit of Underlying Loans0.1 to 0.4% (0.3%)



June 30, 2021
(Dollars in thousands)Fair ValueValuation TechniqueUnobservable InputsRange and Weighted Average
Securities – Non-agency MBS$67,615 Discounted Cash FlowProjected Constant Prepayment Rate,
Projected Constant Default Rate,
Projected Loss Severity,
Discount Rate over LIBOR
0.0 to 25.0% (2.7%)
0.0 to 5.6% (0.6%)
0.0 to 100.0% (19.4%)
2.7 to 7.2% (3.1%)
Mortgage Servicing Rights$17,911 Discounted Cash FlowProjected Constant Prepayment Rate,
Life (in years),
Discount Rate
7.5 to 37.4% (11.5%)
1.7 to 7.5 (6.4)
9.5 to 13.0% (9.6%)
Derivative Instruments$2,205 Sales Comparison ApproachProjected Sales Profit of Underlying Loans0.2 to 0.5% (0.3%)
The significant unobservable inputs used in the fair value measurement of the Company’s residential mortgage-backed securities are projected prepayment rates, probability of default, and projected loss severity in the event of default. Significant increases (decreases) in any of those inputs in isolation would result in a significantly lower (higher) fair value measurement. Generally, a change in the assumption used for the probability of default is accompanied by a directionally similar change in the assumption used for the projected loss severity and a directionally opposite change in the assumption used for projected prepayment rates.
The table below summarizes changes in unrealized gains and losses and interest income recorded in earnings for Level 3 trading assets and liabilities that are still held at the periods indicated:
 Year Ended June 30,
(Dollars in thousands)2019 2018 2017
Interest income on investments$
 $
 $311
Fair value adjustment
 
 743
Total$
 $
 $1,054




The table below summarizes the fair value of assets measured for impairment on a non-recurring basis:
 June 30, 2019
(Dollars in thousands)
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
 
Significant Other
Observable Inputs
(Level 2)
 
Significant
Unobservable Inputs
(Level 3)
 Balance
Impaired loans and leases:       
Single family real estate secured:       
Mortgage$
 $
 $46,005
 $46,005
Multifamily real estate secured
 
 2,108
 2,108
Auto and RV secured
 
 115
 115
Other
 
 216
 216
Total$
 $
 $48,444
 $48,444
Other real estate owned and foreclosed assets:       
Single family real estate$
 $
 $7,449
 $7,449
Autos and RVs
 
 36
 36
Total$
 $
 $7,485
 $7,485
        
        
 June 30, 2018
(Dollars in thousands)Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
 Significant Other
Observable Inputs
(Level 2)
 Significant
Unobservable Inputs
(Level 3)
 Balance
Impaired loans and leases: 
Single family real estate secured:       
Mortgage$
 $
 $28,446
 $28,446
Home equity
 
 16
 16
Multifamily real estate secured
 
 232
 232
Auto and RV secured
 
 60
 60
Commercial & Industrial
 
 2,361
 2,361
Other
 
 111
 111
Total$
 $
 $31,226
 $31,226
Other real estate owned and foreclosed assets:       
Single family real estate$
 $
 $9,385
 $9,385
Autos and RVs
 
 206
 206
Total$
 $
 $9,591
 $9,591

 June 30, 2022
(Dollars in thousands)Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
Significant Other
Observable Inputs
(Level 2)
Significant
Unobservable Inputs
(Level 3)
Balance
Other real estate owned and foreclosed assets:
Autos & RVs$— $— $798 $798 
Total$— $— $798 $798 
 June 30, 2021
(Dollars in thousands)Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
Significant Other
Observable Inputs
(Level 2)
Significant
Unobservable Inputs
(Level 3)
Balance
Other real estate owned and foreclosed assets:
Single family real estate$— $— $6,547 $6,547 
Autos & RVs— — 235 235 
Total$— $— $6,782 $6,782 
Impaired loans and leases measured for impairment on a non-recurring basis using the fair value of the collateral for collateral-dependent loans have a carrying amount of $48,444 at June 30, 2019 and life to date charge-offs of $3,503. Impaired loans had a related allowance of $422 at June 30, 2019. At June 30, 2018, such impaired loans had a carrying amount of $31,226 and life to date charge-offs of $3,294, and a related allowance of $278.
Other real estate owned and foreclosed assets, which are measured at the lower of carrying value or fair value less costs to sell, had a net carrying amount of $7,485$0.8 million after charge-offs of $1,008$0.1 million at June 30, 2019.2022. Our other real estate owned and foreclosed assets had a net carrying amount was $9,591$6.8 million after charge-offs of $301$0.1 million during the year ended June 30, 20182021.
.
The Company has elected the fair value option for Agency loans held for sale. These loans are intended for sale and the Company believes that the fair value is the best indicator of the resolution of these loans. Interest income is recorded based on the contractual terms of the loan and in accordance with the Company’s policy on loans held for investment. None of these loans are 90 days or more past due nor on non-accrual as of June 30, 2019 and June 30, 2018.
F-24




The aggregate fair value, contractual balance (including accrued interest), and unrealized gain for loans held for sale was as follows:
At June 30,At June 30,
(Dollars in thousands)2019 2018 2017(Dollars in thousands)202220212020
Aggregate fair value$33,260
 $35,077
 $18,738
Aggregate fair value$4,973 $29,768 $51,995 
Contractual balance32,342
 34,415
 18,311
Contractual balance4,881 28,940 49,700 
Gain$918
 $662
 $427
Unrealized gainUnrealized gain$92 $828 $2,295 
The total amount of gains and losses from changes in fair value included in earnings for the period indicated below for loans held for sale were:
 At June 30,
(Dollars in thousands)2019 2018 2017
Interest income$1,006
 $903
 $602
Change in fair value544
 181
 (514)
Total$1,550
 $1,084
 $88


At June 30,
(Dollars in thousands)202220212020
Interest income$739 $1,411 $1,113 
Change in fair value(2,474)(6,680)7,531 
Total$(1,735)$(5,269)$8,644 
The following table presents quantitative information about Level 3 fair value measurements for financial instruments measured at fair value on a non-recurring basis at the periods indicated:
 June 30, 2019
(Dollars in thousands)Fair ValueValuation TechniqueUnobservable Input
Range (Weighted Average)1
Impaired loans and leases:    
Single family real estate secured: Mortgage$46,005
Sales comparison approachAdjustment for differences between the comparable sales-83.2 to 80.0% (-2.0%)
Multifamily real estate secured$2,108
Sales comparison approach and income approachAdjustment for differences between the comparable sales and adjustments for differences in net operating income expectations, capitalization rate
-87.9 to 102.7% (-0.1%)

Auto and RV secured$115
Sales comparison approachAdjustment for differences between the comparable sales
-49.0 to 24.0% (2.6%)

Other$216
Discounted cash flow
Projected Constant Prepayment Rate,
Projected Constant Default Rate,
Projected Loss Severity,
Discount Rate
0.0 to 0.0% (0.0%)
0.0 to 10.0% (5.0%)
100.0 to 100.0% (100.0%)
-2.2 to 1.1% (-0.6%)

Other real estate owned and foreclosed assets:   
Single family real estate$7,449
Sales comparison approachAdjustment for differences between the comparable sales
-46.3 to 53.0% (5.3%)

Autos and RVs$36
Sales comparison approachAdjustment for differences between the comparable sales
-13.6 to 56.3% (8.0%)

June 30, 2022
(Dollars in thousands)Fair ValueValuation TechniqueUnobservable Input
Range (Weighted Average)1
Other real estate owned and foreclosed assets:
Autos and RVs$798 Sales comparison approachAdjustment for differences between the comparable sales-17.2 to 4.6% (-7.5%)
1 For impaired loans and other real estate owned and foreclosed assets, the ranges shown may vary positively or negatively based on the comparable sales reported in the current appraisal. In certain instances, the range can be significant due to small sample sizes and in some cases the property being valued having limited comparable sales with similar characteristics at the time the current appraisal is conducted.


 June 30, 2018
(Dollars in thousands)Fair ValueValuation TechniqueUnobservable Input
Range (Weighted Average)1
Impaired loans and leases:    
Single family real estate secured:    
Mortgage$28,446
Sales comparison approachAdjustment for differences between the comparable sales-48.8 to 66.7% (2.3%)
Home equity$16
Sales comparison approachAdjustment for differences between the comparable sales0.0 to 14.9% (7.4%)
Multifamily real estate secured$232
Sales comparison approach and income approachAdjustment for differences between the comparable sales and adjustments for differences in net operating income expectations, capitalization rate-15.5 to 46.4% (15.4%)
Auto and RV secured$60
Sales comparison approachAdjustment for differences between the comparable sales-2.0 to 71.5% (24.0%)
Commercial & Industrial$2,361
Discounted cash flowDiscount Rate-33.8 to 0.0% (-16.9%)
Other$111
Discounted cash flowProjected Constant Prepayment Rate,
Projected Constant Default Rate,
Projected Loss Severity,
Discount Rate
0.0 to 0.0% (0.0%)
0.0 to 10.0% (5.0%)
100.0 to 100.0% (100.0%)
-1.0 to 2.5% (0.8%)
Other real estate owned and foreclosed assets:   
Single family real estate$9,385
Sales comparison approachAdjustment for differences between the comparable sales-14.1 to 27.3% (0.5%)
Autos and RVs$206
Sales comparison approachAdjustment for differences between the comparable sales-33.9 to 60.5% (7.9%)

June 30, 2021
(Dollars in thousands)Fair ValueValuation TechniqueUnobservable Input
Range (Weighted Average)1
Other real estate owned and foreclosed assets:
Single family real estate$6,547 Sales comparison approachAdjustment for differences between the comparable sales-1.5 to 6.1% (2.0%)
Autos & RVs$235 Sales comparison approachAdjustment for differences between the comparable sales-2.1 to 14.7% (-2.1%)
1 For impaired loans and other real estate owned and foreclosed assets, the ranges shown may vary positively or negatively based on the comparable sales reported in the current appraisal. In certain instances, the range can be significant due to small sample sizes and in some cases the property being valued having limited comparable sales with similar characteristics at the time the current appraisal is conducted.



F-25


FAIR VALUE OF FINANCIAL INSTRUMENTS
The carrying amount and estimated fair values of financial instruments at year-end were as follows:
June 30, 2022
(Dollars in thousands)Carrying
Amount
Level 1Level 2Level 3Total Fair Value
Financial assets:
Cash, cash equivalents, cash segregated, and federal funds sold$1,574,699 $1,574,699 $— $— $1,574,699 
Securities trading1,758 — 1,758 — 1,758 
Securities available-for-sale262,518 — 75,704 186,814 262,518 
Loans held for sale, at fair value4,973 — 4,973 — 4,973 
Loans held for sale, at lower of cost or fair value10,938 — — 10,985 10,985 
Loans held for investment—net14,091,061 — — 14,015,157 14,015,157 
Securities borrowed338,980 — — 329,963 329,963 
Customer, broker-dealer and clearing receivables417,417 — — 414,383 414,383 
Mortgage servicing rights25,213 — — 25,213 25,213 
Financial liabilities:
Total deposits13,946,422 — 12,812,512 — 12,812,512 
Advances from the Federal Home Loan Bank117,500 — 117,500 — 117,500 
Borrowings, subordinated notes and debentures445,244 — 416,947 — 416,947 
Securities loaned474,400 — — 473,831 473,831 
Customer, broker-dealer and clearing payables511,654 — — 471,859 471,859 
 June 30, 2019
(Dollars in thousands)Carrying
Amount
 Level 1 Level 2 Level 3 Total Fair Value
Financial assets:         
Cash and cash equivalents$857,368
 $857,368
 $
 $
 $857,368
Securities available-for-sale227,513
 
 214,488
 13,025
 227,513
Loans held for sale, at fair value33,260
 
 33,260
 
 33,260
Loans held for sale, at lower of cost or fair value4,800
 
 
 4,990
 4,990
Loans and leases held for investment—net9,382,124
 
 
 9,630,061
 9,630,061
Securities borrowed144,706
 
 
 144,720
 144,720
Customer, broker-dealer and clearing receivables203,192
 
 
 203,355
 203,355
Accrued interest receivable38,988
 
 
 38,988
 38,988
Mortgage servicing rights9,784
 
 
 9,784
 9,784
Financial liabilities:         
Total deposits8,983,173
 
 8,758,861
 
 8,758,861
Advances from the Federal Home Loan Bank458,500
 
 461,156
 
 461,156
Borrowings, subordinated notes and debentures168,929
 
 169,212
 
 169,212
Securities loaned198,356
 
 
 198,197
 198,197
Customer, broker-dealer and clearing payables238,604
 
 
 229,987
 229,987
Accrued interest payable2,882
 
 2,882
 
 2,882
June 30, 2018June 30, 2021
(Dollars in thousands)Carrying
Amount
 Level 1 Level 2 Level 3 Total Fair Value(Dollars in thousands)Carrying
Amount
Level 1Level 2Level 3Total Fair Value
Financial assets:         Financial assets:
Cash and cash equivalents$622,850
 $622,850
 $
 $
 $622,850
Cash, cash equivalents, cash segregated, and federal funds soldCash, cash equivalents, cash segregated, and federal funds sold$1,037,777 $1,037,777 $— $— $1,037,777 
Securities trading180,305
 
 162,862
 17,443
 180,305
Securities trading1,983 — 1,983 — 1,983 
Securities available-for-saleSecurities available-for-sale187,335 — 119,720 67,615 187,335 
Loans held for sale, at fair value35,077
 
 35,077
 
 35,077
Loans held for sale, at fair value29,768 — 29,768 — 29,768 
Loans held for sale, at lower of cost or fair value2,686
 
 
 2,734
 2,734
Loans held for sale, at lower of cost or fair value12,294 — — 12,336 12,336 
Loans and leases held for investment—net8,432,289
 
 
 8,466,494
 8,466,494
Loans and leases held for investment—net
11,414,814 — — 11,833,102 11,833,102 
Accrued interest receivable26,729
 
 
 26,729
 26,729
Securities borrowedSecurities borrowed619,088 — — 619,274 619,274 
Customer, broker-dealer and clearing receivablesCustomer, broker-dealer and clearing receivables369,815 — — 369,815 369,815 
Mortgage servicing rights10,752
 
 
 10,752
 10,752
Mortgage servicing rights17,911 — — 17,911 17,911 
Financial liabilities:        

Financial liabilities:
Total deposits7,985,350
 
 7,584,928
 
 7,584,928
Total deposits10,815,797 — 10,297,450 — 10,297,450 
Advances from the Federal Home Loan Bank457,000
 
 453,326
 
 453,326
Advances from the Federal Home Loan Bank353,500 — 353,500 — 353,500 
Subordinated notes and debentures54,552
 
 51,693
 
 51,693
Accrued interest payable1,753
 
 1,753
 
 1,753
Borrowings, subordinated notes and debenturesBorrowings, subordinated notes and debentures221,358 — 210,196 — 210,196 
Securities loanedSecurities loaned728,988 — — 731,467 731,467 
Customer, broker-dealer and clearing payablesCustomer, broker-dealer and clearing payables535,425 — — 535,425 535,425 
The methods and assumptions, not previously presented, used to estimate fair value are described as follows: Carrying amount is the estimated fair value for cash and cash equivalents, interest bearing deposits, accrued interest receivable and payable, demand deposits, short-term debt, and variable rate loans and leases or deposits that reprice frequently and fully. For fixed rate loans, and leases, deposits, borrowings or subordinated debt and for variable rate loans, and leases, deposits, borrowings or subordinated debt with infrequent repricing or repricing limits, fair value is based on discounted cash flows using current market rates applied to the estimated life and credit risk. A discussion of the methods of valuing trading securities, available for sale securities and loans held for sale can be found earlier in this footnote. The carrying amount of stock of regulatory agencies approximates the estimated fair value of this investment. The fair value of off-balance sheet items is not considered material.


F-26


4. SECURITIES
The amortized cost, carrying amount and fair value for the securities available-for-sale for the following periods were:
June 30, 2022
 TradingAvailable-for-sale
(Dollars in thousands)Fair
Value
Amortized
Cost
Unrealized
Gains
Unrealized
Losses
Fair
Value
Mortgage-backed securities (MBS):
Agencies1
$— $27,722 $$(2,406)$25,325 
Non-agency2
— 187,616 1,832 (2,634)186,814 
Total mortgage-backed securities— 215,338 1,841 (5,040)212,139 
Non-MBS:
Municipal1,758 3,529 — (281)3,248 
Asset-backed securities and structured notes— 47,000 131 — 47,131 
Total Non-MBS1,758 50,529 131 (281)50,379 
Total debt securities$1,758 $265,867 $1,972 $(5,321)$262,518 
 June 30, 2019
 Available-for-sale
(Dollars in thousands)
Amortized
Cost
 
Unrealized
Gains
 
Unrealized
Losses
 
Fair
Value
Mortgage-backed securities (RMBS):       
U.S agencies1
$9,486
 $179
 $(79) $9,586
Non-agency2
13,489
 226
 (690) 13,025
Total mortgage-backed securities22,975
 405
 (769) 22,611
Non-RMBS:       
U.S. agencies1
1,682
 3
 
 1,685
Municipal21,974
 16
 (828) 21,162
Asset-backed securities and structured notes179,976
 2,088
 (9) 182,055
Total Non-RMBS203,632
 2,107
 (837) 204,902
Total debt securities$226,607
 $2,512
 $(1,606) $227,513

June 30, 2018 June 30, 2021

Available-for-saleTradingAvailable-for-sale
(Dollars in thousands)Amortized
Cost
 Unrealized
Gains
 Unrealized
Losses
 Fair
Value
(Dollars in thousands)Fair
Value
Amortized
Cost
Unrealized
Gains
Unrealized
Losses
Fair
Value
Mortgage-backed securities (RMBS):
 
 
 
U.S. agencies1
$13,102
 $152
 $(328) $12,926
Mortgage-backed securities (MBS):Mortgage-backed securities (MBS):
Agencies1
Agencies1
$— $23,639 $420 $(146)$23,913 
Non-agency2
19,384
 116
 (2,057) 17,443
Non-agency2
— 65,174 2,862 (421)67,615 
Total mortgage-backed securities32,486
 268
 (2,385) 30,369
Total mortgage-backed securities— 88,813 3,282 (567)91,528 
Non-RMBS:
 
 
 
Non-MBS:Non-MBS:
Municipal20,953
 2
 (743) 20,212
Municipal1,983 3,466 99 — 3,565 
Asset-backed securities and structured notes127,558
 2,267
 (101) 129,724
Asset-backed securities and structured notes— 90,549 1,693 — 92,242 
Total Non-RMBS148,511
 2,269
 (844) 149,936
Total Non-MBSTotal Non-MBS1,983 94,015 1,792 — 95,807 
Total debt securities$180,997
 $2,537
 $(3,229) $180,305
Total debt securities$1,983 $182,828 $5,074 $(567)$187,335 
1 Includes securities guaranteed by Ginnie Mae, a U.S. government-backed orgovernment agency, and the government sponsored enterprises including Fannie Mae and Freddie Mac and Ginnie Mae.Mac.
2 Private sponsors of securities collateralized primarily by first-lien mortgage loans on commercial properties or by pools of 1-4 family residential first mortgages. Primarily super senior securities secured by prime, Alt-A or pay-option ARM mortgages.
No credit losses were recognized on available-for-sale securities in the years ended June 30, 2022 and June 30, 2021. There was no amount in the allowance for credit losses-available-for-sale debt securities at June 30, 2022 and June 30, 2021. The Company has no allowance for the available-for-sale debt securities in an unrealized loss position based on an analysis of: (1) the credit characteristics of the securities, such as the forecasted cash flows, credit ratings, credit enhancement, and external government backing as applicable, and (2) whether the Company is intending to sell or is required to sell any securities before recovering the amortized cost basis of the securities.
The Company’s non-agency RMBSMBS available-for-sale portfolio with a total fair value of $13,025$186.8 million at June 30, 20192022 consists of fourteenseventeen different issues of senior and super senior securities. During the fiscal year ended June 30, 2018, the Company sold its two mezzanine z-tranche securities for a gain of $153.
Debt securities with evidence of credit quality deterioration since issuance and for which it is probable at purchase that the Company will be unable to collect all of the par value of the security are accounted for under ASC Topic 310-30, Loans and Debt Securities Acquired with Deteriorated Credit Quality (“ASC Topic 310-30”). Under ASC Topic 310-30, the excess of cash flows expected at acquisition over the purchase price is referred to as the accretable yield and is recognized in interest income over the remaining life of the security. During the fiscal year ended June 30, 2018, the Company sold its one senior support security for a loss of $861.
The face amounts of debt securities available-for-sale that were pledged to secure borrowings at June 30, 20192022 and 20182021 were $3,555$1.2 million and $2,540$1.4 million respectively.

F-27


The securities with unrealized losses, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position were as follows:
 June 30, 2019
 Available-for-sale securities in loss position for
 
Less Than 12
Months
 
More Than 12
Months
 Total
(Dollars in thousands)
Fair
Value
 Gross Unrealized Losses 
Fair
Value
 Gross Unrealized Losses 
Fair
Value
 Gross Unrealized Losses
RMBS:           
U.S. agencies$44
 $(2) $4,612
 $(77) $4,656
 $(79)
Non-agency32
 (1) 8,527
 (689) 8,559
 (690)
Total RMBS securities76
 (3) 13,139
 (766) 13,215
 (769)
Non-RMBS:           
Municipal debt
 
 12,997
 (828) 12,997
 (828)
Asset-backed securities and structured notes101
 (1) 1,779
 (8) 1,880
 (9)
Total Non-RMBS101
 (1) 14,776
 (836) 14,877
 (837)
Total debt securities$177
 $(4) $27,915
 $(1,602) $28,092
 $(1,606)
            
            
 June 30, 2018
 Available-for-sale securities in loss position for
 
Less Than 12
Months
 
More Than 12
Months
 Total
(Dollars in thousands)
Fair
Value
 Gross Unrealized Losses 
Fair
Value
 Gross Unrealized Losses 
Fair
Value
 Gross Unrealized Losses
RMBS:           
U.S. agencies$12
 $(1) $6,825
 $(327) $6,837
 $(328)
Non-agency36
 (1) 15,867
 (2,056) 15,903
 (2,057)
Total RMBS securities48
 (2) 22,692
 (2,383) 22,740
 (2,385)
Non-RMBS:           
Municipal debt1,740
 (17) 12,326
 (726) 14,066
 (743)
Asset-backed securities and structured notes9,489
 (30) 6,163
 (71) 15,652
 (101)
Total Non-RMBS11,229
 (47) 18,489
 (797) 29,718
 (844)
Total debt securities$11,277
 $(49) $41,181
 $(3,180) $52,458
 $(3,229)

June 30, 2022
 Available-for-sale securities in loss position for
 Less Than 12
Months
More Than 12
Months
Total
(Dollars in thousands)Fair
Value
Gross Unrealized LossesFair
Value
Gross Unrealized LossesFair
Value
Gross Unrealized Losses
MBS:
Agencies$16,446 $(1,338)$8,097 $(1,068)$24,543 $(2,406)
Non-agency92,796 (2,204)4,751 (430)97,547 (2,634)
Total MBS securities109,242 (3,542)12,848 (1,498)122,090 (5,040)
Non-MBS:
Municipal debt3,248 (281)— — 3,248 (281)
Total Non-MBS3,248 (281)— — 3,248 (281)
Total debt securities$112,490 $(3,823)$12,848 $(1,498)$125,338 $(5,321)
 June 30, 2021
Available-for-sale securities in loss position for
Less Than 12
Months
More Than 12
Months
Total
(Dollars in thousands)Fair
Value
Gross Unrealized LossesFair
Value
Gross Unrealized LossesFair
Value
Gross Unrealized Losses
MBS:
Agencies$10,001 $(146)$— $— $10,001 $(146)
Non-agency— — 6,018 (421)6,018 (421)
Total MBS securities10,001 (146)6,018 (421)16,019 (567)
Non-MBS:
Municipal debt— — — — — — 
Asset-backed securities and structured notes— — — — — — 
Total Non-MBS— — — — — — 
Total debt securities$10,001 $(146)$6,018 $(421)$16,019 $(567)
There were twenty-onefourteen securities that were in a continuous loss position at June 30, 20192022 for a period of more than 12 months. There were threetwenty-five securities that were in a continuous loss position at June 30, 20192022 for a period of less than 12 months. There were twenty-sixseven securities that were in a continuous loss position at June 30, 20182021 for a period of more than 12 months. There were elevenseven securities that were in a continuous loss position at June 30, 20182021 for a period of less than 12 months.
The following table summarizes amounts of anticipated credit loss recognized in the income statement through other-than-temporary impairment charges, which reduced non-interest income:


 At June 30,
(Dollars in thousands)2019 2018 2017
Beginning balance$
 $(15,528) $(20,865)
Additions for the amounts related to the credit loss for which an other-than-temporary impairment was not previously recognized(821) (7) (342)
Increases to the amount related to the credit loss for which other-than-temporary impairment was previously recognized
 (149) (1,622)
Credit losses realized for securities sold
 15,684
 7,301
Ending balance$(821) $
 (15,528)

At June 30, 2019, one non-agency RMBS with a total carrying amount of $3,143 was determined to have cumulative credit losses of $821. Cumulative credit losses of $1,964 were recognized in earnings during fiscal 2017, $156 was recognized in earnings during fiscal 2018 and $821 was recognized in earnings through other-than-temporary impairment, during fiscal 2019. The Company measures its non-agency RMBS in an unrealized loss position at the end of the reporting period for other-than-temporary impairment by comparing the present value of the cash flows currently expected to be collected from the security with its amortized cost basis. If the calculated present value is lower than the amortized cost, the difference is the credit component of other-than-temporary impairment of its debt securities. The excess of present value over the fair value of the security, if any, is the noncredit component of the other-than-temporary impairment. If the Company does not intend to sell the security and will not be required to sell the security before recovery of its amortized cost basis, the credit component of other-than-temporary impairment is recorded as a loss in earnings and the noncredit component of other-than-temporary impairment is recorded in comprehensive income, net of the related income tax benefit. If the Company does not intend to hold the security, or will be required to sell the security prior to a recovery of the amortized cost basis of the security, the credit component and noncredit component of the other-than-temporary impairment is recorded as a loss in earnings.
To determine the cash flows expected to be collected and to calculate the present value for purposes of testing for other-than-temporary impairment, the Company utilizes the same industry-standard tool and the same cash flows as those calculated for Level 3 fair values as discussed in Note 3 – Fair Value. The discount rates used to compute the present value of the expected cash flows for purposes of testing for the credit component of the other-than-temporary impairment are either the implicit rate calculated in each of the Company’s securities at acquisition or the last accounting yield. The Company calculates the implicit rate at acquisition based on the contractual terms of the security, considering scheduled payments (and minimum payments in the case of pay-option ARMs) without prepayment assumptions. Once the discount rate (or discount margin in the case of floating rate securities) is calculated as described above, the discount is used in the industry-standard model to calculate the present value of the cash flows.
During the fiscal years ended June 30, 2022 and 2021, there were no sales of securities that realized any gain or loss. Sales of securities occurred in the year ended June 30, 2018, total proceeds2021 in the amount of $8,700 and net$70.8 million with no realized gains of $282 were realized fromgain or loss, for which cash was collected in the sale of two trading securities with a carrying value of $8,327. During the fiscal year ended June 30, 2019, the company sold six available-for-sale securities with a carrying value of $15,131 resulting in a $709 gain.2022.
F-28


The gross gains and losses realized through earnings uponcomponents of the sale of available-for-sale securities wereCompany’s accumulated other comprehensive income (loss) are as follows:
At June 30,
(Dollars in thousands)20222021
Available-for-sale debt securities—net unrealized gains (losses)$(3,349)$4,507 
Available-for-sale debt securities—non-credit related(845)(845)
Subtotal(4,194)3,662 
Tax (provision) benefit1,261 (1,155)
Net unrealized gain (loss) on investment securities in accumulated other comprehensive loss$(2,933)$2,507 
 At June 30,
(Dollars in thousands)2019 2018 2017
Proceeds$15,863
 $44,013
 $161,048
Gross realized gains$842
 $1,269
 $7,386
Gross realized loss(133) (1,569) (3,466)
Net gain on securities$709
 $(300) $3,920
F-29




The Company records unrealized gains and unrealized losses in accumulated other comprehensive loss as follows:
 At June 30,
(Dollars in thousands)2019 2018
Available-for-sale debt securities—net unrealized gains$905
 $(692)
Available-for-sale debt securities—non-credit related(845) 
Subtotal60
 (692)
Tax (provision) benefit(44) 79
Net unrealized gain (loss) on investment securities in accumulated other comprehensive loss$16
 $(613)

The expected maturity distribution of the Company’s mortgage-backed securities and the contractual maturity distribution of the Company’s Non-RMBS securities:
 June 30, 2019
 Available-for-sale
(Dollars in thousands)
Amortized
Cost
 
Fair
Value
RMBS—U.S. agencies1:
   
Due within one year$862
 $861
Due one to five years2,905
 2,917
Due five to ten years2,674
 2,708
Due after ten years3,045
 3,100
Total RMBS—U.S. agencies1
9,486
 9,586
RMBS—Non-agency:   
Due within one year1,877
 1,820
Due one to five years5,938
 5,699
Due five to ten years3,824
 3,659
Due after ten years1,850
 1,847
Total RMBS—Non-agency13,489
 13,025
Non-RMBS:   
Due within one year22,552
 23,279
Due one to five years168,208
 169,578
Due five to ten years8,266
 7,613
Due after ten years4,606
 4,432
Total Non-RMBS203,632
 204,902
Total$226,607
 $227,513
1Residential mortgage-backed security (RMBS) distributions include impact of expected prepayments and other timing factors.



5. LOANS LEASES & ALLOWANCE FOR LOAN AND LEASE LOSSESCREDIT LOSSES-LOANS
ForIn conjunction with the Company’s single family, commercial and multifamily loans, the allowance methodology takes into consideration the risk that the original borrower information may have adversely changed in two ways. First, in calculating the quantitative factor for the Company’s general loan and lease loss allowance, the actual loss experience is tracked and stratified by original LTV and yearadoption of origination. As a result,ASC 326 on July 1, 2020, the Company uses relatively higher loss rates across the LTV bands for loans originated and purchased in years 2005 through 2008 compared to the same LTV ranges for loans originated before 2005 or after 2008. Second, the Company uses a number of qualitative factors to reflect additional risk. One qualitative loss factor is real estate valuation risk which is applied to each LTV band primarily based upon the year the real estate loan was originated or purchased. Based upon price appreciation indices, multifamily property values in years 2005 through 2008 experienced significant declines. As a result, the Company applies a relatively higher qualitative loss factor rate across the LTV bands for loans originated and purchased in years 2005 through 2008 compared to the same LTV ranges for loans originated or purchased before 2005 or after 2008. Lastly, the Company separates its allowance for loan and lease losses into loans originated and purchased categories in order to reflect the additional risk associated with purchased loans.
For the Company’s home equity loans, the allowance methodology takes into consideration the risk that the original borrower information may have adversely changed in two ways. First, in calculating the quantitative factor for the Company’s general loan loss allowance, the actual loss experience is tracked and stratified by original combined LTV (“CLTV”)updated categorization of the first and second liens. As a result, the Company allocates higher loss rates in proportion to the greater the CLTV. Second, the Company uses a number of qualitative factors to reflect additional risk.loan portfolio. The Company does not have any individual purchased home equity loans in itscategorizes the loan portfolio into six segments: Single Family - Mortgage & Warehouse, Multifamily and given the limited time frame under which the Company originated home equity loans, 2006-2009, no additional risk allocation is used.
For the Company’s single family – warehouse lines, the allowance methodology takes into consideration the structure of these loans, as they remain in the portfolio for a short period (usually less than a month)Commercial Mortgage, Commercial Real Estate, Commercial & Industrial - Non Real Estate, Auto & Consumer and have higher credit protection allocated compared to traditional single family originations. A matrix was created to reflect most current operating levels of capital and line usage, which calculates a loss rating to assign to each originator.
For the Company’s factoring loans, the allowance methodology takes into consideration the credit qualityOther (for further detail of the insurance company or state. The Company obtains credit ratings for these entities through agencies such as A.M. Bestchange in accounting principle and allocates an allowance allocation based on these ratings.
For the Company’s C&I leveraged loans, equipment finance leases and bridge loans, the allowance methodology incorporates a loan level grading system, which generally aligns with the credit rating. Industry loss rates are applied to determine the loss allowance for each of these loans based upon their internal grading. The credit rating incorporates multiple borrower attributes including, but not limited to, underlying collateral and pledged assets, income generated by the property or assets, borrower’s liquidity and access to liquid funds, strengthdetail of the borrower’s industry, stability of the borrower’s market, the size of the company, collateral diversity, facility exit strategiessegments and borrower guarantees. Equipment direct finance leases are derecognized from the balance sheet and the net investment in the lease is recorded. This net investment is the sum of the present value of future lease payments and any unguaranteed residual value. Interest income is recorded using the effective interest rate of the lease.
For the Company’s automobile (“auto”) and recreational vehicle (“RV”) loan portfolio, the allowance methodology takes into consideration potential adverse changes to the borrower’s financial condition since time of origination. The general loan loss reserves for auto and RV are stratified based upon borrower FICO scores. First, to account for potential deterioration of borrower’s credit history since time of origination, due to downturn in the economy or other factors, the Company uses the origination FICO scores to drive the allowance on a semi-annual basis. The Company believes that current borrower credit history is a better predictor of potential loss than that was used at time of origination. Second, the Company uses qualitative factors such as; changes in the economy, volume, and changes in the underlying collateral to capture additional risk when finalizing its calculation of the allowance for loan and lease losses.
Loan and lease segment risk characteristics. The Company considers its loan and lease classes to be the same as its loan and lease segments. The following are loan and lease segment risk characteristicswithin of the Company’s loan and lease portfolio:
Single family mortgage securedportfolio, refer to . The Company originates both fixed-rate and adjustable-rate loans secured by one-to-four family residences located in the U.S. The Company’s lending policies generally limit the maximum LTV ratio on one-to-four family loans to 80%Note 1 - “Summary of the lesser of the appraised value or the purchase price, plus pledged collateral. Terms of maturity typically range from 15 to 30 years. The Company attempts to mitigate residential lending risks by adhering to its underwriting policies in evaluating the collateral and the credit-worthiness of the borrower.
Home equitySignificant Accounting Policies”). The Company also originates home equity lines of credit and second mortgage loans. Home equity lines of credit and second mortgage loans have a greater credit risk than one-to-four family residential mortgage loans because they are secured by mortgages subordinated to the existing first mortgage on the property, which may or may not be held by the Company. The Company


attempts to mitigate residential lending risks by adhering to its underwriting policies in evaluating the collateral and the credit-worthiness of the borrower.
Warehouse and other. Single family warehouse loans consist of short-term, secured advances to mortgage bankers on a revolving basis. These facilities enable the mortgage originators to close loans in their own names and temporarily finance inventories of closed mortgage loans until they can be sold to an approved investor. Commercial specialty and lender finance loans secured by single family real estate are originated to businesses secured by first liens on single family mortgage loans. These loans are generally collateralized by single family mortgage loans that are secured by first liens on single family real estate. The Company attempts to mitigate residential lending risks by adhering to its underwriting policies in evaluating the collateral and the credit-worthiness of the borrower.
Multifamily. The Company originates loans secured by multifamily real estate (more than four units). These loans involve a greater degree of risk than one-to-four family residential mortgage loans as these loans are usually greater in amount, dependent on the cash flow capacity of the project, and may be more difficult to evaluate and monitor. Repayment of loans secured by multifamily properties frequently depends on the successful operation and management of the properties. Consequently, repayment of such loans may be affected by adverse conditions in the real estate market or economy. The Company attempts to mitigate these risks by thoroughly evaluating the global financial condition of the borrower, the management experience of the borrower, and the quality of the collateral property securing the loan.
Commercial real estate. The Company originates loans across the U.S. secured by small commercial real estate properties. These are primarily cash flow loans that share characteristics of both real estate and commercial business loans. The primary source of repayment is frequently cash flow from the operation of the collateral property and secondarily through liquidation of the collateral. These loans are generally higher risk than other classifications of loans in that they typically involve higher loan amounts, are dependent on the management experience of the owners, and may be adversely affected by conditions in the real estate market or the economy. Owner-occupied commercial real estate loans are generally of lower credit risk than non-owner occupied commercial real estate loans as the borrowers’ businesses are likely dependent on the properties. Underwriting for these loans is primarily dependent on the repayment capacity derived from the operation of the occupying business rather than rents paid by third parties. The Company attempts to mitigate these risks by generally limiting the maximum LTV ratio to 65%-80%, depending on property type, and scrutinizing the financial condition of the borrower, the quality of the collateral and the management of the property securing the loan.
Auto and RV. Auto and RV loans primarily consist of direct and indirect auto loans and legacy RV loans. These auto and RV loans were originated across the U.S. The collateral for these auto and RV loans is comprised of a mix of new and used autos and RVs. Auto and RV loans generally have shorter terms to maturity than mortgage loans. Auto and RV loans generally involve a greater degree of risk than do residential mortgage loans, particularly in the case of auto and RV loans, which are secured by rapidly depreciating and mobile assets. In such cases, any repossessed collateral for a defaulted auto and RV loan may not provide an adequate source of repayment of the outstanding loan balance as a result of the greater likelihood of damage, loss or depreciation. The Company attempts to mitigate these risks by adhering to its underwriting policies in evaluating the credit-worthiness of the borrower.
Factoring. Factoring loans are originated through the wholesale and retail purchase of state lottery prize and structured settlement annuities. These annuities are high credit quality deferred payment receivables having a state lottery commission or primarily highly rated insurance company payor. Purchases of state lottery prize or structured settlement annuities are governed by specific state statutes requiring judicial approval of each transaction. No transaction is funded before an order approving such transaction has been entered by a court of competent jurisdiction. The Company’s commission-based sales force originates contracts for the retail purchase of such payments from leads generated by the Company’s dedicated research department through the use of proprietary research techniques. The Company attempts to mitigate these risks by adhering to its underwriting policies in evaluating the credit-worthiness of the state or insurer.
Commercial and industrial. Commercial and industrial loans and leases are primarily made based on the operating cash flows of the borrower or conversion of working capital assets to cash and secondarily on the underlying collateral provided by the borrower. The cash flows of borrowers may be volatile and the value of the collateral securing these loans and leases may be difficult to measure. Most commercial and industrial loans and leases are secured by the assets being financed or other business assets such as accounts receivable or inventory and generally include personal guarantees based on a review of personal financial statements. Although commercial and industrial loans and leases are often collateralized by equipment, inventory, accounts receivable or other business assets, the liquidation of collateral in the event of a borrower default may be an insufficient source of repayment, because accounts receivable may be uncollectible and inventories and equipment may be obsolete or of limited use. Accordingly, the repayment of a commercial and industrial loan or lease primarily depends on the credit-worthiness of the borrower and guarantors, while the liquidation of collateral is a secondary and potentially insufficient source of repayment. The Company attempts to mitigate these risks by adhering to its underwriting policies in evaluating the management of the business and the credit-worthiness of borrowers and guarantors.
Other. The Company originates other loans, which include unsecured consumer loans and other small balance business and consumer loans. Other consumer loans generally have shorter terms to maturity than mortgage loans. Other consumer loans generally


involve a greater degree of risk than do residential mortgage loans, particularly in the case of consumer loans that are unsecured. In such cases, it is not possible to repossess collateral for a defaulted consumer loan and as such there may not exist an adequate source of repayment of the outstanding loan balance as a result of the absence of security. The Company attempts to mitigate these risks by adhering to its underwriting policies in evaluating the credit-worthiness of the borrower.
The following table sets forth the composition of the loan and lease portfolio as of the dates indicated:
 At June 30,
(Dollars in thousands)2019 2018
Single family real estate secured:   
Mortgage$4,278,822
 $4,198,941
Home equity2,258
 2,306
Warehouse and other1
820,559
 412,085
Multifamily real estate secured1,948,513
 1,800,919
Commercial real estate secured326,154
 220,379
Auto and RV secured290,894
 213,522
Factoring93,091
 169,885
Commercial & Industrial1,653,314
 1,481,051
Other35,705
 18,598
  Total gross loans and leases9,449,310
 8,517,686
Allowance for loan and lease losses(57,085) (49,151)
Unaccreted discounts and loan and lease fees(10,101) (36,246)
  Total net loans and leases$9,382,124
 $8,432,289

1The balance of single family warehouse loans was $301,999 at June 30, 2019 and $175,508 at June 30, 2018. The remainder of the balance was attributable to commercial specialty and lender finance loans secured by single family real estate.
At June 30,
(Dollars in thousands)20222021
Single Family - Mortgage & Warehouse$3,988,462 $4,359,472 
Multifamily and Commercial Mortgage2,877,680 2,470,454 
Commercial Real Estate4,781,044 3,180,453 
Commercial & Industrial - Non-RE2,028,128 1,123,869 
Auto & Consumer567,228 362,180 
Other11,134 58,316 
  Total gross loans14,253,676 11,554,744 
Allowance for credit losses - loans(148,617)(132,958)
Unaccreted premiums (discounts) and loan fees(13,998)(6,972)
  Total net loans$14,091,061 $11,414,814 
The following table summarizes activity in the allowance for loan and leasecredit losses - loans for the periods indicated:
 At June 30,
(Dollars in thousands)2019 2018 2017
Balance—beginning of period$49,151
 $40,832
 $35,826
Provision for loan and lease loss27,350
 25,800
 11,061
Charged off(19,663) (15,979) (5,096)
Transfers to held for sale(2,356) (2,307) (1,828)
Recoveries2,603
 805
 869
Balance—end of period$57,085
 $49,151
 $40,832

Loans loans held for investment transfered to loans held for sale classification are carried at the lower of cost or fair value. At the time of transfer into the held for sale classification, any amount by which cost exceeds fair value is accounted for as a charge against the allowance for loan and lease losses, shown in the transfers to held for sale in the table above.
The following table summarizes the composition of the impaired loans and leases:
 At June 30,
(Dollars in thousands)2019 2018 2017
Nonaccrual loans and leases—90+ days past due plus other nonaccrual loans and leases$47,821
 $30,197
 $26,815
Troubled debt restructured loans and leases—non-accrual623
 1,029
 1,578
Troubled debt restructured loans and leases—performing
 
 
Total impaired loans and leases$48,444
 $31,226
 $28,393



At June 30, 2019, the carrying value of impaired loans and leases is net of write offs of $2,415. At June 30, 2019, $48,444 of impaired loans and leases had no specific allowance allocations. The average carrying value of impaired loans and leases was $39,468 and $30,420 for the fiscal years ended June 30, 2019 and 2018, respectively. The interest income recognized during the periods of impairment is insignificant for those loans and leases impaired at June 30, 2019 or 2018. At June 30, 2019 and 2018, there were no loans or leases still accruing past due 90 days or more, unless the Company received principal and interest from the servicer despite the borrower’s delinquency. Cash receipts for loans and leases impaired is recorded against principal. The Company considers the servicer’s recovery of such advances in evaluating whether such loans should continue to accrue. A loan or lease is considered impaired when, based on current information and events, it is probable that we will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan or lease agreement. Factors that we consider in determining impairment include payment status, collateral value and the probability of collecting scheduled principal and interest payments when due. Loans or leases that experience insignificant payment delays and payment shortfalls generally are not classified as impaired. Impairment is measured on a loan-by-loan basis by either the present value of expected future cash flows discounted at the loan or lease’s effective interest rate or the fair value of the collateral if repayment of the loan or lease is expected from the sale of collateral.
At June 30,
(Dollars in thousands)202220212020
Balance—beginning of period$132,958 $75,807 $57,085 
Effect of Adoption of ASC 326— 47,300 — 
Provision for loan and lease loss18,500 23,750 42,200 
Charged off(4,428)(16,558)(25,833)
Recoveries1,587 2,659 2,355 
Balance—end of period$148,617 $132,958 $75,807 
In the ordinary course of business, the Company has granted related party loans collateralized by real property to certain executive officers, directors and their affiliates. There were no refinances of related party loans in the fiscal year ended June 30, 2022. There was one refinancedrefinance of a related party loan in the amount of $1,306$1.4 million during the fiscal year ended June 30, 2019. During2021. There were no new loans originated for related parties during the fiscal year 2018,ended June 30, 2022. There were four new loans originated for related parties in the Company originated no new related party loans and did not execute any interest rate modificationsamount of existing loans.$10.0 million during the fiscal year ended June 30, 2021. Total principal payments on related party loans were $461$3.0 million and $341$7.0 million during the years ended June 30, 20192022 and 2018,2021, respectively. At June 30, 20192022 and 2018,2021, these loans amounted to $13,342$25.6 million and $8,956,$23.8 million, respectively, and are included in loans held for investment. Interest earned on these loans was $326$0.1 million and $81$0.1 million during the years ended June 30, 20192022 and 2018,2021, respectively.
The Company’s loan and lease portfolio consistsconsisted of approximately 11.7%9.4% fixed interest rate loans and 88.3%90.6% adjustable interest rate loans as of June 30, 2019.2022. The Company’s adjustable rate loans are generallyprimarily based upon indices using U.S. Treasury rates, LIBOR, SOFR and Eleventh District CostAmeribor.
The Company’s loan portfolio consisted of Funds.approximately 14.90% fixed interest rate loans and 85.10% adjustable interest rate loans as of June 30, 2021.
At June 30, 20192022 and 2018, purchased2021, portfolio loans serviced by others were $57,667$37.3 million, or 0.61%0.26%, and $64,536$44.7 million, or 0.76%0.39%, respectively, of the loan portfolio.
Allowance for Loan and Lease Losses. The Company is committed to maintaining the allowance for loan and lease losses at a level that is considered to be commensurate with estimated probable incurred credit losses in the portfolio. Although the adequacy of the allowance is reviewed quarterly, management performs an ongoing assessment of the risks inherent in the portfolio. While the Company believes that the allowance for loan and lease losses is adequate at June 30, 2019, future additions to the allowance will be subject to continuing evaluation of estimated and known, as well as inherent, risks in the loan and lease portfolio.
Allowance for Credit Loss Disclosures. The assessment of the adequacy of the Company’s allowance for loan and lease losses is based upon a number of quantitative and qualitative factors, including levels and trends of past due and nonaccrual loans, changes in the volume and mix of loans, collateral values and charge-off history. Based on historical performance, the Company divides the LTV analysis into two classes, separating purchased loans from the loans underwritten directly by the Company since mortgage loans originated by the Company experience lower estimated loss rates.
The Company provides general loan loss reserves for its auto and RV loans based upon the borrower’s credit score at the time of origination and the Company’s loss experience to date. The Company obtains updated credit scores for its auto and RV borrowers approximately every six months. The updated credit score will result in a higher or lower general loan loss allowance depending on the change in borrowers’ FICO scores and the resulting shift in loan balances among the five FICO bands from which the Company measures and calculates its reserves. For the general loss reserve, the Company does not use individually updated credit scores or valuations for the real estate collateralizing its real estate loans.
The allowance for loan and lease losses for the auto and RV loan portfolio at June 30, 2019 was determined by classifying each outstanding loan according to the original FICO score and providing loss rates.
The Company provides general loan loss reserves for mortgage loans based upon the size and class of the mortgage loan and the LTV at date of origination. The allowance for each class is determined by dividing the outstanding unpaid balance for each loan by the LTV and applying a loss rate.
The Company originates and purchases mortgage loans with terms that may include repayments that are less than the repayments for fully amortizing loans, including interest only loans, option adjustable-rate mortgages, and other loan types that permit payments that may be smaller than interest accruals. The Companies lending guidelines for interest-only loans are adjusted for the increased credit risk associated with these loans by requiring borrowers with such loans to borrow at LTVs that are lower than standard amortizing ARM loans and by calculating debt to income ratios for qualifying borrowers based upon a fully amortizing payment, not the interest only payment. The Company’s Credit Committee monitors and performs reviews of interest only loans. Adverse trends reflected in the Company’s delinquency statistics, grading and classification of interest only loans would be reported to management


and the Board of Directors. As of June 30, 2019,2022, the Company had $1.3 billion$1,197.4 million of interest onlyinterest-only loans and $1.6$7.0 million of option adjustable-rate mortgage loans. Through June 30, 2019,2022, the net amount of deferred interest on these loan types was not material to the
F-30


financial position or operating results of the Company. As of June 30, 2021, the Company had $1,074.3 million of interest-only loans and $0.9 million of option adjustable-rate mortgage loans. Through June 30, 2021, the net amount of deferred interest on these loan types was not material to the financial position or operating results of the Company.
The Company’s commercial real estate secured portfolio consists of loans well collateralized by commercial real estate.
The Company’s commercial and industrial portfolio primarily consists of real estate-backed and asset-backed loans and leases to businesses and non-bank lenders. The Company’s other portfolios consist of receivables factoring for businesses and consumers and other small balance business and consumer loans. The Company allocates its allowance for loan and lease losses for these asset types based on qualitative factors which consider various attributes captured in the credit rating, the value of the collateral and the financial position of the issuer of the receivables.


The following tables summarize activity in the allowance for loan and leasecredit losses - loans by portfolio classes for the periods indicated:
June 30, 2022
(Dollars in thousands)Single Family - Mortgage & WarehouseMultifamily and Commercial MortgageCommercial Real EstateCommercial & Industrial - Non-REAuto & ConsumerOtherTotal
Balance at July 1, 2021$26,604 $13,146 $57,928 $28,460 $6,519 $301 $132,958 
Provision for credit losses - loans(7,009)1,332 11,411 2,544 10,492 (270)18,500 
Charge-offs(82)— — (322)(4,024)— (4,428)
Recoveries157 177 — 126 1,127 — 1,587 
Balance at June 30, 2022$19,670 $14,655 $69,339 $30,808 $14,114 $31 $148,617 
 June 30, 2019
 Single Family              
(Dollars in thousands)Mortgage Home
Equity
 Warehouse & Other Multi-
family real estate secured
 Commercial
real estate secured
 Auto and RV secured Factoring Commercial & Industrial Other Total
Balance at July 1, 2018$20,368
 $14
 $2,080
 $5,010
 $849
 $3,178
 $445
 $16,238
 $969
 $49,151
Provision for loan and lease loss1,317
 (12) 4,247
 (1,022) 195
 2,605
 (112) 2,286
 17,846
 27,350
Charge-offs(799) 
 
 
 
 (1,156) 
 (1,149) (16,559) (19,663)
Transfers to held for sale
 
 
 
 
 
 
 
 (2,356) (2,356)
Recoveries396
 11
 
 109
 
 191
 
 
 1,896
 2,603
Balance at June 30, 2019$21,282
 $13
 $6,327
 $4,097
 $1,044
 $4,818
 $333
 $17,375
 $1,796
 $57,085
June 30, 2021
(Dollars in thousands)Single Family - Mortgage & WarehouseMultifamily and Commercial MortgageCommercial Real EstateCommercial & Industrial - Non-REAuto & ConsumerOtherTotal
Balance at July 1, 2020$25,899 $4,719 $21,052 $9,954 $9,462 $4,721 $75,807 
Effect of Adoption of ASC 3266,318 7,408 25,893 7,042 610 29 47,300 
Provision for credit losses - loans(3,242)1,196 11,238 14,251 (1,354)1,661 23,750 
Charge-offs(2,502)(177)(255)(2,833)(3,517)(7,274)(16,558)
Recoveries131 — — 46 1,318 1,164 2,659 
Balance at June 30, 2021$26,604 $13,146 $57,928 $28,460 $6,519 $301 $132,958 
 June 30, 2018
 Single Family              
(Dollars in thousands)Mortgage Home
Equity
 Warehouse & Other Multi-
family real estate secured
 Commercial
real estate secured
 Auto and RV secured Factoring Commercial & Industrial Other Total
Balance at July 1, 2017$19,972
 $19
 $2,298
 $4,638
 $1,008
 $2,379
 $401
 $9,881
 $236
 $40,832
Provision for loan and lease loss632
 (18) 69
 372
 (159) 1,390
 44
 6,357
 17,113
 25,800
Charge-offs(271) (1) (287) 
 
 (803) 
 
 (14,617) (15,979)
Transfers to held for sale
 
 
 
 
 
 
 
 (2,307) (2,307)
Recoveries35
 14
 
 
 
 212
 
 
 544
 805
Balance at June 30, 2018$20,368
 $14
 $2,080
 $5,010
 $849
 $3,178
 $445
 $16,238
 $969
 $49,151
 June 30, 2017
 Single Family              
(Dollars in thousands)Mortgage Home
Equity
 Warehouse & Other Multi-
family real estate secured
 Commercial
real estate secured
 Auto and RV secured Factoring Commercial & Industrial Consumer & Other Total
Balance at July 1, 2016$18,666
 $23
 $2,685
 $3,938
 $882
 $1,615
 $245
 $7,630
 $142
 $35,826
Provision for loan and lease loss2,308
 (6) (387) 323
 110
 990
 156
 2,251
 5,316
 11,061
Charge-offs(1,115) (23) 
 
 (23) (433) 
 
 (3,502) (5,096)
Transfers to held for sale
 
 
 
 
 
 
 
 (1,828) (1,828)
Recoveries113
 25
 
 377
 39
 207
 
 
 108
 869
Balance at June 30, 2017$19,972
 $19
 $2,298
 $4,638
 $1,008
 $2,379
 $401
 $9,881
 $236
 $40,832




The following tables present our loans and leases evaluated individually for impairment by portfolio class for the periods indicated:
 June 30, 2019  
(Dollars in thousands)Unpaid
Principal
Balance
 
Principal Balance Adjustment1
 Recorded
Investment
 Accrued Interest/Origination Fees Total Related
Allocation of
General Allowance
 Related
Allocation of
Specific Allowance
With no related allowance recorded:             
Single family real estate secured:           �� 
Mortgage             
In-house originated$4,874
 $1,775
 $3,099
 $255
 $3,354
 $
 $
Purchased2,237
 1,142
 1,095
 
 1,095
 
 
Auto and RV secured             
In-house originated326
 221
 105
 4
 109
 
 
With an allowance recorded:             
Single family real estate secured:             
Mortgage             
In-house originated40,758
 348
 40,410
 731
 41,141
 393
 
Purchased1,418
 17
 1,401
 109
 1,510
 12
 
Multifamily real estate secured             
In-house originated2,108
 
 2,108
 9
 2,117
 3
 
Auto and RV secured             
In-house originated10
 
 10
 
 10
 1
 
Other216
 
 216
 
 216
 13
 
Total$51,947
 $3,503
 $48,444
 $1,108
 $49,552
 $422
 $
As a % of total gross loans and leases0.55% 0.04% 0.51% 0.01% 0.52% % %
 June 30, 2018  
(Dollars in thousands)Unpaid
Principal
Balance
 
Principal Balance Adjustment1
 Recorded
Investment
 Accrued Interest/Origination Fees Total Related
Allocation of
General Allowance
 Related
Allocation of
Specific Allowance
With no related allowance recorded:             
Single family real estate secured:             
Mortgage             
In-house originated$1,584
 $951
 $633
 $78
 $711
 $
 $
Purchased3,598
 1,739
 1,859
 
 1,859
 
 
Multifamily real estate secured             
Purchased480
 248
 232
 
 232
 
 
Auto and RV secured             
In-house originated369
 309
 60
 2
 62
 
 
With an allowance recorded:             
Single family real estate secured:             
Mortgage             
In-house originated24,607
 47
 24,560
 
 24,560
 247
 
Purchased1,394
 
 1,394
 21
 1,415
 14
 
Home equity             
In-house originated16
 
 16
 
 16
 1
 
Commercial & Industrial172
 
 172
 
 172
 9
 
Other111
 
 111
 
 111
 7
 
Total$32,331
 $3,294
 $29,037
 $101
 $29,138
 $278
 $
As a % of total gross loans and leases0.38% 0.04% 0.34% % 0.34% % %
1Impaired loans with an allowance recorded do not have any charge-offs. Principal balance adjustments on impaired loans with an allowance recorded represent interest payments that have been applied to the book balance as a result of the loans’ non-accrual status.



The following tables present the balance in the allowance for loan and lease losses and the recorded investment in loans and leases by portfolio segment and based on impairment evaluation method:
 June 30, 2019
 Single Family              
(Dollars in thousands)Mortgage Home
Equity
 Warehouse & Other Multi-
family real estate secured
 Commercial
real estate secured
 Auto and RV secured Factoring Commercial & Industrial Other Total
Allowance for loan and lease losses:                  
Ending allowance balance attributable to loans and leases:              
Individually evaluated for impairment–
general allowance
$405
 $
 $
 $3
 $
 $1
 $
 $
 $13
 $422
Individually evaluated for impairment–
specific allowance

 
 
 
 
 
 
 
 
 
Collectively evaluated for impairment20,877
 13
 6,327
 4,094
 1,044
 4,817
 333
 17,375
 1,783
 56,663
Total ending allowance balance$21,282
 $13
 $6,327
 $4,097
 $1,044
 $4,818
 $333
 $17,375
 $1,796
 $57,085
Loans and leases:                   
Loans and leases individually evaluated for impairment 1
$46,005
 $
 $
 $2,108
 $
 $115
 $
 $
 $216
 $48,444
Loans and leases collectively evaluated for impairment4,232,817
 2,258
 820,559
 1,946,405
 326,154
 290,779
 93,091
 1,653,314
 35,489
 9,400,866
Principal loan and lease balance4,278,822
 2,258
 820,559
 1,948,513
 326,154
 290,894
 93,091
 1,653,314
 35,705
 9,449,310
Unaccreted discounts and loan and lease fees8,724
 66
 (1,773) 5,090
 649
 2,631
 (21,627) (3,169) (692) (10,101)
Total recorded investment in loans and leases$4,287,546
 $2,324
 $818,786
 $1,953,603
 $326,803
 $293,525
 $71,464
 $1,650,145
 $35,013
 $9,439,209
1Loans and leases evaluated for impairment include TDRs that have been performing for more than six months.
 June 30, 2018
 Single Family              
(Dollars in thousands)Mortgage Home
Equity
 Warehouse & Other Multi-
family real estate secured
 Commercial
real estate secured
 Auto and RV secured Factoring Commercial & Industrial Other Total
Allowance for loan and lease losses:                  
Ending allowance balance attributable to loans and leases:              
Individually evaluated for impairment –
general allowance

$261
 $1
 $
 $
 $
 $
 $
 $9
 $7
 $278
Individually evaluated for impairment –
specific allowance

$
 $
 $
 $
 $
 $
 $
 $
 $
 $
Collectively evaluated for impairment20,107
 13
 2,080
 5,010
 849
 3,178
 445
 16,229
 962
 48,873
Total ending allowance balance$20,368
 $14
 $2,080
 $5,010
 $849
 $3,178
 $445
 $16,238
 $969
 $49,151
Loans and leases:                   
Loans and leases individually evaluated for impairment 1
$28,446
 $16
 $
 $232
 $
 $60
 $
 $172
 $111
 $29,037
Loans and leases collectively evaluated for impairment4,170,495
 2,290
 412,085
 1,800,687
 220,379
 213,462
 169,885
 1,480,879
 18,487
 8,488,649
Principal loan and lease balance4,198,941
 2,306
 412,085
 1,800,919
 220,379
 213,522
 169,885
 1,481,051
 18,598
 8,517,686
Unaccreted discounts and loan and lease fees9,187
 48
 (706) 5,063
 836
 2,065
 (48,039) (3,884) (816) (36,246)
Total recorded investment in loans and leases$4,208,128
 $2,354
 $411,379
 $1,805,982
 $221,215
 $215,587
 $121,846
 $1,477,167
 $17,782
 $8,481,440
1Loans and leases evaluated for impairment include TDRs that have been performing for more than six months.




June 30, 2020
(Dollars in thousands)Single Family - Mortgage & WarehouseMultifamily and Commercial MortgageCommercial Real EstateCommercial & Industrial - Non-REAuto & ConsumerOtherTotal
Balance at July 1, 2019$22,290 $3,807 $14,632 $9,544 $6,339 $473 $57,085 
Provision for credit losses - loans3,546 793 6,420 4,542 7,429 19,470 42,200 
Charge-offs(203)— — (4,132)(5,047)(16,451)(25,833)
Recoveries266 119 — — 741 1,229 2,355 
Balance at June 30, 2020$25,899 $4,719 $21,052 $9,954 $9,462 $4,721 $75,807 
Credit Quality Disclosure. Nonaccrual loans and leases consisted of the following as of the dates indicated:
As of June 30, 2022
(Dollars in thousands)With AllowanceWith No AllowanceTotal
Single Family - Mortgage & Warehouse$66,424 $— $66,424 
Multifamily and Commercial Mortgage33,410 — 33,410 
Commercial Real Estate14,852 — 14,852 
Commercial & Industrial - Non-RE2,989 — 2,989 
Auto & Consumer439 — 439 
Other80 — 80 
     Total nonaccrual loans$118,194 $— $118,194 
Nonaccrual loans to total loans0.83 %
 At June 30,
(Dollars in thousands)2019 2018
Nonaccrual loans and leases:   
Single Family Real Estate Secured:   
Mortgage   
In-house originated$43,509
 $25,193
Purchased2,496
 3,253
Home Equity   
In-house originated
 16
Multifamily Real Estate Secured   
In-house originated2,108
 
Purchased
 232
Total nonaccrual loans secured by real estate48,113
 28,694
Auto and RV Secured115
 60
Commercial and Industrial
 2,361
Other216
 111
Total nonaccrual loans and leases$48,444
 $31,226
Nonaccrual loans and leases to total loans and leases0.51% 0.37%
As of June 30, 2021
(Dollars in thousands)With AllowanceWith No AllowanceTotal
Single Family - Mortgage & Warehouse$45,951 $59,757 $105,708 
Multifamily and Commercial Mortgage2,916 17,512 20,428 
Commercial Real Estate15,839 — 15,839 
Commercial & Industrial - Non-RE2,942 — 2,942 
Auto & Consumer230 48 278 
     Total nonaccrual loans$67,878 $77,317 $145,195 
Nonaccrual loans to total loans1.26 %
F-31


Approximately 1.29%1.18% of our nonaccrual loans and leases at June 30, 20192022 were considered TDRs, compared to 3.30%0.55% at June 30, 2018.2021. Borrowers who make timely payments after TDRs are considered non-performing for at least six months. Generally, after six months of timely payments, those TDRs are reclassified from the nonaccrual loan and lease category to performing and return to accrual status. Approximately 94.97%56.20% of the Bank’s nonaccrual loans and leases are single family first mortgages already written down to 44.94% in aggregate, of the original appraisal value of the underlying properties.mortgages.
The following tables provide the outstanding unpaid balance of loans and leases that are performing and nonaccrual by portfolio class as of the dates indicated:
June 30, 2022
(Dollars in thousands)Single Family - Mortgage & WarehouseMultifamily and Commercial MortgageCommercial Real EstateCommercial & Industrial - Non-REAuto & ConsumerOtherTotal
Performing$3,922,038 $2,844,270 $4,766,192 $2,025,139 $566,789 $11,054 $14,135,482 
Nonaccrual66,424 33,410 14,852 2,989 439 80 118,194 
Total$3,988,462 $2,877,680 $4,781,044 $2,028,128 $567,228 $11,134 $14,253,676 
June 30, 2019
Single Family              June 30, 2021
(Dollars in thousands)Mortgage Home
Equity
 Warehouse & Other Multi-
family real estate secured
 Commercial
real estate secured
 Auto and RV secured Factoring Commercial & Industrial Other Total(Dollars in thousands)Single Family - Mortgage & WarehouseMultifamily and Commercial MortgageCommercial Real EstateCommercial & Industrial - Non-REAuto & ConsumerOtherTotal
Performing$4,232,817
 $2,258
 $820,559
 $1,946,405
 $326,154
 $290,779
 $93,091
 $1,653,314
 $35,489
 $9,400,866
Performing$4,253,764 $2,450,026 $3,164,614 $1,120,927 $361,902 $58,316 $11,409,549 
Nonaccrual46,005
 
 
 2,108
 
 115
 
 
 216
 48,444
Nonaccrual105,708 20,428 15,839 2,942 278 — 145,195 
Total$4,278,822
 $2,258
 $820,559
 $1,948,513
 $326,154
 $290,894
 $93,091
 $1,653,314
 $35,705
 $9,449,310
Total$4,359,472 $2,470,454 $3,180,453 $1,123,869 $362,180 $58,316 $11,554,744 
 June 30, 2018
 Single Family              
(Dollars in thousands)Mortgage Home
Equity
 Warehouse & Other Multi-
family real estate secured
 Commercial
real estate secured
 Auto and RV secured Factoring Commercial & Industrial Other Total
Performing$4,170,495
 $2,290
 $412,085
 $1,800,687
 $220,379
 $213,462
 $169,885
 $1,478,690
 $18,487
 $8,486,460
Nonaccrual28,446
 16
 
 232
 
 60
 
 2,361
 111
 31,226
Total$4,198,941
 $2,306
 $412,085
 $1,800,919
 $220,379
 $213,522
 $169,885
 $1,481,051
 $18,598
 $8,517,686





InterestThere was no interest recognized on performing loans temporarily modified asthat were TDRs was $0, $0, and $7 for the years ended June 30, 2019, 20182022, 2021 and 20172020 respectively. The average balances of performing TDRs and nonaccrual loans was $0$136.4 million, $142.0 million and $39,468$60.6 million for the yearyears ended June 30, 2019, $02022, 2021 and $30,4202020, respectively. There was no amount in performing TDRs for each of the yearyears ended June 30, 20182022, 2021 and $125 and $34,1542020. There was no interest income recognized on non-accrual loans for the yearyears ended June 30, 2017, respectively.2022, 2021 and 2020.
The Company had no TDRs classified as performing loans at June 30, 20192022 or 2018.2021.
Credit Quality Indicators. The Company categorizes loans and leases into risk categories based on relevant information about the ability of borrowers to service their debt such as: current financial information, historical payment experience, credit documentation, public information, and current economic trends, among other factors. The Company analyzes loans and leases individually by classifying the loans and leases as to credit risk. The Company uses the following definitions for risk ratings.
Pass. Loans and leases classified as pass are well protected by the current net worth and paying capacity of the obligor or by the fair value, less cost to acquire and sell, of any underlying collateral in a timely manner.
Special Mention. Loans and leases classified as special mention have a potential weakness that deserves management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or lease or of the institution’s credit position at some future date.
Substandard. Loans and leases classified as substandard are inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any. Loans and leases so classified have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the institution will sustain some loss if the deficiencies are not corrected.
Doubtful. Loans and leases classified as doubtful have all the weaknesses inherent in those classified as substandard, with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions, and values, highly questionable and improbable.
The Company reviews and grades loans and leases following a continuous loan and lease review process, featuring coverage of all loan and lease types and business lines at least quarterly. Continuous reviewing provides more effective risk monitoring because it immediately tests for potential impacts caused by changes in personnel, policy, products or underwriting standards.

F-32


The following tables present the compositionamortized cost basis by fiscal year of our loanorigination and lease portfolio by credit quality indicator of the Company’s loan as of the dates indicated:June 30, 2022 was as follows:
 June 30, 2019
(Dollars in thousands)Pass 
Special
Mention
 Substandard Doubtful Total
Single family real estate secured:         
Mortgage         
In-house originated$4,155,408
 $37,219
 $44,568
 $
 $4,237,195
Purchased38,534
 598
 2,496
 
 41,628
Home equity         
In-house originated2,258
 
 
 
 2,258
Warehouse and other1
         
In-house originated742,297
 21,600
 56,662
 
 820,559
Multifamily real estate secured         
In-house originated1,890,524
 427
 2,108
 
 1,893,059
Purchased54,514
 
 940
 
 55,454
Commercial real estate secured         
In-house originated318,628
 
 
 
 318,628
Purchased7,525
 
 
 
 7,525
Auto and RV secured         
In-house originated290,691
 68
 135
 
 290,894
Factoring93,091
 
 
 
 93,091
Commercial & Industrial1,651,506
 1,722
 86
 
 1,653,314
Other35,260
 229
 216
 
 35,705
Total$9,280,236
 $61,863
 $107,211
 $
 $9,449,310
As of % of gross loans and leases98.2% 0.7% 1.1% % 100.0%
1 The $56.7 million included in the substandard column for Warehouse and other single family real estate secured category consists of a single loan, which was fully repaid in July 2019.
 June 30, 2018
(Dollars in thousands)Pass 
Special
Mention
 Substandard Doubtful Total
Single family real estate secured:         
Mortgage         
In-house originated$4,113,537
 $19,403
 $26,264
 $
 $4,159,204
Purchased36,024
 461
 3,252
 
 39,737
Home equity         
In-house originated2,290
 
 16
 
 2,306
Warehouse and other         
In-house originated412,085
 
 
 
 412,085
Multifamily real estate secured         
In-house originated1,731,068
 3,983
 
 
 1,735,051
Purchased64,663
 
 1,205
 
 65,868
Commercial real estate secured         
In-house originated212,235
 
 
 
 212,235
Purchased6,226
 1,918
 
 
 8,144
Auto and RV secured         
In-house originated213,455
 
 67
 
 213,522
Factoring169,885
 
 
 
 169,885
Commercial & Industrial1,471,433
 5,460
 1,969
 2,189
 1,481,051
Other18,369
 118
 111
 
 18,598
Total$8,451,270
 $31,343
 $32,884
 $2,189
 $8,517,686
As of % of gross loans and leases99.2% 0.4% 0.4% % 100.0%


Loans Held for Investment Origination YearRevolving LoansRevolving Loans Converted to Loans HFITotal
(Dollars in thousands)20222021202020192018Prior
Single Family-Mortgage & Warehouse
Pass$1,484,027 $600,054 $402,712 $303,999 $279,248 $548,703$241,925 $—    $3,860,668
Special Mention4,7902,5054,12510,97138,63761,028
Substandard2,2883,92818,4075,95536,18866,766
Doubtful
Total1,484,027602,342411,430324,911289,328595,862280,5623,988,462
Multifamily and Commercial Mortgage
Pass999,819569,486429,247259,161219,548316,0132,793,274
Special Mention1,2005345399683,241
Substandard5,77234,3439,6137,30824,12981,165
Doubtful
Total1,001,019575,258464,124269,313226,856341,1102,877,680
Commercial Real Estate
Pass2,482,366990,887358,422186,80028,758602,4124,649,645
Special Mention32,35112,13816,48715,00075,976
Substandard12,57518,04323,5071,29855,423
Doubtful
Total2,482,3661,023,238383,135221,33067,265603,7104,781,044
Commercial & Industrial - Non-RE
Pass435,22866,22625,62961,9329,2681,388,4351,986,718
Special Mention13186710909
Substandard2,98828,3599,15440,501
Doubtful
Total438,22994,58534,78362,1189,9781,388,4352,028,128
Auto & Consumer
Pass352,468107,88243,37737,00816,1478,891565,773
Special Mention204188241101527
Substandard157311224205256928
Doubtful
Total352,829108,38143,62537,32316,1728,898567,228
Other
Pass3,0576,1851,09172111,054
Special Mention
Substandard463480
Doubtful
Total3,0576,185461,09175511,134
Total
Pass5,756,9652,340,7201,259,387848,900554,060874,3282,232,77213,867,132
Special Mention1,41732,53917,48619,82719,83511,94038,637141,681
Substandard3,14536,73060,27046,26836,79560,3571,298244,863
Doubtful
Total$5,761,527 $2,409,989 $1,337,143 $914,995 $610,690 $946,625$2,272,707$—       $14,253,676
As a % of total gross loans40.42%16.91%9.38%6.42%4.28%6.64%15.95%—%100.0%
The Company considers the performance of the loan and lease portfolio and its impact on the allowance for loan and leasecredit losses. The Company also evaluates credit quality based on the aging status of its loans and leases.loans. During the year, the Company holds certain short-term loans that do not have a fixed maturity date that are treated as delinquent if not paid in full 90 days after the origination date.
The Company took proactive measures to manage loans that became delinquent during the economic downturn as a result of the COVID-19 pandemic. As of June 30, 2022, no loans were on forbearance status for forbearance granted as a result of COVID-19. Any forbearance granted as a result of COVID-19 was for six months or less.
F-33


The following tables provide the outstanding unpaid balance of loans and leases that are past due 30 days or more by portfolio class as of the dates indicated:
 June 30, 2022
(Dollars in thousands)30-59 Days60-89 Days90+ DaysTotal
Single Family-Mortgage & Warehouse$5,167 $1,518 $63,286 $69,971 
Multifamily and Commercial Mortgage9,455 2,115 26,556 38,126 
Commercial Real Estate— 14,852 — 14,852 
Commercial & Industrial - Non-RE— — — — 
Auto & Consumer4,865 1,009 466 6,340 
Other413 — 193 606 
Total$19,900 $19,494 $90,501 $129,895 
As a % of gross loans0.14 %0.14 %0.63 %0.91 %
June 30, 2021
(Dollars in thousands)30-59 Days60-89 Days90+ DaysTotal
Single Family-Mortgage & Warehouse$24,150 $46,552 $69,169 $139,871 
Multifamily and Commercial Mortgage7,991 1,816 12,122 21,929 
Commercial Real Estate36,786 — — 36,786 
Commercial & Industrial - Non-RE— — 2,960 2,960 
Auto & Consumer601 306 235 1,142 
Other— — — — 
Total$69,528 $48,674 $84,486 $202,688 
As a % of gross loans0.60 %0.42 %0.73 %1.75 %
Loans reaching 90+ days past due are placed on non-accrual as required under Company policy. No loans 90+ days past due were still accruing interest as of June 30, 2022 and June 30, 2021.
Credit Risk Concentration
Concentrations of credit risk arise when a number of borrowers are engaged in similar business activities in the same geographic region, or when they have similar economic features that would cause their ability to meet contractual obligations to be similarly affected by changes in economic conditions.
Concentrations of 10% or more existed in the Single Family, Multifamily and Commercial Real Estate loan categories at June 30, 2022 and June 30, 2021.
At June 30, 2022, California accounted for 70.6% and New York accounted for 13.0% of loans in the Single Family loan category. California accounted for 68.3% and New York accounted for 18.8% of loans in the Multifamily loan category. California accounted for 11.9% and New York accounted for 40.5% of loans in the Commercial Real Estate loan category.
At June 30, 2021, California accounted for 72.4% and New York accounted for 12.8% of loans in the Single Family loan category. California accounted for 72.5% and New York accounted for 14.5% of loans in the Multifamily loan category. California accounted for 12.4% and New York accounted for 54.2% of loans in the Commercial Real Estate loan category.
Unfunded Loan Commitment Liabilities
Unfunded loan commitment liabilities are included in “Accounts payable, accrued liabilities and other liabilities” in the Consolidated Balance Sheets. Provisions for the unfunded loan commitments are included in the Consolidated Statements of Income in “General and administrative expenses”.
F-34
 June 30, 2019
(Dollars in thousands)
30-59 Days Past
Due
 
60-89 Days Past
Due
 90+ Days Past Due Total
Single family real estate secured:       
Mortgage       
In-house originated$12,008
 $15,616
 $35,700
 $63,324
Purchased228
 
 1,458
 1,686
Multifamily real estate secured       
In-house originated1,684
 
 1,588
 3,272
Auto and RV secured       
In-house originated476
 155
 17
 648
Other250
 229
 216
 695
Total$14,646
 $16,000
 $38,979
 $69,625
As a % of gross loans and leases0.15% 0.17% 0.41% 0.73%



 June 30, 2018
(Dollars in thousands)30-59 Days Past
Due
 60-89 Days Past
Due
 90+ Days Past Due Total
Single family real estate secured:       
Mortgage       
In-house originated$7,830
 $3,240
 $22,009
 $33,079
Purchased354
 105
 1,183
 1,642
Home equity       
In-house originated
 
 16
 16
Multifamily real estate secured       
In-house originated410
 
 
 410
Auto and RV secured       
In-house originated284
 22
 9
 315
Commercial & Industrial300
 
 2,362
 2,662
Other79
 111
 111
 301
Total$9,257
 $3,478
 $25,690
 $38,425
As a % of gross loans and leases0.11% 0.04% 0.30% 0.45%


The following tables present a summary of the activity in the unfunded loan commitment liabilities for the periods indicated:

Year Ended June 30,
(Dollars in thousands)202220212020
BALANCE—beginning of year$5,723 $323 $227 
Effect of Adoption of ASC 326— 5,700 — 
Provision5,250 (300)96 
BALANCE—end of year$10,973 $5,723 $323 

6.OFFSETTING OF SECURITIES FINANCING AGREEMENTS
6.    OFFSETTING OF SECURITIES FINANCING AGREEMENTS
The Company enters into securities borrowed and securities loaned transactions. The Company executes these transactions to facilitate customer match-book activity, cover short positions and customer securities lending. The Company manages credit exposure from certain transactions by entering into master securities lending agreements. The relevant agreements allow for the efficient closeout of transactions, liquidation and set-off of collateral against the net amount owed by the counterparty following a default. Default events generally include, among other things, failure to pay, insolvency or bankruptcy of a counterparty.
The following table presents information about the offsetting of these instruments and related collateral amounts as of June 30, 2019:of:
June 30, 2022
(Dollars in thousands)Gross Assets / LiabilitiesAmounts OffsetNet Balance Sheet AmountFinancial CollateralNet Assets / Liabilities
Assets:
Securities borrowed$338,980 $— $338,980 $338,980 $— 
Liabilities:
Securities loaned$474,400 $— $474,400 $474,400 $— 
(Dollars in thousands)Gross Assets / Liabilities Amounts Offset Net Balance Sheet Amount Financial Collateral Net Assets / Liabilities
Assets:         
Securities borrowed$144,706
 $
 $144,706
 $144,706
 $
Liabilities:         
Securities loaned$198,356
 $
 $198,356
 $198,356
 $

June 30, 2021
(Dollars in thousands)Gross Assets / LiabilitiesAmounts OffsetNet Balance Sheet AmountFinancial CollateralNet Assets / Liabilities
Assets:
Securities borrowed$619,088 $— $619,088 $619,088 $— 
Liabilities:
Securities loaned$728,988 $— $728,988 $728,988 $— 
The securities loaned transactions represent equities with an overnight and open maturity classification.


F-35


7.CUSTOMER, BROKER-DEALER AND CLEARING RECEIVABLES AND PAYABLES
7.    CUSTOMER, BROKER-DEALER AND CLEARING RECEIVABLES AND PAYABLES
Customer, broker-dealer and clearing receivables and payables consisted of the following at June 30, 2019:
(Dollars in thousands)June 30, 2019
Receivables: 
Customers$188,384
Broker-dealer and clearing organizations: 
Receivable from broker-dealers1
11,022
Securities failed to deliver3,092
Other694
Total customer, broker-dealer and clearing receivables$203,192
  
Payables: 
Customers$219,162
Broker-dealer and clearing organizations: 
Payable to broker-dealers10,995
Securities failed to receive8,447
Total customer, broker-dealer and clearing payables$238,604
2022:
At June 30,
(Dollars in thousands)20222021
Receivables:
Customers$309,216 $326,176 
Broker-dealer and clearing organizations:
Receivable from broker-dealers101,960 38,887 
Securities failed to deliver6,241 4,752 
Total customer, broker-dealer and clearing receivables$417,417 $369,815 
Payables:
Customers$486,625 $497,098 
Broker-dealer and clearing organizations:
Payable to broker-dealers18,601 31,203 
Securities failed to receive6,428 7,124 
Total customer, broker-dealer and clearing payables$511,654 $535,425 
1. Includes broker-dealer reserve for bad debt of $17.1 million..

8. FURNITURE, EQUIPMENT AND SOFTWARE
A summary of the cost and accumulated depreciation and amortization for leasehold improvements, furniture, equipment and software is as follows:
 At June 30,
(Dollars in thousands)2019 2018
Leasehold improvements$5,481
 $1,953
Furniture and fixtures7,049
 5,418
Computer hardware and equipment20,991
 13,863
Software41,930
 27,605
Total75,451
 48,839
Less accumulated depreciation and amortization(42,280) (27,385)
Furniture, equipment and software—net1
$33,171
 $21,454

At June 30,
(Dollars in thousands)20222021
Leasehold improvements$5,698 $5,556 
Furniture and fixtures10,608 7,793 
Computer hardware and equipment25,665 24,396 
Software78,848 60,086 
Total120,819 97,831 
Less accumulated depreciation and amortization(84,610)(71,535)
Furniture, equipment and software—net1
$36,209 $26,296 
1Furniture, equipment and software are included in the other assets line on the consolidated balance sheet.
Depreciation and amortization expense in respect of leasehold improvements, furniture, equipment and software for the years ended June 30, 2019, 20182022, 2021 and 20172020 was $11,667, $7,923$13.1 million, $14.4 million and $6,094,$14.9 million, respectively.

9. GOODWILL AND INTANGIBLE ASSETS
The Company’s goodwill of $71.2 million as of June 30, 2019 increased from the $35.7 million at June 30, 2018 as a result of the acquisition of COR Clearing, which is a full-service correspondent clearing firm for introducing broker-dealers.
Company recorded goodwill on April 4, 2018 incident to its acquisition of the bankruptcy trustee and fiduciary services business of Epiq.
Management has evaluated and continues to monitor all key factors impacting the carrying value of the Company’s recorded goodwill and long-lived assets. Adverse changes in the Company’s actual or expected operating results, market capitalization, business climate, economic factors or other negative events that may be outside the control of management could result in material non-cash impairment charges in the future.



The following table summarizes the activity in the Company’s goodwill balance as of the dates indicated:
(Dollars in thousands)Total
Balance as of June 30, 2020$71,222 
Goodwill from acquisitions— 
Balance as of June 30, 202171,222 
Goodwill from acquisitions24,452 
Balance as of June 30, 2022$95,674 
(Dollars in thousands)Total
Balance at July 1, 2018$35,719
Goodwill incident to acquisitions35,503
Balance at June 30, 2019$71,222
F-36




There was no goodwill impairment identified for the fiscal years ended June 30, 2022 and June 30, 2021.
The Company’s acquired intangible assets are summarized as follows as of the dates indicated:
  June 30, 2019 June 30, 2018
(Dollars in thousands) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount
Covenant not to compete $930
 $291
 $639
 $930
 $58
 $872
Customer relationships 31,310
 1,886
 29,424
 9,820
 243
 9,577
Customer deposit intangible 13,545
 1,436
 12,109
 
 
 
Developed technologies 23,050
 1,720
 21,330
 21,680
 326
 21,354
Trade name 290
 121
 169
 290
 24
 266
Total intangible assets $69,125
 $5,454
 $63,671
 $32,720
 $651
 $32,069



June 30, 2022June 30, 2021
(Dollars in thousands)Gross Carrying AmountAccumulated AmortizationNet Carrying AmountGross Carrying AmountAccumulated AmortizationNet Carrying Amount
Covenant not to compete$1,060 $1,038 $22 $930 $756 $174 
Customer relationships46,960 10,654 36,306 31,310 7,110 24,200 
Customer deposit intangible13,545 7,655 5,890 13,545 5,829 7,716 
Developed technologies34,040 15,905 18,135 23,050 10,769 12,281 
Trademark378 — 378 378 — 378 
Trade name580 580 — 290 290 — 
Total intangible assets$96,563 $35,832 $60,731 $69,503 $24,754 $44,749 
The weighted-average useful lives remaining of intangible assets at the timeas of acquisitionJune 30, 2022 were as follows:

Weighted-Average
Useful Lives (Years)
Covenant not to compete0.17
Customer relationships11.41
Customer deposit intangible6.42
Developed technologies2.93
Weighted-Average
Useful Lives (Years)
Covenant not to compete4
Customer relationships12
Customer deposit intangible10
Developed technologies5
Trade name3


The amortization expense for intangible assets that are subject to amortization was $4,803$11.1 million and $9.8 million for the yearyears ended June 30, 2019.2022 and 2021, respectively. Each intangible asset subject to amortization is amortized using the straight-line method over the estimated useful life of the asset. Trademark is an indefinite life intangible. Estimated future amortization expense related to finite-lived intangible assets at June 30, 20192022 is as follows:
(Dollars in thousands)Amortization Expense
For the fiscal year ending June 30,
2023$10,730 
202410,239 
20256,750 
20265,615 
20275,369 
Thereafter21,650 
Total$60,353 
(Dollars in thousands)Amortization Expense
For the fiscal year ending June 30, 
2020$9,503
20219,795
20228,441
20238,020
20247,551
Thereafter20,361
Total$63,671


F-37


10.    LEASES
The Company leases office space under operating lease agreements scheduled to expire at various dates. Operating lease expense for the years ended June 30, 2022, 2021 and 2020 was $10.8 million, $10.6 million, and $10.5 million, respectively.
Supplemental balance sheet information related to leases as follows:
Years End June 30,
(Dollars in thousands)20222021
Operating lease right-of-use assets$69,196 $64,077 
Operating lease liabilities74,878 70,119 
Weighted-average remaining lease term:
Operating leases7.53 years8.30 years
Weighted-average discount rate:
Operating leases2.79 %2.90 %
Supplemental cash flow information related to leases is as follows:
Years End June 30,
(Dollars in thousands)20222021
Cash paid for amounts included in the measurement of lease liabilities for operating leases:
Operating cash flows$9,888 $8,875 
Maturities of Operating Lease Liabilities.The Company leases office space under operating lease agreements scheduled to expire at various dates. The following table represents maturities of lease liabilities as of June 30, 2022:
(Dollars in thousands)
Within one year$10,509 
After one year and within two years10,914 
After two years and within three years11,104 
After three years and within four years10,806 
After four years and within five years10,865 
After five years29,356 
Total lease payments83,554 
Less: amount representing interest(8,676)
Total Lease Liability$74,878 
As of June 30, 2022, the Company is in compliance with all covenants contained in lease agreements.

F-38


10.11. DEPOSITS
Deposit accounts are summarized as follows:
At June 30,At June 30,
2019 2018 20222021
(Dollars in thousands)Amount 
Rate1
 Amount 
Rate1
(Dollars in thousands)Amount
Rate1
Amount
Rate1
Non-interest bearing$1,441,930
 % $1,015,355
 %Non-interest bearing$5,033,970 — %$2,474,424 — %
Interest bearing:       Interest bearing:
Demand2,709,014
 2.06% 2,519,845
 1.60%Demand3,611,889 0.61 %3,369,845 0.15 %
Savings2,466,214
 1.48% 2,482,430
 1.31%Savings4,245,555 0.95 %3,458,687 0.21 %
5,175,228
 1.78% 5,002,275
 1.46%7,857,444 0.79 %6,828,532 0.18 %
Time deposits:       Time deposits:
$250 and under1,866,811
 2.47% 1,837,274
 2.34%$250 and under651,392 1.22 %1,070,139 1.30 %
Greater than $250499,204
 2.27% 130,446
 2.05%Greater than $250403,616 1.41 %442,702 1.03 %
Total time deposits2,366,015
 2.43% 1,967,720
 2.32%Total time deposits1,055,008 1.25 %1,512,841 1.22 %
Total interest bearing2
7,541,243
 1.99% 6,969,995
 1.70%
Total interest bearing2
8,912,452 0.85 %8,341,373 0.37 %
Total deposits$8,983,173
 1.67% $7,985,350
 1.48%Total deposits$13,946,422 0.54 %$10,815,797 0.29 %
1 Based on weighted-average stated interest rates at end of period.
2 The total interest-bearing includes brokered deposits of $1,124.0$1,032.7 million and $2,055.9$621.4 million as of June 30, 20192022 and June 30, 2018,2021, respectively, of which $796.7$250.0 million and $1,692.8$380.0 million, respectively, are time deposits classified as $250 and under.

The scheduledAt June 30, 2022, remaining maturities of uninsured time deposits greater than $250 were $29.6 million. Scheduled maturities of all time deposits are as follows:
 At June 30,
(Dollars in thousands)2019
Within 12 months$1,306,072
13 to 24 months351,374
25 to 36 months99,502
37 to 48 months126,525
49 to 60 months24,978
Thereafter457,564
Total$2,366,015

(Dollars in thousands)June 30, 2022
Within 12 months$742,804 
13 to 24 months155,376 
25 to 36 months141,841 
37 to 48 months9,037 
49 to 60 months5,950 
Total$1,055,008 
At June 30, 20192022 and 2018,2021, the Company had deposits from certain executive officers, directors and their affiliates in the amount of $5,623$5.7 million and $4,964,$3.2 million, respectively.

F-39


11.12. ADVANCES FROM THE FEDERAL HOME LOAN BANK
At June 30, 20192022 and 2018,2021, the Company’s fixed-rate FHLB advances had interest rates that ranged from 1.36%1.68% to 2.89%2.82% with a weighted average of 2.39%2.26% and ranged from 1.36%0.15% to 3.32%2.86% with a weighted average of 2.14%1.18%, respectively.
Fixed-rate advances from FHLB are scheduled to mature as follows:
 At June 30,
 2019 2018
(Dollars in thousands)Amount 
Weighted-
Average Rate
 Amount 
Weighted-
Average Rate
Within one year1
$286,000
 2.38% $229,500
 2.02%
After one but within two years65,000
 2.30% 55,000
 1.79%
After two but within three years50,000
 2.47% 65,000
 2.30%
After three but within four years27,500
 2.08% 50,000
 2.47%
After four but within five years
 % 27,500
 2.08%
After five years30,000
 2.82% 30,000
 2.82%
Total$458,500
 2.39% $457,000
 2.14%

At June 30,
 20222021
(Dollars in thousands)AmountWeighted-
Average Rate
AmountWeighted-
Average Rate
Within one year1
$27,500 2.08 %$236,000 0.64 %
After one but within two years— — %27,500 2.08 %
After two but within three years30,000 2.82 %— — %
After three but within four years— — %30,000 2.82 %
After four but within five years— — %— — %
After five years60,000 2.07 %60,000 2.07 %
Total$117,500 2.26 %$353,500 1.18 %
1. Within one year category includes of term advances of $231,000$0 and $147,500$186,000 at June 30, 20192022 and 2018,2021, respectively.

The Company’s advances from the FHLB were collateralized by certain real estate loans with an aggregate unpaid balance of $4,684,088$3,823.1 million and $4,687,166$4,286.1 million at June 30, 20192022 and 2018,2021, respectively, by the Company’s investment in capital stock of the FHLB of San Francisco and by its investment in mortgage-backed securities. Generally, each advance carries a prepayment penalty and is payable in full at its maturity date.
The maximum amounts advanced at any month-end during the period from the FHLB were $3,424,000, $2,240,000,$1,360.5 million, $353.5 million, and $1,317,000$1,462.5 million during the years ended June 30, 2019, 2018,2022, 2021, and 2017,2020, respectively. At June 30, 2019,2022, the Company had $1,952,094$2,014.2 million available immediately and $350$3,893.3 million available with additional collateral for advances from the FHLB for terms up to ten years.
12.13. BORROWINGS, SUBORDINATED NOTES AND DEBENTURES
The following table sets forth the composition of the borrowings, subordinated notes and debentures as of the dates indicated:
(Dollars in thousands)June 30, 2019
 June 30, 2018
Borrowings from other banks$106,800
 $
Subordinated loans7,400
 
Subordinated notes51,000
 51,000
Subordinated debentures5,155
 5,155
Less unamortized issuance costs1,426
 1,603
Total borrowings, subordinated notes and debentures$168,929
 $54,552

(Dollars in thousands)June 30, 2022June 30, 2021
Borrowings from other banks$111,500 $36,200 
Subordinated loans7,400 7,400 
Subordinated notes325,000 175,000 
Junior subordinated debentures5,155 5,155 
Less unamortized issuance costs(3,811)(2,397)
Total borrowings, subordinated notes and debentures$445,244 $221,358 
Borrowings from other banks. Axos Clearing has a total of $155.0$150.0 million uncommitted secured lines of credit available for borrowing as needed.borrowing. As of June 30, 2019,2022, there was $106.8$58.4 million outstanding. These credit facilities bear interest at rates based on the Federal Funds rate and borrowings are due upon demand. The weighted average interest rate on the borrowings at June 30, 20192022 was 3.84%.2.99%, a rate blending fixed and variable components.
Axos Clearing has a $35.0$75.0 million committed unsecured line of credit available for limited purpose borrowing. As of June 30, 2019,2022, there was $0.0$53.1 million outstanding. This credit facility bears interest at rates based on the Federal Funds rate and areis due upon demand. The unsecured line of credit requires Axos Clearing to operate in accordance of specific covenants surrounding capital and debt ratios. Axos Clearing was in compliance of all covenants as of June 30, 2019.2022.
Subordinated Loans. The Company issued subordinated notes totaling $7.5 million on January 28, 2019, to the principal stockholders of COR Securities in an equal principal amount, with a maturity of 15 months, to serve as the sole source of payment of indemnification obligations of the principal stakeholdersstockholders of COR Securities under the Merger Agreement. Interest accrues at a rate of 6.25% per annum. During the three monthsfiscal year ended June 30, 2019, $0.1 million of subordinated loans were repaid. The Company is in the process of making an indemnification claim against the $7.4 million remaining.
F-40


Subordinated Notes. In March 2016,September 2020, the Company completed the sale of $51,000$175.0 million aggregate principal amount of its 6.25%4.875% Fixed-to-Floating Rate Subordinated Notes due February 28, 2026October 1, 2030 (the “Notes”“Notes 2030”). The Company received $51,000 in gross proceeds as a part of this transaction,


before the 3.15% underwriting discount and other offering expenses. The Notes 2030 mature on February 28, 2026October 1, 2030 and accrue interest at a fixed rate of 6.25% per annum withequal to 4.875%, payable semi-annually in arrears on April 1 and October 1 of each year, commencing on April 1, 2021. From and including October 1, 2025, to, but excluding October 1, 2030 or the date of early redemption, the Notes 2030 will bear interest at a floating rate per annum equal to a benchmark rate (which is expected to be the Three-Month Term Secured Overnight Financing Rate) plus a spread of 476 basis points, payable quarterly.quarterly in arrears on January 1, April 1, July 1 and October 1 of each year, commencing on January 2026. The Notes 2030 may be redeemed on or after March 31, 2021,October 1, 2025, which date may be extended at the Company’s discretion, at a redemption price equal to principal plus accrued and unpaid interest, subject to certain conditions. Fees and costs incurred in connection with the debt offering amortize to interest expense over the term of the Notes 2030.
In February 2022, the Company completed the sale of $150.0 million aggregate principal amount of its 4.00% Fixed-to-Floating Rate Subordinated Notes (the “Notes”). The Notes are obligations only of Axos Financial, Inc. The Notes mature on March 1, 2032 and accrue interest at a fixed rate per annum equal to 4.00%, payable semi-annually in arrears on March 1 and September 1 of each year, commencing on September 1, 2022. From and including March 1, 2027, to, but excluding March 1, 2032 or the date of early redemption, the Notes will bear interest at a floating rate per annum equal to a benchmark rate of the Three-Month Term SOFR plus a spread of 227 basis points, payable quarterly in arrears on March 1, June 1, September 1 and December 1 of each year, commencing on June 1, 2027. The Notes may be redeemed on or after March 1, 2027, which date may be extended at the Company’s discretion, at a redemption price equal to principal plus accrued and unpaid interest, subject to certain conditions. Fees and costs incurred in connection with the debt offering amortize to interest expense over the term of the Notes.
Junior Subordinated Debentures. On December 13, 2004, the Company entered into an agreement to form an unconsolidated trust which issued $5,000$5.0 million of trust preferred securities in a transaction that closed on December 16, 2004. The net proceeds from the offering were used to purchase $5,155$5.2 million of junior subordinated debentures (“Debentures”) of the Company with a stated maturity date of February 23, 2035. The Debentures are the sole assets of the trust. The trust preferred securities are mandatorily redeemable upon maturity, or upon earlier redemption as provided in the indenture. The Company has the right to redeem the Debentures in whole (but not in part) on or after specific dates, at a redemption price specified in the indenture plus any accrued but unpaid interest through the redemption date. Interest accrues at the rate of three-month LIBOR plus 2.4% for a rate of 4.92%3.90% as of June 30, 2019,2022, with interest paid quarterly starting February 16, 2005.
The Bank has the ability to borrow short-term from the Federal Reserve BankFRBSF Discount Window. At June 30, 20192022 and 20182021 there were no amounts outstanding and the available borrowings from this source were $1,601,962$2,823.5 million and $917,017,$2,091.3 million, respectively. The 20192022 available borrowings would be collateralized by residential real estate loans and certain C&I loans. The Bank has additional unencumbered collateral that could be pledged to the Federal Reserve BankFRBSF Discount Window to increase borrowing liquidity.
The Bank has federal funds lines of credit with two major banks totaling $35,000.$175.0 million. At June 30, 20192022 and 20182021 the Bank had no outstanding balances on these lines.
F-41
13.


14. INCOME TAXES
The provision for income taxes is as follows:
 At June 30,
(Dollars in thousands)2019 2018 2017
Current:     
Federal$42,065
 $50,170
 $74,053
State24,296
 20,084
 26,120
 66,361
 70,254
 100,173
Deferred:     
Federal(5,483) 15,509
 (1,886)
State(3,203) 1,525
 (334)
 (8,686) 17,034
 (2,220)
Total$57,675
 $87,288
 $97,953

At June 30,
(Dollars in thousands)202220212020
Current:
Federal$64,800 $61,827 $51,893 
State43,843 37,037 33,852 
108,643 98,864 85,745 
Deferred:
Federal(5,600)(5,562)(3,814)
State(3,800)(3,266)(2,737)
(9,400)(8,828)(6,551)
Total$99,243 $90,036 $79,194 
The differences between the statutory federal income tax rate and the effective tax rates are summarized as follows:
At June 30,
202220212020
Statutory federal tax rate21.00 %21.00 %21.00 %
Increase (decrease) resulting from:
State taxes—net of federal tax benefit9.13 %8.70 %9.27 %
Cash surrender value(0.26)%(0.01)%(0.02)%
Deferred tax asset write-off— %— %0.77 %
Tax credits(0.44)%(0.59)%(0.77)%
Non-taxable income(0.09)%(0.09)%(0.10)%
Excess benefit RSU vesting(1.31)%(0.64)%(0.05)%
Other1.16 %1.08 %0.05 %
Effective tax rate29.19 %29.45 %30.15 %
 At June 30,
 2019 2018 2017
Statutory federal tax rate21.00 % 28.10 % 35.00 %
Increase (decrease) resulting from:     
State taxes—net of federal tax benefit8.66 % 7.85 % 7.23 %
Tax reform deferred tax remeasurement % 3.83 %  %
Cash surrender value(0.06)% (0.02)% (0.03)%
Tax credits(1.55)% (2.38)% (0.19)%
Non-taxable income(0.15)% (0.19)% (0.28)%
Excess benefit RSU vesting(0.95)% (1.00)%  %
Other0.15 % 0.23 % 0.37 %
Effective tax rate27.10 % 36.42 % 42.10 %

F-42




The components of the net deferred tax asset are as follows:
 At June 30,
(Dollars in thousands)2019 2018
Deferred tax assets:   
Allowance for loan and lease losses and charge-offs$24,356
 $15,829
State taxes2,087
 2,164
Stock-based compensation expense5,435
 3,432
Unrealized net (gains) losses on securities
 225
Deferred bonus / vacation1,307
 761
Securities impaired268
 
Deferred loan fees2,138
 1,372
Net operating loss carryforward3,130
 
Total deferred tax assets38,721
 23,783
Deferred tax liabilities:   
Acquisition intangible asset(6,367) 
FHLB stock dividend(837) (833)
Other assets—prepaids(1,839) (1,513)
Depreciation and amortization(5,598) (3,480)
Unrealized net gains on securities(118) 
Total deferred tax liabilities(14,759) (5,826)
Net deferred tax asset1
$23,962
 $17,957

At June 30,
(Dollars in thousands)20222021
Deferred tax assets:
Allowance for credit losses$59,045 $51,663 
State taxes949 903 
Stock-based compensation expense5,101 4,891 
Unrealized net losses on securities1,261 — 
Accrued compensation2,533 3,388 
Securities impaired270 266 
Non-accrual loan interest income2,608 4,182 
Lease liability24,626 22,730 
Net operating loss carryforward1,273 1,811 
Other liabilities – accruals3,116 — 
Total deferred tax assets100,782 89,834 
Deferred tax liabilities:
FHLB stock dividend(842)(830)
Other assets—prepaids(2,083)(2,717)
Depreciation and amortization(8,838)(9,998)
Operating lease right-of-use asset(22,757)(20,771)
Unrealized net gains on securities— (1,155)
Total deferred tax liabilities(34,520)(35,471)
Net deferred tax asset1
$66,262 $54,363 
1Net deferred tax asset is included in the other assets line on the consolidated balance sheet.
The Company records deferred tax assets for net operating losses when the benefit is more likely than not to be realized. As of June 30, 2022, the Company had federal net operating loss carryforwards of approximately $5.1 million. The annual 382 limitation is approximately $2.3 million for federal purposes. The Company also had state net operating loss carryforwards of $1.7 million. Of this amount, $1.6 million is subject to an annual 382 limitation of approximately $0.1 million for state purposes. These carryforwards begin to expire in 2034 and 2035 for federal and state purposes, respectively.
The Company establishes a valuation allowance if, based on the weight of available evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized. As of June 30, 2019 and 2018,2022, relating to a $2.4 million state net operating loss, the Company believes that it will haverecognized a tax effected valuation allowance of $0.2 million. As of June 30, 2022 and 2021, the Company forecasts sufficient future consolidated earnings to realize its remaining deferred tax asset and has not provided for an additional allowance.
The following is a reconciliation of the beginning and ending amount of unrecognized tax positions for the periods presented:
(Dollars in thousands)2019 2018 2017
Balance—beginning of period$1,135
 $865
 $880
Additions—current year tax positions107
 142
 180
Additions—prior year tax positions
 149
 17
Reductions—prior year tax positions(158) (21) (212)
Total liability for unrecognized tax positions—end of period$1,084
 $1,135
 $865

(Dollars in thousands)202220212020
Balance—beginning of period$3,369 $813 $1,084 
Additions—current year tax positions690 355 115 
Additions—prior year tax positions481 2,205 31 
Reductions—prior year tax positions(233)(4)(417)
Total liability for unrecognized tax positions—end of period$4,307 $3,369 $813 
The Company is subject to federal income tax and income tax of state taxing authorities. The Company’s federal income tax returns for the years ended June 30, 2016, 2017,2019, 2020, and 20182021 and its state taxing authorities income tax returns for the years ended June 30, 2015, 2016, 20172018, 2019, 2020 and 20182021 are open to audit under the statutes of limitations by the Internal Revenue Service and state taxing authorities.
As a result of legislation commonly referred to as the Tax Cuts and Jobs Act (the “Tax Act”) that was enacted on December 22, 2017, during the quarter ended December 31, 2017, the Company revised its estimated annual effective rate to reflect a change in the federal statutory rate from 35.0% to 21.0%. The Tax Act makes broad and complex changes to the U.S. tax code that affect the Company’s fiscal year ended June 30, 2018, including reducing the U.S. federal corporate statutory tax rate to 21.0% beginning January 1, 2018, which results in a blended federal corporate statutory tax rate of 28.1% for the Company’s fiscal year ended June 30, 2018 that is based on the applicable tax rates before and after the Tax Act and the number of days in the fiscal year.
During the quarter ended December 31, 2017, the Company revalued the deferred tax balance to reflect the new corporate tax rate, which resulted in a decrease in net deferred tax assets of $9,189. As a result, income tax expense reported for the fiscal year ended June 30, 2018 was adjusted to reflect the effects of the change in the tax law and the application of the newly enacted rates to existing deferred balances.
During the quarter ended March 31, 2019 the Company acquired COR Securities Holdings. The Company recognized a deferred tax liability of $2.2 million. The ending COR Securities Holding deferred tax liability for the quarter ended June 30, 2019 has been updated to reflect activity since the acquisition.


Additionally, the Company received federal and state tax credits for the yearyears ended June 30, 2019.2022, 2021, and 2020, respectively. These tax credits reduced the effective tax rate by approximately 1.55%.0.44%, 0.59%, and 0.77% respectively.
F-43
14.


15. STOCKHOLDERS’ EQUITY
Common Stock. Changes in common stock issued and outstanding were as follows:
 At June 30,
 2019 2018 2017
 Issued Outstanding Issued Outstanding Issued Outstanding
Beginning of year:65,796,060
 62,688,064
 65,115,932
 63,536,244
 64,513,494
 63,219,392
Repurchase of treasury stock
 (2,009,352) 
 (1,233,491) 
 
Common stock issued through grants of restricted stock units767,862
 450,105
 680,128
 385,311
 602,438
 316,852
End of year:66,563,922
 61,128,817
 65,796,060
 62,688,064
 65,115,932
 63,536,244


Common Stock Repurchases. On March 17, 2016, the Board of Directors of the Company (the “Board”), authorized a program to repurchase up to $100 million of common stock. The new share repurchase authorization replacesstock and extended the previous share repurchase plan approvedprogram by an additional $100 million on July 5, 2005.August 2, 2019. The Company may repurchase shares on the open market or through privately negotiated transactions at times and prices considered appropriate, at the discretion of the Company, and subject to its assessment of alternative uses of capital, stock trading price, general market conditions and regulatory factors. The repurchase program does not obligate the Company to acquire any specific number of shares. The share repurchase program will continue in effect until terminated by the Board of Directors ofBoard. Under the Company. As of June 30,August 2, 2019 authorization, the Company has repurchased a total of $91.6$47.2 million, or 3,242,8432,399,853 common shares at an average price of $28.25$19.68 per share with $8.4and there remains $52.8 million remaining under the current board authorizedplan. The Company did not repurchase common stock repurchase program.during the year ended June 30, 2022. During the year ended June 30, 2021, the Company repurchased a total of $16.8 million, or 753,597 common shares at an average price of $22.24 per share. The Company accounts for treasury stock using the cost method as a reduction of shareholders’ equity in the accompanying consolidated financial statements. On August 2, 2019, the Board of Directors of the Company authorized an additional program to repurchase up to $100 million of AX common stock. This share repurchase authorization is in addition to the existing share repurchase plan and has similar characteristics.
Preferred Stock. On October 28, 2003, theThe Company commenced a private placementredeemed for cash all 515 outstanding shares of Series A-6% Cumulative Nonparticipating Perpetual Preferred Stock (the “Series A preferred stock”). The Series A preferred stock pays a six percent (6%) per annum cumulative dividend payable quarterly andon October 30, 2020, at the Company’s right to redeem some or all of the remaining 515 shares at $10,000 face value outstanding shares.$10,000 liquidation price per share plus accrued dividends.
DuringDividends totaling $0.1 million were declared for the fiscal year ended June 30, 2004, the Company issued $6,750 of Series A2021, an amount less than prior years as preferred stock convertible through January 1, 2009, representing 675 shares at $10,000 face value, less issuance costs of $113. Beforewas redeemed before the expiration of the conversion right, holders of the Series A converted 160 shares of Series A preferred to common stock.full year. The Company has declared dividends to holders of its Series A preferred stock totaling $309$0.3 million for each of the yearsyear ended June 30, 2019, 2018, and 2017, respectively.2020.
15.16. STOCK-BASED COMPENSATION
The Company has an equity incentive plan, the 2014 Stock Incentive Plan, (“2014 Plan”), which provides for the granting of non-qualified and incentive stock options, restricted stock and restricted stock units, stock appreciation rights and other awards to employees, directors and consultants. The Plan is designed to encourage selected employees and directors to improve operations and increase profits, and to accept or continue employment or association with the Company through participation in the growth in the value of the common stock. The Plan requires that option exercise prices be not less than fair market value per share of common stock on the option grant date for incentive and non-qualified options. The options issued under the Plans generally vest in between three and five years. Option expiration dates are established by the Plans’ administrator but may not be later than ten years after the date of the grant.
2014 Stock Incentive Plan. In September and October 2014,2021, the Company’s Board of Directors and stockholders, respectively, approved the 2014 Plan, respectively.as amended and restated. The maximum number of shares of common stock availableauthorized for issuance pursuant to awards under the 2014 Plan is 3,680,000.
Restricted Stock Units.During the fiscal year ended June 30, 2017, the Company’s Board of Directors granted 555,611 restricted stock units to employees and directors. The chief executive officer received 288,000 restricted stock units, which vest ratably on each of the four fiscal year ends after the issue date. All other5,680,000, less restricted stock unit awards granted, during the year ended June 30, 2017, vest over three years, one-third on each anniversary of the grant date and 570,764 shares were vested and issued and 92,251 shares were canceled as of June 30, 2017.


During the fiscal year ended June 30, 2018, the Company’s Board of Directors granted 587,022plus any restricted stock units to employees and directors. The chief executive officer received 160,000 restricted stock units, which vest ratably on each ofthat become available upon the four fiscal year ends afterforfeiture, expiration, cancellation or settlement in cash awards outstanding under the issue date. All other restricted stock unit awards granted during the year ended2014 Plan. At June 30, 2018, vest over three years, one-third on each anniversary2022, 1,883,720 shares of common stock remained available for issuance pursuant to grant awards under the grant date and 629,755 shares were vested and issued and 123,858 shares were canceled as of June 30, 2018.
During the fiscal year ended June 30, 2019, the Company’s Board of Directors granted 623,249 restricted stock units to employees and directors. The chief executive officer received 480,000 restricted stock units, which vest ratably on each of the four fiscal year ends after the issue date. All other restricted stock unit awards granted during the year ended June 30, 2019, vest over three years, one-third on each anniversary of the grant date and 699,223 shares were vested and issued and 90,909 shares were canceled as of June 30, 2019.2014 Plan.
Effective July 1, 2017 the Company entered into an employment agreement with its Chief Executive Officer (the “Agreement”) that authorizes an award of restricted stock units (the “RSU award”). The RSU award is an equity-based award and carries a service condition and a market condition that incorporates a measurement of the Company’s total stock return to shareholders in comparison to the total stock return of the ABA Nasdaq Community Bank Index. The accounting grant date of the RSU award is July 1, 2017 and expensing of the RSU award began on this date at the fair value measurement amount as determined by the Company’s valuation process. The Company utilized a Monte Carlo simulation to estimate the value of path-dependent options and determined the fair value using an expected return based on the 5-year US Treasury constant maturity rate, an equity volatility based on 6-month and 1-year historical daily trading history, market capitalization, and stock price for the RSU award. As ofOn July 1, 2017, the estimated fair value of the RSU award was $20.5 million, which vests in five tranches over a total period of nine years. As of June 30, 2022, unrecognized stock compensation expense to be expensed over the remaining four years is $2.5 million.
Effective January 1, 2022 the “Agreement” for the RSU award automatically renewed for one additional fiscal year (the “Renewed RSU Award”) through June 2023. The accounting grant date of the Renewed RSU Award is January 1, 2022 and the charge related to the Renewed RSU Award was recorded over the period beginning on the grant date at fair value of the grant. The Company utilized a Monte Carlo simulation with key inputs of an expected return on the average of the 1 and 2 year US Treasury constant maturity rate, an equity volatility based on 1.5 year historical daily trading history, market capitalization, and stock price for the Renewed RSU Award. The estimated fair value of the Renewed RSU Award was $8.8 million, which vests over a total period of five years. Unrecognized compensation expense to be expensed over the remaining sevenfive years related to the non-vestedRenewed RSU award is $11.6$7.6 million at June 30, 20192022 and is included in the table below. The actual RSU award in future years iswill be determined by the actual performance of Company’s total stock return in comparison to the total stock return of the ABA Nasdaq Community Bank Index.Index in the respective periods.
The Company’s income before income taxes and net income for the years ended
F-44


At June 30, 2019, 2018 and 2017 included stock compensation expense of $23,439, $20,399 and $14,535, respectively. The income tax benefit was $6,351, $7,429 and $6,119, respectively. The Company recognizes compensation expense based upon the grant-date fair value divided by the service period between each vesting date.


At June 30, 20192022 unrecognized compensation expense related to non-vested awards aggregated to $37,214$38.1 million and is expected to be recognized in future periods as follows:
(Dollars in thousands)
Stock Award
Compensation Expense
For the fiscal year ending June 30: 
2020$17,875
202111,818
20224,928
20231,427
2024734
Thereafter432
Total$37,214

(Dollars in thousands)Stock Award
Compensation Expense
For the fiscal year ending June 30:
2023$18,300 
202413,081 
20255,313 
2026989 
2027400 
Total$38,083 
The following table presents the status and changes in restricted stock units for the periods indicated:
  
Restricted Stock
Units1
 
Weighted-Average
Grant-Date Fair Value1
Non-vested balance at June 30, 2016 1,059,726
 $22.53
Granted 843,611
 21.13
Vested (570,764) 20.86
Canceled (92,251) 20.26
Non-vested balance at June 30, 2017 1,240,322
 $22.52
Granted 747,022
 26.53
Vested (629,755) 22.55
Canceled (123,858) 23.38
Non-vested balance at June 30, 2018 1,233,731
 $24.84
Granted 1,103,249
 34.68
Vested (699,223) 26.74
Canceled (90,909) 29.46
Non-vested balance at June 30, 2019 1,546,848
 $30.73

Restricted Stock
Units
Weighted-Average
Grant-Date Fair Value
Non-vested balance at June 30, 20211,220,470 $30.18 
Granted1,021,428 48.12 
Vested(745,584)
Forfeitures(145,551)
Non-vested balance at June 30, 20221,350,763 $41.16 

The total fair value of shares vested during the yearsyear ended June 30, 2019, 2018 and 20172022 was $22,100, $20,866 and $12,941, respectively.$33.3 million. The weighted-average contractual term for restricted stock units as of June 30, 2022 was 1.3 years. The Company provides an employer matching contribution of stock to the Company’s 401(k) plan, based on an employee’s designated deferral of their eligible compensation. The contribution made during the year ended June 30, 2022, was 44,817 shares with a fair market value of $2.5 million.


16.17. EARNINGS PER COMMON SHARE
The following table presents the calculation of basic and diluted EPS:
At June 30,
(Dollars in thousands, except per share data)202220212020
Earnings Per Common Share
Net income$240,716 $215,707 $183,438 
Preferred stock dividends— (103)(309)
Preferred stock redemption— $(86)— 
Net income attributable to common shareholders$240,716 $215,518 $183,129 
Average common shares issued and outstanding59,523,626 59,229,495 60,794,555 
Total qualifying shares59,523,626 59,229,495 60,794,555 
Earnings per common share$4.04 $3.64 $3.01 
Diluted Earnings Per Common Share
Dilutive net income attributable to common shareholders$240,716 $215,518 $183,129 
Average common shares issued and outstanding59,523,626 59,229,495 60,794,555 
Dilutive effect of average unvested RSUs1,087,328 1,290,116 643,080 
Total dilutive common shares outstanding60,610,954 60,519,611 61,437,635 
Diluted earnings per common share$3.97 $3.56 $2.98 
 At June 30,
(Dollars in thousands, except per share data)2019 2018 2017
Earnings Per Common Share     
Net income$155,131
 $152,411
 $134,740
Preferred stock dividends(309) (309) (309)
Net income attributable to common shareholders$154,822
 $152,102
 $134,431
Average common shares issued and outstanding61,898,447
 63,058,854
 63,358,886
Average unvested RSUs
 77,378
 297,656
Total qualifying shares61,898,447
 63,136,232
 63,656,542
Earnings per common share$2.50
 $2.41
 $2.11
Diluted Earnings Per Common Share     
Dilutive net income attributable to common shareholders$154,822
 $152,102
 $134,431
Average common shares issued and outstanding61,898,447
 63,136,232
 63,656,542
Dilutive effect of average unvested RSUs483,618
 1,010,988
 258,558
Total dilutive common shares outstanding62,382,065
 64,147,220
 63,915,100
Diluted earnings per common share$2.48
 $2.37
 $2.10


F-45


17.18. COMMITMENTS, CONTINGENCIES, AND CONTINGENCIESOFF-BALANCE-SHEET ACTIVITIES
Operating LeasesCredit-Related Financial Instruments. The Company leases office space under operating lease agreements scheduledis a party to expire at various dates.credit-related financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments are commitments to extend credit. Such commitments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the unaudited condensed consolidated balance sheets.
The Company’s exposure to credit loss is represented by the contractual amount of these commitments. The Company pays property taxes, insurancefollows the same credit policies in making commitments as it does for on-balance-sheet instruments.
At June 30, 2022, the Company had commitments to originate $184.5 million in fixed rate loans and maintenance expenses$3,319.8 million in variable rate loans, totaling an aggregate outstanding principal balance of $3,504.3 million. For June 30, 2022, the Company’s fixed rate commitments to originate had a weighted-average rate of 5.75%. For June 30, 2021, the Company had commitments to originate $55.0 million in fixed rate loans and $653.5 million in variable rate loans, totaling an aggregate outstanding principal balance of $708.6 million. For June 30, 2021, the Company’s fixed rate commitments to originate had a weighted-average rate of 1.94%. At June 30, 2022, the Company also had fixed rate commitments to sell loans with an aggregate outstanding principal balance of $8.4 million. For June 30, 2021, the Company had fixed rate and variable rate commitments to sell of $55.9 million. At June 30, 2022 and 2021, 42.3% and 48.2% of the commitments to originate loans are matched with commitments to sell related to its leases. Rent expenseconforming single family loans classified as held for sale, respectively.
Commitments to extend credit are agreements to lend to a customer so long as there is no violation of any condition established in the years endedcontract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. The commitments for equity lines of credit may expire without being drawn upon. Therefore, the total commitment amounts do not necessarily represent future cash requirements. The amount of collateral obtained, if it is deemed necessary by the Company, is based on management’s credit evaluation of the customer.
In addition, we invest in low income housing project partnerships, which provide income tax credits, and in small business investment companies that call for capital contributions up to an amount specified in the partnership agreements. As of June 30, 2019, 2018,2022 and 2017 was $7,802, $5,429,2021, we had commitments to contribute capital to these entities totaling $28.1 million and $5,108, respectively.$15.1 million.
PursuantIn the normal course of business, Axos Clearing’s customer activities involve the execution, settlement, and financing of various customer securities transactions. These activities may expose Axos Clearing to off-balance-sheet risk in the event the customer or other broker is unable to fulfill its contracted obligations and Axos Clearing has to purchase or sell the financial instrument underlying the contract at a loss. Axos Clearing’s clearing agreements with broker-dealers for which it provides clearing services requires them to indemnify Axos Clearing if customers fail to satisfy their contractual obligation. As of June 30, 2022, non-customer and customer margin securities of approximately $324.9 million and stock borrowings of approximately $339.0 million were available to the termsCompany to utilize as collateral on various borrowings or for other purposes. The Company utilized $474.4 million of these non-cancelable lease agreements in effect at June 30, 2019, future minimum lease payments areavailable securities as follows:
(Dollars in thousands)Future minimum lease payments
2020$8,634
20218,376
20229,035
20239,284
20249,004
Thereafter47,501
Total$91,834

collateral for securities loaned, $186.6 million for bank loans, and $20.0 million for OCC margin requirements.
Litigation.Litigation. On October 15, 2015, the Company, its Chief Executive Officer and its Chief Financial Officer were named defendants in a putative class action lawsuit styled Golden v. BofI Holding, Inc., et al, and brought in United States District Court for the Southern District of California (the “Golden Case”). On November 3, 2015, the Company, its Chief Executive Officer and its Chief Financial Officer were named defendants in a second putative class action lawsuit styled Hazan v. BofI Holding, Inc., et al, and also brought in the United States District Court for the Southern District of California (the “Hazan Case”). On February 1, 2016, the Golden Case and the Hazan Case were consolidated as In re BofI Holding, Inc. Securities Litigation, Case #: 3:15-cv-02324-GPC-KSC (the “Class Action”), and the Houston Municipal Employees Pension System was appointed lead plaintiff. The plaintiffs allege that the Company and other named defendants violated Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, and Rule 10b-5 promulgated thereunder, by failing to disclose wrongful conduct that was alleged in a complaint filed in connection with a wrongful termination of employment lawsuit filed on October 13, 2015 (the “Employment Matter”) and that as a result the Company’s statements regarding its internal controls, as well as portions of its financial statements, were false and misleading. On March 21, 2018,April 13, 2022, the parties executed a Stipulation and Agreement of Settlement. The Stipulation and Agreement of Settlement was submitted to the District Court enteredfor approval on April 15, 2022. On June 8, 2022, the court granted preliminary approval of the settlement and scheduled a hearing with respect to final order dismissingapproval of the Class Action with prejudice. Subsequently,settlement for October 7, 2022. There is no assurance that final court approval will be granted. The agreed to settlement amount is not material to the plaintiff filed a noticeConsolidated Financial Statements, as of appeal and opening brief andfor the Company has filed its answering brief.year ended June 30, 2022.


On April 3, 2017, the Company, its Chief Executive Officer and its Chief Financial Officer were named defendants in a putative class action lawsuit styled Mandalevy v. BofI Holding, Inc., et al, and brought in United States District Court for the Southern District of California (the “Mandalevy Case”). The Mandalevy Case seeks monetary damages and other relief on behalf of a putative class that has not been certified by the Court. The complaint in the Mandalevy Case (the “Mandalevy Complaint”) alleges a class
F-46


period that differs from that alleged in the First Class Action, and that the Company and other named defendants violated Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, and Rule 10b-5 promulgated thereunder, by failing to disclose wrongful conduct that was alleged in a March 2017 media article. The Mandalevy Case has not been consolidated into the First Class Action. On December 7, 2018, the Court entered a final order granting the defendants’ motion and dismissing the Mandalevy Case with prejudice. Subsequently, the plaintiff filed a notice of appeal and opening briefthe Court took the matter under advisement. On November 3, 2020, the Court issued a ruling affirming in part and reversing in part the Company hasDistrict Court's Order dismissing the Class Action Second Amended Complaint. The defendants filed its answering brief.a petition for rehearing en banc on November 17, 2020, which petition was denied on December 16, 2020. The defendants filed a motion to dismiss the remanded complaint on February 19, 2021. On January 31, 2022, a Stipulation of Settlement was submitted to the District Court for approval. On May 17, 2022, the court granted preliminary approval of the settlement and scheduled a hearing with respect to final approval for September 23, 2022. There is no assurance that final court approval will be granted. The agreed to settlement amount is not material to the Consolidated Financial Statements, as of and for the year ended June 30, 2022.
The Company and the other named defendants dispute the allegations of wrongdoing advanced by the plaintiffs in the Class Action, the Mandalevy Case, and in the Employment Matter, as well as those plaintiffs’ statement of the underlying factual circumstances, and are vigorously defending each case.case subject to final court approval of the settlements.
In addition to the First Class Action and the Mandalevy Case, two separate shareholder derivative actions were filed in December, 2015, purportedly on behalf of the Company. The first derivative action, Calcaterra v. Garrabrants, et al, was filed in the United States District Court for the Southern District of California on December 3, 2015. The second derivative action, Dow v. Micheletti, et al, was filed in the San Diego County Superior Court on December 16, 2015. A third derivative action, DeYoung v. Garrabrants, et al, was filed in the United States District Court for the Southern District of California on January 22, 2016, a fourth derivative action, Yong v. Garrabrants, et al, was filed in the United States District Court for the Southern District of California on January 29, 2016, a fifth derivative action, Laborers Pension Trust Fund of Northern Nevada v. Allrich et al, was filed in the United States District Court for the Southern District of California on February 2, 2016, and a sixth derivative action, Garner v. Garrabrants, et al, was filed in the San Diego County Superior Court on August 10, 2017. Each of these six derivative actions names the Company as a nominal defendant, and certain of its officers and directors as defendants. Each complaint sets forth allegations of breaches of fiduciary duties, gross mismanagement, abuse of control, and unjust enrichment against the defendant officers and directors. The plaintiffs in these derivative actions seek damages in unspecified amounts on the Company’s behalf from the officer and director defendants, certain corporate governance actions, and an award of their costs and attorney’s fees.
The United States District Court for the Southern District of California ordered the foursix above-referenced derivative actions pending before it to be consolidated and appointed lead counsel in the consolidated action. On June 7, 2018, the Court entered an order granting defendant’s motion for judgment on the pleadings, but giving the plaintiffs limited leave to amend by June 28, 2018. The plaintiffs failed to file an amended complaint, and instead plaintiffs filed on June 28, 2018 a motion to stay the case pending resolution of the securities class action and Employment Matter. On August 10, 2018, defendants filed an opposition to plaintiffs’ motion. On September 11, 2018, the plaintiffs filed a second amended complaint. On October 16, 2018, defendants filed a motion to dismiss the second amended complaint. On May 23, 2019,October 16, 2018, defendants filed a motion to dismiss the second amended complaint. The Court dismissed the second amended complaint with prejudice. On June 20, 2019,prejudice on May 23, 2019. Subsequently, the plaintiff filed a notice of appeal and opening brief and the Company filed its answering brief. Oral argument was held September 2, 2020. On February 25, 2021, the Ninth Circuit issued a memorandum decision affirming the dismissal of the Calcaterra derivative action. However, the Ninth Circuit reversed the district court’s order denying a stay of the action and remanded to the United States Court of Appealsdistrict court to reconsider whether it should grant the plaintiff leave to amend. The Ninth Circuit issued its mandate to the district court on April 9, 2021, and the plaintiff has opted for a stay on remand rather than amending the Ninth Circuit.complaint.
The two derivative actions pending before the San Diego County Superior Court have been consolidated and have been stayed by agreement of the parties.
The Company and the other named defendants dispute, and intend to vigorously defend against, the allegations raised in the consolidated action and the state court derivative actions.
In June 2022, the Company finalized a one-time resolution of a contractual claim in an amount of $9.5 million.
In view of the inherent difficulty of predicting the outcome of each legal action, particularly since claimants seek substantial or indeterminate damages, it is not possible to reasonably predict or estimate the eventual loss or range of loss, if any, related to each legal action.

18. OFF-BALANCE-SHEET ACTIVITIESaction, unless otherwise disclosed above.
Credit-Related Financial Instruments. The Company is a party to credit-related financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments are commitments to extend credit. Such commitments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the consolidated balance sheets.
The Company’s exposure to credit loss is represented by the contractual amount of these commitments. The Company follows the same credit policies in making commitments as it does for on-balance-sheet instruments.
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At June 30, 2019, the Company had fixed and variable rate commitments to originate or purchase loans and leases with an aggregate outstanding principal balance of $65,768 and $687,078 for total commitments to originate of $752,846. For June 30, 2019, the Company’s fixed rate commitments to originate had a weighted-average rate of 3.92%. For June 30, 2018, the Company had fixed and variable rate commitments to originate or purchase loans and leases with an aggregate outstanding principal balance of $86,453 and $720,582 for total commitments to originate of $785,980. For June 30, 2018, the Company’s fixed rate commitments to originate had a weighted average rate of 4.68%. At June 30, 2019, the Company also had fixed and variable rate commitments to sell loans with an aggregate outstanding principal balance of $92,320 and $1,897 for total commitments to sell of $94,217. For June 30, 2018, the Company had fixed and variable rate commitments to sell of $86,453 and $1,131 for total commitments to sell of $87,584. At June 30, 2019 and 2018, 66.1% and 61.9% of the commitments to originate loans are matched with commitments to sell related to conforming single family loans classified as held for sale, respectively.
Commitments to extend credit are agreements to lend to a customer so long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. The commitments for equity lines of credit may expire without being drawn upon. Therefore, the total commitment amounts do not necessarily represent future cash requirements. The amount of collateral obtained, if it is deemed necessary by the Company, is based on management’s credit evaluation of the customer.
In the normal course of business, Axos Clearing’s customer activities involve the execution, settlement, and financing of various customer securities transactions. These activities may expose Axos Clearing to off-balance-sheet risk in the event the customer or other broker is unable to fulfill its contracted obligations and Axos Clearing has to purchase or sell the financial instrument underlying the contract at a loss. Axos Clearing’s clearing agreements with broker-dealers for which it provides clearing services requires them to indemnify Axos Clearing if customers fail to satisfy their contractual obligation. As of June 30, 2019, non-customer and customer margin securities of approximately $441,081 and stock borrowings of approximately $144,706 were available to the Company to utilize as collateral on various borrowings or for other purposes. The Company utilized $198,356 of these available securities as collateral for securities loaned, $154,994 for bank loans, and $5,750 for OCC margin requirements.

19. MINIMUM REGULATORY CAPITAL REQUIREMENTS
Consolidated and Banking Business
The Company and Bank are subject to regulatory capital adequacy requirements promulgated by federal bank regulatory agencies. Failure by the Company or Bank to meet minimum capital requirements could result in certain mandatory and discretionary actions by regulators that could have a material adverse effect on the consolidated financial statements. The Federal Reserve establishes capital requirements for the Company and the OCC has similar requirements for the Bank. The following tables present regulatory capital information for the Company and Bank. Information presented for June 30, 2019,2022, reflects the Basel III capital requirements that became effective January 1, 2015 for both the Company and Bank. Under these capital requirements and the regulatory framework for prompt corrective action, the Company and Bank must meet specific capital guidelines that involve quantitative measures of the Company and Bank’s assets, liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices. The Company’s and Bank’s capital amounts and classifications are also subject to qualitative judgments by regulators about components, risk weightings and other factors.
Quantitative measures established by regulation require the Company and Bank to maintain certain minimum capital amounts and ratios. Federal bank regulators require the Company and Bank maintain minimum ratios of core capital to adjusted average assets of 4.0%, common equity tier 1 capital to risk-weighted assets of 4.5%, tier 1 capital to risk-weighted assets of 6.0% and total risk-based capital to risk-weighted assets of 8.0%. At June 30, 2019,2022, the Company and Bank met all the capital adequacy requirements to which they were subject. At June 30, 2019,2022, the Company and Bank were “well capitalized” under the regulatory framework for prompt corrective action. To be “well capitalized,” the Company and Bank must maintain minimum leverage, common equity tier 1 risk-based, tier 1 risk-based and total risk-based capital ratios of at least 5.0%, 6.5%, 8.0% and 10.0%, respectively. Management believes that no conditions or events have occurred since June 30, 20192022 that would materially adversely change the Company’s and Bank’s capital classifications. From time to time, we may need to raise additional capital to support the Company’s and Bank’s further growth and to maintain their “well capitalized” status.


The Company’s and Bank’s capital amounts, capital ratios and capital requirements under Basel III were as follows:
 Axos Financial, Inc. Axos Bank “Well 
Capitalized”
Ratio
 Minimum Capital
Ratio
(Dollars in thousands)June 30, 2019 June 30, 2018 June 30, 2019 June 30, 2018 
Regulatory Capital:           
Tier 1$938,143
 $893,338
 $932,366
 $837,985
    
Common equity tier 1$933,080
 $888,275
 $932,366
 $837,985
    
Total capital (to risk-weighted assets)$1,053,855
 $993,650
 $989,678
 $887,297
    
            
Assets:           
Average adjusted$10,717,011
 $9,450,894
 $10,124,487
 $9,509,891
    
Total risk-weighted$8,161,588
 $6,694,963
 $7,679,738
 $6,686,634
    
            
Regulatory Capital Ratios:           
Tier 1 leverage (core) capital to adjusted average assets8.75% 9.45% 9.21% 8.88% 5.00% 4.00%
Common equity tier 1 capital (to risk-weighted assets)11.43% 13.27% 12.14% 12.53% 6.50% 4.50%
Tier 1 capital (to risk-weighted assets)11.49% 13.34% 12.14% 12.53% 8.00% 6.00%
Total capital (to risk-weighted assets)12.91% 14.84% 12.89% 13.27% 10.00% 8.00%

 Axos Financial, Inc.Axos Bank“Well 
Capitalized”
Ratio
Minimum Capital
Ratio
(Dollars in thousands)June 30, 2022June 30, 2021June 30, 2022June 30, 2021
Regulatory Capital:
Tier 1$1,522,478 $1,309,496 $1,615,012 $1,262,885 
Common equity tier 1$1,522,478 $1,309,496 $1,615,012 $1,262,885 
Total capital (to risk-weighted assets)$1,965,578 $1,587,625 $1,725,528 $1,358,430 
Assets:
Average adjusted$16,460,684 $14,851,462 $15,164,797 $13,359,578 
Total risk-weighted$15,443,152 $11,522,645 $14,366,457 $10,283,135 
Regulatory Capital Ratios:
Tier 1 leverage (core) capital to adjusted average assets9.25 %8.82 %10.65 %9.45 %5.00 %4.00 %
Common equity tier 1 capital (to risk-weighted assets)9.86 %11.36 %11.24 %12.28 %6.50 %4.50 %
Tier 1 capital (to risk-weighted assets)9.86 %11.36 %11.24 %12.28 %8.00 %6.00 %
Total capital (to risk-weighted assets)12.73 %13.78 %12.01 %13.21 %10.00 %8.00 %
Beginning January 1, 2016,Under Basel III implements a requirement for all banking organizations are required to maintain a capital conservation buffer above the minimum risk-based capital requirements in order to avoid certain limitations on capital distributions, stock repurchases and discretionary bonus payments to executive officers. The capital conservation buffer will beis exclusively composed of common equity tier 1 capital, and it applies to each of the three risk-based capital ratios but not the leverage ratio. At June 30, 2019,2022, the Company and Bank arewere in compliance with the capital conservation buffer requirement. The final provision related to this follows implements a new capital conservation buffer requirement for a banking organization to maintain a common equity capital ratio more than 2.5% above the minimum common equity Tier 1 capital, Tier 1 capital and total risk-based capital ratios in order to avoid limitations on capital distributions, including dividend payments, and certain discretionary bonus payments. The capital conservation buffer requirement was phased in, beginning on January 1, 2016 at 0.625%, with additional 0.625% percent increments annually, and became fully phased in at 2.5% on January 1, 2019. Inclusive of the fully phased-in capital conservation buffer, the common equity Tier 1 capital, Tier 1 risk-based capital and total risk-based capital ratio minimums are 7.0%, 8.5% and 10.5%, respectively. A banking organization with a buffer of less than the required amount is subject to increasingly
F-48


stringent limitations on such distributions and payments as the buffer approaches zero. The new ruleIn addition, these requirements also generally prohibitsprohibit a banking organization from making such distributions or payments during any quarter if its eligible retained income is negative and its capital conservation buffer ratio was 2.5% or less at the end of the previous quarter. The eligible retained income of a banking organization is defined as its net income for the four calendar quarters preceding the current calendar quarter, based on the organization’s quarterly regulatory reports, net of any distributions and associated tax effects not already reflected in net income.
Securities Business
Pursuant to the net capital requirements of the Securities Exchange Act, of 1934, as amended (the “Exchange Act”), Axos Clearing is subject to the SEC Uniform Net Capital (Rule 15c3-1 of the Exchange Act). Under this rule, the Company has elected to operate under the alternate method and is required to maintain minimum net capital of $250,000 or 2% of aggregate debit balances arising from client transactions, as defined. On June 30, 2019, underUnder the alternate method, the CompanyAxos Clearing may not repay subordinated debt, pay cash distributions, or make any unsecured advances or loans to its parent or employees if such payment would result in net capital of less than 5% of aggregate debit balances or less than 120% of its minimum dollar requirement.


At June 30, 2019, theThe net capital position of Axos Clearing was as follows:
(Dollars in thousands)Axos Clearing
Net capital$21,669
Less: required net capital3,811
Excess capital$17,858
  
Net capital as a percentage of aggregate debit items11.37%
Net capital in excess of 5% aggregate debit items$12,142

(Dollars in thousands)June 30, 2022June 30, 2021
Net capital$38,915 $35,950 
Less: required net capital6,250 8,046 
Excess capital$32,665 $27,904 
Net capital as a percentage of aggregate debit items12.45 %8.94 %
Net capital in excess of 5% aggregate debit items$23,290 $15,836 
Axos Clearing as a clearing broker, is subject to SEC Customer Protection Rule (Rule 15c3-3 of the Exchange Act) which requires segregation of funds in a special reserve account for the benefit of customers. At June 30, 2019,2022, the Company had a deposit requirement of $198.3$286.9 million and maintained a deposit of $204.7$335.8 million. On July 1, 2022, Axos Clearing did not have to make a deposit to satisfy the deposit requirement. At June 30, 2021, the Company had a deposit requirement of $258.1 million and maintained a deposit of $251.2 million. On July 1, 2021, Axos Clearing made a deposit to satisfy the deposit requirement.
Certain broker-dealers have chosen to maintain brokerage customer accounts at the Axos Clearing. To allow these broker-dealers to classify their assets held by the Company as allowable assets in their computation of net capital, the Company computes a separate reserve requirement for Proprietary Accounts of Brokers (PAB). At June 30, 2019,2022, the Company had a deposit requirement of $3.4$29.1 million and maintained a deposit of $1.7$36.3 million. On July 1, 2019,2022, Axos Clearing did not have to make a deposit to satisfy the deposit requirement. At June 30, 2021, the Company had a deposit requirement of $73.6 million and maintained a deposit of $71.0 million. On July 1, 2021, Axos Clearing made a deposit to satisfy the deposit requirement.
20. EMPLOYEE BENEFIT PLAN
The Company has twoone 401(k) plansplan whereby substantially all of its employees may participate in one of the plans.plan. Employees may contribute up to 100% of their compensation subject to certain limits based on federal tax laws. The Company provides an employer matching contribution to each of the 401(k) plans based on an employee’s designated deferral of their eligible compensation. For the fiscal years ended June 30, 2019, 2018,2022, 2021, and 2017,2020, expenses attributable to the plansplan amounted to $2,391, $1,501,$3.6 million, $2.4 million, and $1,288,$2.4 million, respectively. These expenses are included in the Consolidated Statements of Income in “Salaries and related costs”.


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21. PARENT-ONLY CONDENSED FINANCIAL INFORMATION
The following tables present Axos Financial, Inc. (Parent company only) financial information and should be read in conjunction with the consolidated financial statements of the Company and the other notes to the consolidated financial statements:statements. Adjustments to investment in subsidiaries, stockholders’ equity and equity in undistributed earnings of subsidiaries have been made to eliminate an intercompany transaction between multiple subsidiaries and the Parent company.
Axos Financial, Inc. (Parent Company Only)
CONDENSED BALANCE SHEETS
 At June 30,
(Dollars in thousands)2019 2018
ASSETS   
Cash and due from banks$26,907
 $108,085
Loans10
 20
Other assets18,761
 10,238
Investment in subsidiary1,106,078
 905,159
Total assets$1,151,756
 $1,023,502
LIABILITIES AND STOCKHOLDERS’ EQUITY   
Borrowings, subordinated notes and debentures$62,129
 $54,521
Accounts payable and accrued liabilities and other liabilities16,577
 8,468
Total liabilities78,706
 62,989
Stockholders’ equity1,073,050
 960,513
Total liabilities and stockholders’ equity$1,151,756
 $1,023,502

CONDENSED BALANCE SHEETS
 At June 30,
(Dollars in thousands)20222021
ASSETS
Cash and due from banks$98,640 $126,409 
Investment securities14,486 14,985 
Other assets125,235 111,084 
Investment in subsidiaries1,821,818 1,411,950 
Total assets$2,060,179 $1,664,428 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Borrowings, subordinated notes and debentures$333,744 $185,158 
Accounts payable and accrued liabilities and other liabilities83,462 78,334 
Total liabilities417,206 263,492 
Stockholders’ equity1,642,973 1,400,936 
Total liabilities and stockholders’ equity$2,060,179 $1,664,428 
Axos Financial, Inc. (Parent Company Only)
STATEMENTS OF INCOME
 Year Ended June 30,
(Dollars in thousands)2019 2018 2017
Interest income$472
 $479
 $621
Interest expense3,931
 3,648
 3,613
Net interest (expense) income(3,459) (3,169) (2,992)
Net interest (expense) income, after provision for loan losses(3,459) (3,169) (2,992)
Non-interest income (loss)
 153
 
Non-interest expense and tax benefit1
15,143
 11,825
 8,561
Income (loss) before dividends from subsidiary and equity in undistributed income of subsidiary(18,602) (14,841) (11,553)
Dividends from subsidiary80,000
 69,800
 6,400
Equity in undistributed earnings of subsidiary93,733
 97,452
 139,893
Net income$155,131
 $152,411
 $134,740
Comprehensive income$155,760
 $151,311
 $142,531
CONDENSED STATEMENTS OF INCOME

 Year Ended June 30,
(Dollars in thousands)202220212020
Interest income$1,777 $1,262 $619 
Interest expense11,183 10,891 4,348 
Net interest (expense) income(9,406)(9,629)(3,729)
Net interest (expense) income, after provision for credit losses(9,406)(9,629)(3,729)
Non-interest income (loss)6,275 217 58 
Non-interest expense and tax benefit1
9,741 4,360 11,903 
Income (loss) before dividends from subsidiary and equity in undistributed income of subsidiaries(12,872)(13,772)(15,574)
Dividends from subsidiaries40,000 45,000 119,114 
Equity in undistributed earnings of subsidiaries213,588 184,479 79,898 
Net income$240,716 $215,707 $183,438 
Comprehensive income$235,276 $219,151 $182,485 
1 Includes tax benefits of $10,749, $11,140,$11,927, $8,967, and $8,518$5,152 for the years ended June 30, 2019, 2018,2022, 2021, and 2017,2020, respectively.

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Axos Financial, Inc. (Parent Company Only)
STATEMENT OF CASH FLOWS
Axos Financial, Inc. (Parent Company Only)
STATEMENT OF CASH FLOWS
Year Ended June 30, Year Ended June 30,
(Dollars in thousands)2019 2018 2017(Dollars in thousands)202220212020
CASH FLOWS FROM OPERATING ACTIVITIES:     CASH FLOWS FROM OPERATING ACTIVITIES:
Net income$155,131
 $152,411
 $134,740
Net income$240,716 $215,707 $183,438 
Adjustments to reconcile net income to net cash used in operating activities:     Adjustments to reconcile net income to net cash used in operating activities:
Accretion of discounts on securities
 (2) 
Accretion of discounts on securities50 48 26 
Amortization of borrowing costs

208
 208
 208
Amortization of borrowing costs706 1,569 208 
Impairment charge on securities
 
 (1)
Net gain on investment securities
 (153) 
Accretion of discounts on loansAccretion of discounts on loans56 — — 
Amortization of operating lease right of use assetAmortization of operating lease right of use asset10,124 9,197 9,079 
Stock-based compensation expense23,439
 20,399
 14,535
Stock-based compensation expense21,242 20,685 21,935 
Equity in undistributed earnings of subsidiary(93,733) (97,452)��(139,893)
Depreciation and amortizationDepreciation and amortization224 — — 
Equity in undistributed earnings of subsidiariesEquity in undistributed earnings of subsidiaries(213,588)(184,479)(79,898)
Decrease (increase) in other assets(8,477) (4,938) 469
Decrease (increase) in other assets(5,231)(25,835)(79,227)
Increase (decrease) in other liabilities7,986
 5,528
 316
Increase (decrease) in other liabilities(11,564)(14,550)72,175 
Net cash provided by (used in) operating activities84,554
 76,001
 10,374
Net cash provided by operating activitiesNet cash provided by operating activities42,735 22,342 127,736 
CASH FLOWS FROM INVESTING ACTIVITIES:     CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sale of available-for-sale securities
 162
 
Origination of loans and leases held for investment(844) 
 
Purchases of investment securitiesPurchases of investment securities— — (15,301)
Purchases of loans and leases, net of discounts and premiumsPurchases of loans and leases, net of discounts and premiums— — (59,391)
Proceeds from principal repayments on loans854
 9
 8
Proceeds from principal repayments on loans— — 10 
Investment in subsidiary(106,557) (4,000) 
Net cash provided by (used in) investing activities(106,547) (3,829) 8
Purchases of furniture, equipment, software and intangiblesPurchases of furniture, equipment, software and intangibles(817)(457)— 
Investment in subsidiariesInvestment in subsidiaries(203,086)(7,200)(10,130)
Net cash used in investing activitiesNet cash used in investing activities(203,903)(7,657)(84,812)
CASH FLOWS FROM FINANCING ACTIVITIES:     CASH FLOWS FROM FINANCING ACTIVITIES:
Tax effect from vesting of restricted stock units
 7
 432
Tax payments related to the settlement of restricted stock units(9,916) (9,958) (6,532)Tax payments related to the settlement of restricted stock units(14,481)(10,648)(7,457)
Repurchase of treasury stock(56,437) (35,183) 
Repurchase of treasury stock— (16,757)(38,858)
Net (repayment) proceeds of other borrowingsNet (repayment) proceeds of other borrowings— (51,000)— 
Payments of debt issuance costsPayments of debt issuance costs(2,120)(2,748)— 
Proceeds from issuance of subordinated notes7,400
 
 
Proceeds from issuance of subordinated notes150,000 175,000 — 
Redemption of preferred stock, Series ARedemption of preferred stock, Series A— (5,150)— 
Cash dividends on preferred stock(232) (309) (309)Cash dividends on preferred stock— (103)(386)
Net cash provided by (used in) financing activities(59,185) (45,443) (6,409)Net cash provided by (used in) financing activities133,399 88,594 (46,701)
NET CHANGE IN CASH AND CASH EQUIVALENTS(81,178) 26,729
 3,973
NET CHANGE IN CASH AND CASH EQUIVALENTS(27,769)103,279 (3,777)
CASH AND CASH EQUIVALENTS—Beginning of year108,085
 81,356
 77,383
CASH AND CASH EQUIVALENTS—Beginning of year126,409 23,130 26,907 
CASH AND CASH EQUIVALENTS—End of year$26,907
 $108,085
 $81,356
CASH AND CASH EQUIVALENTS—End of year$98,640 $126,409 $23,130 



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22. QUARTERLY FINANCIAL INFORMATION (UNAUDITED)BANK-OWNED LIFE INSURANCE
The following table summarizes the activity in the Company’s bank-owned life insurance (“BOLI”) as of the dates indicated:
 Quarters Ended in Fiscal Year 2019
(Dollars in thousands, except per share data)June 30, March 31, December 31, September 30,
Interest and dividend income$141,643
 $169,208
 $131,239
 $122,797
Interest expense41,206
 40,039
 38,519
 36,518
Net interest income100,437
 129,169
 92,720
 86,279
Provision for loan and lease losses2,800
 19,000
 4,950
 600
Net interest income after provision for loan and lease losses97,637
 110,169
 87,770
 85,679
Non-interest income23,224
 26,098
 16,892
 16,543
Non-interest expense65,536
 81,815
 50,933
 52,922
Income before income tax expense55,325
 54,452
 53,729
 49,300
Income tax expense14,691
 15,631
 14,894
 12,459
Net income$40,634
 $38,821
 $38,835
 $36,841
Net income attributable to common stock$40,557
 $38,744
 $38,757
 $36,764
Basic earnings per share$0.66
 $0.63
 $0.62
 $0.59
Diluted earnings per share$0.66
 $0.63
 $0.62
 $0.58
 Quarters Ended in Fiscal Year 2018
(Dollars in thousands, except per share data)June 30, March 31, December 31, September 30,
Interest and dividend income$118,898
 $144,880
 $107,785
 $103,511
Interest expense31,850
 28,197
 23,572
 22,961
Net interest income87,048
 116,683
 84,213
 80,550
Provision for loan and lease losses3,900
 16,900
 4,000
 1,000
Net interest income after provision for loan and lease losses83,148
 99,783
 80,213
 79,550
Non-interest income16,977
 23,525
 17,099
 13,340
Non-interest expense49,673
 45,434
 40,809
 38,020
Income before income tax expense50,452
 77,874
 56,503
 54,870
Income tax expense13,335
 26,621
 24,845
 22,487
Net income$37,117
 $51,253
 $31,658
 $32,383
Net income attributable to common stock$37,040
 $51,176
 $31,580
 $32,306
Basic earnings per share$0.59
 $0.82
 $0.50
 $0.51
Diluted earnings per share$0.58
 $0.80
 $0.49
 $0.50


23.(Dollars in thousands)BOLI values
Balance as of June 30, 2019$6,969 
    Death benefits(763)
    Change in Contract Value174 
Balance as of June 30, 20206,380 
    Additions50,000 
    Change in Contract Value175 
Balance as of June 30, 202156,555 
    Additions100,000 
    Change in Contract Value4,220 
Balance as of June 30, 2022$160,775 
Bank-owned life insurance is included in the ‘Other assets’ line in the Consolidated Balance Sheets.
23.    SEGMENT REPORTING

The operating segments reported below are the segments of the Company for which separate financial information is available and for which segment results are evaluated regularly by the Chief Executive Officer in deciding how to allocate resources and in assessing performance. The operating segments and segment results of the Company are determined based upon the management reporting system, which assigns balance sheet and income statement items to each of the business segments and by which segment results are evaluated by the Chief Executive Officer in deciding how to allocate resources and in assessing performance.
The Company evaluates performance and allocates resources based on pre-tax profit or loss from operations. There are no material inter-segment sales or transfers. Certain corporate administration costs and income taxes have not been allocated to the reportable segments. Therefore, in order to reconcile the two segments to the consolidated totals, we include parent-only activities and intercompany eliminations.
The Company operates through two operating segments: Banking Business and Securities Business.
Banking Business. The Banking Business includes a broad range of banking services including online banking, concierge banking, prepaid card services, and mortgage, vehicle and unsecured lending through online and telephonic distribution channels to serve the needs of consumer and small businesses nationally. In addition, the Banking Business focuses on providing deposit products nationwide to industry verticals (e.g., Title and Escrow), cash management products to a variety of businesses, and commercial & industrial and commercial real estate lending to clients. The Banking Business also includes a bankruptcy trustee and fiduciary service that provides specialized software and consulting services to Chapter 7 bankruptcy and non-Chapter 7 trustees and fiduciaries.


Securities Business. The Securities Business consists of two sets of products and services, securities services provided to third-party securities firms and investment management provided to consumers.
Securities services includes thefully disclosed clearing services through Axos Clearing Broker-Dealer, Registered Investment Advisor,to FINRA- and Introducing Broker-Dealer lines of businesses. These lines of business offer products such as clearingSEC-registered member firms for trade execution and execution of securities transactions, margin lending to correspondents and their customers, and lending proprietary and conduit securities independently to their own customersclearance as well as back office services such as record keeping, trade reporting, accounting, general back-office support, securities and margin lending, reorganization assistance and custody of securities. Providing financing to Banking Business clients. The products offeredour brokerage customers for their securities trading activities through margin loans that are collateralized by securities, cash, or other acceptable collateral. Securities lending activities that include borrowing and lending securities with other broker-dealers. These activities involve borrowing securities to cover short sales and to complete transactions in which clients have failed to deliver securities by the lines ofrequired settlement date, and lending securities to other broker dealers for similar purposes.
Investment management includes our digital investment management business, in the Securities Business primarily generate net interestwhich provides our retail customers with investment management services through a comprehensive and non-banking service fee income.flexible technology platform.
There are no material inter-segment sales or transfers. The accounting policies used by each reportable segment are the same as those discussed in Note 1. All costs, except certain corporate administration costs and income taxes, have been allocated to the reportable segments. Therefore, combined amounts agree to the consolidated totals.
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In order to reconcile the two segments to the consolidated totals, the Company includes parent-only activities and intercompany eliminations. The following tables present the operating results, goodwill, and assets of the segments:
Year Ended June 30, 2022
(Dollars in thousands)Banking BusinessSecurities BusinessCorporate/EliminationsAxos Consolidated
Net interest income$597,833 $17,580 $(8,255)$607,158 
Provision for credit losses18,500 — — 18,500 
Non-interest income60,881 64,069 (11,587)113,363 
Non-interest expense274,079 84,014 3,969 362,062 
Income (Loss) before income taxes$366,135 $(2,365)$(23,811)$339,959 
Year Ended June 30, 2019Year Ended June 30, 2021
(Dollars in thousands)Banking Business Securities Business Corporate/Eliminations Axos Consolidated(Dollars in thousands)Banking BusinessSecurities BusinessCorporate/EliminationsAxos Consolidated
Net interest income$404,500
 $7,564
 $(3,459) $408,605
Net interest income$527,760 $18,746 $(7,764)$538,742 
Provision for loan losses27,350
 
 
 27,350
Provision for credit lossesProvision for credit losses23,750 — — 23,750 
Non-interest income70,917
 12,071
 (231) 82,757
Non-interest income79,150 27,627 (1,516)105,261 
Non-interest expense192,588
 34,430
 24,188
 251,206
Non-interest expense254,596 48,095 11,819 314,510 
Income before taxes$255,479
 $(14,795) $(27,878) $212,806
Income (Loss) before income taxesIncome (Loss) before income taxes$328,564 $(1,722)$(21,099)$305,743 
As of June 30, 2022
(Dollars in thousands)Banking BusinessSecurities BusinessCorporate/EliminationsAxos Consolidated
Goodwill$35,721 $59,953 $— $95,674 
Total assets$16,002,714 $1,328,558 $69,893 $17,401,165 
 Year Ended June 30, 2018
(Dollars in thousands)Banking Business Securities Business Corporate/Eliminations Axos Consolidated
Net interest income$371,661
 $
 $(3,167) $368,494
Provision for loan losses25,800
 
 
 25,800
Non-interest income70,788
 
 153
 70,941
Non-interest expense152,877
 
 21,059
 173,936
Income before taxes$263,772
 $
 $(24,073) $239,699
As of June 30, 2021
(Dollars in thousands)Banking BusinessSecurities BusinessCorporate/EliminationsAxos Consolidated
Goodwill$35,721 $35,501 $— $71,222 
Total assets$12,745,029 $1,450,512 $70,024 $14,265,565 

 June 30, 2019
(Dollars in thousands)Banking Business Securities Business Corporate/Eliminations Axos Consolidated
Goodwill$35,721
 $35,501
 $
 $71,222
Total assets$10,566,813
 $645,650
 $7,775
 $11,220,238
 June 30, 2018
(Dollars in thousands)Banking Business Securities Business Corporate/Eliminations Axos Consolidated
Goodwill$35,719
 $
 $
 $35,719
Total assets$9,531,165
 $
 $8,339
 $9,539,504






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