The following discussion provides information about the results of operations,
financial condition, liquidity, off balance sheet items and capital resources of
Axos Financial, Inc. and subsidiaries (collectively, "we", "us" or the
"Company"). This information is intended to facilitate the understanding and
assessment of significant changes and trends related to our financial condition
and the results of our operations. This discussion and analysis should be read
in conjunction with our financial information in our Annual Report on Form 10-K
for the year ended June 30, 2021, and the interim unaudited condensed
consolidated financial statements and notes thereto contained in this report.
Some matters discussed in this report may constitute forward-looking statements
within the meaning of Section 21E of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and as such, may involve risks and uncertainties.
These forward-looking statements can be identified by the use of terminology
such as "estimate," "project," "anticipate," "expect," "intend," "believe,"
"will," or the negative thereof or other variations thereon or comparable
terminology, or by discussions of strategy that involve risks and uncertainties.
These forward-looking statements relate to, among other things, the effects on
our business of the current novel coronavirus pandemic ("COVID-19"), the
Company's financial prospects and other projections of its performance and asset
quality, our ability to continue to grow profitably and increase its business,
our ability to continue to diversify lending and deposit franchises, and the
anticipated timing and financial performance of other offerings, initiatives,
and acquisitions, expectations of the environment in which we operate and
projections of future performance. Forward-looking statements are inherently
unreliable and actual results may vary. Factors that could cause actual results
to differ from these forward-looking statements include uncertainties
surrounding the severity, duration, and effects of the COVID-19 pandemic, our
ability to successfully integrate acquisitions and realize the anticipated
benefits of the transactions, changes in the interest rate environment,
inflation, government regulation, general economic conditions, changes in the
competitive marketplace, conditions in the real estate markets in which we
operate, risks associated with credit quality, the outcome and effects of
pending class action litigation filed against the Company and other risk factors
discussed under the heading "Item 1A. Risk Factors" of this Quarterly Report on
Form 10-Q for the quarter ended December 31, 2021 and in our Annual Report on
Form 10-K for the year ended June 30, 2021, which has been filed with the
Securities and Exchange Commission. We undertake no obligation to publicly
update or revise any forward-looking statements, whether as a result of new
information, future events or otherwise. All written and oral forward-looking
statements made in connection with this report, which are attributable to us or
persons acting on our behalf are expressly qualified in their entirety by the
foregoing information.
General
Our Company, the holding company for Axos Bank (the "Bank"), is a diversified
financial services company with approximately $15.5 billion in assets that
provides consumer and business banking products through its online, low-cost
distribution channels and affinity partners. Our 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 automobiles.
Our 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 ("Axos Clearing") and its business division Axos Advisor Services
("AAS"), formerly E*TRADE Advisor Services, and Axos Invest, Inc. ("Axos
Invest"), which 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. Axos Financial, Inc.'s common stock
is listed on the New York Stock Exchange and is a component of the Russell 2000®
Index, the KBW Nasdaq Financial Technology Index, the S&P SmallCap 600® Index,
the KBW Nasdaq Financial Technology Index, and the Travillian Tech-Forward Bank
Index.
Our Bank is a federal savings bank wholly-owned by our Company and regulated by
the Office of the Comptroller of the Currency ("OCC"), and the Federal Deposit
Insurance Corporation ("FDIC") as its deposit insurer. The Bank must file
reports with the OCC and the FDIC concerning its activities and financial
condition. As a depository institution with more than $10 billion in assets, our
Bank and our affiliates are subject to direct supervision by the Consumer
Financial Protection Bureau.
Axos Clearing is a 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, and Axos Invest LLC is an introducing broker-dealer that is
registered with the SEC and FINRA.

                                       30
--------------------------------------------------------------------------------
  Table of Contents
Segment Information
The Company determines reportable segments based on what separate financial
information is available and what segment results are evaluated regularly by the
Chief Executive Officer in deciding how to allocate resources and in assessing
performance. We operate through two segments: Banking Business and Securities
Business.
Banking Business. The Banking Business includes a broad range of banking
services including online banking, concierge banking, and mortgage, vehicle and
unsecured lending through online and telephonic distribution channels to serve
the needs of consumer and small businesses nationally. Our deposit products
consist of demand, savings, money market and time deposit accounts. 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.
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 investment securities consist
of agency and non-agency mortgage-backed securities, municipal securities and
other non-agency debt 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 risks and rewards are
not sufficient to support our required return on equity.
Securities Business. 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 income and non-banking
service fee income.
Securities services includes fully disclosed clearing services through Axos
Clearing to FINRA- and SEC-registered member firms for trade execution and
clearance as well as back-office services such as record keeping, trade and
performance reporting, accounting, general back-office support, securities and
margin lending, reorganization assistance and custody of securities. 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. Securities lending activities 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 dealers for similar purposes.
Through the RIA custody business, we provide a proprietary, turnkey technology
platform for custody services for our RIA customers. This platform provides fee
income and service that complement our securities business products, while also
generating low cost core deposits.
Axos Invest includes our digital wealth management business, which provides our
retail customers with self-directed trading and investment management services
through a comprehensive and flexible technology platform.
Segment results are compiled based upon the management reporting system, which
assigns balance sheet and income statement items to each of the business
segments. 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 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 unaudited condensed consolidated totals, we include parent-only activities
and intercompany eliminations.
COVID-19 Impact
The Company has closely monitored the rapid developments of and uncertainties
caused by the COVID-19 pandemic. In response to the changes in economic and
business conditions as a result of the COVID-19 pandemic, the Company continues
to take the necessary and appropriate actions to support customers, employees,
partners and shareholders.
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
December 31, 2021, no loans were on forbearance status for a forbearance granted
from any prior date. Any forbearance granted out of COVID-19 was for six months
or less.
                                       31
--------------------------------------------------------------------------------
  Table of Contents
The Company will continue to monitor uncertainties caused by and developments of
COVID-19.
Mergers and Acquisitions
From time to time we undertake acquisitions or similar transactions consistent
with our Company's operating and growth strategies. On 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 Advisors 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.
The acquisition is accounted for as a business combination under the acquisition
method of accounting. Accordingly, tangible and intangible assets acquired (and
liabilities assumed) are recorded at their estimated fair values as of the date
of acquisition. The Company allocated the purchase price to the tangible and
intangible assets acquired based on information available through December 31,
2021.
Critical Accounting Policies
The following discussion and analysis of our financial condition and results of
operations is based upon our unaudited condensed 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 unaudited condensed consolidated financial statements
requires us to make a number of estimates and assumptions that affect the
reported amounts and disclosures in the unaudited condensed 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.
Our significant accounting policies and practices are described in greater
detail in Note 1 - "Summary of Significant Accounting Policies" and under the
caption "Management's Discussion and Analysis of Financial Condition and Results
of Operations - Critical Accounting Policies" contained in our Annual Report on
Form 10-K filed with the Securities and Exchange Commission for the fiscal year
ended June 30, 2021.
USE OF NON-GAAP FINANCIAL MEASURES
In addition to the results presented in accordance with GAAP, this report
includes the non-GAAP financial measures adjusted earnings, adjusted earnings
per common share, and 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", a non-GAAP financial measure, 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 non-recurring charges). 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
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 (unusual or non-recurring charges) provides
investors with an alternative understanding of Axos' business without these
non-recurring costs.
                                       32
--------------------------------------------------------------------------------
  Table of Contents
Below is a reconciliation of net income, the nearest compatible GAAP measure, to
adjusted earnings and adjusted EPS (Non-GAAP) for the periods shown:
                                                Three Months Ended                          Six Months Ended
                                                   December 31,                               December 31,
(Dollars in thousands, except per
share amounts)                              2021                  2020                  2021                 2020
Net income                            $      60,787          $     54,785          $   120,997          $   107,807
Acquisition-related costs                     3,026                 2,552                5,872                5,154

Tax effects of adjustments                     (896)                 (771)              (1,723)              (1,554)

Adjusted earnings (Non-GAAP) $ 62,917 $ 56,566

       $   125,146          $   111,407

Adjusted EPS (Non-GAAP)               $        1.04          $       0.94          $      2.06          $      1.85



  We define "tangible book value", a non-GAAP financial measure, 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, a
non-GAAP financial measure, 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.
Below is a reconciliation of total stockholders' equity, the nearest compatible
GAAP measure, to tangible book value (Non-GAAP) as of the dates indicated:
                                                                    December 31,
  (Dollars in thousands)                                       2021             2020

  Common stockholders' equity                              $ 1,523,157

$ 1,287,482

Less: mortgage servicing rights, carried at fair value 20,110

14,314


  Less: goodwill and other intangible assets                   161,954      

120,644

Tangible common stockholders' equity (Non-GAAP) $ 1,341,093 $ 1,152,524


  Common shares outstanding at end of period                59,498,575      

59,072,822

Tangible book value per common share (Non-GAAP) $ 22.54 $ 19.51


                                       33
--------------------------------------------------------------------------------
  Table of Contents
SELECTED FINANCIAL DATA
The following tables set forth certain selected financial data concerning the
periods indicated:
                     AXOS FINANCIAL, INC. AND SUBSIDIARIES
                  SELECTED CONSOLIDATED FINANCIAL INFORMATION
                                                                        December 31,            June 30,            December 31,
(Dollars in thousands)                                                      2021                  2021                  2020
Selected Balance Sheet Data:
Total assets                                                           $ 

15,547,947 $ 14,265,565 $ 14,393,267 Loans-net of allowance for credit losses

                                 12,607,179            11,414,814            11,609,584
Loans held for sale, carried at fair value                                   27,428                29,768                64,287
Loans held for sale, lower of cost or fair value                             11,446                12,294                13,769
Allowance for credit losses - loans                                         140,489               132,958               136,393
Securities-trading                                                            1,223                 1,983                   362
Securities-available-for-sale                                               139,581               187,335               209,828

Securities borrowed                                                         534,243               619,088               317,571
Customer, broker-dealer and clearing receivables                            429,634               369,815               264,572
Total deposits                                                           12,269,172            10,815,797            11,463,136

Advances from the FHLB                                                      157,500               353,500               182,500
Borrowings, subordinated notes and debentures                               260,435               221,358               418,480
Securities loaned                                                           578,762               728,988               362,170
Customer, broker-dealer and clearing payables                               528,796               535,425               475,473
Total stockholders' equity                                                1,523,157             1,400,936             1,287,482

Capital Ratios:
Equity to assets at end of period                                              9.80  %               9.82  %               8.95  %
Axos Financial, Inc.:
Tier 1 leverage (core) capital to adjusted average assets                      9.42  %               8.82  %               8.68  %
Common equity tier 1 capital (to risk-weighted assets)                        10.08  %              11.36  %              10.85  %
Tier 1 capital (to risk-weighted assets)                                      10.08  %              11.36  %              10.85  %
Total capital (to risk-weighted assets)                                       12.16  %              13.78  %              13.88  %
Axos Bank:
Tier 1 leverage (core) capital to adjusted average assets                     10.13  %               9.45  %               9.08  %
Common equity tier 1 capital (to risk-weighted assets)                        10.91  %              12.28  %              11.45  %
Tier 1 capital (to risk-weighted assets)                                      10.91  %              12.28  %              11.45  %
Total capital (to risk-weighted assets)                                       11.73  %              13.21  %              12.44  %
Axos Clearing, LLC:
Net capital                                                            $     39,453          $     35,950                34,417
Excess capital                                                         $     32,171          $     27,904                28,941
Net capital as a percentage of aggregate debit items                          10.84  %               8.94  %              12.57  %
Net capital in excess of 5% aggregate debit items                      $     21,249          $     15,836                20,726





                                       34

--------------------------------------------------------------------------------

Table of Contents


                     AXOS FINANCIAL, INC. AND SUBSIDIARIES
                  SELECTED CONSOLIDATED FINANCIAL INFORMATION
                                              At or for the Three Months Ended                   At or for the Six Months Ended
                                                        December 31,                                      December 31,
(Dollars in thousands, except per share
data)                                             2021                    2020                   2021                         2020
Selected Income Statement Data:
Interest and dividend income              $        157,076           $   155,379          $       315,386                $   305,268
Interest expense                                    11,508                21,287                   23,176                     43,849
Net interest income                                145,568               134,092                  292,210                    261,419
Provision for credit losses                          4,000                 8,000                    8,000                     19,800
Net interest income after provision for                                                           284,210                    241,619
credit losses                                      141,568               126,092
Non-interest income                                 30,787                28,718                   57,489                     64,573
Non-interest expense                                86,019                76,297                  170,450                    151,843
Income before income tax expense                    86,336                78,513                  171,249                    154,349
Income tax expense                                  25,549                23,728                   50,252                     46,542
Net income                                $         60,787           $    54,785          $       120,997                $   107,807
Net income attributable to common stock   $         60,787           $    54,672          $       120,997                $   107,617

Per Common Share Data:
Net income:
Basic                                     $           1.02           $      0.93          $          2.04                $      1.82
Diluted                                   $           1.00           $      0.91          $          1.99                $      1.79
Adjusted earnings (Non-GAAP)              $           1.04           $      0.94          $          2.06                $      1.85
Book value                                $          25.60           $     21.79          $         25.60                $     21.79
Tangible book value (Non-GAAP)            $          22.54           $     19.51          $         22.54                $     19.51

Weighted average number of common shares
outstanding:
   Basic                                        59,496,489            59,049,697               59,443,667                 59,278,672
   Diluted                                      60,755,981            60,040,723               60,749,383                 60,196,516
Common shares outstanding at end of                                                            59,498,575                 59,072,822
period                                          59,498,575            

59,072,822


Common shares issued at end of period           68,376,837            67,668,664               68,376,837                 67,668,664

Performance Ratios and Other Data:
Loan originations for investment          $      2,525,871           $ 1,909,978          $     4,618,150                $ 3,240,790
Loan originations for sale                $        193,320           $   490,261          $       403,287                $   931,065

Return on average assets                              1.63   %              1.57  %                  1.65   %                   1.56  %
Return on average common stockholders'                                                              16.51   %                  17.21  %
equity                                               16.29   %             17.30  %
Interest rate spread1                                 3.90   %              3.71  %                  3.97   %                   3.67  %
Net interest margin2                                  4.10   %              3.94  %                  4.16   %                   3.89  %
Net interest margin2 - Banking Business                                                              4.39   %                   4.01  %
Segment                                               4.30   %              4.11  %
Efficiency ratio3                                    48.78   %             46.86  %                 48.74   %                  46.58  %
Efficiency ratio3 - Banking Business
Segment                                              39.39   %             40.45  %                 39.66   %                  40.20  %

Asset Quality Ratios:
Net annualized charge-offs to average                                                                0.01   %                   0.12  %
loans                                                 0.01   %              0.16  %
Non-performing loans to total loans                   1.14   %              1.44  %                  1.14   %                   1.44  %
Non-performing assets to total assets                 0.94   %              1.22  %                  0.94   %                   1.22  %
Allowance for credit losses - loans to
total loans held for investment at end of             1.10   %              1.16  %                  1.10   %                   1.16  %

period


Allowance for credit losses - loans to               96.27   %             80.58  %                 96.27   %                  80.58  %

non-performing loans




1   Interest rate spread represents the difference between the annualized
weighted average yield on interest-earning assets and the annualized weighted
average
rate paid on interest-bearing liabilities.
2  Net interest margin represents annualized net interest income as a percentage
of average interest-earning assets.
3 Efficiency ratio represents non-interest expense as a percentage of the
aggregate of net interest income and non-interest income.
                                       35
--------------------------------------------------------------------------------
  Table of Contents
RESULTS OF OPERATIONS
Comparison of the Three and Six Months Ended December 31, 2021 and 2020
For the three months ended December 31, 2021, we had net income of $60.8 million
compared to net income of $54.8 million for the three months ended December 31,
2020. Net income attributable to common stockholders was $60.8 million or $1.00
per diluted share for the three months ended December 31, 2021 compared to net
income attributable to common shareholders of $54.7 million, or $0.91 per
diluted share for the three months ended December 31, 2020. For the six months
ended December 31, 2021, we had net income of $121.0 million compared to net
income of $107.8 million for the six months ended December 31, 2020. Net income
attributable to common stockholders was $121.0 million, or $1.99 per diluted
share for the six months ended December 31, 2021 compared to net income
attributable to common shareholders of $107.6 million, or $1.79 per diluted
share for the six months ended December 31, 2020.
Adjusted earnings and adjusted EPS, non-GAAP measures, which exclude
non-recurring costs related to mergers and acquisitions (including amortization
of intangible assets related to acquisitions), increased 11.2% to $62.9 million
and 10.6% to $1.04, respectively, for the quarter ended December 31, 2021
compared to $56.6 million and $0.94, respectively, for the quarter ended
December 31, 2020. Adjusted earnings and adjusted EPS increased 12.3% to $125.1
million and 11.4% to $2.06, respectively, for the six months ended December 31,
2021 compared to $111.4 million and $1.85, respectively, for the six months
ended December 31, 2020.
Net Interest Income
Net interest income for the three and six months ended December 31, 2021 totaled
$145.6 million and $292.2 million, an increase of 8.6% and 11.8%, compared to
net interest income of $134.1 million and $261.4 million for the three and six
months ended December 31, 2020, respectively. The increase for the three and six
months were primarily due to increased average earnings assets from net loan
portfolio growth and reduced rates paid on interest-bearing demand and savings
deposits and time deposits, partially offset by reduced yields on interest
earning assets. During the three and six months ended December 31, 2021, average
non-interest bearing deposits increased $1,695.0 million and $1,460.0 million,
respectively, primarily from the deposits acquired through the acquisition of
AAS.
Total interest and dividend income during the three and six months ended
December 31, 2021 increased 1.1% to $157.1 million and 3.3% to $315.4 million,
compared to $155.4 million and $305.3 million during the three and six months
ended December 31, 2020, respectively. The increase in interest and dividend
income for the three and six months ended December 31, 2021 was primarily
attributable to the growth in average earning assets from loan originations and
securities borrowed and margin lending, partially offset by reduced yields on
loans and securities borrowed and margin lending. The average balance of loans
and securities borrowed increased by 6.2% and 41.1%, respectively, for the three
months ended December 31, 2021 compared to the three months ended December 31,
2020. The average balance of loans and securities borrowed increased by 6.9% and
62.9%, respectively, for the six months ended December 31, 2021 compared to the
six months ended December 31, 2020.
Total interest expense was $11.5 million for the three months ended December 31,
2021, a decrease of $9.8 million or 45.9% as compared with the three months
ended December 31, 2020. Total interest expense was $23.2 million for the six
months ended December 31, 2021, a decrease of $20.7 million or 47.1% as compared
with the six months ended December 31, 2020. The decrease in the average cost of
funds rate for the three months ended December 31, 2021 compared to 2020 was
primarily due to 19 basis point decrease on interest-bearing demand and savings
deposits due to decreases in prevailing deposit rates across the industry and a
66 basis point decrease in the three month average rates paid on time deposits,
due to higher rate time deposits maturing. The decrease in the average cost of
funds rate for the six months ended December 31, 2021 compared to 2020 was
primarily due to a 24 basis point decrease on interest-bearing demand and
savings deposits due to decreases in prevailing deposit rates across the
industry and a 75 basis point decrease in the six month average rates paid on
time deposits, due to higher rate time deposits maturing. During the three and
six months ended December 31, 2021, average non-interest bearing deposits
increased $1,695.0 million and $1,460.0 million, respectively, primarily from
the deposits acquired through the acquisition of AAS.
Net interest margin, defined as annualized net interest income divided by
average earning assets, increased 16 basis points to 4.10% for the three months
ended December 31, 2021 from 3.94% for the three months ended December 31, 2020,
and increased 27 basis points to 4.16% for the six months ended December 31,
2021 from 3.89% for the six months ended December 31, 2020. During the three and
six months ended December 31, 2021, the primary contributors to the 16 and 27
basis point increases, respectively, was the increase in non-interest bearing
deposits increased $1,695.0 million and $1,460.0 million, respectively,
primarily from the deposits acquired through the acquisition of AAS and
decreased rates on interest-bearing deposits.
                                       36
--------------------------------------------------------------------------------
  Table of Contents
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 Three Months Ended
                                                                                                          December 31,
                                                                           2021                                                                   2020
                                                                     Interest             Average Yields                                    Interest             Average Yields
                                                 Average             Income/               Earned/Rates                 Average             Income/               Earned/Rates

(Dollars in thousands)                          Balance1             Expense                   Paid2                   Balance1             Expense                   Paid2
Assets:
Loans3, 4                                    $ 12,116,565          $ 149,469                          4.93  %       $ 11,409,942          $ 147,085                          5.16  %
Interest-earning deposits in other financial
institutions                                    1,247,675                642                          0.21  %          1,495,760                493                          0.13  %
Mortgage-backed and other investment
securities4                                       139,711              1,338                          3.83  %            202,363              2,917                          5.77  %
Securities borrowed and margin lending5           686,920              5,366                          3.12  %            486,692              4,666                          3.83  %
Stock of the regulatory agencies                   20,519                261                          5.11  %             20,611                218                          4.23  %
Total interest-earning assets                  14,211,390            157,076                          4.42  %         13,615,368            155,379                          4.56  %
Non-interest-earning assets                       676,030                                                                363,373
Total assets                                 $ 14,887,420                                                           $ 13,978,741
Liabilities and Stockholders' Equity:
Interest-bearing demand and savings          $  6,587,348          $   4,299                          0.26  %       $  7,215,813          $   8,131                          0.45  %
Time deposits                                   1,333,848              3,506                          1.05  %          1,860,058              7,964                          1.71  %
Securities loaned                                 439,035                218                          0.20  %            305,900                255                          0.33  %

Advances from the FHLB                            272,033                973                          1.43  %            234,649              1,326                          2.26  %
Borrowings, subordinated notes and
debentures                                        262,781              2,512                          3.82  %            429,833              3,611                          3.36  %
Total interest-bearing liabilities              8,895,045             11,508                          0.52  %         10,046,253             21,287                          0.85  %
Non-interest-bearing demand deposits            3,734,029                                                              2,039,064
Other non-interest-bearing liabilities            765,946                                                                624,220
Stockholders' equity                            1,492,400                                                              1,269,204
Total liabilities and stockholders' equity   $ 14,887,420                                                           $ 13,978,741
Net interest income                                                $ 145,568                                                              $ 134,092
Interest rate spread6                                                                                 3.90  %                                                                3.71  %
Net interest margin7                                                                                  4.10  %                                                                3.94  %


1Average balances are obtained from daily data.
2Annualized.
3Loans include loans held for sale, loan premiums and unearned fees.
4Interest 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 Loans include average balances of $26.5 million
and $27.3 million of Community Reinvestment Act loans which are taxed at a
reduced rate for the 2021 and 2020 three-month periods, respectively.
5Margin lending is the significant component of the asset titled customer,
broker-dealer and clearing receivables on the unaudited condensed consolidated
balance sheets.
6Interest rate spread represents the difference between the weighted average
yield on interest-earning assets and the weighted average rate paid on
interest-bearing liabilities.
7Net interest margin represents annualized net interest income as a percentage
of average interest-earning assets.



                                       37

--------------------------------------------------------------------------------

Table of Contents



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 Six Months Ended
                                                                                                          December 31,
                                                                           2021                                                                   2020
                                                                     Interest             Average Yields                                    Interest             Average Yields
                                                 Average             Income/               Earned/Rates                 Average             Income/               Earned/Rates

(Dollars in thousands)                          Balance1             Expense                   Paid2                   Balance1             Expense                   Paid2
Assets:
Loans3, 4                                    $ 11,889,439          $ 298,645                          5.02  %       $ 11,125,812          $ 288,509                          5.19  %
Interest-earning deposits in other financial
institutions                                    1,205,409              1,233                          0.20  %          1,601,170              1,000                          0.12  %
Mortgage-backed and other investment
securities4                                       148,000              2,759                          3.73  %            196,270              5,594                          5.70  %
Securities borrowed and margin lending5           795,231             12,217                          3.07  %            488,129              9,743                          3.99  %
Stock of the regulatory agencies                   20,607                532                          5.17  %             20,610                422                          4.10  %
Total interest-earning assets                  14,058,686            315,386                          4.49  %         13,431,991            305,268                          4.55  %
Non-interest-earning assets                       587,794                                                                363,165
Total assets                                 $ 14,646,480                                                           $ 13,795,156
Liabilities and Stockholders' Equity:
Interest-bearing demand and savings          $  6,568,907          $   7,866                          0.24  %       $  7,134,068          $  17,222                          0.48  %
Time deposits                                   1,348,454              7,651                          1.13  %          1,959,299             18,427                          1.88  %
Securities loaned                                 549,538                469                          0.17  %            304,251                379                          0.25  %

Advances from the FHLB                            283,717              1,989                          1.40  %            238,574              2,698                          2.26  %
Borrowings, subordinated notes and
debentures                                        249,170              5,201                          4.17  %            343,198              5,123                          2.99  %
Total interest-bearing liabilities              8,999,786             23,176                          0.52  %          9,979,390             43,849                          0.88  %
Non-interest-bearing demand deposits            3,431,150                                                              1,971,139
Other non-interest-bearing liabilities            749,781                                                                593,835
Stockholders' equity                            1,465,763                                                              1,250,792
Total liabilities and stockholders' equity   $ 14,646,480                                                           $ 13,795,156
Net interest income                                                $ 292,210                                                              $ 261,419
Interest rate spread6                                                                                 3.97  %                                                                3.67  %
Net interest margin7                                                                                  4.16  %                                                                3.89  %


1Average balances are obtained from daily data.
2Annualized.
3Loans include loans held for sale, loan premiums and unearned fees.
4Interest 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. Loans include average balances of $26.6 million
and $27.4 million of Community Reinvestment Act loans which are taxed at a
reduced rate for the 2021 and 2020 six-month periods, respectively.
5Margin lending is the significant component of the asset titled customer,
broker-dealer and clearing receivables on the unaudited condensed consolidated
balance sheets.
6Interest rate spread represents the difference between the weighted average
yield on interest-earning assets and the weighted average rate paid on
interest-bearing liabilities.
7Net interest margin represents annualized net interest income as a percentage
of average interest-earning assets.
                                       38
--------------------------------------------------------------------------------
  Table of Contents
Average Balances, Net Interest Income, Yields Earned and Rates Paid
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); (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.:
                                                      For the Three Months Ended                           For the Six Months Ended
                                                             December 31,                                        December 31,
                                                             2021 vs 2020                                        2021 vs 2020
                                                      Increase (Decrease) Due to                          Increase (Decrease) Due to
                                                                                                  Total                                                           Total
                                                                                                Increase                                                        Increase
(Dollars in thousands)                            Volume                Rate                   (Decrease)            Volume              Rate                  (Decrease)
Increase / (decrease) in interest income:
Loans                                        $        9,016          $ (6,632)               $      2,384          $ 19,665          $  (9,529)               $   10,136

Interest-earning deposits in other financial
institutions                                            (96)              245                         149              (283)               516                       233
Mortgage-backed and other investment
securities                                             (758)             (822)                     (1,580)           (1,179)            (1,657)                   (2,836)
Securities borrowed and margin lending                1,674              (974)                        700             5,097             (2,623)                    2,474
Stock of the regulatory agencies                         (1)               45                          44                 -                111                       111
                                             $        9,835          $ (8,138)               $      1,697          $ 23,300          $ (13,182)               $   10,118
Increase / (decrease) in interest expense:
Interest-bearing demand and savings          $         (655)         $ (3,177)               $     (3,832)         $ (1,313)         $  (8,043)               $   (9,356)
Time deposits                                        (1,886)           (2,572)                     (4,458)           (4,727)            (6,049)                  (10,776)
Securities loaned                                        85              (122)                        (37)              239               (149)                       90

Advances from the FHLB                                  188              (541)                       (353)              446             (1,155)                     (709)
Borrowings, subordinated notes and
debentures                                           (1,544)              445                      (1,099)           (1,628)             1,706                        78
                                             $       (3,812)         $ (5,967)               $     (9,779)         $ (6,983)         $ (13,690)
           $  (20,673)



Provision for Credit Losses
The provision for credit losses was $4.0 million for the three months ended
December 31, 2021 compared to $8.0 million for the three months ended
December 31, 2020. The provision for credit losses was $8.0 million for the six
months ended December 31, 2021 compared to $19.8 million for the six months
ended December 31, 2020. The decreases in the provision for the three and six
months ended December 31, 2021 were due to favorable changes in economic and
business conditions resulting from reduced levels of disruptions from the
COVID-19 pandemic between December 31, 2020 and December 31, 2021, partially
offset by loan growth and changes in loan mix. The Provisions for credit losses
for the three and six months ended December 31, 2021 were primarily comprised of
provisions in commercial real estate and consumer and auto due to growth in
these segments of the loan portfolio. Provisions for credit losses are charged
to income to bring the allowance for credit losses - loans to a level deemed
appropriate by management based on the factors discussed under "Financial
Condition-Asset Quality and Allowance for Credit Losses - Loans."



                                       39
--------------------------------------------------------------------------------
  Table of Contents
Non-Interest Income
The following table sets forth information regarding our non-interest income for
the periods shown:
                                                          For the Three Months Ended                                 For the Six Months Ended
                                                                 December 31,                                              December 31,
(Dollars in thousands)                            2021                2020             Inc (Dec)            2021              2020            Inc (Dec)

Prepayment penalty fee income                $    3,294            $  1,579          $    1,715          $  6,280          $  2,947          $   3,333
Gain on sale - other                                 28                 156                (128)               45               490               (445)
Mortgage banking income                           4,612              10,651              (6,039)            9,865            30,218            (20,353)
Broker-dealer fee income                         14,367               6,287               8,080            26,133            11,989             14,144
Banking and service fees                          8,486              10,045              (1,559)           15,166            18,929             (3,763)
Total non-interest income                    $   30,787            $ 28,718          $    2,069          $ 57,489          $ 64,573          $  (7,084)


Non-interest income increased $2.1 million to $30.8 million for the three months
ended December 31, 2021 compared to the three months ended December 31, 2020.
The increase was primarily the result of an $8.1 million increase in
broker-dealer fee income driven by custody and mutual fund fees earned by the
newly acquired AAS division and an increase of $1.7 million in prepayment
penalty fee income, partially offset by a decrease of $6.0 million mortgage
banking income and a decrease of $1.6 million in banking and service fees, from
Emerald Prepaid Mastercard® and Refund Transfer products associated with H&R
Block that did not recur for the three months ended December 31, 2021.
Non-interest income decreased $7.1 million to $57.5 million for the six months
ended December 31, 2021 compared to the six months ended December 31, 2020. The
change was primarily the result of a $20.4 million decrease in mortgage banking
income and a $3.8 million decrease in banking and service fees, from Emerald
Prepaid Mastercard® and Refund Transfer products associated with H&R Block that
did not recur in the six months ended December 31, 2021, partially offset by a
$14.1 million increase in broker-dealer fee income driven by custody and mutual
fund fees earned by the newly acquired AAS division and an increase of $3.3
million in prepayment penalty fee income.



                                       40
--------------------------------------------------------------------------------
  Table of Contents
Non-Interest Expense
  The following table sets forth information regarding our non-interest expense
for the periods shown:
                                                      For the Three Months Ended                                  For the Six Months Ended
                                                             December 31,                                               December 31,
(Dollars in thousands)                        2021                2020             Inc (Dec)             2021               2020            Inc (Dec)
Salaries and related costs               $   39,979            $ 38,199

$ 1,780 $ 80,716 $ 76,822 $ 3,894 Data processing

                              12,199               9,673               2,526             24,291             17,601              6,690
Advertising and promotional                   3,402               3,783                (381)             6,774              6,339                435
Depreciation and amortization                 6,785               5,862                 923             12,513             12,048                465
Professional services                         5,943               5,629                 314             10,488             11,628             (1,140)
Occupancy and equipment                       3,342               3,132                 210              6,523              6,143                380
FDIC and regulatory fees                      2,475               2,601                (126)             4,741              5,293               (552)

Broker-dealer clearing charges                3,678               2,451               1,227              7,683              4,708              2,975
General and administrative expense            8,216               4,967               3,249             16,721             11,261              5,460
Total non-interest expenses              $   86,019            $ 76,297

$ 9,722 $ 170,450 $ 151,843 $ 18,607




Non-interest expense, which is comprised of compensation, data processing,
depreciation and amortization, advertising and promotional, professional
services, occupancy and equipment, FDIC and regulator fees, broker-dealer
clearing charges and other operating expenses, was $86.0 million for the three
months ended December 31, 2021, compared to $76.3 million for the three months
ended December 31, 2020. Non-interest expense was $170.5 million for the six
months ended December 31, 2021, up from $151.8 million for the six months ended
December 31, 2020. The increases for the three and six months ended December 31,
2021 were generally due to the addition of AAS and the expansion of the Company
specifically in areas related to lending and deposits.
Total salaries and related costs increased $1.8 million to $40.0 million for the
three months ended December 31, 2021 compared to $38.2 million for the three
months ended December 31, 2020 and increased $3.9 million to $80.7 million for
the six months ended December 31, 2021 compared to $76.8 million for the six
months ended December 31, 2020. The increases in compensation expense for the
three and six months ended December 31, 2021 were primarily due to increased
staffing levels as a result of the AAS acquisition. Our staff increased to 1,280
from 1,157, or 10.6% between December 31, 2021 and 2020.
Data processing expense increased $2.5 million for the three months ended
December 31, 2021 compared to three months ended December 31, 2020, and
increased $6.7 million for the six months ended December 31, 2021 compared to
the six month period ended December 31, 2020, primarily due to enhancements to
customer interfaces and the Company's core processing systems.
Advertising and promotional expense decreased $0.4 million and increased $0.4
million for the three and six months ended December 31, 2021, compared to the
three and six months ended December 31, 2020, respectively. Fluctuations are
mainly the result of changes in lead generation and deposit marketing costs.
Depreciation and amortization expense increased $0.9 million and $0.5 million
for the three and six months ended December 31, 2021, compared to the three and
six months ended December 31, 2020, respectively. The increases for the three
and six months ended December 31, 2021 were primarily due to amortization of
intangibles as a result of the AAS acquisition and depreciation on lending
platform enhancements and infrastructure development.
Professional services expense increased $0.3 million and decreased $1.1 million
for the three and six months ended December 31, 2021, compared to the three and
six months ended December 31, 2020, respectively. Professional services charges
increased due primarily to increased legal expense during the three months ended
December 31, 2021. The decreased for the six months ended December 31, 2021, was
primarily the result of lower legal expense, compared to the six months ended
December 31, 2020.
Occupancy and equipment expense increased by $0.2 million and $0.4 million for
the three and six months ended December 31, 2021 compared to the three and six
months ended December 31, 2020, respectively. The changes for the three and six
months ended December 31, 2021 are 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.



                                       41

--------------------------------------------------------------------------------
  Table of Contents
Our cost of FDIC and regulatory fees decreased $0.1 million and $0.6 million for
the three and six months ended December 31, 2021, compared to the three and six
month period last year, respectively. The decreases were due to favorable
fluctuations in the Bank's assessment rate. As an FDIC-insured institution, the
Bank is required to pay deposit insurance premiums to the FDIC.
Broker-dealer clearing charges increased $1.2 million and $3.0 million for the
three and six months ended December 31, 2021 compared to the three and six
months ended December 31, 2020, respectively. The increases were attributable to
the acquisition of AAS and increased clearing charges due to higher activity
during the three and six months ended December 31, 2021.
Other general and administrative costs increased by $3.2 million and $5.5
million for the three and six months ended December 31, 2021, compared to the
three and six months ended December 31, 2020, respectively. The increase in the
three months ended December 31, 2021 as compared to the three months ended
December 31, 2020 was primarily due to a $1.0 million provision to allowance for
credit losses of unfunded commitments, compared to a $1.0 million reduction in
the 2020 period, increased loan processing costs, and increased travel costs.
The increase in the six months ended December 31, 2021 as compared to
December 31, 2020 was primarily due to a $3.0 million provision to allowance for
credit losses of unfunded commitments, increased loan processing costs and
increased travel costs.
Provision for Income Taxes
Our effective income tax rates (income tax provision divided by net income
before income tax) for the three months ended December 31, 2021 and 2020 were
29.59% and 30.22%, respectively. Our effective income tax rates for the six
months ended December 31, 2021 and 2020 were 29.34% and 30.15%, respectively.
The change in effective income tax rates between periods are primarily the
result of changes in tax benefits from stock compensation.
SEGMENT RESULTS
Our Company determines reportable segments based on what separate financial
information is available and what segment results are evaluated regularly by the
Chief Executive Officer in deciding how to allocate resources and in assessing
performance. The Company operates through two operating segments: Banking
Business and Securities Business. In order to reconcile the two segments to the
unaudited condensed consolidated totals, the Company includes parent-only
activities and intercompany eliminations. The following tables present the
operating results of the segments:
                                                                            

For the Three Months Ended December 31, 2021

Securities


(Dollars in thousands)                              Banking Business          Business             Corporate/Eliminations           Axos Consolidated
Net interest income                                 $     142,259          $      4,506          $                (1,197)         $          145,568
Provision for credit losses                                 4,000                     -                                -                       4,000
Non-interest income                                        16,295                16,454                           (1,962)                     30,787
Non-interest expense                                       62,449                21,654                            1,916                      86,019
Income before taxes                                 $      92,105          $       (694)         $                (5,075)         $           86,336


                                                                               For the Three Months Ended December 31, 2020
                                                                            

Securities


(Dollars in thousands)                              Banking Business          Business             Corporate/Eliminations           Axos Consolidated
Net interest income                                 $     132,166          $      4,260          $                (2,334)         $          134,092
Provision for credit losses                                 8,000                     -                                -                       8,000
Non-interest income                                        22,295                 6,572                             (149)                     28,718
Non-interest expense                                       62,474                11,312                            2,511                      76,297
Income before taxes                                 $      83,987          $       (480)         $                (4,994)         $           78,513


                                       42

--------------------------------------------------------------------------------

Table of Contents

For the Six Months Ended December 31, 2021


                                                        Banking             

Securities


(Dollars in thousands)                                 Business              Business             Corporate/Eliminations           Axos Consolidated
Net interest income                                 $    284,500          $     10,682          $                (2,972)         $          292,210
Provision for credit losses                                8,000                     -                                -                       8,000
Non-interest income                                       31,123                29,560                           (3,194)                     57,489
Non-interest expense                                     125,174                40,927                            4,349                     170,450
Income before taxes                                 $    182,449          $       (685)         $               (10,515)         $          171,249


                                                                                For the Six Months Ended December 31, 2020
                                                        Banking             

Securities


(Dollars in thousands)                                 Business              Business             Corporate/Eliminations           Axos Consolidated
Net interest income                                 $    255,174          $      9,154          $                (2,909)         $          261,419
Provision for credit losses                               19,800                     -                                -                      19,800
Non-interest income                                       52,507                12,356                             (290)                     64,573
Non-interest expense                                     123,691                22,664                            5,488                     151,843
Income before taxes                                 $    164,190          $     (1,154)         $                (8,687)         $          154,349


Banking Business
For the three months ended December 31, 2021, our Banking Business segment had
income before taxes of $92.1 million compared to income before taxes of $84.0
million for the three months ended December 31, 2020. For the six months ended
December 31, 2021, we had income before taxes of $182.4 million compared to
income before taxes of $164.2 million for the six months ended December 31,
2020. For the three and six months ended December 31, 2020, the increase in
income before taxes was mainly due to an increase in net interest income
primarily from a decline in rates of interest-bearing demand and savings
deposits and time deposits and a decrease in provision for credit losses,
partially offset by a decrease in mortgage banking, compared to the three and
six months ended December 31, 2020.
We consider the ratios shown in the table below to be key indicators of the
performance of our Banking Business segment:
                                                 At or for the Three Months Ended                       At or for the Six Months Ended
                                           December 31, 2021          December 31, 2020          December 31, 2021          December 31, 2020
Efficiency ratio                                      39.39  %                   40.45  %                   39.66  %                   40.20  %
Return on average assets                               1.92  %                    1.80  %                    1.92  %                    1.79  %
Interest rate spread                                   4.14  %                    3.93  %                    4.23  %                    3.82  %
Net interest margin                                    4.30  %                    4.11  %                    4.39  %                    4.01  %


Our Banking Business 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 Parent 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 typically decrease net interest margin.

                                       43
--------------------------------------------------------------------------------
  Table of Contents
Average Balances, Net Interest Income, Yields Earned and Rates Paid
The following table presents our Banking Business 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 Three Months Ended
                                                                                                          December 31,
                                                                           2021                                                                   2020
                                                                     Interest             Average Yields                                    Interest             Average Yields
                                                 Average             Income/               Earned/Rates                 Average             Income/               Earned/Rates

(Dollars in thousands)                          Balance1             Expense                   Paid2                   Balance1             Expense                   Paid2
Assets:
Loans3, 4                                    $ 12,076,831          $ 148,960                          4.93  %       $ 11,364,115          $ 146,327                          5.15  %
Interest-earning deposits in other financial
institutions                                      963,533                376                          0.16  %          1,239,160                324                           0.10 %
Mortgage-backed and other investment
securities4                                       163,417              1,458                          3.57  %            232,518              3,072                          5.28  %
Stock of the regulatory agencies                   17,402                260                          5.98  %             17,250                216                          5.01  %
Total interest-earning assets                  13,221,183            151,054                          4.57  %         12,853,043            149,939                          4.67  %
Non-interest-earning assets                       301,502                                                                159,802
Total assets                                 $ 13,522,685                                                           $ 13,012,845
Liabilities and Stockholders' Equity:
Interest-bearing demand and savings          $  6,619,803          $   4,316                          0.26  %       $  7,391,544          $   8,354                          0.45  %
Time deposits                                   1,333,848              3,506                          1.05  %          1,860,058              7,964                          1.71  %

Advances from the FHLB                            272,033                973                          1.43  %            234,649              1,326                           2.26 %
Borrowings, subordinated notes and
debentures                                            261                  -                             -  %            147,354                130                           0.35 %
Total interest-bearing liabilities              8,225,945              8,795                          0.43  %          9,633,605             17,774                          0.74  %
Non-interest-bearing demand deposits            3,784,965                                                              2,057,615
Other non-interest-bearing liabilities            131,229                                                                126,001
Stockholders' equity                            1,380,546                                                              1,195,624
Total liabilities and stockholders' equity   $ 13,522,685                                                           $ 13,012,845
Net interest income                                                $ 142,259                                                              $ 132,165
Interest rate spread5                                                                                 4.14  %                                                                3.93  %
Net interest margin6                                                                                  4.30  %                                                                4.11  %


1Average balances are obtained from daily data.
2Annualized.
3Loans include loans held for sale, loan premiums and unearned fees.
4Interest 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. Loans include average balances of $26.5 million
and $27.3 million of Community Reinvestment Act loans which are taxed at a
reduced rate for the 2021 and 2020 three-month periods, respectively.
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 annualized net interest income as a percentage
of average interest-earning assets.




                                       44
--------------------------------------------------------------------------------
  Table of Contents
Average Balances, Net Interest Income, Yields Earned and Rates Paid
The following table presents our Banking Business 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 Six Months Ended
                                                                                                          December 31,
                                                                           2021                                                                   2020
                                                                     Interest             Average Yields                                    Interest             Average Yields
                                                 Average             Income/               Earned/Rates                 Average             Income/               Earned/Rates

(Dollars in thousands)                          Balance1             Expense                   Paid2                   Balance1             Expense                   Paid2
Assets:
Loans3, 4                                    $ 11,849,452          $ 297,803                          5.03  %       $ 11,077,492          $ 287,005                          5.18  %
Interest-earning deposits in other financial
institutions                                      921,695                713                          0.15  %          1,390,747                716                           0.10 %
Mortgage-backed and other investment
securities4                                       171,981              3,004                          3.49  %            229,799              5,928                          5.16  %
Stock of the regulatory agencies                   17,613                530                          6.02  %             17,250                419                          4.86  %
Total interest-earning assets                  12,960,741            302,050                          4.66  %         12,715,288            294,068                          4.63  %
Non-interest-earning assets                       294,156                                                                156,007
Total assets                                 $ 13,254,897                                                           $ 12,871,295
Liabilities and Stockholders' Equity:
Interest-bearing demand and savings          $  6,617,301          $   7,910                          0.24  %       $  7,245,289          $  17,509                          0.48  %
Time deposits                                   1,348,454              7,651                          1.13  %          1,959,299             18,427                          1.88  %

Advances from the FHLB                            283,717              1,989                          1.40  %            238,574              2,698                          2.26  %
Borrowings, subordinated notes and
debentures                                            152                  -                             -  %            149,653                262                          0.35  %
Total interest-bearing liabilities              8,249,624             17,550                          0.43  %          9,592,815             38,896                          0.81  %
Non-interest-bearing demand deposits            3,511,837                                                              1,988,235
Other non-interest-bearing liabilities            141,222                                                                130,736
Stockholders' equity                            1,352,214                                                              1,159,509
Total liabilities and stockholders' equity   $ 13,254,897                                                           $ 12,871,295
Net interest income                                                $ 284,500                                                              $ 255,172
Interest rate spread5                                                                                 4.23  %                                                                3.82  %
Net interest margin6                                                                                  4.39  %                                                                4.01  %


1Average balances are obtained from daily data.
2Annualized.
3Loans include loans held for sale, loan premiums and unearned fees.
4Interest 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. Loans include average balances of $26.6 million
and $27.4 million of Community Reinvestment Act loans which are taxed at a
reduced rate for the 2021 and 2020 six-month periods, respectively.
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 annualized net interest income as a percentage
of average interest-earning assets.


                                       45
--------------------------------------------------------------------------------
  Table of Contents
Average Balances, Net Interest Income, Yields Earned and Rates Paid
The following table sets forth the effects of changing rates and volumes on our
net interest income for our Banking Business segment. 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); (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.:
                                                      For the Three Months Ended                                  For the Six Months Ended
                                                             December 31,                                               December 31,
                                                             2021 vs 2020                                               2021 vs 2020
                                                      Increase (Decrease) Due to                                 Increase (Decrease) Due to
                                                                                              Total                                                            Total
                                                                                             Increase                                                        Increase
(Dollars in thousands)                            Volume                Rate                (Decrease)            Volume              Rate          

(Decrease)


Increase / (decrease) in interest income:
Loans                                        $        9,002          $ (6,369)            $     2,633           $ 19,367          $  (8,569)

$ 10,798



Interest-earning deposits in other financial
institutions                                            (87)              139                      52               (282)               279                        (3)
Mortgage-backed and other investment
securities                                             (772)             (842)                 (1,614)            (1,279)            (1,645)         

(2,924)


Stock of the regulatory agencies, at cost                 2                42                      44                  9                102                       111
                                             $        8,145          $ (7,030)            $     1,115           $ 17,815          $  (9,833)               $    7,982
Increase / (decrease) in interest expense:
Interest-bearing demand and savings          $         (800)         $ (3,238)            $    (4,038)          $ (1,418)         $  (8,181)               $   (9,599)
Time deposits                                        (1,886)           (2,572)                 (4,458)            (4,727)            (6,049)                  (10,776)

Advances from the FHLB                                  188              (541)                   (353)               446             (1,155)                     (709)
Borrowings, subordinated notes and
debentures                                              (65)              (65)                   (130)              (131)              (131)                     (262)
                                             $       (2,563)         $ (6,416)            $    (8,979)          $ (5,830)         $ (15,516)               $  (21,346)


The Banking Business segment's net interest income for the three and six months
ended December 31, 2021 totaled $142.3 million and $284.5 million, an increase
of 7.6% and an increase of 11.5%, compared to net interest income of $132.2
million and $255.2 million for the three and six months ended December 31, 2020,
respectively. The increase for the three and six months ended December 31, 2021
was primarily due to the reduction in the rates paid on interest-bearing demand
and savings deposits, and increased interest income due to growth in the loan
portfolio, partially offset by reduced yields on interest earning assets.
The Banking Business segment's non-interest income decreased $6.0 million to
$16.3 million and decreased $21.4 million to $31.1 million for the three and six
months ended December 31, 2021 compared to the three and six months ended
December 31, 2020, respectively. The net decrease was mainly the result of
decreased mortgage banking income and decreased banking and service fees from
Emerald Prepaid Mastercard® and Refund Transfer products associated with H&R
Block that did not recur for the six months ended December 31, 2021, partially
offset by increases in prepayment penalty fee income for the three and six
months ended December 31, 2021, as compared to the three and six months ended
December 31, 2020.
The Banking Business segment's non-interest expense was flat for the three
months ended December 31, 2021 and increased $1.5 million for the six months
ended December 31, 2021 compared to the three and six months ended December 31,
2020. For the three months ended December 31, 2021 compared to the three months
ended December 31, 2020, non-interest expense was flat due to a $3.4 million
increase in other general and administrative expenses, partially offset by a
$3.3 million decrease of salaries and related expenses. For the six months ended
December 31, 2021 compared to the six months ended December 31, 2020, the $1.5
million increase was primarily due to a $5.2 million increase in other general
and administrative expenses, a $4.8 million increase in data processing expense,
and a $2.9 million increase in advertising and promotional expense, partially
offset by a $6.4 million decrease of salaries and related expenses, a $2.1
million decrease in professional fees, a $1.3 million decrease in Depreciation
and amortization, a $0.7 million decrease in Occupancy and equipment, and a $0.5
million decrease in regulatory fees.
Securities Business
For the three months ended December 31, 2021, our Securities Business segment
had a loss before taxes of $0.7 million compared to a loss before taxes of $0.5
million for the three months ended December 31, 2020. For the six months ended
                                       46
--------------------------------------------------------------------------------
  Table of Contents
December 31, 2021, our Securities Business segment had a loss before taxes of
$0.7 million compared to a loss before taxes of $1.2 million for the six months
ended December 31, 2020.
Net interest income for the three months ended December 31, 2021, increased $0.2
million to $4.5 million compared to the three months ended December 31, 2020.
Net interest income for the six months ended December 31, 2021 increased $1.5
million to $10.7 million compared to the six months ended December 31, 2020. The
increases were primarily a result of increase in the average interest-earning
balance of 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.
Non-interest income during the three months ended December 31, 2021, increased
$9.9 million to $16.5 million compared to the three months ended December 31,
2020. The increases were primarily $8.0 million attributable to the addition of
AAS custody and mutual funds fees, an increase of $1.2 million in fees earned on
FDIC insured bank deposits, an increase of $0.3 million in correspondent fees,
and an increase of $0.2 million of clearing and custodial related fees.
Non-interest income during the six months ended December 31, 2021 increased
$17.2 million to $29.6 million compared to the six months ended December 31,
2020. The increases were primarily $13.3 million attributable to the addition of
AAS custody and mutual funds fees, an increase of $2.1 million in fees earned on
FDIC insured bank deposits, an increase of $0.9 million in correspondent fees,
an increase of $0.6 million of clearing and custodial related fees, and an
increase of $0.2 million of clearing technology services.
Non-interest expense increased $10.3 million to $21.7 million for the three
months ended December 31, 2021 from the $11.3 million for the three months ended
December 31, 2020. The increase was primarily related to an increase of $4.7
million in salaries and related expenses related to staffing and the acquisition
of AAS, an increase of $1.5 million in data processing, an increase of $1.3
million depreciation and amortization expense, and an increase of $1.2 million
in broker-dealer clearing charges. Non-interest expense increased $18.3 million
to $40.9 million for the six months ended December 31, 2021, from $22.7 million
for the six months ended December 31, 2020. The increase was primarily related
to an increase of $9.1 million in salaries and related expenses related to
staffing and the acquisition of AAS, an increase of $3.0 million in
broker-dealer clearing charges, an increase of $1.8 million in data processing,
an increase of $1.7 million depreciation and amortization expense, and an
increase of $1.1 million occupancy and equipment expense. The increases were
primarily the result of the addition of AAS.
Selected information concerning the Securities segment follows as of and for the
three months ended:
                                                                         December 31,
(Dollars in thousands)                                          2021                     2020
Compensation as a % of net revenue                                  39.9  %                  33.2  %
FDIC insured program balances (end of period)             $    2,216,939          $       772,801
Customer margin balances (end of period)                  $      328,607          $       231,189
Customer funds on deposit, including short credits (end
of period)                                                $      259,626          $       313,297

Clearing:
Total tickets                                                  2,113,270                1,314,534
Correspondents (end of period)                                        68                       63

Securities lending:
Interest-earning assets - stock borrowed (end of period)  $      534,243          $       317,571
Interest-bearing liabilities - stock loaned (end of
period)                                                   $      578,762          $       362,170


FINANCIAL CONDITION
Balance Sheet Analysis
Total assets increased $1,282.4 million, or 9.0%, to $15.5 billion, as of
December 31, 2021, up from $14.3 billion at June 30, 2021. The increase in total
assets was mainly due to an increase of $1,192.4 million in net loans held for
investment, an increase of $80.6 million in cash and cash equivalents, and an
increase of $59.8 million in customer, broker-dealer and clearing payables,
partially offset by a decrease of $84.8 million in securities borrowed. Total
liabilities increased $1,160.2 million, primarily due to growth in deposits of
$1,453.4 million, partially offset by a decrease of $196.0 million in advances
from the FHLB and a decrease of $150.2 million in securities loaned.
                                       47
--------------------------------------------------------------------------------
  Table of Contents
Loans
Net loans held for investment increased 10.4% to $12.6 billion as of December
31, 2021 from $11.4 billion at June 30, 2021. The increase in the loan portfolio
was primarily due to loan originations of $4.6 billion, partially offset by loan
repayments and other adjustments of $3.4 billion.
The following table sets forth the composition of the loan portfolio as of the
dates indicated:
                                              December 31, 2021                   June 30, 2021
(Dollars in thousands)                       Amount            Percent         Amount         Percent
Single Family - Mortgage & Warehouse   $       4,281,646        33.5  %    $  4,359,472        37.8  %
Multifamily and Commercial Mortgage            2,483,932        19.5  %       2,470,454        21.4  %
Commercial Real Estate                         3,857,367        30.2  %       3,180,453        27.5  %
Commercial & Industrial - Non-RE               1,631,811        12.8  %       1,123,869         9.7  %
Auto & Consumer                                  478,636         3.8  %         362,180         3.1  %
Other                                             22,282         0.2  %          58,316         0.5  %
Total gross loans                             12,755,674       100.0  %      11,554,744       100.0  %
Allowance for credit losses - loans             (140,489)                   

(132,958)


Unaccreted discounts and loan fees                (8,006)                        (6,972)
Total net loans                        $      12,607,179                   $ 11,414,814


The Bank originates some single family interest only loans with terms that
include repayments that are less than the repayments for fully amortizing loans.
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 Bank 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
December 31, 2021, the Company had $1.1 billion of interest only mortgage loans.
Asset Quality and Allowance for Loan and Lease Losses
Non-performing Assets
Non-performing loans are comprised of loans past due 90 days or more on
nonaccrual status and other nonaccrual loans. Non-performing assets include
non-performing loans plus other real estate owned and repossessed vehicles. At
December 31, 2021, our non-performing loans totaled $145.9 million, or 1.14% of
total gross loans and our non-performing loans and foreclosed assets or
"non-performing assets" totaled $146.2 million, or 0.94% of total assets.
Non-performing assets consisted of the following as of the dates indicated:
(Dollars in thousands)                               December 31, 2021         June 30, 2021           Inc (Dec)
Non-performing assets:
Non-accrual loans and leases:
Single Family - Mortgage & Warehouse                $        122,326          $     105,708          $   16,618
Multifamily and Commercial Mortgage                            7,688                 20,428             (12,740)
Commercial Real Estate                                        15,244                 15,839                (595)
Commercial & Industrial - Non-RE                                   -                  2,942              (2,942)
Auto & Consumer                                                  620                    278                 342
Other                                                             55                      -                  55
Total non-performing loans                                   145,933                145,195                 738
Foreclosed real estate                                             -                  6,547              (6,547)
Repossessed-Auto and RV                                          251                    235                  16
Total non-performing assets                         $        146,184

$ 151,977 $ (5,793) Total non-performing loans as a percentage of total loans

                                                           1.14  %                1.26  %            (0.12) %
Total non-performing assets as a percentage of
total assets                                                    0.94  %                1.07  %            (0.13) %


                                       48

--------------------------------------------------------------------------------
  Table of Contents
Total non-performing assets decreased from $152.0 million at June 30, 2021 to
$146.2 million at December 31, 2021. The decrease in non-performing assets of
approximately $5.8 million, was primarily attributable to resolutions of
multifamily and commercial mortgage loans, and foreclosed real estate.
Non-performing single-family loans increased by $16.6 million. The Company ended
forbearance for all single family mortgage borrowers during the quarter ended
September 30, 2020. The weighted-average LTV of the non-performing single family
mortgage loans was 56.5% as of December 31, 2021.
The Bank had no performing troubled debt restructurings as of December 31, 2021
and June 30, 2021. A troubled debt restructuring is a concession made to a
borrower experiencing financial difficulties, typically permanent or temporary
modifications of principal and interest payments or an extension of maturity
dates. When a loan is delinquent and classified as a troubled debt
restructuring, no interest is accrued until the borrower demonstrates over time
(typically six months) that it can make payments. When a loan is considered a
troubled debt restructuring and is on nonaccrual, it is considered
non-performing and included in the table above.
Allowance for Credit Losses - Loans

On July 1, 2020, the Company adopted ASC 326. The update replaces the historical
incurred loss model to a current expected loss model, resulting, generally, in
earlier recognition of loss. Refer to Note 1 - Summary of Significant Accounting
Policies in our Annual Report on Form 10-K for the fiscal year ended June 30,
2021 for greater detail on the accounting adoption along with detail of the
processes and approaches involved in determining the allowance for credit losses
under the new guidance.

The following table reflects management's allocation of the allowance for credit
losses - loans by loan category and the ratio of each loan category to total
loans as of the dates indicated:
                                                         December 31, 2021                                June 30, 2021
                                                 Amount               Allocation                 Amount                Allocation
                                                   of                  as a % of                   of                   as a % of
(Dollars in thousands)                          Allowance              Allowance               Allowance                Allowance
Single Family Real Estate                     $   25,580                      18.2  %       $      26,604                      20.0  %
Multifamily Real Estate                           13,628                       9.7  %              13,146                       9.9  %
Commercial Real Estate                            67,581                      48.0  %              57,928                      43.6  %
Commercial and Industrial - Non-RE                22,716                      16.2  %              28,460                      21.4  %
Consumer and Auto                                 10,921                       7.8  %               6,519                       4.9  %
Other                                                 63                       0.1  %                 301                       0.2  %
Total                                         $  140,489                     100.0  %       $     132,958                     100.0  %


The provision for credit losses was $4.0 million and $8.0 million for the three
months ended December 31, 2021 and 2020, respectively. The provision for credit
losses was $8.0 million and $19.8 million for the six months ended December 31,
2021 and 2020, respectively. The decrease in the provision for credit losses for
three and six months ended December 31, 2021, were due to favorable changes in
economic and business conditions resulting from reduced levels of disruptions
from the COVID-19 pandemic between December 31, 2020 and December 31, 2021,
partially offset by loan growth and changes in loan mix. We believe that the
lower average LTV in the Bank's mortgage loan portfolio will continue to result
in future lower average mortgage loan charge-offs when compared to many other
comparable banks. The resolution of the Bank's existing other real estate owned
and non-performing loans should not have a significant adverse impact on our
operating results.
Investment Securities
Total investment securities were $140.8 million as of December 31, 2021,
compared with $189.3 million at June 30, 2021. During the six months ended
December 31, 2021, we purchased securities for $12.3 million and received
principal repayments of approximately $58.6 million in our available-for-sale
portfolio. The remainder of the change for the available-for-sale portfolio is
attributable to accretion and other activities.
                                       49
--------------------------------------------------------------------------------
  Table of Contents
Deposits
Deposits increased a net $1.5 billion, or 13.4%, to $12.3 billion at
December 31, 2021, from $10.8 billion at June 30, 2021. Non-interest bearing
deposits increased $1.4 billion, or 55.5%, to $3.8 billion at December 31, 2021,
from June 30, 2021, primarily due to deposits provided by the AAS acquisition.
Time deposits decreased $226.4 million as higher costing time deposits were run
off.
The following table sets forth the composition of the deposit portfolio as of
the dates indicated:
                                                            December 31, 2021                                June 30, 2021
(Dollars in thousands)                                 Amount                   Rate1                Amount                 Rate1
Non-interest bearing                            $       3,847,461                     -  %       $  2,474,424                     -  %
Interest bearing:
Demand                                                  3,620,686                  0.16  %          3,369,845                  0.15  %
Savings                                                 3,514,610                  0.23  %          3,458,687                  0.21  %
Total interest-bearing demand and savings               7,135,296                  0.20  %          6,828,532                  0.18  %
Time deposits:
$250 and under2                                           877,488                  1.26  %          1,070,139                  1.30  %
Greater than $250                                         408,927                  0.45  %            442,702                  1.03  %
Total time deposits                                     1,286,415                  1.01  %          1,512,841                  1.22  %
Total interest bearing2                                 8,421,711                  0.32  %          8,341,373                  0.37  %
Total deposits                                  $      12,269,172                  0.22  %       $ 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 $415.3 million and
$621.4 million as of December 31, 2021 and June 30, 2021, respectively, of which
$350.0 million and $380.0 million, respectively, are time deposits classified as
$250 and under.

The following table sets forth the number of deposit accounts by type as of the date indicated:


                                                      December 31, 2021              June 30, 2021              December 31, 2020
Non-interest bearing, prepaid and other                     39,698                              36,726                30,068
Checking and savings accounts                              342,127                             336,068               314,145
Time deposits                                               10,234                              12,815                15,797
Total number of deposit accounts                           392,059                             385,609                       360,010



Borrowings

The following table sets forth the composition of our borrowings and the interest rates at the dates indicated:


                                               December 31, 2021                              June 30, 2021                              December 31, 2020
                                                           Weighted Average                            Weighted Average                              Weighted Average
(Dollars in thousands)                  Balance                  Rate                Balance                 Rate                 Balance                  Rate

FHLB Advances                           $157,500                    2.29  %          $353,500                   1.18  %           $182,500                    2.21  %
Borrowings, subordinated
notes and debentures                    260,435                     4.37  %          221,358                     4.68 %           418,480                     3.45  %
Total borrowings                        $417,935                    3.59  %          $574,858                   0.73  %           $600,980                    3.07  %

Weighted average cost of
borrowings during the quarter                2.64  %                                     2.93  %                                       2.97  %
Borrowings as a percent of
total assets                                 2.69  %                                     4.03  %                                       4.18  %


At December 31, 2021, total borrowings amounted to $417.9 million, down $156.9
million, or 27.3%, from June 30, 2021 and down $183.0 million or 30.5% from
December 31, 2020. Borrowings as a percent of total assets were 2.69%, 4.03% and
4.18% at December 31, 2021, June 30, 2021 and December 31, 2020, respectively.
Weighted average cost of borrowings during the quarter were 2.64%, 2.93% and
2.97% for the quarters ended December 31, 2021, June 30, 2021 and December 31,
2020, respectively.
                                       50
--------------------------------------------------------------------------------
  Table of Contents
We regularly use advances from the FHLB to manage our interest rate risk and, to
a lesser extent, manage our liquidity position. Generally, FHLB advances with
terms between three and ten years have been used to fund the purchase of single
family and multifamily mortgages and to provide us with interest rate risk
protection should rates rise.
Stockholders' Equity
  Stockholders' equity increased $122.2 million to $1,523.2 million at
December 31, 2021 compared to $1,400.9 million at June 30, 2021. The increase
was the result of our net income for the six months ended December 31, 2021 of
$121.0 million, stock compensation expense of $2.4 million, partially offset by
a $1.2 million decrease in other comprehensive income, net of tax.
During the three and six months ended December 31, 2021, the Company did not
repurchase any common stock shares. The Company has $52.8 million remaining
under the Board authorized stock repurchase program.

LIQUIDITY

Cash flow information is as follows:


                                               For the Six Months Ended
                                                     December 31,
                (Dollars in thousands)          2021              2020
                Operating Activities       $    (76,773)     $    284,417
                Investing Activities       $ (1,132,694)     $ (1,015,293)
                Financing Activities       $  1,290,048      $    223,552


During the six months ended December 31, 2021, we had net cash outflows from
operating activities of $76.8 million compared to inflows of $284.4 million for
the six months ended December 31, 2020, primarily due to net income for each
period. Net operating cash inflows and outflows fluctuate primarily due to the
timing of the following: originations of loans held for sale, proceeds from loan
sales, securities borrowed and loaned, and customer, broker-dealer and clearing
receivables and payables, and changes in other assets and payables were the
primary drivers.
Net cash outflows from investing activities totaled $1,132.7 million for the six
months ended December 31, 2021, while outflows totaled $1,015.3 million for the
six months ended December 31, 2020. The increase in outflows was primarily due
to increased originations of loans partially offset by increased repayments on
loans and the $54.8 million acquisition of AAS.
Net cash inflows from financing activities totaled $1,290.0 million for the six
months ended December 31, 2021, compared to net cash outflows from financing
activities of $223.6 million for the six months ended December 31, 2020. The
primary driver behind the increase in net cash inflows was increased deposits
provided in part, by the acquisition of AAS for the six months ended
December 31, 2021.
During the six months ended December 31, 2021, the Bank could borrow up to 40.0%
of its total assets from the FHLB. Borrowings are collateralized by the pledge
of certain mortgage loans and investment securities to the FHLB. At December 31,
2021, the Company had $1,939.2 million available immediately and $3,449.5
million available with additional collateral. At December 31, 2021, we also had
two unsecured federal funds purchase lines with two different banks totaling
$175.0 million, under which no borrowings were outstanding.
The Bank has the ability to borrow short-term from the Federal Reserve Bank of
San Francisco Discount Window. At December 31, 2021, the Bank did not have any
borrowings outstanding and the amount available from this source was $2,433.9
million. The credit line is collateralized by consumer loans and mortgage-backed
securities.
Axos Clearing has a total of $170.0 million in uncommitted secured lines of
credit for borrowing as needed. As of December 31, 2021, there was $75.0 million
outstanding. These credit facilities bear interest at rates based on the Federal
Funds rate and are due upon demand.
Axos Clearing has a $50.0 million committed unsecured line of credit available
for limited purpose borrowing. As of December 31, 2021, no borrowings were
outstanding. This credit facility bears interest at rates based on the Federal
Funds rate and are due upon demand.
We believe our liquidity sources to be stable and adequate for our anticipated
needs and contingencies for the next 12 months and beyond. We believe we have
the ability to increase our level of deposits and borrowings to address our
liquidity needs for the foreseeable future.
                                       51
--------------------------------------------------------------------------------
  Table of Contents
OFF-BALANCE SHEET COMMITMENTS
At December 31, 2021, we had commitments to originate loans with an aggregate
outstanding principal balance of $2,483.0 million, and commitments to sell loans
with an aggregate outstanding principal balance of $50.0 million. We have no
commitments to purchase loans, investment securities or any other unused lines
of credit.
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.
CAPITAL RESOURCES AND 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 unaudited condensed 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. Information presented for December 31,
2021, 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 December 31, 2021, our Company and Bank met all the
capital adequacy requirements to which they were subject and were "well
capitalized" under the regulatory framework for prompt corrective action.
Management believes that no conditions or events have occurred since
December 31, 2021 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 Company and Bank elected the CECL 5-year transition guidance for calculating
regulatory capital ratios and the December 31, 2021 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, 2023. This
cumulative amount will then be phased out of regulatory capital over the next
three years.
                                       52
--------------------------------------------------------------------------------
  Table of Contents
The Company's and Bank's estimated capital amounts, capital ratios and capital
requirements under Basel III were as follows:

                                     Axos Financial, Inc.                       Axos Bank                         "Well
                                December 31,         June 30,         December 31,        June 30,             Capitalized"           Minimum Capital
(Dollars in millions)               2021               2021               2021              2021                  Ratio                    Ratio
Regulatory Capital:
Tier 1                         $     1,390          $  1,309          $   1,366          $  1,263
Common equity tier 1           $     1,390          $  1,309          $   1,366          $  1,263
Total capital (to
risk-weighted assets)          $     1,676          $  1,588          $   1,469          $  1,358

Assets:
Average adjusted               $    14,755          $ 14,851          $  13,491          $ 13,360
Total risk-weighted            $    13,781          $ 11,523          $  12,523          $ 10,283

Regulatory Capital Ratios:
Tier 1 leverage (core) capital
to adjusted average assets            9.42  %           8.82  %           10.13  %           9.45  %                    5.00  %               4.00  %
Common equity tier 1 capital
(to risk-weighted assets)            10.08  %          11.36  %           10.91  %          12.28  %                    6.50  %               4.50  %
Tier 1 capital (to
risk-weighted assets)                10.08  %          11.36  %           10.91  %          12.28  %                    8.00  %               6.00  %
Total capital (to
risk-weighted assets)                12.16  %          13.78  %           11.73  %          13.21  %                   10.00  %               8.00  %


Basel III implemented 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
December 31, 2021, our Company and Bank are in compliance with the capital
conservation buffer requirement, which sets the common equity tier 1 risk-based,
tier 1 risk-based and total risk-based capital ratio minimums to 7.0%, 8.5% and
10.5%, respectively.
Securities Business
Pursuant to the net capital requirements of 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. Under the alternate
method, the Company 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.
The net capital positions of Axos Clearing were as follows:
(Dollars in thousands)                                      December 31, 2021         June 30, 2021
Net capital                                               $         39,453          $       35,950
Excess Capital                                            $         32,171          $       27,904

Net capital as a percentage of aggregate debit items                 10.84  %                 8.94  %

Net capital in excess of 5% aggregate debit items $ 21,249

$ 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 December 31, 2021, the
Company had a deposit requirement of $224.1 million and maintained a deposit of
$213.1 million. On January 3, 2022, the company made a deposit of $11.0 million.
Certain broker-dealers have chosen to maintain brokerage customer accounts at
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 December 31, 2021, the Company had a deposit requirement of $44.0
million and maintained a deposit of $46.5 million. On January 3, 2022, the
Company made a withdrawal in the amount of $2.5 million.
                                       53

--------------------------------------------------------------------------------

Table of Contents

© Edgar Online, source Glimpses