The following discussion and analysis contains forward-looking statements that
are based upon current expectations. Forward-looking statements involve risks
and uncertainties. Our actual results and the timing of events could differ
materially from those expressed or implied in our forward-looking statements due
to various important factors, including those set forth under "Risk Factors" in
Item 1A. and elsewhere in this Annual Report on Form 10-K. The following
discussion and analysis should be read together with the "Selected Financial
Data" and consolidated financial statements, including the related notes
included elsewhere in this Annual Report on Form 10-K.
OVERVIEW
The consolidated financial statements include the accounts of Axos Financial,
Inc. ("Axos") and its wholly owned subsidiaries, Axos Bank (the "Bank") and Axos
Nevada Holding, LLC ("Axos Nevada Holding"), collectively, the "Company." Axos
Nevada Holding owns the companies constituting the Securities Business segment,
including; Axos Securities, LLC, Axos Clearing LLC ("Axos Clearing"), a clearing
broker-dealer, Axos Invest, Inc., a registered investment advisor, and Axos
Invest LLC, an introducing broker-dealer. With approximately $14.3 billion in
assets, Axos Bank provides consumer and business banking products through its
low-cost distribution channels and affinity partners. Axos Clearing and Axos
Invest LLC, provide comprehensive securities clearing services to introducing
broker-dealers and registered investment advisor correspondents and digital
investment advisory services to retail investors, respectively. Axos Financial,
Inc.'s common stock is listed on the NYSE under the symbol "AX" and is a
component of the Russell 2000® Index and the S&P SmallCap 600® Index. For more
information on Axos Bank, please visit axosbank.com.
Net income for the fiscal year ended June 30, 2021 was $215.7 million compared
to $183.4 million and $155.1 million for the fiscal years ended June 30, 2020
and 2019, respectively. Net income attributable to common stockholders for the
fiscal year ended June 30, 2021 was $215.5 million, or $3.56 per diluted share
compared to $183.1 million, or $2.98 per diluted share and $154.8 million, or
$2.48 per diluted share for the years ended June 30, 2020 and 2019,
respectively. Growth in our interest earning assets, particularly the loan and
lease portfolio, and a reduced cost of interest-bearing liabilities were the
primary reasons for the increase in our net income from fiscal 2020 to fiscal
2021.
Net interest income increased $61.1 million for the year ended June 30, 2021
compared to the year ended June 30, 2020. Net interest income for the year ended
June 30, 2021 was $538.7 million compared to $477.6 million and $408.6 million
for the years ended June 30, 2020 and 2019, respectively. The growth of net
interest income from fiscal year 2019 through 2021 is primarily due to net loan
portfolio growth and a reduction of rates paid on deposits.
Provision for credit losses for the year ended June 30, 2021 was $23.8 million,
compared to $42.2 million and $27.4 million for the years ended June 30, 2020
and 2019, respectively. The decrease of $18.5 million for fiscal year 2021 is
the result of provisions associated with non-recurring Refund Advance loans. The
increase of $14.9 million for fiscal year 2020 is the result of additional
provisions for changes in economic and business conditions resulting from the
COVID-19 pandemic, overall loan portfolio growth, and changes in the loan mix.
Non-interest income for the fiscal year ended June 30, 2021, was $105.3 million
compared to non-interest income of $103.0 million and $82.8 million for the
fiscal years ended 2020 and 2019. The increase from fiscal year 2020 to fiscal
year 2021 was primarily the result of an increase of mortgage banking income,
partially offset by a decrease in banking and service fees related to the
discontinued income tax product. The increase from fiscal year 2019 to fiscal
year 2020 was primarily the result of an increase of mortgage banking and a full
year of broker-dealer fees.
Non-interest expense for the fiscal year ended June 30, 2021 was $314.5 million
compared to $275.8 million and $251.2 million for the years ended June 30, 2020
and 2019, respectively. The increase was primarily due to an increase of $8.2
million in staffing for lending, information technology infrastructure
development, clearing services, and regulatory compliance, an increase in data
processing, and an increase in professional services. Our staffing at June 30,
2021 rose to 1165 employees compared to 1099 and 1007 at June 30, 2020 and 2019,
respectively.
Total assets were $14.3 billion at June 30, 2021 compared to $13.9 billion at
June 30, 2020. Assets grew $0.4 billion or 3.0% during the last fiscal year,
primarily due to loan originations, primarily from C&I and income property
lending, partially offset by a decrease in total cash. We built our cash
position at the beginning of the COVID-19 pandemic and used it to fund loan
growth during fiscal 2021.
COVID-19 Impact. We are closely monitoring the 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, we continue to take
the following actions to support customers, employees, partners and
shareholders:
                                       47
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•Actively communicating with borrowers and partners to assess individual needs;
•Providing secure and efficient remote work options for our team members;
•Adjusting provisions for credit losses;
•Tightening underwriting standards;
•Reallocating personnel to increase resources for customer service and portfolio
management; and
•Limiting business travel.

Under the guidelines set forth in the CARES Act, for our borrowers who were one
or less payments past due on April 1, 2020, we may delay payments for an agreed
upon timeframe, depending on each individual borrower's characteristics. The
Company has taken proactive measures to manage loans that became delinquent
during the recent economic downturn as a result of the COVID-19 pandemic. As of
June 30, 2021, the Company provided no forbearance nor deferrals of payment
obligations on any single family, multifamily and commercial mortgage loans,
warehouse loans and commercial real estate loans. Deferrals totaling $0.9
million of auto and consumers loans were granted during the year ended June 30,
2021.
MERGERS AND ACQUISITIONS
 From time to time we undertake acquisitions or similar transactions consistent
with our Company's operating and growth strategies. We completed no business
acquisitions or asset acquisitions during the fiscal years ended June 30, 2021
and June 30, 2020, two business acquisitions and two asset acquisitions during
the fiscal year ended June 30, 2019. On August 2, 2021, we acquired certain
assets and liabilities of E*TRADE Advisor Services, the registered investment
advisor custody business Morgan Stanley acquired in its acquisition of E*TRADE
Financial Corporation in 2020.
E*TRADE Advisor Services acquisition. On August 2, 2021, Axos Clearing closed
its acquisition of E*TRADE Advisor Services ("EAS"), the registered investment
advisor ("RIA") custody business Morgan Stanley acquired in its acquisition of
E*TRADE Financial Corporation in 2020. EAS had approximately $24.8 billion of
assets under custody, including $1.2 billion of client cash sweeps, at July 30,
2021. EAS has been rebranded Axos Advisor Services and operates as the RIA
custody business within Axos Clearing. The $54.9 million cash purchase price was
funded with existing capital.
MWABank deposit acquisition. On March 15, 2019, the Bank closed the deposit
assumption agreement with MWABank and acquired approximately $173 million of
deposits, including approximately $151 million of checking, savings and money
market accounts and $22 million of time deposits, from MWABank. Axos did not
acquire any assets, employees or branches in this transaction. The Bank received
cash equal to the book value of the deposit liabilities.
WiseBanyan. On February 26, 2019 the Company's subsidiary, Axos Securities, LLC,
had completed the acquisition of WiseBanyan Holding, Inc. and its subsidiaries
(collectively "WiseBanyan"). Headquartered in Las Vegas, Nevada, WiseBanyan (now
Axos Invest) is a provider of personal financial and investment management
services through a proprietary technology platform. When acquired, WiseBanyan
served approximately 24,000 clients with approximately $150 million of assets
under management. The Company paid $3.2 million in cash to acquire the assets of
WiseBanyan and recorded $2.7 million in intangible assets.The Company purchased
the whole WiseBanyan business and has the entire voting interest. Goodwill is
not expected to be deducted for tax purposes.
COR Securities Holdings. On January 28, 2019 ("Acquisition Date"), Axos
Clearing, LLC and Axos Clarity MergeCo., Inc. completed the acquisition of COR
Securities Holdings Inc.("COR Securities"), the parent company of COR Clearing
LLC ("COR Clearing"), pursuant to the terms of the Agreement and Plan of Merger,
dated as of September 28, 2018 (the "Merger Agreement").
Headquartered in Omaha, Nebraska, COR Clearing is a full-service correspondent
clearing firm for independent broker-dealers. Established as a part of Mutual of
Omaha Insurance Company and spun off as Legent Clearing in 2002, COR Clearing
provides clearing, settlement, custody, and securities and margin lending to
more than sixty introducing broker-dealers and 90,000 customers. The total cash
consideration of approximately $80.9 million was funded with existing capital.
Upon closing, the Company issued subordinated notes totaling $7.5 million to the
principal stockholders of COR Securities in an equal principal amount, with a
maturity of 15 months, to serve as a source of payment of indemnification
obligations of the principal stakeholders of COR Securities under the Merger
Agreement. The Company is in the process of making an indemnification claim
against the $7.4 million remaining.
The acquisition of COR Securities is accounted for as a business combination
using the acquisition method of accounting and, accordingly, assets acquired,
liabilities assumed, and consideration paid are recorded at estimated fair
values on the Acquisition Date. The Company recorded goodwill of $35.5 million
and an additional $20.1 million in intangible assets as of the Acquisition Date.
Included in the professional services line of the statement of income the
Company recognized $0.4 million in transaction costs.
                                       48
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The acquisition will enable the Company to expand its banking business to a new
customer base through independent broker-dealers and consumer account
relationships, scale entry into wealth management through technology-driven
platforms, and increase and diversify fee revenue, all of which will improve key
operating metrics. The goodwill recognized results from the expected synergies
and potential earnings from this combination.
Nationwide Bank deposit acquisition. On November 16, 2018, the Bank completed
the acquisition of substantially all of Nationwide Bank's ("Nationwide")
deposits at the time of closing, adding $2.4 billion in deposits, including
$661.4 million in checking, savings and money market accounts and $1.7 billion
in time deposit accounts. The Bank received cash for the deposit balances
transferred less a premium of $13.5 million, recorded in intangibles,
commensurate with the fair market value of the deposits purchased.
CRITICAL ACCOUNTING POLICIES
The following discussion and analysis of our financial condition and results of
operations is based upon our consolidated financial statements and the notes
thereto, which have been prepared in accordance with accounting principles
generally accepted in the United States of America. The preparation of these
consolidated financial statements requires us to make a number of estimates and
assumptions that affect the reported amounts and disclosures in the consolidated
financial statements. On an ongoing basis, we evaluate our estimates and
assumptions based upon historical experience and various factors and
circumstances. We believe that our estimates and assumptions are reasonable
under the circumstances. However, actual results may differ significantly from
these estimates and assumptions that could have a material effect on the
carrying value of assets and liabilities at the balance sheet dates and our
results of operations for the reporting periods.
Securities. We classify securities as either trading, available-for-sale or
held-to-maturity. Trading securities are recorded at fair value with changes in
fair value recorded in earnings each period. Securities available-for-sale are
reported at estimated fair value, with unrealized gains and losses, net of the
related tax effects, excluded from operations and reported as a separate
component of accumulated other comprehensive income or loss. The fair values of
securities traded in active markets are obtained from market quotes. If quoted
prices in active markets are not available, we determine the fair values by
utilizing industry-standard tools to calculate the net present value of the
expected cash flows available to the securities. For securities other than
non-agency MBS, we use observable market participant inputs and categorize these
securities as Level II in determining fair value. For non-agency MBS securities,
we use a level III fair value model approach. To determine the performance of
the underlying mortgage loan pools, we consider where appropriate borrower
prepayments, defaults, and loss severities based on a number of macroeconomic
factors, including housing price changes, unemployment rates, interest rates and
borrower attributes such as credit score and loan documentation at the time of
origination. We input for each security our projections of monthly default
rates, loss severity rates and voluntary prepayment rates for the underlying
mortgages for the remaining life of the security to determine the expected cash
flows. The projections of default rates are derived by the Company from the
historic default rate observed in the pool of loans collateralizing the
security, increased by (or decreased by) the forecasted increase or decrease in
the national unemployment rate as well as the forecasted increase or decrease in
the national home price appreciation (HPA) index. The projections of loss
severity rates are derived by the Company from the historic loss severity rate
observed in the pool of loans, increased by (or decreased by) the forecasted
decrease or increase in the HPA index. To determine the discount rates used to
compute the present value of the expected cash flows for these non-agency MBS
securities, we separate the securities by the borrower characteristics in the
underlying pool. For example, non-agency RMBS "Prime" securities generally have
borrowers with higher FICO scores and better documentation of income. "Alt-A"
securities generally have borrowers with lower FICO and less documentation of
income. "Pay-option ARMs" are Alt-A securities with borrowers that tend to pay
the least amount of principal (or increase their loan balance through negative
amortization). Separate discount rates are calculated for Prime, Alt-A and
Pay-option ARM non-agency MBS securities using market-participant assumptions
for risk, capital and return on equity.
For available-for-sale debt securities in an unrealized loss position, the
Company first assesses whether it intends to sell, or it is more likely than not
that it will be required to sell the security before recovery of its amortized
cost basis. If either of the criteria regarding intent or requirement to sell is
met, the security's amortized cost basis is written down to fair value through
income. For available-for-sale debt securities that do not meet the
aforementioned criteria, the Company evaluates at the individual security level
whether the decline in fair value has resulted from credit losses or other
factors. In making this assessment, management considers the extent to which
fair value is less than amortized cost and adverse conditions specifically
related to the security, among other factors. If this assessment indicates that
a credit loss exists, the present value of cash flows expected to be collected
from the security are compared to the amortized cost basis of the security. If
the present value of cash flows expected to be collected is less than the
amortized cost basis, a credit loss exists and an allowance for credit losses is
recorded for the credit loss, limited by the amount that the fair value is less
than the amortized cost basis. The remaining change in fair value is recognized
in other comprehensive income. Changes in the allowance for credit losses, if
any, are recorded as a provision for (or reversal of) credit losses. Losses are
charged against the allowance when management believes the
                                       49
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uncollectibility of an available-for-sale investment security is confirmed or
when either of the criteria regarding intent or requirement to sell is met.
For non-agency MBS we determine the cash flow expected to be collected and
calculate the present value for purposes of testing for credit loss, by
utilizing the same industry-standard tool and the same cash flows as those
calculated for fair values (discussed above). We compute cash flows based upon
the underlying mortgage loan pools and our estimates of prepayments, defaults,
and loss severities. We input our projections for the underlying mortgages for
the remaining life of the security to determine the expected cash flows. The
discount rates used to compute the present value of the expected cash flows for
purposes of testing for credit loss are different from those used to calculate
fair value and are either the implicit rate calculated in each of our securities
at acquisition or the last accounting yield (ASC Topic 325-40-35). We calculate
the implicit rate at acquisition based on the contractual terms of the security,
considering scheduled payments (and minimum payments in the case of pay-option
ARMs) without prepayment assumptions. We use this discount rate in the
industry-standard model to calculate the present value of the cash flows for
purposes of measuring the credit loss of our debt securities.
Allowance for Credit Losses. On July 1, 2020, we adopted Accounting Standard
Update ("ASU") 2016-13, "Measurement of Credit Losses on Financial Instruments"
and all subsequent amendments that modified ASU 2016-13 (collectively, "ASC
326"). The allowance for credit losses is maintained at a level needed to absorb
expected credit losses over the contractual life, considering the effects of
prepayments, of the loan portfolio as of the reporting date. Determining the
adequacy of the allowance is complex and requires judgment by our management
team about the effect of matters that are inherently uncertain. As such, a
future assessment of current conditions may require material adjustments to the
allowance.
Our process for determining expected life-time credit losses entails a
loan-level, model-based approach and requires consideration of a broad range of
relevant information relating to historical loss experience, current economic
conditions and reasonable and supportable forecasts.
A credit loss is estimated for all loans. Consequently, we stratify the full
loan population into segments sharing similar characteristics to perform the
evaluation of the credit loss collectively.
We define a segment as the level at which we develop a systematic methodology to
determine the allowance for credit losses. Additionally, we can further stratify
loans of similar type, risk attributes and methods for monitoring credit risk.
We categorize the loan portfolio into six segments: Single Family - Mortgage &
Warehouse, Multifamily and Commercial Mortgage, Commercial Real Estate,
Commercial & Industrial - Non Real Estate, Auto & Consumer and Other - refer to
Note 1 - "Summary of Significant Accounting Policies" for further detail of the
segments and classes within.
The method for estimating expected life-time credit losses includes, among other
things, the following main components: 1) The use of a probability of default
("PD")/loss given default ("LGD") model; 2) defining a number of economic
scenarios across the benign to adverse spectrum; 3) a reasonable forecast period
of 12 months for all loan segments; and 4) a reversion period of 18 months using
a linear transition to historical loss rates for each loan pool. After the
reversion period, the historical loss rate is applied over the remaining
contractual life of loan. Reasonable forecast periods and reversion periods are
subject to periodic review and may be adjusted based on our review of current
economic conditions.
Given the inherent limitations of a solely quantitative model, qualitative
adjustments are included to arrive at the ending calculated loss amount in order
to account for data points not captured from quantitative inputs alone.
Qualitative criteria we consider includes, among other things, the following:
• Regulatory and Legal - matters that may impact the timeliness and/or amounts
of repayments;
• Concentration - portfolio composition and loan concentration;
• Collateral Dependency - changes in collateral values;
• Lending/Underwriting Standards - current lending policies and the effects of
any new policies;
• Nature and Volume - loan production volume and mix;
• Loan Trends - credit performance trends, including a borrower's financial
condition and credit rating.
Specifically, we review whether the model reflects the appropriate level of PD
and LGD, given the macroeconomic forecasts used as compared to our loan
portfolio. We determine the adequacy of the allowance based on reviews of
individual loans, recent loss experience, current economic conditions,
expectations about future economic conditions, the risk characteristics of the
various categories of loans and other pertinent factors. If, based on our
evaluation, macroeconomic factors do not capture our assumption regarding
collateral values (LGD) and defaults (PD), we will apply additional qualitative
overlays to the loan portfolio. This evaluation is inherently subjective and
requires estimates that are susceptible to significant revision as more
information becomes available.
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For further information on the Allowance for Credit Losses, refer to Note 1 -
"Summary of Significant Accounting Policies".
Goodwill and Other Intangible Assets. Goodwill represents the excess of the cost
of an acquisition over the fair value of the net assets acquired. Other
intangible assets represent purchased assets that lack physical substance but
can be distinguished from goodwill because of contractual or other legal rights.
Intangible assets that have finite lives, such as core deposit intangibles, are
amortized over their estimated useful lives and subject to periodic impairment
testing. Intangible assets (other than goodwill) are amortized to expense using
accelerated or straight-line methods over their respective estimated useful
lives.
Goodwill is subject to impairment testing at the reporting unit level, which is
conducted at least annually. The Company performs impairment testing during the
third quarter of each year or when events or changes in circumstances indicate
the assets might be impaired. The goodwill impairment testing requires us to
make judgments and assumptions. The testing consists of estimating the fair
value of each reporting unit based on valuation techniques, including a
discounted cash flow model using revenue, profit forecasts, and recent industry
and market conditions and trends, then comparing those estimated fair values
with the carrying values of the assets and liabilities of each reporting unit,
which includes the allocated goodwill. Based on the results, the Company
determined that the estimated fair value exceeded its carrying value and
concluded that the goodwill and other identifiable intangible assets were not
impaired.
USE OF NON-GAAP FINANCIAL MEASURES
In addition to the results presented in accordance with GAAP, this report
includes non-GAAP financial measures such as 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" as net income without the after-tax impact of
non-recurring acquisition-related costs (including amortization of intangible
assets related to acquisitions), and other costs (unusual or nonrecurring
charges). Adjusted earnings per diluted common share ("adjusted EPS") is
calculated by dividing non-GAAP adjusted earnings by the average number of
diluted common shares outstanding during the period. We believe the non-GAAP
measures of adjusted earnings and adjusted EPS provide useful information about
the Bank's operating performance. We believe excluding the non-recurring
acquisition related costs, and other costs provides investors with an
alternative understanding of Axos' business.
Below is a reconciliation of net income, the nearest compatible GAAP measure, to
adjusted earnings and adjusted EPS (Non-GAAP) for the periods shown:
                                                                       For Twelve Months Ended June 30,
(Dollars in thousands, except per share amounts)                  2021                   2020               2019
Net income                                                 $    215,707              $ 183,438          $ 155,131
Acquisition-related costs                                         9,826                 10,108              6,714
Excess FDIC expense                                                   -                      -              1,111
Other costs                                                           -                      -             15,299
Tax effect of adjustments                                        (2,894)                (3,048)            (6,267)
Adjusted earnings (Non-GAAP)                               $    222,639              $ 190,498          $ 171,988
Adjusted EPS (Non-GAAP)                                    $       3.68              $    3.10          $    2.75


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We define "tangible book value," as book value adjusted for goodwill and other
intangible assets. Tangible book value is calculated using common stockholders'
equity minus mortgage servicing rights, goodwill and other intangible assets.
Tangible book value per common share is calculated by dividing tangible book
value by the common shares outstanding at the end of the period. We believe
tangible book value per common share is useful in evaluating the Company's
capital strength, financial condition, and ability to manage potential losses.
Below is a reconciliation of total stockholders' equity, the nearest compatible
GAAP measure, to tangible book value (Non-GAAP) as of the dates indicated:
                                                                          At the Fiscal Years Ended June 30,
(Dollars in thousands, except per share
amounts)                                      2021                 2020                 2019                 2018                  2017
Total stockholders' equity               $ 1,400,936          $ 1,230,846

$ 1,073,050 $ 960,513 $ 834,247 Less: preferred stock

                              -                5,063                5,063                 5,063                 5,063
Common stockholders' equity                1,400,936            1,225,783            1,067,987               955,450               829,184
Less: mortgage servicing rights, carried
at fair value                                 17,911               10,675                9,784                10,752                 7,200
Less: goodwill and intangible assets         115,972              125,389              134,893                67,788                     -
Tangible common stockholders' equity
(Non-GAAP)                               $ 1,267,053          $ 1,089,719

$ 923,310 $ 876,910 $ 821,984 Common shares outstanding at end of period

                                    59,317,944           59,612,635           61,128,817            62,688,064            63,536,244
Tangible book value per common share
(Non-GAAP)                               $     21.36          $     18.28          $     15.10          $      13.99          $      12.94



                                       52

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AVERAGE BALANCES, NET INTEREST INCOME, YIELDS EARNED AND RATES PAID
The following tables set forth, for the periods indicated, information regarding
(i) average balances; (ii) the total amount of interest income from
interest-earning assets and the weighted average yields on such assets;
(iii) the total amount of interest expense on interest-bearing liabilities and
the weighted average rates paid on such liabilities; (iv) net interest income;
(v) interest rate spread; and (vi) net interest margin:
                                                                                                                       For the Fiscal Years Ended June 30,
                                                                  2021                                                                2020                                                                2019
                                                                                     Average                                                             Average                                                             Average
                                                              Interest                Yields                                      Interest                Yields                                      Interest                Yields
                                          Average             Income /               Earned /                 Average             Income /               Earned /                 Average             Income /               Earned /
(Dollars in thousands)                   Balance1             Expense              Rates  Paid               Balance1             Expense              Rates  Paid               Balance1             Expense              Rates  Paid
Assets:
Loans2,3                              $ 11,332,020          $ 584,410                       5.16  %       $ 10,149,867          $ 582,748                       5.74  %       $  8,974,820          $ 525,317                       5.85  %

Interest-earning deposits in other
financial institutions                   1,600,811              2,185                       0.14  %            833,612             10,906                       1.31  %            631,228             13,495                       2.14  %
Investment securities                      192,420              9,560                       4.97  %            217,598             11,061                       5.08  %            210,189             13,943                       6.63  %
Securities borrowed and margin
lending                                    613,735             20,466                       3.33  %            362,063             16,585                       4.58  %            173,829              8,746                       5.03  %
Stock of the regulatory agencies            20,588              1,242                       6.03  %             28,776              1,539                       5.35  %             41,078              3,386                       8.24  %
Total interest-earning assets           13,759,574          $ 617,863                       4.49  %         11,591,916          $ 622,839                       5.37  %         10,031,144          $ 564,887                       5.63  %
Non-interest-earning assets                394,085                                                             395,789                                                             234,993
Total assets                          $ 14,153,659                                                        $ 11,987,705                                                        $ 10,266,137
Liabilities and Stockholders' Equity:
Interest-bearing demand and savings   $  7,204,698          $  29,031                       0.40  %       $  4,844,700          $  66,883                       1.38  %       $  3,906,833          $  61,391                       1.57  %
Time deposits                            1,825,795             31,498                       1.73  %          2,482,151             60,033                       2.42  %          2,322,039             55,689                       2.40  %

Securities loaned                          412,385              1,496                       0.36  %            247,420                679                       0.27  %            221,469                748                       0.34  %
Advances from the FHLB                     211,077              4,672                       2.21  %            747,358             11,988                       1.60  %          1,397,460             32,834                       2.35  %
Borrowings, subordinated notes and
debentures                                 340,699             12,424                       3.65  %            103,652              5,645                       5.45  %            104,287              5,620                       5.39  %
Total interest-bearing liabilities       9,994,654             79,121                       0.79  %          8,425,281            145,228                       1.72  %          7,952,088            156,282                       1.97  %
Non-interest-bearing demand deposits     2,182,009                                                           1,990,005                                                           1,227,285
Other non-interest-bearing
liabilities                                671,581                                                             397,506                                                              76,651
Stockholders' equity                     1,305,415                                                           1,174,913                                                           1,010,113
Total liabilities and stockholders'
equity                                $ 14,153,659                                                        $ 11,987,705                                                        $ 10,266,137
Net interest income                                         $ 538,742                                                           $ 477,611                                                           $ 408,605
Interest rate spread4                                                                       3.70  %                                                             3.65  %                                                             3.66  %
Net interest margin5                                                                        3.92  %                                                             4.12  %                                                             4.07  %


1 Average balances are obtained from daily data.
2 Loans includes loans held for sale, loan premiums, discounts and unearned
fees.
3 Interest income includes reductions for amortization of loan and investment
securities premiums and earnings from accretion of discounts and loan fees. Loan
and lease fee income is not significant. Also includes $27.2 million as of
June 30, 2021, $28.0 million as of June 30, 2020 and $28.7 million as of
June 30, 2019 of loans that qualify for Community Reinvestment Act credit which
are taxed at a reduced rate.
4 Interest rate spread represents the difference between the weighted average
yield on interest-earning assets and the weighted average rate paid on
interest-bearing liabilities.
5 Net interest margin represents net interest income as a percentage of average
interest-earning assets.
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RESULTS OF OPERATIONS
Our results of operations depend on our net interest income, which is the
difference between interest income on interest-earning assets and interest
expense on interest-bearing liabilities. Our net interest income has increased
as a result of the growth in our interest earning assets and is subject to
competitive factors in online banking and other markets. Our net interest income
is reduced by our estimate of credit loss provisions for our loan portfolio. We
also earn non-interest income primarily from mortgage banking activities,
banking products and service activity, our Securities Business, prepaid card fee
income, prepayment fee income from multifamily and commercial borrowers who
repay their loans before maturity and from gains on sales of other loans and
investment securities. Losses on investment securities reduce non-interest
income. The largest component of non-interest expense is salary and benefits,
which is a function of the number of personnel, which increased to 1,165
full-time equivalent employees at June 30, 2021, from 1,099 full time employees
at June 30, 2020. We are subject to federal and state income taxes, and our
effective tax rates were 29.45%, 30.15% and 27.10% for the fiscal years ended
June 30, 2021, 2020, and 2019, respectively. Other factors that affect our
results of operations include expenses relating to data processing, advertising,
depreciation, occupancy, professional services, and other miscellaneous
expenses.

COMPARISON OF THE FISCAL YEARS ENDED JUNE 30, 2021 AND JUNE 30, 2020
Net Interest Income. Net interest income totaled $538.7 million for the fiscal
year ended June 30, 2021 compared to $477.6 million for the fiscal year ended
June 30, 2020. The following table sets forth the effects of changing rates and
volumes on our net interest income. Information is provided with respect to
(i) effects on interest income and interest expense attributable to changes in
volume (changes in volume multiplied by prior rate); and (ii) effects on
interest income and interest expense attributable to changes in rate (changes in
rate multiplied by prior volume). The change in interest due to both volume and
rate has been allocated proportionally to both, based on their relative absolute
values.
                                                              Fiscal Year Ended June 30, 2021 vs 2020
                                                                    Increase (Decrease) Due to
                                                                                                              Total
                                                                                                            Increase
(Dollars in thousands)                                          Volume               Rate                  (Decrease)
Increase (decrease) in interest income:
Loans                                                        $   63,934          $ (62,272)               $    1,662

Interest-earning deposits in other financial institutions 5,473

        (14,194)                   (8,721)
Investment securities                                            (1,265)              (236)                   (1,501)
Securities borrowed and margin lending                            9,287             (5,406)                    3,881
Stock of the regulatory agencies                                   (476)               179                      (297)
Total increase (decrease) in interest income                 $   76,953          $ (81,929)               $   (4,976)
Increase (decrease) in interest expense:
Interest-bearing demand and savings                          $   23,234          $ (61,086)               $  (37,852)
Time deposits                                                   (13,730)           (14,805)                  (28,535)

Securities loaned                                                   544                273                       817
Advances from the FHLB                                          (10,732)             3,416                    (7,316)
Other borrowings                                                  9,184             (2,405)                    6,779
Total increase (decrease) in interest expense                $    8,500          $ (74,607)               $  (66,107)


Interest Income. Interest income for the fiscal year ended June 30, 2021 totaled
$617.9 million, a decrease of $5.0 million, or 0.8%, compared to $622.8 million
in interest income for the fiscal year ended June 30, 2020 primarily due to
reduced rates on interest-earning assets, partially offset by growth in volume
of interest-earning assets from loan originations, primarily from commercial
real estate and commercial & industrial lending. Average interest-earning assets
for the fiscal year ended June 30, 2021 increased by $2,167.7 million compared
to the fiscal year ended June 30, 2020 primarily due to loan originations for
investment which totaled $7,304.4 million during the year ended June 30, 2021.
Yields on loans decreased by 58 basis points to 5.16% for the fiscal year ended
June 30, 2021, primarily due to declines in market interest rates. For the
fiscal year ended June 30, 2021, the growth in average balances contributed
additional interest income of $77.0 million, which was offset by a $81.9 million
decrease in interest income due to declines in market interest rates. The
average yield earned on our interest-earning assets decreased to 4.49% for the
fiscal year ended June 30, 2021, compared to 5.37% in 2020 primarily due to
decreases in loan yields and rates earned on deposits in other financial
institutions. As a result of the Federal Reserve's decisions to maintain the Fed
Funds target rate near zero, the rates earned on our adjustable-rate loans are
generally at their floor and the rates on newly originated loans are lower than
the average rate of the loan portfolio.
                                       54
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Interest Expense. Interest expense totaled $79.1 million for the fiscal year
ended June 30, 2021, a decrease of $66.1 million, or 45.5% compared to $145.2
million in interest expense during the fiscal year ended June 30, 2020, due
primarily to a $192.0 million increase in non-interest bearing deposits and
decreased rates on deposits, as a result of the Federal Reserve's decision to
maintain the Fed Funds target rate near zero throughout the year, partially
offset by greater volume of deposits due to growth. The average rate paid on all
of our interest-bearing liabilities decreased to 0.79% for the fiscal year ended
June 30, 2021 from 1.72% for the fiscal year ended June 30, 2020, due primarily
to decreased rates on deposits. Average interest-bearing liabilities for the
fiscal year ended June 30, 2021 increased $1,569.4 million compared to fiscal
2020. The average rate on interest-bearing demand and savings deposits decreased
to 0.40% from 1.38% due to decreases in prevailing deposit rates across the
industry. The rates on borrowings, subordinated notes and debentures also
decreased to 3.65% from 5.45% due primarily to the mix of borrowings. The
average rate on time deposits decreased to 1.73% for the fiscal year ended
June 30, 2021 from 2.42% for the fiscal year ended June 30, 2020, due to higher
rate maturing time deposits. The average non-interest-bearing demand deposits
were $2,182.0 million for the fiscal year ended June 30, 2021, up from $1,990.0
million, representing an increase of $192.0 million.
Provision for Credit Losses. Provision for credit losses was $23.8 million for
the fiscal year ended June 30, 2021 and $42.2 million for fiscal 2020. The
decrease was due to the decrease in provisions associated with non-recurring
Refund Advance loans and macroeconomic updates relating to COVID-19. The
provisions are made to maintain our allowance for credit losses at levels which
management believes to be adequate. The assessment of the adequacy of our
allowance for credit losses is based upon a number of quantitative and
qualitative factors, including levels and trends of past due and nonaccrual
loans, loss history and changes in the volume and mix of loans and collateral
values.
See "Asset Quality and Allowance for Credit Losses - Loans" for discussion of
our allowance for credit losses and the related loss provisions.
Non-interest Income. The following table sets forth information regarding our
non-interest income:
                                         For the Fiscal Year Ended June 30,
(Dollars in thousands)                           2021                       2020

Prepayment penalty fee income                 7,166                          5,993
Gain on sale - other                            491                          6,871
Mortgage banking income                      42,150                         20,646
Broker-dealer fee income                     26,317                         23,210
Banking and service fees                     29,137                         46,267
Total non-interest income        $          105,261                      $ 102,987


Through our agreement with H&R Block, Inc. ("H&R Block") and its wholly-owned
subsidiaries the Bank earned significant non-interest income by providing H&R
Block-branded financial products and services. On July 1, 2020, the Bank
received written notification from Emerald Financial Services, LLC ("EFS"), a
subsidiary of H&R Block, terminating the Program Management Agreement ("PMA")
covering the Emerald Prepaid Mastercard®, Refund Transfer and Emerald Advance
products, effective July 1, 2020. While the PMA has been terminated, the Bank
continued to perform certain services under the PMA until the services were
fully transitioned to another bank in December 2020. Historically, the primary
non-interest income generating H&R Block products and services that lead to the
increased banking and service fees are Emerald Prepaid Mastercard® ("EPC") and
Refund Transfer ("RT").
Non-interest income totaled $105.3 million for the fiscal year ended June 30,
2021 compared to non-interest income of $103.0 million for fiscal 2020. The
increase was primarily the result of an increase of $21.5 million in mortgage
banking income, resulting from an increase in originations and sales of loans
held-for-sale due to the decline in market interest rates, an increase of $3.1
million in broker-dealer fee income, and increased levels of prepayment penalty
fee income by $1.2 million, partially offset by a decrease of $17.1 million in
banking and service fees, primarily due to Emerald Prepaid Mastercard® and
Refund Transfer products associated with H&R Block that did not recur in fiscal
2021, and a $6.4 million decrease in gain on sale-other, as certain sales of
lottery receivables and sales of Refund Advance loans to H&R Block in fiscal
2020 did not recur in fiscal 2021. Banking and service fees includes H&R
Block-branded product fees, deposit fees, fee income from prepaid card sponsors,
and certain C&I loan fees. The primary non-interest income-generating H&R Block
products and services that led to increased levels of banking and service fees
in fiscal 2020 are EPC and RT. For the fiscal year ended June 30, 2021, EPC was
$2.6 million compared to $7.8 million for fiscal 2020. For the fiscal year ended
June 30, 2021, RT was $1.4 million compared to $11.5 million for fiscal 2020.
                                       55
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Included in gain on sale - other are sales of unsecured and secured consumer and
business loans originated through introductions from our third-party partner
relationships and sales of structured settlement annuity and state lottery
receivables. We engage in the wholesale and retail purchase of state lottery
prize and structured settlement annuity payments. These payments are high credit
quality deferred payment receivables having a state lottery commission or
investment grade (top two tiers) insurance company payor. The Bank originates
contracts for the retail purchase of such payments and classifies these under
the category of Other in the loan portfolio. Factoring yields are typically
higher than mortgage loan rates. Typically, the gain received upon sale of these
payment streams is greater than the gain received from an equivalent amount of
mortgage loan sales. Since 2013, pools of structured settlement receivables have
been originated for sale depending upon management's assessment of interest rate
risk, liquidity, and offers containing favorable terms and are classified on our
balance sheet as loans held for sale. Increased sales on favorable terms during
fiscal 2020 resulted in an increase in gain on sale from structured settlement
annuity and state lottery receivables. Such sales did not recur to the same
degree for during fiscal 2021.
Non-interest Expense. The following table sets forth information regarding our
non-interest expense for the periods shown:
                                               For the Fiscal Year Ended June 30,
(Dollars in thousands)                                 2021                       2020
Salaries and related costs             $          152,576                      $ 144,341
Data processing                                    40,719                         30,671
Depreciation and amortization                      24,124                         24,443
Advertising and promotional                        14,212                         14,523
Occupancy and equipment                            13,402                         12,059
Professional services                              22,241                         11,095
Broker-dealer clearing charges                     11,152                   

8,210

FDIC and regulator fees                            10,603                   

5,538



General and administrative expenses                25,481                         24,886
Total non-interest expense             $          314,510                      $ 275,766


  Non-interest expense totaled $314.5 million for the fiscal year ended June 30,
2021, an increase of $38.7 million compared to fiscal 2020. Salaries and related
costs increased $8.2 million, or 5.7%, in fiscal 2021 primarily due to the
staffing additions from increased staffing levels to support expansion in the
Banking segment, specifically for lending and information technology
infrastructure development activities. Our staff increased to 1,165 from 1099 or
6.0% between fiscal years ended June 30, 2021 and 2020 and increased to 1099
from 1007 or 9.1% between fiscal years ended June 30, 2020 and 2019.

Data processing increased $10.0 million, primarily due to enhancements to customer interfaces and the Bank's core processing system.

Depreciation and amortization, decreased $0.3 million primarily due to reduced depreciation on computer hardware and furniture and fixtures.

Advertising and promotion expense decreased $0.3 million, primarily due to reductions in deposit marketing throughout the year.


  Occupancy and equipment expense increased $1.3 million, primarily due to the
timing of new property leases and an impairment reserve charge on the early exit
of a property lease of $0.9 million during fiscal 2021.

Professional services, which include accounting and legal fees, increased $11.1 million in fiscal 2021 compared to 2020. The increase in professional services was primarily due to increased legal and consulting expenses.

Broker-dealer clearing charges increased $2.9 million primarily due to increased correspondent and market activity.


  The Federal Deposit Insurance Corporation ("FDIC") and regulator fees
increased by $5.1 million in fiscal 2021 compared to fiscal 2020. The increase
corresponds to growth in average liabilities and small bank assessment credits
received from the FDIC during fiscal 2020 which did not recur in fiscal 2021.
  General and administrative expenses increased by $0.6 million in fiscal 2021
compared to 2020. The increase was primarily due increased deposit servicing
expenses.
  Income Tax Expense. Income tax expense was $90.0 million for the fiscal year
ended June 30, 2021 compared to $79.2 million for fiscal 2020. Our effective tax
rates were 29.45% and 30.15% for the fiscal years ended June 30, 2021 and 2020,
respectively.
                                       56
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As of June 30, 2020, the Company determined that certain stock-based
compensation awards would not be granted under the plan, and the deferred tax
assets related to these awards would not be realized. Accordingly, the Company
wrote-off $6.8 million of a stock-based compensation deferred tax asset,
resulting in a $2.0 million increase in tax expense for fiscal 2020.
The Company received federal and state tax credits for the years ended June 30,
2021 and 2020, respectively. These tax credits reduced the effective tax rate by
approximately 0.59% and 0.77%, respectively.
SEGMENT RESULTS
The Company determines reportable segments based on the services offered, the
significance of the services offered, the significance of those services to the
Company's financial condition and operating results and management's regular
review of the operating results of those services. The Company operates through
two operating segments: Banking Business and Securities Business. In order to
reconcile the two segments to the consolidated totals, the Company includes
parent-only activities and intercompany eliminations. The following tables
present the operating results of the segments:
                                                                            

Fiscal Year Ended June 30, 2021


                                                 Banking            

Securities


(Dollars in thousands)                          Business             Business             Corporate/Eliminations           Axos Consolidated
Net interest income                           $  527,760          $     18,746          $                (7,764)         $          538,742
Provision for loan losses                         23,750                     -                                -                      23,750
Non-interest income                               79,150                27,627                           (1,516)                    105,261
Non-interest expense                             254,596                48,095                           11,819                     314,510
Income (loss) before taxes                    $  328,564          $     (1,722)         $               (21,099)         $          305,743


                                                                           

Fiscal Year Ended June 30, 2020


                                                 Banking            

Securities


(Dollars in thousands)                          Business             Business             Corporate/Eliminations           Axos Consolidated
Net interest income                           $  464,448          $     16,630          $                (3,467)         $          477,611
Provision for loan losses                         42,200                     -                                -                      42,200
Non-interest income                               80,374                24,817                           (2,204)                    102,987
Non-interest expense                             216,895                43,525                           15,346                     275,766
Income (loss) before taxes                    $  285,727          $     (2,078)         $               (21,017)         $          262,632


Banking Business
For the fiscal year ended June 30, 2021, we had pre-tax income of $328.6 million
compared to pre-tax income of $285.7 million for the fiscal year ended June 30,
2020. For the fiscal year ended June 30, 2021, the increase in pre-tax income
was primarily related to increased net interest income due to loan and deposit
growth.
We consider the ratios shown in the table below to be key indicators of the
performance of our Banking Business segment:
                                           Fiscal Year Ended
                                                        June 30, 2021      June 30, 2020
Efficiency ratio                                              41.95  %           39.81  %
Return on average assets                                       1.76  %            1.78  %
Interest rate spread                                           3.92  %            3.72  %
Net interest margin                                            4.11  %            4.19  %


Our Banking segment's net interest margin exceeds our consolidated net interest
margin. Our consolidated net interest margin includes certain items that are not
reflected in the calculation of our net interest margin within our Banking
Business and reduce our consolidated net interest margin, such as the borrowing
costs at our Holding Company and the yields and costs associated with certain
items within interest-earning assets and interest-bearing liabilities in our
Securities Business, including items related to securities financing operations.
                                       57
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The following table presents our Banking segment's information regarding
(i) average balances; (ii) the total amount of interest income from
interest-earning assets and the weighted average yields on such assets;
(iii) the total amount of interest expense on interest-bearing liabilities and
the weighted average rates paid on such liabilities; (iv) net interest income;
(v) interest rate spread; and (vi) net interest margin for the twelve months
ended June 30, 2021 and 2020:
                                                                                               For the Fiscal Years Ended June 30,
                                                                      2021                                                                           2020
                                                                   Interest
                                                                   Income/               Average Yields                                           Interest                 Average Yields
(Dollars in thousands)                 Average Balance1            Expense             Earned/Rates Paid            Average Balance1           Income/Expense            Earned/Rates Paid
Assets:
Loans2,3                             $      11,287,008          $   581,504                         5.15  %       $      10,122,818          $        581,518                         5.74  %
Interest-earning deposits in other
financial institutions                       1,329,029                1,359                         0.10  %                 700,659                     8,839                         1.26  %
Investment securities3                         221,213               10,166                         4.60  %                 235,893                    11,661                         4.94  %
Stock of the regulatory agencies, at
cost                                            17,250                  932                         5.40  %                  25,696                     1,532                         5.96  %
Total interest-earning assets               12,854,500              593,961                         4.62  %              11,085,066                   603,550                         5.44  %
Non-interest-earning assets                    172,712                                                                      188,625
Total Assets                         $      13,027,212                                                            $      11,273,691
Liabilities and Stockholder's
Equity:
Interest-bearing demand and savings  $       7,324,855          $    29,626                         0.40  %       $       4,864,591          $         67,070                         1.38  %
Time deposits                                1,825,795               31,498                         1.73  %               2,482,151                    60,033                         2.42  %

Advances from the FHLB                         211,077                4,672                         2.21  %                 747,358                    11,988                         1.60  %
Borrowings, subordinated notes and
debentures                                     116,255                  406                         0.35  %                   3,092                        11                         0.36  %

Total interest-bearing liabilities $ 9,477,982 $ 66,202

                         0.70  %       $       8,097,192          $        139,102                         1.72  %
Non-interest-bearing demand deposits         2,209,932                                                                    2,000,755
Other non-interest-bearing
liabilities                                    121,545                                                                       85,951
Stockholder's equity                         1,217,753                                                                    1,089,793
Total Liabilities and Stockholders'
Equity                               $      13,027,212                                                            $      11,273,691
Net interest income                                             $   527,759                                                                  $        464,448
Interest rate spread4                                                                               3.92  %                                                                           3.72  %
Net interest margin5                                                                                4.11  %                                                                           4.19  %


1Average balances are obtained from daily data.
2Loans include loans held for sale, loan premiums and unearned fees.
3Interest income includes reductions for amortization of loan and investment
securities premiums and earnings from accretion of discounts and loan fees.
Loans include average balances of $27.2 million and $28.0 million of Community
Reinvestment Act loans which are taxed at a reduced rate for the 2021 and 2020
twelve-month periods, respectively.
4Interest rate spread represents the difference between the weighted average
yield on interest-earning assets and the weighted average rate paid on
interest-bearing liabilities.
5Net interest margin represents annualized net interest income as a percentage
of average interest-earning assets.
                                       58
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Net Interest Income. Net interest income totaled $527.8 million for the fiscal
year ended June 30, 2021 compared to $464.4 million for the fiscal year ended
June 30, 2020. The following table sets forth the effects of changing rates and
volumes on our net interest income. Information is provided with respect to
(i) effects on interest income and interest expense attributable to changes in
volume (changes in volume multiplied by prior rate); and (ii) effects on
interest income and interest expense attributable to changes in rate (changes in
rate multiplied by prior volume). The change in interest due to both volume and
rate has been allocated proportionally to both, based on their relative absolute
values.
                                                              Fiscal Year Ended June 30, 2021 vs 2020
                                                                    Increase (Decrease) Due to
                                                                                                              Total
                                                                                                            Increase
(Dollars in thousands)                                          Volume               Rate                  (Decrease)
Increase (decrease) in interest income:
Loans and leases                                             $   63,068          $ (63,082)               $      (14)

Interest-earning deposits in other financial institutions 4,330

        (11,810)                   (7,480)
Investment securities                                              (710)              (785)                   (1,495)

Stock of the regulatory agencies                                   (466)              (134)                     (600)
Total increase (decrease) in interest income                 $   66,222          $ (75,811)               $   (9,589)
Increase (decrease) in interest expense:
Interest-bearing demand and savings                          $   24,084          $ (61,528)               $  (37,444)
Time deposits                                                   (13,730)           (14,805)                  (28,535)

Advances from the FHLB                                          (10,732)             3,416                    (7,316)

Other borrowings                                                    395                  -                       395
Total increase (decrease) in interest expense                $       17          $ (72,917)               $  (72,900)


The Banking segment's net interest income for the fiscal year ended June 30,
2021 totaled $527.8 million, an increase of 13.6%, compared to net interest
income of $464.4 million for the fiscal year ended June 30, 2020. The growth of
net interest income is primarily due to net loan portfolio growth and a
reduction of rates paid on deposits.
The Banking segment's non-interest income decreased $1.2 million during the
fiscal year ended June 30, 2021 to $79.2 million from the $80.4 million for the
fiscal year ended June 30, 2020. The decrease in non-interest income for the
fiscal year ended June 30, 2021, was primarily the result of a decrease of $17.0
million in banking and service fees, primarily from Emerald Prepaid Mastercard®
and Refund Transfer products associated with H&R Block that did not recur in
fiscal 2021, and a $6.4 million decrease in gain on sale-other, as certain sales
of lottery receivables and sales of Refund Advance loans to H&R Block in fiscal
2020 did not recur in fiscal 2021, partially offset by an increase in mortgage
banking income of $21.0 million driven by the decline of mortgage rates to
record lows over the year, and an increase of $1.2 million in prepayment penalty
fee income.
Non-interest expense totaled $254.6 million for the fiscal year ended June 30,
2021, an increase of $37.7 million compared to fiscal 2020. Salaries and related
costs increased $13.3 million, or 11.9%, in fiscal 2021 due to increased
staffing levels to support growth in staffing specifically for lending and
information technology infrastructure development activities, a $9.8 million
increase in data processing expense for loan and deposit systems enhancements, a
$7.9 million increase in professional services due to increased legal and
consulting expenses, an increase of $4.9 million in FDIC and OCC standard
regulatory charges due to growth in average liabilities and a small bank
assessment credit received from the FDIC in fiscal 2020 which did not recur, and
a $1.6 million increase in occupancy expense primarily due to an impairment
reserve charge on the early exit of a property lease.
Securities Business
For the fiscal year ended June 30, 2021, our Securities Business segment had a
loss before taxes of $1.7 million an improvement of 17.1% compared to the loss
before taxes of $2.1 million for the fiscal year ended June 30, 2020.



                                       59
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The following table provides our Securities Business operating results:


                                    For the Fiscal Year Ended June 30,
(Dollars in thousands)                                          2021          2020
Net interest income                                          $ 18,746      $ 16,630
Non-interest income                                            27,627        24,817
Non-interest expense                                           48,095        43,525
Income (Loss) before taxes                                   $ (1,722)     $ (2,078)


Net interest income for the fiscal year ended June 30, 2021 was $18.7 million
compared to $16.6 million for the fiscal year ended June 30, 2020, an increase
of $2.1 million due to increased activity. In the Securities business, interest
is earned on margin loan balances, securities borrowed, and cash deposit
balances. Interest expense is incurred from cash borrowed through bank lines and
securities lending.
Non-interest income totaled $27.6 million for the fiscal year ended June 30,
2021, an increase of $2.8 million compared to the $24.8 million during the
fiscal year ended June 30, 2020. Increased activity resulted in an increase of
$3.3 million from correspondent fees and an increase of $2.7 million from
clearing and custodial related fees, partially offset by a decrease of $3.9
million in fees earned on managing customers' FDIC insured bank deposits due to
decreased rates.
Non-interest expense was $48.1 million during the fiscal year ended June 30,
2021 an increase of $4.6 million for the $43.5 million during the fiscal year
ended June 30, 2020. The increase was primarily the result of an increase
broker-dealer clearing charges of $2.9 million due to increased activity and an
increase in professional services of $2.1 million due to an increase in legal
expenses.
Selected information concerning Axos Clearing LLC follows as of or for the three
months ended:
                                                                               June 30,
(Dollars in thousands)                                                 2021                 2020
Compensation as a % of net revenue                                       32.4  %              39.2  %
FDIC insured program balances (end of period)                     $   730,248          $   450,251
Customer margin balances (end of period)                          $   327,148          $   206,702
Customer funds on deposit, including short credits (end of
period)                                                           $   322,153          $   194,042

Clearing:
Total tickets                                                       2,053,362            1,228,635
Correspondents (end of period)                                             69                   61

Securities lending:
Interest-earning assets - stock borrowed (end of period)          $   619,088          $   222,368
Interest-bearing liabilities - stock loaned (end of period)       $   728,988          $   255,945


COMPARISON OF THE FISCAL YEARS ENDED JUNE 30, 2020 AND JUNE 30, 2019
Net Interest Income. Net interest income totaled $477.6 million for the fiscal
year ended June 30, 2020 compared to $408.6 million for the fiscal year ended
June 30, 2019. The following table sets forth the effects of changing rates and
volumes on our net interest income. Information is provided with respect to
(i) effects on interest income and interest expense attributable to changes in
volume (changes in volume multiplied by prior rate); and (ii) effects on
interest income and interest
                                       60
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expense attributable to changes in rate (changes in rate multiplied by prior
volume). The change in interest due to both volume and rate has been allocated
proportionally to both, based on their relative absolute values.
                                                                Fiscal Year Ended June 30, 2020 vs 2019
                                                                      Increase (Decrease) Due to
                                                                                                                Total
                                                                                                              Increase
(Dollars in thousands)                                            Volume               Rate                  (Decrease)
Increase (decrease) in interest income:
Loan and Leases                                                $   67,483          $ (10,052)               $   57,431

Interest-earning deposits in other financial institutions           3,570             (6,159)                   (2,589)
Investment securities                                                 476             (3,358)                   (2,882)
Securities borrowed and margin lending                              8,686               (847)                    7,839
Stock of the regulatory agencies                                     (851)              (996)                   (1,847)
Total increase (decrease) in interest income                   $   79,364          $ (21,412)               $   57,952
Increase (decrease) in interest expense:
Interest-bearing demand and savings                            $   13,522          $  (8,030)               $    5,492
Time deposits                                                       3,876                468                     4,344

Securities loaned                                                      87               (156)                      (69)
Advances from the FHLB                                            (12,364)            (8,482)                  (20,846)
Other borrowings                                                      (35)                60                        25
Total increase/(decrease) in interest expense                  $    5,086          $ (16,140)               $  (11,054)


Interest Income. Interest income for the fiscal year ended June 30, 2020 totaled
$622.8 million, an increase of $58.0 million, or 10.3%, compared to $564.9
million in interest income for the fiscal year ended June 30, 2019 primarily due
to growth in volume of interest-earning assets from loan originations, primarily
from commercial & industrial lending and the addition of securities borrowed and
margin lending from our new securities segment. Average interest-earning assets
for the fiscal year ended June 30, 2020 increased by $1,560.8 million compared
to the fiscal year ended June 30, 2019 primarily due to loan and lease
originations for investment which totaled $6,798.0 million during the year ended
June 30, 2020. Yields on loans and leases decreased by 11 basis points to 5.74%
for the fiscal year ended June 30, 2020, primarily due to declines in market
interest rates. For the fiscal year ended June 30, 2020, the growth in average
balances contributed additional interest income of $79.4 million, which was
partially offset by by a $21.4 million decrease in interest income due to
declines in market interest rates. The average yield earned on our
interest-earning assets decreased to 5.37% for the fiscal year ended June 30,
2020, down from 5.63% for the same period in 2019 primarily due to the decrease
in rate from loans and leases. As a result of the Federal Reserve decisions to
decrease the Fed Funds rate over the last year, the rates earned on our
adjustable-rate loans declined and the rates on newly originated loans declined.
Interest Expense. Interest expense totaled $145.2 million for the fiscal year
ended June 30, 2020, a decrease of $11.1 million, or 7.1% compared to $156.3
million in interest expense during the fiscal year ended June 30, 2019, due
primarily to a $762.7 million increase in non-interest bearing deposits and
decreased rates on deposits and advances, as a result of the Federal Reserve's
decisions to decrease the Fed Funds rate over the year, partially offset by
greater volume of deposits due to growth. The average rate paid on all of our
interest-bearing liabilities decreased to 1.72% for the fiscal year ended
June 30, 2020 from 1.97% for the fiscal year ended June 30, 2019, due primarily
to decreased rates on deposits and advances from FHLB. Average interest-bearing
liabilities for the fiscal year ended June 30, 2020 increased $473.2 million
compared to fiscal 2019. The average rate on interest-bearing deposits decreased
to 1.38% from 1.57% due to decreases in prevailing deposit rates across the
industry. The rates on advances from the FHLB also decreased to 1.60% from 2.35%
due primarily to the Fed rate decreases. The average rate on time deposits
increased to 2.42% for the fiscal year ended June 30, 2020 from 2.40% for the
fiscal year ended June 30, 2019, due to changes in the mix of time deposits.
Average FHLB advances for the fiscal year ended June 30, 2020 decreased $650.1
million, or 46.5% compared to fiscal 2019. The average non-interest-bearing
demand deposits were $1,990.0 million for the fiscal year ended June 30, 2020,
representing an increase of $762.7 million.
Provision for Credit Losses. Provision for credit losses was $42.2 million for
the fiscal year ended June 30, 2020 and $27.4 million for fiscal 2019. The
increase in the credit loss provision was primarily due to additional provisions
for changes in economic and business conditions resulting from the COVID-19
pandemic, overall loan portfolio growth, and changes in the loan mix. The
provisions are made to maintain our allowance for loan and lease losses at
levels which management believes to be adequate. The assessment of the adequacy
of our allowance for loan and lease losses is based upon a number of
quantitative and qualitative factors, including levels and trends of past due
and nonaccrual loans, loss history and changes in the volume and mix of loans
and collateral values.
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See "Asset Quality and Allowance for Credit Losses - Loans" for discussion of
our allowance for loan and lease losses and the related loss provisions.
Non-interest Income. The following table sets forth information regarding our
non-interest income:
                                                                      For the Fiscal Year Ended June 30,
(Dollars in thousands)                                                   2020                              2019
Realized gain on securities:                             $                -                          $          709

Unrealized loss on securities:
Total impairment losses                                                   -                                  (1,666)
Loss (gain) recognized in other comprehensive income                      -                                     845

Total unrealized loss on securities                      $                -                          $         (821)
Prepayment penalty fee income                                         5,993                                   5,851
Gain on sale-other                                                    6,871                                   6,160
Mortgage banking income                                              20,646                                   5,267
Broker-dealer fee income                                             23,210                                  11,737
Banking and service fees                                             46,267                                  53,854
Total non-interest income                                $          102,987                          $       82,757


  Our relationship with H&R Block began in fiscal 2016 and introduced
seasonality into banking and service fees category of non-interest income, with
an increase during our second quarter and the peak income in this category
typically occurring during our third fiscal quarter ended March 31. Therefore,
banking and services fees for the three months ended March 31, are not
indicative of results to be expected for other quarters during the fiscal year.
Historically, the primary non-interest income generating H&R Block products and
services that lead to the increased banking and service fees are Emerald Prepaid
Mastercard® ("EPC") and Refund Transfer ("RT").
Non-interest income totaled $103.0 million for the fiscal year ended June 30,
2020 compared to non-interest income of $82.8 million for fiscal 2019. The
increase was primarily the result of an increase of $15.4 million in mortgage
banking income, resulting from an increase in originations of loans
held-for-sale increased due to the decline in market interest rates, an increase
of $11.5 million in broker-dealer fee income from a full year of our securities
segment, an increase in net unrealized loss on securities of $0.8 million, a
$0.7 million increase in gain on sale-other, and increased levels of prepayment
penalty fee income of $0.1 million, partially offset by a decrease of $7.6
million in banking and service fees due to trustee and fiduciary services and a
decrease in realized gain on sale of securities of $0.7 million. Banking and
service fees includes H&R Block-branded product fees, deposit fees, fee income
from prepaid card sponsors, and certain C&I loan fees. The primary non-interest
income-generating H&R Block products and services that led to the increased
banking and service fees are EPC and RT. For the fiscal year ended June 30,
2020, EPC was flat at $7.8 million compared to fiscal 2019. For the fiscal year
ended June 30, 2020, RT decreased $0.8 million to $11.5 million from $12.3
million for fiscal 2019.
Included in gain on sale - other are sales of unsecured and secured consumer and
business loans originated through introductions from our third-party partner
relationships, for example H&R Block-branded Emerald Advance, and sales of
structured settlement annuity and state lottery receivables. We engage in the
wholesale and retail purchases of state lottery prize and structured settlement
annuity payments. These payments are high credit quality deferred payment
receivables having a state lottery commission or investment grade (top two
tiers) insurance company payor. The Bank originates contracts for the retail
purchase of such payments and classifies these under the heading of Factoring in
the loan portfolio. Factoring yields are typically higher than mortgage loan
rates. Typically, the gain received upon sale of these payment streams is
greater than the gain received from an equivalent amount of mortgage loan sales.
Since 2013, pools of structured settlement receivables are originated for sale
from time to time depending upon management's assessment of interest rate risk,
liquidity, and offers containing favorable terms and, if originated for sale,
would be classified on our balance sheet as loans held for sale.
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Non-interest Expense. The following table sets forth information regarding our non-interest expense for the periods shown:


                                         For the Fiscal Year Ended June 30,
(Dollars in thousands)                           2020                       2019
Salaries and related costs       $          144,341                      $ 127,433
Data processing and internet                 30,671                         

24,150


Depreciation and amortization                24,443                         16,471
Advertising and promotional                  14,523                         14,710
Occupancy and equipment                      12,059                          8,571
Professional services                        11,095                         11,916
Broker-dealer clearing charges                8,210                          2,822
FDIC and regulator fees                       5,538                          9,005

General and administrative                   24,886                         36,128
Total non-interest expense       $          275,766                      $ 251,206


  Non-interest expense totaled $275.8 million for the fiscal year ended June 30,
2020, an increase of $24.6 million compared to fiscal 2019. Salaries and related
costs increased $16.9 million, or 13.3%, in fiscal 2020 due to staffing
additions from the aforementioned acquisitions and increased staffing levels to
support growth in the Banking segment, specifically for deposits, lending,
information technology infrastructure development, and compliance activities.
Our staff increased to 1099 from 1007 or 9.14% between fiscal year ended
June 30, 2020 and 2019 and increased to 1007 from 801 or 25.72% between fiscal
year ended June 30, 2019 and 2018.

Data processing and internet expense increased $6.5 million, primarily due to the acquisitions in our Securities Business and enhancements to customer interfaces and the Bank's core processing system.


  Advertising and promotion expense decreased $0.2 million, primarily due to
decreased mortgage lead generation and deposit marketing costs as well as by a
reduction of costs from the fiscal 2019 rebranding.
  Depreciation and amortization, increased $8.0 million primarily due to the
amortization of intangibles from recent acquisitions, depreciation on lending
and deposit platform enhancements and infrastructure development.

Occupancy and equipment expense increased $3.5 million, in order to support increased deposit and loan production and additions from our Securities Business.


  Professional services, which include accounting and legal fees, decreased $0.8
million in fiscal 2020 compared to 2019. The decrease in professional services
was primarily due to a 2019 non-recurring charge of $15.3 million in our
Securities Business for an impaired and uncollectible receivable.
  The change in Federal Deposit Insurance Corporation ("FDIC") and OCC standard
regulatory charges decreased by $3.5 million in fiscal 2020 compared to fiscal
2019. The decrease was a result of a small bank assessment credits received from
the FDIC. As an FDIC-insured institution, the Bank is required to pay deposit
insurance premiums to the FDIC.
Broker-dealer clearing charges were $8.2 million for the fiscal year ended
June 30, 2020. The increase was attributable full period costs compared to the
2019 periods as the Securities Business was acquired part way through the fiscal
year in late January 2019.
  General and administrative expenses decreased by $11.2 million in fiscal 2020
compared to 2019. The decrease was primarily due to a $15.3 million increase in
our Securities Business for an impaired and uncollectible receivable.
  Income Tax Expense. Income tax expense was $79.2 million for the fiscal year
ended June 30, 2020 compared to $57.7 million for fiscal 2019. Our effective tax
rates were 30.15% and 27.10% for the fiscal years ended June 30, 2020 and 2019,
respectively.
As of June 30, 2020, the Company determined that certain stock-based
compensation awards would not be granted under the plan, and the deferred tax
assets related to these awards will not be realized. Accordingly, the Company
wrote-off $6.8 million of stock-based compensation deferred tax asset, resulting
in a $2.0 million increase in tax expense for fiscal 2020.
During the year ended June 30, 2019, the Company acquired COR Securities
Holdings. The Company recognized a deferred tax liability benefit of $2.2
million.
The Company received federal and state tax credits for the years ended June 30,
2020, 2019, and 2018, respectively.These tax credits reduced the effective tax
rate by approximately 0.77%, 1.55%, and 2.38% respectively.
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SEGMENT RESULTS
The Company determines reportable segments based on the services offered, the
significance of the services offered, the significance of those services to the
Company's financial condition and operating results and management's regular
review of the operating results of those services. The Company operates through
two operating segments: Banking Business and Securities Business. In order to
reconcile the two segments to the consolidated totals, the Company includes
parent-only activities and intercompany eliminations. The following tables
present the operating results of the segments:
                                                                            

Fiscal Year Ended June 30, 2020


                                                      Banking            

Securities


(Dollars in thousands)                               Business             Business             Corporate/Eliminations           Axos Consolidated
Net interest income                                $  464,448          $     16,630          $                (3,467)         $          477,611
Provision for loan losses                              42,200                     -                                -                      42,200
Non-interest income                                    80,374                24,817                           (2,204)                    102,987
Non-interest expense                                  216,895                43,525                           15,346                     275,766
Income before taxes                                $  285,727          $     (2,078)         $               (21,017)         $          262,632


                                                                           

Fiscal Year Ended June 30, 2019


                                                      Banking            

Securities


(Dollars in thousands)                               Business             Business            Corporate/Eliminations           Axos Consolidated
Net interest income                                $  404,500          $     7,564          $                (3,459)         $          408,605
Provision for loan losses                              27,350                    -                                -                      27,350
Non-interest income                                    70,917               12,071                             (231)                     82,757
Non-interest expense                                  192,588               34,430                           24,188                     251,206
Income before taxes                                $  255,479          $   (14,795)         $               (27,878)         $          212,806


Banking Business
For the fiscal year ended June 30, 2020, we had pre-tax income of $285.7 million
compared to pre-tax income of $255.5 million for the fiscal year ended June 30,
2019. For the fiscal year ended June 30, 2020, the increase in pre-tax income
was primarily related to increased net interest income due to loan and deposit
growth.
We consider the ratios shown in the table below to be key indicators of the
performance of our Banking Business segment:
                                           Fiscal Year Ended
                                                        June 30, 2020      June 30, 2019
Efficiency ratio                                              39.81  %           40.51  %
Return on average assets                                       1.78  %            1.83  %
Interest rate spread                                           3.72  %            3.72  %
Net interest margin                                            4.19  %            4.14  %



Our Banking segment's net interest margin exceeds our consolidated net interest
margin. Our consolidated net interest margin includes certain items that are not
reflected in the calculation of our net interest margin within our Banking
Business and reduce our consolidated net interest margin, such as the borrowing
costs at our Holding Company and the yields and costs associated with certain
items within interest-earning assets and interest-bearing liabilities in our
Securities Business, including items related to securities financing operations.
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The following table presents our Banking segment's information regarding
(i) average balances; (ii) the total amount of interest income from
interest-earning assets and the weighted average yields on such assets;
(iii) the total amount of interest expense on interest-bearing liabilities and
the weighted average rates paid on such liabilities; (iv) net interest income;
(v) interest rate spread; and (vi) net interest margin for the twelve months
ended June 30, 2020 and 2019:
                                                                                              For the Fiscal Years Ended June 30,
                                                                     2020                                                                           2019
                                                                  Interest
                                                                  Income/               Average Yields                                           Interest                 Average Yields
(Dollars in thousands)                Average Balance1            Expense             Earned/Rates Paid            Average Balance1           Income/Expense            Earned/Rates Paid
Assets:
Loans and Leases2,3                 $      10,122,818          $   581,518                         5.74  %       $       8,974,624          $        525,307                         5.85  %
Interest-earning deposits in other
financial institutions                        700,659                8,839                         1.26  %                 540,047                    12,285                         2.27  %
Investment securities3                        235,893               11,661                         4.94  %                 208,234                    13,929                         6.69  %
Stock of the regulatory agencies,
at cost                                        25,696                1,532                         5.96  %                  40,000                     3,378                         8.45  %

Total interest-earning assets $ 11,085,066 $ 603,550

                       5.44  %       $       9,762,905          $        554,899                         5.68  %
Non-interest-earning assets                   188,625                                                                      189,802
Total Assets                        $      11,273,691                                                            $       9,952,707
Liabilities and Stockholder's
Equity:
Interest-bearing demand and savings $       4,864,591          $    67,070                         1.38  %       $       3,964,429          $         61,845                         1.56  %
Time deposits                               2,482,151               60,033                         2.42  %               2,322,039                    55,689                         2.40  %

Advances from the FHLB                        747,358               11,988                         1.60  %               1,397,460                    32,834                         2.35  %
Borrowings, subordinated notes and
debentures                                      3,092                   11                         0.36  %                   1,112                        31                         2.70  %

Total interest-bearing liabilities $ 8,097,192 $ 139,102

                       1.72  %       $       7,685,040          $        150,399                         1.96  %
Non-interest-bearing demand
deposits                                    2,000,755                                                                    1,236,508
Other non-interest-bearing
liabilities                                    85,951                                                                       58,004
Stockholder's equity                $       1,089,793                                                            $         973,155
Total Liabilities and Stockholders'
Equity                              $      11,273,691                                                            $       9,952,707
Net interest income                                            $   464,448                                                                  $        404,500
Interest rate spread4                                                                              3.72  %                                                                           3.72  %
Net interest margin5                                                                               4.19  %                                                                           4.14  %


1Average balances are obtained from daily data.
2Loans and leases include loans held for sale, loan premiums and unearned fees.
3Interest income includes reductions for amortization of loan and investment
securities premiums and earnings from accretion of discounts and loan fees.
Loans and leases include average balances of $28.0 million and $28.7 million of
Community Reinvestment Act loans which are taxed at a reduced rate for the 2020
and 2019 twelve-month periods, respectively.
4Interest rate spread represents the difference between the weighted average
yield on interest-earning assets and the weighted average rate paid on
interest-bearing liabilities.
5Net interest margin represents annualized net interest income as a percentage
of average interest-earning assets.
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Net Interest Income. Net interest income totaled $464.4 million for the fiscal
year ended June 30, 2020 compared to $404.5 million for the fiscal year ended
June 30, 2019. The following table sets forth the effects of changing rates and
volumes on our net interest income. Information is provided with respect to
(i) effects on interest income and interest expense attributable to changes in
volume (changes in volume multiplied by prior rate); and (ii) effects on
interest income and interest expense attributable to changes in rate (changes in
rate multiplied by prior volume). The change in interest due to both volume and
rate has been allocated proportionally to both, based on their relative absolute
values.
                                                              Fiscal Year Ended June 30, 2020 vs 2019
                                                                    Increase (Decrease) Due to
                                                                                                              Total
                                                                                                            Increase
(Dollars in thousands)                                          Volume               Rate                  (Decrease)
Increase (decrease) in interest income:
Loans and leases                                             $   66,222          $ (10,011)               $   56,211

Interest-earning deposits in other financial institutions 2,990

         (6,436)                   (3,446)
Investment securities                                             1,690             (3,958)                   (2,268)

Stock of the regulatory agencies                                 (1,012)              (834)                   (1,846)
Total increase (decrease) in interest income                 $   69,890          $ (21,239)               $   48,651
Increase (decrease) in interest expense:
Interest-bearing demand and savings                          $   12,928          $  (7,703)               $    5,225
Time deposits                                                     3,876                468                     4,344

Advances from the FHLB                                          (12,364)            (8,482)                  (20,846)

Other borrowings                                                     21                (41)                      (20)
Total increase (decrease) in interest expense                $    4,461          $ (15,758)               $  (11,297)


The Banking segment's net interest income for the fiscal year ended June 30,
2020 totaled $464.4 million, an increase of 14.8%, compared to net interest
income of $404.5 million for the fiscal year ended June 30, 2019. The growth of
net interest income is primarily due to increased volume of loans and leases,
partially offset by decreased average yields earned on interest earning assets
and increased levels of interest-bearing demand and savings. The provision
increased from 2019 to 2020 due to macroeconomic updates related to COVID-19.
The Banking segment's non-interest income increased $9.5 million from $70.9
million to $80.4 million for the fiscal year ended June 30, 2020 compared to the
fiscal year ended June 30, 2019. The increase in non-interest income for the
fiscal year ended June 30, 2020, was primarily the result of an increase in
mortgage banking income of $14.6 million, a decrease in net unrealized loss on
securities of $0.8 million, a $0.7 million increase in gain on sale-other and an
increase of $0.1 million in prepayment penalty fee income, partially offset by a
decrease of $6.1 million in banking and service fees and a decrease in realized
gain on sale of securities of $0.7 million. Banking and service fees includes
H&R Block-branded product fees, deposit fees, fee income from prepaid card
sponsors, and certain C&I loan fees. EPC and RT, our primary non-interest
income-generating H&R Block products and services, are categorized in banking
and service fees. For the fiscal year ended June 30, 2020, EPC was flat at $7.8
million compared to fiscal 2019. For the fiscal year ended June 30, 2020, RT
decreased $0.8 million to $11.5 million from $12.3 million for fiscal 2019.
Non-interest expense totaled $216.9 million for the fiscal year ended June 30,
2020, an increase of $24.3 million compared to fiscal 2019. Salaries and related
costs increased $15.4 million, or 16.0%, in fiscal 2020 due to increased
staffing levels to support growth in staffing for lending, information
technology infrastructure development, regulatory compliance, and the trustee
and fiduciary services, a $6.4 million increase in depreciation and amortization
for amortization of fiduciary services intangibles and systems enhancements, a
$3.0 million increase in occupancy expense, a $2.9 million increase in data
processing expense for loan and deposit systems enhancements, and a $2.0 million
increase in other and general expense, partially offset by a decrease of $3.8
million in FDIC and OCC standard regulatory charges due a small bank assessment
credit received from the FDIC, and a $1.2 million decrease in professional
services.
Securities Business
For the fiscal year ended June 30, 2020, our Securities Business segment had a
loss before taxes of $2.1 million. The Securities Business segment was created
as a result of acquisitions during fiscal 2019; therefore, comparisons are
limited in meaning, since the Securities Business was only part of the
consolidated organization for five months of fiscal 2019. For the fiscal year
ended June 30, 2019, the $14.8 million loss was primarily due to a $15.3 million
bad debt expense related to a correspondent customer of our clearing
broker-dealer.

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The following table provides our Securities Business operating results:


                                            Fiscal Year Ended
(Dollars in thousands)               June 30, 2020    June 30, 2019
Net interest income                 $       16,630   $        7,564
Non-interest income                         24,817           12,071
Non-interest expense                        43,525           34,430

Income (Loss) before income taxes $ (2,078) $ (14,795)




Net interest income during the fiscal year ended June 30, 2020 was $16.6
million. Net interest income for the fiscal year ended June 30, 2019 was $7.6
million. In the Securities Business, interest is earned on margin loan balances,
securities borrowed, and cash deposit balances. Interest expense is incurred
from cash borrowed through bank lines and securities lending.
Non-interest income during the fiscal year ended June 30, 2020 was $24.8
million, the result of $8.2 million of clearing and custodial related fees, $7.9
million of correspondent fees, $6.3 million in fees earned on FDIC insured bank
deposits, and $2.4 million of clearing technology services. Non-interest income
during the fiscal year ended June 30, 2019 was $12.1 million, the result of $8.9
million of clearing and custodial related fees and $3.1 million in fees earned
on FDIC insured bank deposits.
Non-interest expense during the fiscal year ended June 30, 2020 was $43.5
million. Total non-interest expense included salaries and related costs of $18.5
million, broker-dealer clearing charges of $8.2 million, data processing of $5.5
million, other and general expenses of $3.8 million, professional services of
$2.9 million and depreciation and amortization of $2.6 million.
Non-interest expense during the fiscal year ended June 30, 2019 was $34.4
million. Total non-interest expense included other and general expense of $16.4
million (of which $15.3 million was bad debt expense related to a correspondent
customer of our clearing broker-dealer), salaries and related costs of $8.3
million, professional services of $3.0 million, broker-dealer clearing charges
of $2.8 million and data processing and internet expenses of $2.1 million.
Selected information concerning Axos Clearing LLC follows:
                                                                           Fiscal Year Ended
(Dollars in thousands)                                              June 30, 2020    June 30, 2019
Compensation as a % of net revenue                                          39.2  %          35.0  %
FDIC insured program balances (end of period)                      $     450,251    $     341,576
Customer margin balances (end of period)                           $     206,702    $     189,193
Customer funds on deposit, including short credits (end of period) $     194,042    $     206,469

Clearing:
Total tickets                                                          1,228,635          595,962
Correspondents (end of period)                                                61               62

Securities lending:
Interest-earning assets - stock borrowed (end of period)           $     

222,368 $ 144,706 Interest-bearing liabilities - stock loaned (end of period) $ 255,945 $ 198,356




COMPARISON OF FINANCIAL CONDITION AT JUNE 30, 2021 AND JUNE 30, 2020
Our total assets increased $0.4 billion, or 3.0%, to $14.3 billion, as of
June 30, 2021, up from $13.9 billion at June 30, 2020. The loan portfolio
increased $0.8 billion on a net basis, primarily from portfolio loan
originations of $7.3 billion, less principal repayments and other adjustments of
$6.5 billion. Total cash decreased by $0.9 billion primarily due to decreased
deposits and loan fundings. Total liabilities increased by $243.6 million or
1.9%, to $12.9 billion at June 30, 2021, up from $12.6 billion at June 30, 2020.
The increase in total liabilities resulted primarily from growth in securities
loaned of $0.5 billion, advances from the Federal Home Loan Bank of $0.1 billion
and customer and broker-dealer payables of $0.2 billion,
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partially offset by decreased deposits of $0.5 billion. Stockholders' equity
increased by $170.1 million, or 13.8%, to $1.4 billion at June 30, 2021, up from
$1.2 billion at June 30, 2020. The increase was the result of $215.7 million in
net income for the fiscal year, $10.0 million vesting and issuance of RSUs and
stock-based compensation expense, partially offset by a $37.1 million adjustment
to retained earnings for the adoption of ASC 326, $16.8 million in stock
repurchases, $5.2 million for redemption of Series-A preferred stock, $3.4
million unrealized gain in other comprehensive income, net of tax, and $0.1
million in dividends declared on preferred stock. For the year ended June 30,
2021, the Company repurchased a total of $16.8 million, or 753,597 common shares
at an average price of $22.24 per share.
ASSET QUALITY AND ALLOWANCE FOR CREDIT LOSSES - LOANS
Non-performing loans and leases and foreclosed assets or "non-performing assets"
consisted of the following:
                                                                             At June 30,
(Dollars in thousands)                       2021              2020              2019              2018              2017
Non-performing assets:
Non-accrual loans and leases:
Single Family - Mortgage & Warehouse     $ 105,708          $ 84,030          $ 46,005          $ 28,462          $ 23,393
Multifamily and Commercial Mortgage         20,428             3,425             2,108               232             4,255
Commercial Real Estate                      15,839                 -                 -                 -                 -

Total non-accrual loans secured by real
estate                                     141,975            87,455            48,113            28,694            27,648
Commercial & Industrial - Non-RE             2,942               213                 -             2,361               588
Auto & Consumer                                278               273               331               171               157

Other                                            -
Total non-performing loans and leases      145,195            87,941            48,444            31,226            28,393
Foreclosed real estate                       6,547             6,114             7,449             9,385             1,353
Repossessed vehicles                           235               294                36               206                60
Total non-performing assets              $ 151,977          $ 94,349          $ 55,929          $ 40,817          $ 29,806
Total non-performing loans and leases as
a percentage of total loans and leases        1.26  %           0.82  %           0.51  %           0.37  %           0.38  %
Total non-performing assets as a
percentage of total assets                    1.10  %           0.68  %           0.50  %           0.43  %           0.35  %


Our non-performing assets increased to $152.0 million at June 30, 2021 from
$94.3 million at June 30, 2020. The increase in non-performing assets during the
fiscal year ended June 30, 2021 was substantially comprised of an increase in
non-performing loans and leases of $57.3 million. Non-performing assets as a
percentage of total assets increased to 1.10% at June 30, 2021 from 0.68% at
June 30, 2020. The increase in non-performing assets during the fiscal year
ended June 30, 2020 compared to June 30, 2019 was comprised of an increase in
non-performing loans and leases of $39.5 million.
The increase in non-performing loans and leases is primarily the result of
increased deliquent single family residential real estate secured loans,
multifamily loans and commercial real estate loans as a result of COVID-10
related economic deterioration during the fiscal years ended June 30, 2021 and
2020. Approximately 72.8% of the Bank's nonaccrual loans and leases are single
family first mortgages that have an aggregate loan-to-value ratio of 56.7%.
We have experienced growth in our non-performing single family mortgage loans
over the last five years; however, we believe that the write-downs taken as of
June 30, 2021 on these non-performing loans and the low average LTVs on the
balance of our single family mortgage real estate loans in our portfolio make
our future risk of loss better than other banks with significant exposure to
real estate loans. If average nationwide residential housing values decline or
if nationwide unemployment increases, we are likely to experience growth in the
level of our non-performing loans and leases, foreclosed real estate and
repossessed vehicles in future periods.
For discussion of the COVID-19 impact on our assets and our actions taken, see
the beginning of "Management's Discussion and Analysis of Financial Condition
and Results of Operations."
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 within this Form 10-K for further detail on the accounting adoption
along with detail of the processes involved in determining the allowance for
credit losses under the new guidance.
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The following table sets forth the changes in our allowance for loan and lease losses, by portfolio class for the dates indicated:


                          Single Family -                    Multifamily and                                                          Commercial &                                                    Total  Allowance
                            Mortgage &                          Commercial           Commercial Real          Auto &                  Industrial -                                                    as a % of Total
(Dollars in thousands)       Warehouse                           Mortgage                Estate              Consumer                    Non-RE                Other              Total                    Loans
Balance at June 30, 2016  $     19,350                      $         4,309          $      3,922          $   1,669                $       6,235          $      341          $  35,826                           0.56  %
Provision for loan losses        2,233                                 (224)                2,108              1,330                          300               5,314             11,061
Charge-offs                     (1,138)                                 (23)                    -               (433)                           -              (3,502)            (5,096)
Transfers to held for
sale                                 -                                    -                     -                  -                            -              (1,828)            (1,828)
Recoveries                         138                                  416                     -                  -                          207                 108                869
Balance at June 30, 2017        20,583                                4,478                 6,030              2,566                        6,742                 433             40,832                           0.55  %
Provision for loan and
lease losses                       832                                 (424)                3,172              2,152                        3,696              16,372             25,800
Charge-offs                       (559)                                   -                     -               (803)                           -             (14,617)           (15,979)
Transfers to held for
sale                                 -                                    -                     -                  -                            -              (2,307)            (2,307)
Recoveries                          49                                    -                     -                212                            -                 544                805
Balance at June 30, 2018        20,905                                4,054                 9,202              4,127                       10,438                 425             49,151                           0.58  %
Provision for loan and
lease losses                     1,777                                 (356)                5,430              5,731                          255              14,513             27,350
Charge-offs                       (799)                                   -                     -             (3,752)                      (1,149)            (13,963)           (19,663)
Transfers to held for
sale                                 -                                    -                     -                  -                            -              (2,356)            (2,356)
Recoveries                         407                                  109                     -                233                            -               1,854              2,603
Balance at June 30, 2019        22,290                                3,807                14,632              6,339                        9,544                 473             57,085                           0.60  %
Provision for loan and
lease losses                     3,546                                  793                 6,420              7,429                        4,542              19,470             42,200
Charge-offs                       (203)                                   -                     -             (5,047)                      (4,132)            (16,451)           (25,833)

Recoveries                         266                                  119                     -                741                            -               1,229              2,355
Balance at June 30, 2020        25,899                                4,719                21,052              9,462                        9,954               4,721             75,807                           0.71  %
Effect of Adoption of ASC
326                              6,318                                7,408                25,893                610                        7,042                  29             47,300
Provision for loan and
lease losses                    (3,242)                               1,196                11,238             (1,354)                      14,251               1,661             23,750
Charge-offs                     (2,502)                                (177)                 (255)            (3,517)                      (2,833)             (7,274)           (16,558)

Recoveries                         131                                    -                     -              1,318                           46               1,164              2,659
Balance at June 30, 2021  $     26,604                      $        13,146          $     57,928          $   6,519                $      28,460          $      301          $ 132,958                           1.15  %



The following table sets forth our allowance for credit losses by portfolio
class:
                                                                                                                    At June 30,
                                       2021                                    2020                                    2019                                    2018                                     2017
                                                 Loan                                    Loan                                    Loan                                    Loan                                    Loan
                                               Category                                Category                                Category                                Category                                Category
                                                as a %                                  as a %                                  as a %                                  as a %                                  as a %
                          Amount of            of Total           Amount of            of Total           Amount of            of Total           Amount of            of Total           Amount of            of Total
(Dollars in thousands)    Allowance             Loans             Allowance             Loans             Allowance             Loans             Allowance             Loans             Allowance              Loans
Single Family - Mortgage
& Warehouse              $  26,604                 37.8  %       $  25,899                 44.1  %       $  22,290                 39.0  %       $  20,905                 42.5  %       $  20,583                  50.4  %
Multifamily and
Commercial Mortgage         13,146                 21.4  %           4,719                 21.1  %           3,807                  6.7  %           4,054                  8.2  %           4,478                  11.0  %
Commercial Real Estate      57,928                 27.5  %          21,052                 21.5  %          14,632                 25.6  %           9,202                 18.7  %           6,030                  14.8  %
Commercial & Industrial
- Non-RE                    28,460                  9.7  %           9,954                  8.3  %           9,544                 16.7  %          10,438                 21.2  %           6,742                  16.5  %
Auto & Consumer              6,519                  3.1  %           9,462                  3.2  %           6,339                 11.1  %           4,127                  8.4  %           2,566                   6.3  %
Other                          301                  0.5  %           4,721                  1.8  %             473                  0.8  %             425                  0.9  %             433                   1.1  %

Total                    $ 132,958                100.0  %       $  75,807                100.0  %       $  57,085                100.0  %       $  49,151                100.0  %       $  40,832                 100.0  %


The Company's allowance for credit losses increased $57.2 million or 75.4% from
June 30, 2020 to June 30, 2021. As a percentage of the outstanding loan balance,
the Company's allowance was 1.15% at June 30, 2021 and 0.71% at June 30, 2020.
Provisions for credit losses were $23.8 million for fiscal 2021 and $42.2
million for fiscal 2020. The Company's credit loss provisions for fiscal 2021
compared to 2020 decreased by $18.5 million primarily due to non-recurring
Refund Advance loans and changes in economic and business conditions resulting
from the COVID-19 pandemic. Provisions for credit losses for
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fiscal 2021 were primarily comprised of provisions in commercial real estate and
commercial & industrial - non-RE due to growth in these segments of the loan
portfolio.
Net charge-offs for single family - mortgage & warehouse loans increased $2.4
million for fiscal 2021. Net charge-offs for each of multifamily and commercial
mortgage and commercial real estate loans increased $0.2 million in fiscal 2021.
Net charge-offs for auto & consumer decreased $2.1 million for fiscal 2021. Net
charge-offs for other decreased $9.1 million for fiscal 2021, primarily due to a
$6.3 million decrease in Refund Advance charge-offs and a $0.9 million decrease
in net charge-offs for unsecured consumer loans. For fiscal 2020, net
charge-offs for single family mortgage real estate secured loans decreased $0.5
million, multifamily and commercial real estate secured loans incurred no
charge-offs or recoveries in fiscal 2020. Net charge-offs for the auto &
consumer increased $0.4 million for fiscal 2020. Net charge-offs for the other
increased $3.5 million for fiscal 2020, primarily due to a $2.8 million increase
in Refund Advance charge-offs and a $0.4 million increase in net charge-offs for
unsecured consumer loans. In fiscal 2019, the remaining balance of Refund
Advance loans were sold prior to year end, and the loss attributable was
classified in transfer to held for sale in the allowance for loan and lease
losses changes table.
Between June 30, 2020 and 2021, the Bank's total allowance for credit losses as
a proportion of the loan portfolio increased 44 basis points primarily due to
adoption of ASC 326.
LIQUIDITY AND CAPITAL RESOURCES
Liquidity. For Axos Bank, our sources of liquidity include deposits, borrowings,
payments and maturities of outstanding loans, sales of loans, maturities or
gains on sales of investment securities and other short-term investments. While
scheduled loan payments and maturing investment securities and short-term
investments are relatively predictable sources of funds, deposit flows and loan
prepayments are greatly influenced by general interest rates, economic
conditions and competition. We generally invest excess funds in overnight
deposits and other short-term interest-earning assets. We use cash generated
through retail deposits, our largest funding source, to offset the cash utilized
in lending and investing activities. Our short-term interest-earning investment
securities are also used to provide liquidity for lending and other operational
requirements.
As an additional source of funds, we have two credit agreements. Axos Bank can
borrow up to 40% of its total assets from the FHLB. Borrowings are
collateralized by pledging certain mortgage loans and investment securities to
the FHLB. Based on loans and securities pledged at June 30, 2021, we had a total
borrowing availability of another $2.3 billion available immediately and an
additional $3.1 billion available with additional collateral, for advances from
the FHLB for terms up to ten years.
The Bank can also borrow from the discount window at the FRBSF. FRBSF borrowings
are collateralized by commercial loans, consumer loans and mortgage-backed
securities pledged to the FRBSF. Based on loans and securities pledged at
June 30, 2021, we had a total borrowing capacity of approximately $2.1 billion,
all of which was available for use. At June 30, 2021, we also had $175.0 million
in unsecured federal funds lines of credit with two major banks under which
there were no borrowings outstanding.
In the past, we have used long-term borrowings to fund our loans and to minimize
our interest rate risk. Our future borrowings will depend on the growth of our
lending operations and our exposure to interest rate risk. We expect to continue
to use deposits and advances from the FHLB as the primary sources of funding our
future asset growth.
The Bank has zero advances outstanding from the Federal Reserve Bank through the
Paycheck Protection Program Liquidity Facility, and no Small Business
Administration Paycheck Protection Program Loans pledged as of June 30, 2021.
The advances had weighted average interest rates of 0.35% during the year ended
June 30, 2021.
Axos Clearing has $133.8 million uncommitted secured lines of credit available
for borrowing. As of June 30, 2021, there was $36.2 million outstanding. These
credit facilities bear interest at rates based on the Federal Funds rate and are
due upon demand. The weighted average interest rate on the borrowings at
June 30, 2021 was 1.75%.
Axos Clearing has a $50.0 million committed unsecured line of credit available
for limited purpose borrowing. As of June 30, 2021, there was no amount
outstanding. This credit facility bears interest at rates based on the Federal
Funds rate and are due upon demand. The unsecured line of credit requires Axos
Clearing operate in accordance with specific covenants surrounding capital and
debt ratios. Axos Clearing was in compliance of all covenants as of June 30,
2021.
In December 2004, we completed a transaction that resulted in $5.2 million of
junior subordinated debentures for our company with a stated maturity date of
February 23, 2035. We have the right to redeem the debentures in whole (but not
in part) on or after specific dates, at a redemption price specified in the
indenture plus any accrued but unpaid interest through the
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redemption date. Interest accrues at the rate of three-month LIBOR plus 2.4%,
for a rate of 2.55% as of June 30, 2021, with interest paid quarterly.
In March 2016, we completed the sale of $51.0 million aggregate principal amount
of our 6.25% Subordinated Notes due February 28, 2026 (the "Notes 2026"). On
March 31, 2021, the Company completed the redemption of $51.0 million aggregate
principal amount. The Notes 2026 were redeemed for cash by the Company at 100%
of their principal amount, plus accrued and unpaid interest, in accordance with
the terms of the indenture governing the Notes 2026. On March 31, 2021, the
Company completed the redemption of $51.0 million aggregate principal amount of
its Notes 2026. The Notes 2026 were redeemed for cash by the Company at 100% of
their principal amount, plus accrued and unpaid interest, in accordance with the
terms of the indenture governing the Notes 2026. Remaining unamortized deferred
financing costs associated with such notes were expensed and included under
Interest Expense - Other Borrowings in the Consolidated Statements of Income.
In January 2019, we issued subordinated notes totaling $7.5 million, to the
principal stockholders of COR Securities in an equal principal amount, with a
maturity of 15 months, to serve as the source of payment of indemnification
obligations of the principal stakeholders of COR Securities under the Merger
Agreement. Interest accrues at a rate of 6.25% per annum. During the fiscal year
ended June 30, 2019, $0.1 million of subordinated loans were repaid. The Company
has made an indemnification claim against the $7.4 million remaining.
In September 2020, the Company completed the sale of $175.0 million aggregate
principal amount of its 4.875% Fixed-to-Floating Rate Subordinated Notes due
October 1, 2030 (the "Notes"). The Notes mature on October 1, 2030 and accrue
interest at a fixed rate per annum equal to 4.875%, payable semi-annually in
arrears on April 1 and October 1 of each year, commencing on April 1, 2021. From
and including October 1, 2025, to, but excluding October 1, 2030 or the date of
early redemption, the Notes will bear interest at a floating rate per annum
equal to a benchmark rate (which is expected to be the Three-Month Term Secured
Overnight Financing Rate) plus a spread of 476 basis points, payable quarterly
in arrears on January 1, April 1, July 1 and October 1 of each year, commencing
on January 2026. The Notes may be redeemed on or after October 1, 2025, which
date may be extended at the Company's discretion, at a redemption price equal to
principal plus accrued and unpaid interest, subject to certain conditions.
In March 2021, we filed a new shelf registration with the SEC which allows us to
issue up to $400.0 million through the sale of debt securities, common stock,
preferred stock and warrants.
Off-Balance Sheet Commitments. At June 30, 2021, we had commitments to originate
loans with an aggregate outstanding principal balance of $708.6 million,
commitments to sell loans with an aggregate outstanding principal balance at the
time of sale of $55.9 million, and no commitments to purchase loans, investment
securities or any other unused lines of credit. See Item 3. Legal Proceedings
for further information on pending litigation in which we are involved.
Contractual Obligations. The Company enters into contractual obligations in the
normal course of business primarily as a source of funds for its asset growth
and to meet required capital needs. Our time deposits due within one year of
June 30, 2021 totaled $1.0 billion. If these maturing deposits do not remain
with us, we may be required to seek other sources of funds, including using
off-balance sheet deposits managed by Axos Clearing, other time deposits and
borrowings. Depending on market conditions, we may be required to pay higher
rates on deposits and borrowings than we currently pay on time deposits maturing
within one year. We believe, however, based on past experience, that a portion
of our time deposits will remain with us. We believe we have the ability to
attract and retain deposits by adjusting interest rates offered.
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The following table presents our contractual obligations for long-term debt, time deposits, and operating leases by payment date:


                                                                           At June 30, 2021
                                                                        Payments Due by Period
                                                          Less than              One to              Three to            More than
(Dollars in thousands)                 Total               One Year        

Three Years Five Years Five Years Long-term debt obligations1, 2 $ 635,455 $ 291,934

$     49,241          $   50,219          $  244,061
Other obligations3                      15,090                7,716                 5,925                 348               1,101
Time deposits2                       1,534,801            1,032,195               350,124             152,482                   -
Operating lease obligations4            79,549                9,548                19,242              16,822              33,937
Total                              $ 2,264,895          $ 1,341,393          $    424,532          $  219,871          $  279,099


1 Long-term debt includes advances from the FHLB and Subordinated notes and
debentures.
2 Amounts include principal and interest due to recipient.
3 Commitments for low income housing project partnerships, which provide income
tax credits, and in small business investment companies that call for capital
contributions up to an amount specified in the partnership agreements, excludes
interest.
4 Payments are for the lease of real property.

Consolidated and Bank Capital Requirements. Our Company and Bank are subject to
regulatory capital adequacy requirements promulgated by federal bank regulatory
agencies. Failure by our Company or Bank to meet minimum capital requirements
could result in certain mandatory and discretionary actions by regulators that
could have a material adverse effect on our consolidated financial statements.
The Federal Reserve establishes capital requirements for our Company and the OCC
has similar requirements for our Bank. The following tables present regulatory
capital information for our Company and Bank. Information presented for June 30,
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 June 30, 2021, our Company and Bank met all the capital
adequacy requirements to which they were subject to and were "well capitalized"
under the regulatory framework for prompt corrective action. Management believes
that no conditions or events have occurred since June 30, 2020 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.
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The Company's and Bank's capital amounts, capital ratios and requirements were
as follows:

                                       Axos Financial, Inc.                              Axos Bank                            "Well
                                                                                                                           Capitalized"           

Minimum Capital (Dollars in thousands) June 30, 2021 June 30, 2020 June 30, 2021 June 30, 2020

                Ratio                    

Ratio

Regulatory Capital:
Tier 1                         $  1,309,496          $  1,106,393          $  1,262,885          $  1,080,455
Common equity tier 1           $  1,309,496          $  1,101,330          $  1,262,885          $  1,080,455
Total capital (to
risk-weighted assets)          $  1,587,625          $  1,240,923          $  1,358,430          $  1,156,401

Assets:
Average adjusted               $ 14,851,462          $ 12,333,030          $ 13,359,578          $ 11,679,819
Total risk-weighted            $ 11,522,645          $  9,817,374          $ 10,283,135          $  9,160,365

Regulatory Capital Ratios:
Tier 1 leverage (core) capital
to adjusted average assets             8.82  %               8.97  %               9.45  %               9.25  %                     5.00  %                4.00  %
Common equity tier 1 capital
(to risk-weighted assets)             11.36  %              11.22  %              12.28  %              11.79  %                     6.50  %                4.50  %
Tier 1 capital (to
risk-weighted assets)                 11.36  %              11.27  %              12.28  %              11.79  %                     8.00  %                6.00  %
Total capital (to
risk-weighted assets)                 13.78  %              12.64  %              13.21  %              12.62  %                    10.00  %                8.00  %


At June 30, 2021, the Company and Bank are in compliance with the capital
conservation buffer requirement, for the common equity tier 1 risk based, tier 1
risk-based and total risk-based capital ratios of 7.0%, 8.5% and 10.5%,
respectively.
Securities Business
Pursuant to the net capital requirements of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), Axos Clearing, is subject to the SEC Uniform
Net Capital (Rule 15c3-1 of the Exchange Act). Under this rule, Axos Clearing
has elected to operate under the alternate method and is required to maintain
minimum net capital of $250,000 or 2% of aggregate debit balances arising from
client transactions, as defined. Under the alternate method, Axos Clearing may
not repay subordinated debt, pay cash distributions, or make any unsecured
advances or loans to its parent or employees if such payment would result in net
capital of less than 5% of aggregate debit balances or less than 120% of its
minimum dollar requirement.
The net capital position of Axos Clearing was as follows:
(Dollars in thousands)                                       June 30, 2021          June 30, 2020
Net capital                                                 $      35,950          $      34,022
Less: required net capital                                          8,046                  4,572
Excess capital                                              $      27,904          $      29,450

Net capital as a percentage of aggregate debit items                 8.94  %               14.88  %
Net capital in excess of 5% aggregate debit items           $      15,836

$ 22,593




Axos Clearing, as a clearing broker, is subject to SEC Customer Protection Rule
(Rule 15c3-3 of the Exchange Act) which requires segregation of funds in a
special reserve account for the benefit of customers. At June 30, 2021, the
Company had a deposit requirement of $258.1 million and maintained a deposit of
$251.2 million. On July 1, 2021, Axos Clearing made a deposit to satisfy the
deposit requirement. At June 30, 2020, the Company had a deposit requirement of
$159.5 million and maintained a deposit of $178.8 million.
Certain broker-dealers have chosen to maintain brokerage customer accounts at
the Axos Clearing. To allow these broker-dealers to classify their assets held
by the Company as allowable assets in their computation of net capital, the
Company computes a separate reserve requirement for Proprietary Accounts of
Brokers (PAB). At June 30, 2021, the Company had a deposit requirement of $73.6
million and maintained a deposit of $71.0 million. On July 1, 2021, Axos
Clearing made a deposit
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to satisfy the deposit requirement. At June 30, 2020, the Company had a deposit
requirement of $17.0 million and maintained a deposit of $15.2 million. On July
1, 2020, Axos Clearing made a deposit to satisfy the deposit requirement.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Market risk is defined as the sensitivity of income and capital to changes in
interest rates, foreign currency exchange rates, commodity prices and other
relevant market rates or prices. The primary market risk to which we are exposed
is interest rate risk. Changes in interest rates can have a variety of effects
on our business. In particular, changes in interest rates affect our net
interest income, net interest margin, net income, the value of our securities
portfolio, the volume of loans originated, and the amount of gain or loss on the
sale of our loans.
We are exposed to different types of interest rate risk. These risks include
lag, repricing, basis, prepayment and lifetime cap risk, each of which is
described in further detail below:
Lag/Repricing Risk. Lag risk results from the inherent timing difference between
the repricing of our adjustable rate assets and our liabilities. Repricing risk
is caused by the mismatch of repricing methods between interest-earning assets
and interest-bearing liabilities. Lag/repricing risk can produce short-term
volatility in our net interest income during periods of interest rate movements
even though the effect of this lag generally balances out over time. One example
of lag risk is the repricing of assets indexed to the monthly treasury average
("MTA"). The MTA index is based on a moving average of rates outstanding during
the previous 12 months. A sharp movement in interest rates in a month will not
be fully reflected in the index for 12 months resulting in a lag in the
repricing of our loans and securities based on this index. We expect more of our
interest-earning liabilities will mature or reprice within one year than will
our interest-bearing assets, resulting in a one year negative interest rate
sensitivity gap (the difference between our interest rate sensitive assets
maturing or repricing within one year and our interest rate sensitive
liabilities maturing or repricing within one year, expressed as a percentage of
total interest-earning assets). In a rising interest rate environment, an
institution with a positive gap would generally be expected, absent the effects
of other factors, to experience a greater increase in its yield on assets
relative to its cost on liabilities, and thus an increase in its net interest
income.
Basis Risk. Basis risk occurs when assets and liabilities have similar repricing
timing but repricing is based on different market interest rate indices. Our
adjustable rate loans that reprice are directly tied to indices based upon U.S.
Treasury rates, LIBOR, Eleventh District Cost of Funds and the Prime rate. Our
deposit rates are not directly tied to these same indices. Therefore, if deposit
interest rates rise faster than the adjustable rate loan indices and there are
no other changes in our asset/liability mix, our net interest income will likely
decline due to basis risk.
Prepayment Risk. Prepayment risk results from the right of customers to pay
their loans prior to maturity. Generally, loan prepayments increase in falling
interest rate environments and decrease in rising interest rate environments. In
addition, prepayment risk results from the right of customers to withdraw their
time deposits before maturity. Generally, early withdrawals of time deposits
increase during rising interest rate environments and decrease in falling
interest rate environments. When estimating the future performance of our assets
and liabilities, we make assumptions as to when and how much of our loans and
deposits will be prepaid. If the assumptions prove to be incorrect, the asset or
liability may perform differently than expected. In the last three fiscal years,
the Bank has experienced high rates of loan prepayments due to historically low
interest rates and a low LTV loan portfolio.
Lifetime Cap Risk. Our adjustable rate loans have lifetime interest rate caps.
In periods of rising interest rates, it is possible for the fully indexed
interest rate (index rate plus the margin) to exceed the lifetime interest rate
cap. This feature prevents the loan from repricing to a level that exceeds the
cap's specified interest rate, thus adversely affecting net interest income in
periods of relatively high interest rates. On a weighted average basis, our
adjustable rate loans at June 30, 2021 had lifetime rate caps that were 621
basis points greater than their current stated note rates. If market rates rise
by more than the interest rate cap, we will not be able to increase these loan
rates above the interest rate cap.
The principal objective of our asset/liability management is to manage the
sensitivity of Market Value of Equity ("MVE") to changing interest rates.
Asset/liability management is governed by policies reviewed and approved
annually by our board of directors. Our board of directors has delegated the
responsibility to oversee the administration of these policies to the Bank's
asset/liability committee ("ALCO"). The interest rate risk strategy currently
deployed by ALCO is to primarily use "natural" balance sheet hedging. ALCO makes
adjustments to the overall MVE sensitivity by recommending investment and
borrowing strategies. The management team then executes the recommended strategy
by increasing or decreasing the duration of the investments and borrowings,
resulting in the appropriate level of market risk the board wants to maintain.
Other examples of ALCO policies designed to reduce our interest rate risk
include limiting the premiums paid to purchase mortgage loans or mortgage-backed
securities. This policy addresses mortgage prepayment risk by capping the yield
loss from an unexpected high level of mortgage loan prepayments. At least once a
quarter, ALCO members report to our board of directors the status of our
interest rate risk profile.
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We measure interest rate sensitivity as the difference between amounts of
interest-earning assets and interest-bearing liabilities that mature within a
given period of time. The difference, or the interest rate sensitivity gap,
provides an indication of the extent to which an institution's interest rate
spread will be affected by changes in interest rates. A gap is considered
positive when the amount of interest rate sensitive assets exceeds the amount of
interest rate sensitive liabilities and negative when the amount of interest
rate sensitive liabilities exceeds the amount of interest rate sensitive assets.
In a rising interest rate environment, an institution with a positive gap would
be in a better position than an institution with a negative gap to invest in
higher yielding assets or to have its asset yields adjusted upward, which would
result in the yield on its assets to increase at a faster pace than the cost of
its interest-bearing liabilities.
During a period of falling interest rates, however, an institution with a
positive gap would tend to have its assets mature at a faster rate than one with
a negative gap, which would tend to reduce the growth in its net interest
income.
Banking Business
The following table sets forth the amounts of interest earning assets and
interest bearing liabilities that were outstanding at June 30, 2020 and the
portions of each financial instrument that are expected to mature or reset
interest rates in each future period:
                                                                      Term 

to Repricing, Repayment, or Maturity at


                                                                                     June 30, 2021
                                                                                            Over One
                                                                     Over Six                 Year
                                                                  Months Through            through             Over Five
(Dollars in thousands)                 Six Months or Less            One Year              Five Years             Years                 Total
Interest-earning assets:
Cash and cash equivalents             $         694,717          $            -          $         -          $         -          $    694,717

Mortgage-backed and other investment
securities1                                     185,094                   1,378               10,416               16,320               213,208
Stock of the FHLB, at cost                       17,250                       -                    -                    -                17,250
Loans, net of allowance for loan and
lease losses2                                 7,215,162               1,418,651            2,835,817               37,622            11,507,252
Loans held for sale                              42,062                       -                    -                    -                42,062
Total interest-earning assets                 8,154,285               1,420,029            2,846,233               53,942            12,474,489
Non-interest-earning assets                           -                       -                    -                    -               270,540
Total assets                          $       8,154,285          $    

1,420,029 $ 2,846,233 $ 53,942 $ 12,745,029 Interest-bearing liabilities: Interest-bearing deposits3

$       6,175,706          $    

1,774,197 $ 491,319 $ 448 $ 8,441,670



Advances from the FHLB                          196,000                  40,000               57,500               60,000               353,500
Other borrowings                                110,947                       -                    -               14,000               124,947
Total interest-bearing liabilities            6,482,653               1,814,197              548,819               74,448             8,920,117
Other non-interest-bearing
liabilities                                           -                       -                    -                    -             2,525,001
Stockholders' equity                                  -                       -                    -                    -             1,299,911

Total liabilities and equity $ 6,482,653 $ 1,814,197 $ 548,819 $ 74,448 $ 12,745,029 Net interest rate sensitivity gap $ 1,671,632 $ (394,168) $ 2,297,414 $ (20,506) $ 3,554,372 Cumulative gap

$       1,671,632          $    

1,277,464 $ 3,574,878 $ 3,554,372 $ 3,554,372 Net interest rate sensitivity gap-as a % of interest-earning assets

                    13.40  %                (3.16) %             18.42  %             (0.16) %              28.49  %
Cumulative gap-as a % of cumulative
interest-earning assets                           13.40  %                10.24  %             28.66  %             28.49  %              28.49  %


1 Comprised of U.S. government securities, mortgage-backed securities and other
securities, which are classified as trading and available-for-sale. The table
reflects contractual repricing dates.
2 The table reflects either contractual repricing dates, or maturities.
3 The table assumes that the principal balances for demand deposit and savings
accounts will reprice in the first year.
The above table provides an approximation of the projected re-pricing of assets
and liabilities at June 30, 2021 on the basis of contractual maturities,
adjusted for anticipated prepayments of principal and scheduled rate
adjustments. The loan and securities prepayment rates reflected herein are based
on historical experience. For the non-maturity deposit liabilities, we use decay
rates and rate adjustments based upon our historical experience. Actual
repayments of these instruments could vary substantially if future experience
differs from our historic experience.
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Although "gap" analysis is a useful measurement device available to management
in determining the existence of interest rate exposure, its static focus as of a
particular date makes it necessary to utilize other techniques in measuring
exposure to changes in interest rates. For example, gap analysis is limited in
its ability to predict trends in future earnings and makes no assumptions about
changes in prepayment tendencies, deposit or loan maturity preferences or
repricing time lags that may occur in response to a change in the interest rate
environment.
Our net interest margin for the fiscal year ended June 30, 2021 decreased to
4.11% compared to 4.19% for the fiscal year ended June 30, 2020. During the
fiscal year ended June 30, 2021, interest income earned on loans and on mortgage
backed securities was influenced by interest rate changes and the amortization
of premiums and discounts on purchases, and interest expense paid on deposits
and new borrowings were influenced by the Fed Funds rate.
The following table indicates the sensitivity of net interest income movements
to parallel instantaneous shocks in interest rates for the 1-12 months and 13-24
months' time periods. For purposes of modeling net interest income sensitivity
the Bank assumes no growth in the balance sheet other than for retained
earnings:
                                                                                   As of June 30, 2021
                                                            First 12 Months                                   Next 12 Months
                                               Net Interest           Percentage Change          Net Interest           Percentage Change
(Dollars in thousands)                            Income                  from Base                 Income                  from Base
Up 200 basis points                           $    552,820                         8.3  %       $    538,383                         9.4  %
Base                                          $    510,289                           -  %       $    492,124                           -  %
Down 100 basis points                         $    502,930                        (1.4) %       $    478,353                        (2.8) %


We attempt to measure the effect market interest rate changes will have on the
net present value of assets and liabilities, which is defined as MVE. We analyze
the MVE sensitivity to an immediate parallel and sustained shift in interest
rates derived from current U.S. Treasury and LIBOR yield curves. For rising
interest rate scenarios, the base market interest rate forecast was increased by
100, 200 and 300 basis points. For the falling interest rate scenarios, we used
a 100 basis points decrease due to limitations inherent in the current rate
environment.
The following table indicates the sensitivity of MVE to the interest rate
movement as described above:
                                                                            

As of June 30, 2021


                                                 Market Value of                   Percentage                            MVE as a
(Dollars in thousands)                               Equity                     Change from Base                   Percentage of Assets
Up 300 basis points                            $      1,614,331                                   2.7  %                            12.6  %
Up 200 basis points                            $      1,638,353                                   4.3  %                            12.7  %
Up 100 basis points                            $      1,612,726                                   2.6  %                            12.4  %
Base                                           $      1,571,364                                     -  %                            11.9  %
Down 100 basis points                          $      1,395,457                                 (11.2) %                            10.5  %


The computation of the prospective effects of hypothetical interest rate changes
is based on numerous assumptions, including relative levels of interest rates,
asset prepayments, runoffs in deposits and changes in repricing levels of
deposits to general market rates, and should not be relied upon as indicative of
actual results. Furthermore, the results included in the tables above do not
take into account any actions that we may undertake in response to future
changes in interest rates. Those actions include, but are not limited to, making
changes in loan and deposit interest rates and changes in our asset and
liability mix.
Securities Business
Our securities business is exposed to market risk primarily due to its role as a
financial intermediary in customer transactions, which may include purchases and
sales of securities, securities lending activities, and in our trading
activities, which are used to support sales, underwriting and other customer
activities. We are subject to the risk of loss that may result from the
potential change in value of a financial instrument as a result of fluctuations
in interest rates, market prices, investor expectations and changes in credit
ratings of the issuer.
Our securities business is exposed to interest rate risk as a result of
maintaining inventories of interest rate sensitive financial instruments and
other interest earning assets including customer and correspondent margin loans
and securities borrowing activities. Our exposure to interest rate risk is also
from our funding sources including customer and correspondent cash balances,
bank borrowings and securities lending activities. Interest rates on customer
and correspondent balances and securities produce a positive spread with rates
generally fluctuating in parallel.
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With respect to securities held, our interest rate risk is managed by setting
and monitoring limits on the size and duration of positions and on the length of
time securities can be held. Much of the interest rates on customer and
correspondent margin loans are indexed and can vary daily. Our funding sources
are generally short term with interest rates that can vary daily.
At June 30, 2021, Axos Clearing held municipal obligations, these positions were
classified as held for sale securities and had maturities greater than 10 years.
Our securities business is engaged in various brokerage and trading activities
that expose us to credit risk arising from potential non-performance from
counterparties, customers or issuers of securities. This risk is managed by
setting and monitoring position limits for each counterparty, conducting
periodic credit reviews of counterparties, reviewing concentrations of
securities and conducting business through central clearing organizations.
Collateral underlying margin loans to customers and correspondents and with
respect to securities lending activities is marked to market daily and
additional collateral is required as necessary.

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