Axos Financial - 10-Q quarterly report FY2023 Q2

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended December 31, 2022


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number: 001-37709

AXOS FINANCIAL, INC.

(Exact name of registrant as specified in its charter)


Delaware						33-0867444
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

9205 West Russell Road, Suite 400, Las Vegas, NV 89148

(Address of principal executive offices) (zip code)

Registrant’s telephone number, including area code: (858) 649-2218


Securities registered pursuant to Section 12(b) of the Act:
Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, $0.01 par value	AX	New York Stock Exchange

__________________________________________________________________________________________

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No

The number of shares outstanding of the registrant’s common stock on the last practicable date: 60,000,709 shares of common stock, $0.01 par value per share, as of January 20, 2023.

Table of Contents

AXOS FINANCIAL, INC.

INDEX


			Page
PART I – FINANCIAL INFORMATION			1

ITEM 1. FINANCIAL STATEMENTS			1
Condensed Consolidated Balance Sheets as of Dec ember 3 1 , 2022 (unaudited) and June 30, 2022			1
Condensed Consolidated Statements of Income (unaudited) for the three and six months ended Dec ember 3 1 , 2022 and 2021			2
Condensed Consolidated Statements of Comprehensive Income (unaudited) for the three and six months ended Dec ember 3 1 , 2022 and 2021			3
Condensed Consolidated Statements of Stockholders’ Equity (unaudited) for the three and six months ended Dec ember 3 1 , 2022 and 2021			4
Condensed Consolidated Statements of Cash Flows (unaudited) for the six months ended December 31, 2022 and 2021			6
Notes to Condensed Consolidated Financial Statements			7

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS			29
SELECTED FINANCIAL DATA			32
RESULTS OF OPERATIONS			34
FINANCIAL CONDITION			45
LIQUIDITY			49
OFF-BALANCE SHEET COMMITMENTS			49
CAPITAL RESOURCES AND REQUIREMENTS			50


ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK			52

ITEM 4. CONTROLS AND PROCEDURES			54

PART II – OTHER INFORMATION			55

ITEM 1. LEGAL PROCEEDINGS			55

ITEM 1A. RISK FACTORS			55

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS			56

ITEM 3. DEFAULTS UPON SENIOR SECURITIES			56

ITEM 4. MINE SAFETY DISCLOSURES			56

ITEM 5. OTHER INFORMATION			56

ITEM 6. EXHIBITS			57

SIGNATURES			58

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PART I – FINANCIAL INFORMATION

ITEM 1.FINANCIAL STATEMENTS

AXOS FINANCIAL, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS


(Dollars in thousands, except par and stated value)	(Unaudited) December 31, 2022		June 30, 2022
ASSETS
Cash and cash equivalents	$	1,755,603	$	1,202,587
Cash segregated for regulatory purposes	196,910		372,112

Total cash, cash equivalents, and cash segregated	1,952,513		1,574,699
Securities:
Trading	372		1,758
Available-for-sale	248,062		262,518

Stock of regulatory agencies	20,881		20,368
Loans held for sale, carried at fair value	4,292		4,973
Loans held for sale, lower of cost or fair value	455		10,938
Loans—net of allowance for credit losses of $157,218 as of December 31, 2022 and $148,617 as of June 30, 2022	15,473,212		14,091,061



Mortgage servicing rights, carried at fair value	25,526		25,213


Securities borrowed	58,846		338,980
Customer, broker-dealer and clearing receivables	272,579		417,417
Goodwill and other intangible assets—net	157,585		156,405
Other assets	526,712		496,835
TOTAL ASSETS	$	18,741,035	$	17,401,165

LIABILITIES AND STOCKHOLDERS’ EQUITY
Deposits:
Non-interest bearing	3,442,148		5,033,970
Interest bearing	12,248,346		8,912,452
Total deposits	15,690,494		13,946,422

Advances from the Federal Home Loan Bank	100,000		117,500
Borrowings, subordinated notes and debentures	334,077		445,244

Securities loaned	156,008		474,400
Customer, broker-dealer and clearing payables	420,947		511,654
Accounts payable and other liabilities	251,950		262,972
Total liabilities	16,953,476		15,758,192
COMMITMENTS AND CONTINGENCIES (Note 8)
STOCKHOLDERS’ EQUITY:




Common stock—$0.01 par value; 150,000,000 shares authorized; 69,153,591 shares issued and 60,000,079 shares outstanding as of December 31, 2022; 68,859,722 shares issued and 59,777,949 shares outstanding as of June 30, 2022	692		689
Additional paid-in capital	465,350		453,784
Accumulated other comprehensive income (loss)—net of tax	(6,945)		(2,933)
Retained earnings	1,568,403		1,428,444
Treasury stock, at cost; 9,153,512 shares as of December 31, 2022 and 9,081,773 shares as of June 30, 2022	(239,941)		(237,011)
Total stockholders’ equity	1,787,559		1,642,973
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	18,741,035	$	17,401,165

See accompanying notes to the condensed consolidated financial statements.

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AXOS FINANCIAL, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)


	Three Months Ended				Six Months Ended
	December 31,				December 31,
(Dollars in thousands, except earnings per common share)	2022		2021		2022		2021
INTEREST AND DIVIDEND INCOME:
Loans, including fees	$	255,661	$	149,469	$	463,999	$	298,645
Securities borrowed and customer receivables	4,321		5,366		8,705		12,217
Investments	19,606		2,241		30,670		4,524
Total interest and dividend income	279,588		157,076		503,374		315,386
INTEREST EXPENSE:
Deposits	71,348		7,805		103,853		15,517
Advances from the Federal Home Loan Bank	2,504		973		7,667		1,989
Securities loaned	1,067		218		2,010		469
Other borrowings	4,759		2,512		9,459		5,201
Total interest expense	79,678		11,508		122,989		23,176
Net interest income	199,910		145,568		380,385		292,210
Provision for credit losses	3,500		4,000		12,250		8,000
Net interest income, after provision for credit losses	196,410		141,568		368,135		284,210
NON-INTEREST INCOME:








Broker-dealer fee income	9,812		6,332		18,990		12,794

Advisory fee income	6,983		8,035		13,942		13,339
Banking and service fees	10,143		8,486		16,657		15,166
Mortgage banking income	641		4,640		4,006		9,910
Prepayment penalty fee income	750		3,294		1,942		6,280
Total non-interest income	28,329		30,787		55,537		57,489
NON-INTEREST EXPENSE:
Salaries and related costs	49,720		39,979		96,716		80,716
Data processing	14,632		12,199		28,654		24,291
Depreciation and amortization	5,957		6,785		12,051		12,513
Advertising and promotional	10,899		3,402		17,269		6,774
Professional services	8,455		5,943		16,542		10,488
Occupancy and equipment	3,683		3,342		7,737		6,523
FDIC and regulatory fees	3,569		2,475		7,304		4,741
Broker-dealer clearing charges	3,739		3,678		6,568		7,683
General and administrative expense	6,874		8,216		30,774		16,721
Total non-interest expense	107,528		86,019		223,615		170,450
INCOME BEFORE INCOME TAXES	117,211		86,336		200,057		171,249
INCOME TAXES	35,659		25,549		60,098		50,252
NET INCOME	$	81,552	$	60,787	$	139,959	$	120,997

COMPREHENSIVE INCOME	$	80,377	$	60,131	$	135,947	$	119,834
Basic earnings per common share	$	1.36	$	1.02	$	2.34	$	2.04
Diluted earnings per common share	$	1.35	$	1.00	$	2.31	$	1.99

See accompanying notes to the condensed consolidated financial statements.

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AXOS FINANCIAL, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)


	Three Months Ended				Six Months Ended
	December 31,				December 31,
(Dollars in thousands)	2022		2021		2022		2021
NET INCOME	$	81,552	$	60,787	$	139,959	$	120,997
Net unrealized gain (loss) from available-for-sale securities, net of income tax expense (benefit) of $503 and $(274) for the three months and $1,718 and $(488) for the six months ended December 31, 2022 and 2021, respectively.	(1,175)		(656)		(4,012)		(1,163)


Other comprehensive income (loss)	(1,175)		(656)		(4,012)		(1,163)
Comprehensive income	$	80,377	$	60,131	$	135,947	$	119,834

See accompanying notes to the condensed consolidated financial statements.

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AXOS FINANCIAL, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(Unaudited)



		For the Three Months Ended December 31, 2022
	Common Stock					Additional Paid-in Capital			Retained Earnings		Accumulated Other Comprehensive Income (Loss), Net of Income Tax		Treasury Stock		Total
			Number of Shares
(Dollars in thousands)			Issued	Treasury	Outstanding			Amount
BALANCE—September 30, 2022			69,151,152	(9,152,479)	59,998,673	$	692		$	459,101	$	1,486,851	$	(5,770)	$	(239,902)	$	1,700,972
Net income			—	—	—	—			—		81,552		—		—		81,552
Other comprehensive income (loss)			—	—	—	—			—		—		(1,175)		—		(1,175)







Stock-based compensation activity			2,439	(1,033)	1,406	—			6,249		—		—		(39)		6,210

BALANCE—December 31, 2022			69,153,591	(9,153,512)	60,000,079	$	692		$	465,350	$	1,568,403	$	(6,945)	$	(239,941)	$	1,787,559


		For the Six Months Ended December 31, 2022
	Common Stock					Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Income (Loss), Net of Income Tax		Treasury Stock		Total
			Number of Shares
(Dollars in thousands)			Issued	Treasury	Outstanding											Amount
BALANCE—June 30, 2022			68,859,722	(9,081,773)	59,777,949	$	689	$	453,784	$	1,428,444	$	(2,933)	$	(237,011)		$	1,642,973

Net income			—	—	—	—		—		139,959		—		—			139,959
Other comprehensive income (loss)			—	—	—	—		—		—		(4,012)		—			(4,012)







Stock-based compensation activity			293,869	(71,739)	222,130	3		11,566		—		—		(2,930)			8,639

BALANCE—December 31, 2022			69,153,591	(9,153,512)	60,000,079	$	692	$	465,350	$	1,568,403	$	(6,945)	$	(239,941)		$	1,787,559

See accompanying notes to the condensed consolidated financial statements.

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AXOS FINANCIAL, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (Continued)

(Unaudited)



		For the Three Months Ended December 31, 2021
	Common Stock					Additional Paid-in Capital			Retained Earnings		Accumulated Other Comprehensive Income (Loss), Net of Income Tax		Treasury Stock		Total
			Number of Shares
(Dollars in thousands)			Issued	Treasury	Outstanding			Amount
BALANCE—September 30, 2021			68,370,617	(8,875,984)	59,494,633	$	684		$	436,528	$	1,247,938	$	2,000	$	(228,529)	$	1,458,621
Net income			—	—	—	—			—		60,787		—		—		60,787
Other comprehensive income (loss)			—	—	—	—			—		—		(656)		—		(656)







Stock-based compensation activity			6,220	(2,278)	3,942	—			4,533		—		—		(128)		4,405

BALANCE—December 31, 2021			68,376,837	(8,878,262)	59,498,575	$	684		$	441,061	$	1,308,725	$	1,344	$	(228,657)	$	1,523,157


		For the Six Months Ended December 31, 2021
	Common Stock					Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Income (Loss), Net of Income Tax		Treasury Stock		Total
			Number of Shares
(Dollars in thousands)			Issued	Treasury	Outstanding											Amount
BALANCE—June 30, 2021			68,069,321	(8,751,377)	59,317,944	$	681	$	432,550	$	1,187,728	$	2,507	$	(222,530)		$	1,400,936

Net income			—	—	—	—		—		120,997		—		—			120,997
Other comprehensive income (loss)			—	—	—	—		—		—		(1,163)		—			(1,163)







Stock-based compensation activity			307,516	(126,885)	180,631	3		8,511		—		—		(6,127)			2,387

BALANCE—December 31, 2021			68,376,837	(8,878,262)	59,498,575	$	684	$	441,061	$	1,308,725	$	1,344	$	(228,657)		$	1,523,157

See accompanying notes to the condensed consolidated financial statements.

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AXOS FINANCIAL, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)


	Six Months Ended
	December 31,
(Dollars in thousands)	2022		2021
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	139,959	$	120,997
Adjustments to reconcile net income to net cash provided by operating activities:





Depreciation, amortization, and accretion	12,580		14,287
Stock-based compensation expense	11,569		8,514
Trading activity	1,386		760


Provision for credit losses	12,250		8,000

Deferred income taxes	7,592		(1,468)
Origination of loans held for sale	(113,300)		(403,287)


Unrealized and realized gains on loans held for sale	(4,115)		(8,673)
Proceeds from sale of loans held for sale	117,252		410,918
Amortization and change in fair value of mortgage servicing rights	93		1,087



Net changes in assets and liabilities which provide (use) cash:

Securities borrowed	280,134		84,845
Customer, broker-dealer and clearing receivables	144,838		(1,702)
Other assets	(19,062)		(102,551)

Securities loaned	(318,392)		(150,226)
Customer, broker-dealer and clearing payables	(90,707)		(61,069)
Accounts payable and other liabilities	(5,001)		7,067
Net cash provided by (used in) operating activities	177,076		(72,501)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of investment securities	—		(12,286)


Proceeds from sale and repayment of securities	9,111		129,351
Purchase of stock of regulatory agencies	(74,972)		(13,631)
Proceeds from redemption of stock of regulatory agencies	74,972		13,631
Origination of loans held for investment	(4,499,800)		(4,636,661)
Proceeds from sale of loans held for investment	13,965		36,943
Mortgage warehouse loans activity, net	136,545		18,511
Proceeds from sales of other real estate owned and repossessed assets	1,229		7,454

Acquisition of business activity, net of cash acquired	(5,531)		(54,761)
Purchases of loans and leases, net of discounts and premiums	(127)		(30,153)
Principal repayments on loans	2,947,186		3,413,366
Purchases of furniture, equipment, software and intangibles	(13,982)		(8,730)
Net cash used in investing activities	(1,411,404)		(1,136,966)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net increase in deposits	1,744,072		1,453,375

Payments of the Federal Home Loan Bank term advances	(17,500)		(10,000)
Net repayment of Federal Home Loan Bank other advances	—		(186,000)
Net proceeds (repayments) of other borrowings	(111,500)		38,800



Tax payments related to settlement of restricted stock units	(2,930)		(6,127)





Net cash provided by financing activities	1,612,142		1,290,048
NET CHANGE IN CASH AND CASH EQUIVALENTS	377,814		80,581
CASH AND CASH EQUIVALENTS—Beginning of year	$	1,574,699	$	1,037,777
CASH AND CASH EQUIVALENTS—End of period	$	1,952,513	$	1,118,358



SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest paid on deposits and borrowed funds	$	121,878	$	23,429
Income taxes paid	73,129		57,763
Transfers to other real estate and repossessed vehicles	7,228		342
Transfers from loans held for investment to loans held for sale	—		36,943
Transfers from loans held for sale to loans held for investment	690		794
Operating lease liabilities for obtaining right of use assets	—		4,167

See accompanying notes to the condensed consolidated financial statements.

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AXOS FINANCIAL, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTH PERIODS ENDED DECEMBER 31, 2022 AND 2021

(Dollars in thousands, except per share and stated value amounts)

(Unaudited)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The condensed consolidated financial statements include the accounts of Axos Financial, Inc. (“Axos”) and its wholly owned subsidiaries, Axos Bank (the “Bank”) and Axos Nevada Holding, LLC (“Axos Nevada Holding” and collectively, the “Company”). Axos Bank and its wholly owned subsidiary constitute the Banking Business segment and Axos Nevada Holding wholly owns the companies constituting the Securities Business segment. All significant intercompany balances and transactions have been eliminated in consolidation.

The accompanying interim condensed consolidated financial statements, presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”), are unaudited and reflect all adjustments which, in the opinion of management, are necessary for a fair statement of financial condition and results of operations for the interim periods. All adjustments are of a normal and recurring nature. Results for the three and six months ended December 31, 2022 are not necessarily indicative of results that may be expected for any other interim period or for the year as a whole. Certain information and note disclosures normally included in the audited annual financial statements prepared in accordance with GAAP have been condensed or not repeated herein pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) with respect to interim financial reporting. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and accompanying notes for the year ended June 30, 2022 included in our Annual Report on Form 10-K filed with the SEC for the fiscal year ended June 30, 2022 (“2022 Form 10-K”). A reclassification of certain components of non-interest income for the three and six months ended December 31, 2021 has been made to conform to the current period presentation. This reclassification had no effect on the Company’s total non-interest income, net income, financial position or cash flows. Additional reclassifications of certain amounts in the Condensed Consolidated Statement of Cash Flows for the six months ended December 31, 2021 have been made to conform to the current period presentation. These reclassifications had no effect on the Company’s results of operations or financial position.

Significant Accounting Policies

Our significant accounting policies are described in greater detail in Note 1—“Organizations and Summary of Significant Accounting Policies” contained in the 2022 Form 10-K.

New Accounting Standards

Accounting Standards Issued But Not Yet Adopted

The Financial Accounting Standards Board has issued three Accounting Standards Updates (“ASUs”) (2020-04, 2021-04 and 2022-06) all of which provide guidance to alleviate the burden in accounting for reference rate reform by allowing certain expedients and exceptions in applying generally accepted accounting principles to contracts, hedging relationships, and other transactions impacted by reference rate reform. The provisions apply only to those transactions that reference London Interbank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued due to reference rate reform. Adoption of the provisions are optional and are effective from March 12, 2020 through December 31, 2024. The Company is evaluating the impact on the Company’s Consolidated Financial Statements, but it does not expect any application of the provisions of these ASUs to have a material impact. For a further discussion of new accounting standards issued but not yet adopted which are applicable to the Company see Note 1—“Organizations and Summary of Significant Accounting Policies” contained in the 2022 Form 10-K.

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2. ACQUISITIONS

From time to time the Company completes acquisitions and related corporate activities to supplement the organic growth and development of the business.

On August 2, 2021, the Company’s subsidiary, Axos Clearing LLC, acquired certain assets and liabilities of E*TRADE Advisor Services (“EAS”), the registered investment advisor custody business of Morgan Stanley. This business was rebranded as Axos Advisor Services (“AAS”). AAS adds incremental fee income, a turnkey technology platform used by independent registered investment advisors for trading and custody services, and low cost deposits that can be used to generate fee income from other bank partners or to fund loan growth at Axos Bank. The purchase price of $54.8 million consisted entirely of cash consideration paid upon acquisition and working capital adjustments.

The Company incurred acquisition-related costs totaling $0.04 million in total, all of which were recognized in the year ended June 30, 2022.

The acquisition is accounted for as a business combination under the acquisition method of accounting. Accordingly, tangible and intangible assets acquired (and liabilities assumed) are recorded at their estimated fair values as of the date of acquisition. The preliminary allocation of the $54.6 million purchase price consisted of $14.4 million of fair value of tangible assets acquired (which included $7.8 million of a right-of-use lease asset), $11.3 million of liabilities assumed (which included $7.8 million of a lease liability), $27.1 million of identifiable intangible assets and $24.4 million of goodwill, all of which is expected to be deductible for tax purposes. In December 2021, the Company made a $0.2 million true-up payment based on working capital adjustments, which was recorded as an increase in the purchase price up to $54.8 million with no impact on goodwill or identifiable intangible assets. After the working capital true-up, the final acquisition fair value of tangible assets acquired was $14.2 million and the final acquisition fair value of liabilities acquired was $10.9 million. Goodwill was calculated as the excess of consideration exchanged over the fair value of identifiable net assets acquired. The goodwill includes synergies expected to result from combining the acquired assets and liabilities with existing operations, coupling its custody platform with the Company’s existing product offerings and leveraging customer relationships through registered investment advisors (“RIAs”). The following table summarizes the fair value and useful life of each intangible asset acquired as of the acquisition date:


(Dollars in thousands)	Fair Value		Useful Lives (Years)
Trade Name	$	290	0.16
Proprietary Technology	10,990		7
Customer Relationships	15,650		14
Non-Compete Agreements	130		1
Total	$	27,060

The following table presents the results of operations of AAS for the six months ended December 31, 2021 on an unaudited pro forma basis, as if the acquisition of the entity rebranded to AAS had been consummated on July 1, 2020. The results of operations of AAS for the three months ended December 31, 2021 are reflected in the unaudited Condensed Consolidated Statements of Income. The unaudited pro forma financial information is provided for informational purposes only and is not necessarily indicative of what the Company’s results of operations would have been if the acquisition of EAS had occurred as of July 1, 2020, or the results of operations for any future periods. Additionally, the information presented does not reflect any synergies or other strategic benefits as a result of acquisition.

Pro Forma Revenue

(Dollars in thousands)

For the Six Months Ended December 31, 2021

Non-interest income

17,230

It is not practical to disclose net income on a pro forma basis as the assets and liabilities acquired are a component of a business.

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3. FAIR VALUE

The Company’s financial assets and liabilities measured at fair value on a recurring basis at December 31, 2022 and June 30, 2022 are classified in their entirety based on the lowest level of input significant to the fair value measurement.


	December 31, 2022
(Dollars in thousands)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
ASSETS:
Securities—Trading: Municipal		$	372	$	—	$	372
Securities—Available-for-Sale:

Agency MBS1		22,796		—		22,796
Non-Agency MBS2		—		175,123		175,123
Municipal		3,327		—		3,327
Asset-backed securities and structured notes		46,816		—		46,816
Total—Securities—Available-for-Sale		$	72,939	$	175,123	$	248,062
Loans Held for Sale		$	4,292	$	—	$	4,292
Mortgage servicing rights		$	—	$	25,526	$	25,526
Other assets—Derivative instruments		$	—	$	136	$	136
LIABILITIES:
Other liabilities—Derivative instruments		$	—	$	118	$	118

	June 30, 2022
(Dollars in thousands)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
ASSETS:
Securities—Trading: Municipal		$	1,758	$	—	$	1,758
Securities—Available-for-Sale:

Agency MBS1		25,325		—		25,325
Non-Agency MBS2		—		186,814		186,814
Municipal		3,248		—		3,248
Asset-backed securities and structured notes		47,131		—		47,131
Total—Securities—Available-for-Sale		$	75,704	$	186,814	$	262,518
Loans Held for Sale		$	4,973	$	—	$	4,973
Mortgage servicing rights		$	—	$	25,213	$	25,213
Other assets—Derivative instruments		$	—	$	464	$	464
LIABILITIES:
Other liabilities—Derivative instruments		$	—	$	—	$	—

1Includes securities guaranteed by Ginnie Mae, a U.S. government agency, and the government sponsored enterprises Fannie Mae and Freddie Mac.

2 Private sponsors of securities collateralized primarily by first-lien mortgage loans on commercial properties or by pools of 1-4 family residential first mortgages. Primarily super senior securities secured by Alt-A or pay-option ARM mortgages.

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Additional information is presented below about assets measured at fair value on a recurring basis for which the Company has utilized Level 3 inputs to determine fair value:


	For the Three Months Ended
	December 31, 2022
(Dollars in thousands)	Securities – Available-for-Sale: Non-Agency MBS		Mortgage Servicing Rights1		Derivative Instruments, net		Total
Opening balance	$	184,012	$	26,373	$	535	$	210,920


Total gains or losses for the period:


Included in earnings—Mortgage banking income	—		(1,046)		(517)		(1,563)
Included in other comprehensive income	(2,143)		—		—		(2,143)
Purchases, retentions, issues, sales and settlements:
Purchases/Retentions	—		199		—		199


Settlements	(6,746)		—		—		(6,746)

Closing balance	$	175,123	$	25,526	$	18	$	200,667

Change in unrealized gains or losses for the period included in earnings for assets held at the end of the reporting period	$	—	$	(1,046)	$	(517)	$	(1,563)

	For the Six Months Ended
	December 31, 2022
(Dollars in thousands)	Securities – Available-for-Sale: Non-Agency RMBS		Mortgage Servicing Rights1		Derivative Instruments, net		Total
Opening Balance	$	186,814	$	25,213	$	464	$	212,491


Total gains or losses for the period:


Included in earnings—Mortgage banking income	—		(93)		(446)		(539)
Included in other comprehensive income	(4,616)		—		—		(4,616)
Purchases, retentions, issues, sales and settlements:
Purchases/Retentions	—		406		—		406


Settlements	(7,075)		—		—		(7,075)

Closing balance	$	175,123	$	25,526	$	18	$	200,667

Change in unrealized gains or losses for the period included in earnings for assets held at the end of the reporting period	$	—	$	(93)	$	(446)	$	(539)

1 Earnings from mortgage servicing rights (“MSR”) were attributable to: Time and payoffs, representing a decrease in MSR value due to passage of time, including the impact from both regularly scheduled loan principal payments and loans that were paid down or paid off during the period of $0.1 million and $0.5 million for the three and six months ended December 31, 2022, respectively, and a decrease in MSR value resulting from market-driven changes in interest rates of $0.9 million for the three months ended December 31, 2022 and an increase of $0.4 million for the six months ended December 31, 2022. Additions to mortgage servicing rights were retained upon sale of loans held for sale.

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	For the Three Months Ended
	December 31, 2021
(Dollars in thousands)	Securities – Available-for-Sale: Non-Agency MBS		Mortgage Servicing Rights1		Derivative Instruments, net		Total
Opening balance	$	59,851	$	18,438	$	2,226	$	80,515


Total gains or losses for the period:


Included in earnings—Mortgage banking income	—		97		(849)		(752)
Included in other comprehensive income	(527)		—		—		(527)
Purchases, retentions, issues, sales and settlements:
Purchases/Retentions	—		1,575		—		1,575


Settlements	(572)		—		—		(572)

Closing balance	$	58,752	$	20,110	$	1,377	$	80,239

Change in unrealized gains or losses for the period included in earnings for assets held at the end of the reporting period	$	—	$	97	$	(849)	$	(752)

	For the Six Months Ended
	December 31, 2021
(Dollars in thousands)	Securities – Available-for-Sale: Non-Agency RMBS		Mortgage Servicing Rights1		Derivative Instruments, net		Total
Opening Balance	$	67,615	$	17,911	$	2,205	$	87,731


Total gains or losses for the period:


Included in earnings—Mortgage banking income	—		(1,087)		(828)		(1,915)
Included in other comprehensive income	(639)		—		—		(639)
Purchases, retentions, issues, sales and settlements:
Purchases/Retentions	—		3,286		—		3,286


Settlements	(8,224)		—		—		(8,224)

Closing balance	$	58,752	$	20,110	$	1,377	$	80,239

Change in unrealized gains or losses for the period included in earnings for assets held at the end of the reporting period	$	—	$	(1,087)	$	(828)	$	(1,915)

1 Earnings from mortgage servicing rights were attributable to: Time and payoffs, representing a decrease in MSR value due to passage of time, including the impact from both regularly scheduled loan principal payments and loans that were paid down or paid off during the period of $1.3 million and $2.8 million for the three and six months ended December 31, 2021, respectively, and an increase in MSR value resulting from market-driven changes in interest rates of $1.4 million and $1.8 million for the three and six months ended December 31, 2021, respectively. Additions to mortgage servicing rights were retained upon sale of loans held for sale.

The table below summarizes the quantitative information about level 3 fair value measurements as of the dates indicated:

December 31, 2022

(Dollars in thousands)

Fair Value

Valuation Technique

Unobservable Input

Range (Weighted Average)

Securities – Non-agency MBS

175,123

Discounted Cash Flow

Projected Constant Prepayment Rate,
Projected Constant Default Rate,
Projected Loss Severity,
Discount Rate over LIBOR

0.0 to 30.0% (21.9%)

0.0 to 6.1% (2.2%)

0.0 to 68.7% (27.4%)

2.6 to 7.1% (2.7%)

Mortgage Servicing Rights

25,526

Discounted Cash Flow

Projected Constant Prepayment Rate,
Life (in years),
Discount Rate

6.2 to 26.4% (11.5%)

0.7 to 12.2 (8.0)

9.5 to 11.5% (9.6%)

Derivative Instruments

Sales Comparison Approach

Projected Sales Profit of Underlying Loans

-1.6 to 1.2% (0.1%)

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June 30, 2022

(Dollars in thousands)

Fair Value

Valuation Technique

Unobservable Input

Range (Weighted Average)

Securities – Non-agency MBS

186,814

Discounted Cash Flow

Projected Constant Prepayment Rate,
Projected Constant Default Rate,
Projected Loss Severity,
Discount Rate over LIBOR

0.0 to 30.0% (21.4%)

0.0 to 7.9% (2.2%)

0.0 to 68.4% (26.7%)

2.7 to 9.3% (2.8%)

Mortgage Servicing Rights

25,213

Discounted Cash Flow

Projected Constant Prepayment Rate,
Life (in years),
Discount Rate

7.9 to 56.3% (11.0%)

1.2 to 9.9 (8.4)

9.5 to 11.5% (9.5%)

Derivative Instruments

464

Sales Comparison Approach

Projected Sales Profit of Underlying Loans

-3.1 to 0.8% (-1.2%)

The significant unobservable inputs used in the fair value measurement of the Company’s residential mortgage-backed securities are projected prepayment rates, probability of default, projected loss severity in the event of default and discount rate over LIBOR. Significant increases (decreases) in any of those inputs in isolation would result in a significantly lower (higher) fair value measurement. Generally, a change in the assumption used for the probability of default is accompanied by a directionally similar change in the assumption used for the projected loss severity and a directionally opposite change in the assumption used for projected prepayment rates.

The table below summarizes assets measured for impairment on a non-recurring basis:


	December 31, 2022
(Dollars in thousands)	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Balance
Other real estate owned and repossessed vehicles:
Single family real estate	$	—	$	—	$	4,383	$	4,383



Autos	$	—	$	—	$	1,421	$	1,421
Total	$	—	$	—	$	5,804	$	5,804


	June 30, 2022
(Dollars in thousands)	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Balance
Other real estate owned and repossessed vehicles:




Autos	—		—		798		798
Total	$	—	$	—	$	798	$	798

Non-recurring fair value measurements for other real estate owned and repossessed vehicles represent charge-offs of $657 thousand and $37 thousand for the three months ended December 31, 2022 and December 31, 2021, respectively, and $964 thousand and $49 thousand for the six months ended December 31, 2022 and December 31, 2021, respectively.

The Company has elected the fair value option for Agency loans held for sale. Given these loans are intended for sale, fair value is considered to be the best indicator of the amount to be realized from these loans. Interest income is recorded based on the contractual terms of the loan and in accordance with the Company’s policy on loans. None of these loans are 90 days or more past due nor on nonaccrual as of December 31, 2022 and June 30, 2022.

As of December 31, 2022 and June 30, 2022, the aggregate fair value of loans held for sale, carried at fair value, contractual balance (including accrued interest), and unrealized gain was as follows:


(Dollars in thousands)	December 31, 2022		June 30, 2022
Aggregate fair value	$	4,292	$	4,973
Contractual balance	4,182		4,881
Unrealized gain	$	110	$	92

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Gains and losses from changes in fair value included in earnings for loans held for sale for the periods indicated below were:


	For the Three Months Ended				For the Six Months Ended
	December 31,				December 31,
(Dollars in thousands)	2022		2021		2022		2021
Interest income	$	103	$	194	$	153	$	394
Change in fair value	(422)		(1,021)		(331)		(978)
Total	$	(319)	$	(827)	$	(178)	$	(584)

The following table presents quantitative information about level 3 fair value measurements for other real estate owned and repossessed vehicles measured at fair value on a non-recurring basis at the periods indicated:

December 31, 2022

(Dollars in thousands)

Fair Value

Valuation Technique(s)

Unobservable Input

Range (Weighted Average) 1

Other real estate owned and repossessed vehicles:

Single family real estate

4,383

Sales comparison approach

Adjustment for differences between the comparable sales

3.5 to 12.1% (4.1%)

Autos

1,421

Sales comparison approach

Adjustment for differences between the comparable sales

-20.3 to -7.8% (-9.1%)

June 30, 2022

(Dollars in thousands)

Fair Value

Valuation Technique(s)

Unobservable Input

Range (Weighted Average) 1

Other real estate owned and repossessed vehicles:

Autos

798

Sales comparison approach

Adjustment for differences between the comparable sales

-17.2 to 4.6% (-7.5%)

1 For other real estate owned and repossessed vehicles the ranges shown may vary positively or negatively based on the comparable sales reported in the current appraisal. In certain instances, the range can be significant due to small sample sizes and in some cases the asset being valued having limited comparable sales with similar characteristics at the time the current appraisal is conducted.

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Fair Value of Financial Instruments

Carrying amounts and estimated fair values of financial instruments at December 31, 2022 and June 30, 2022 were:


	December 31, 2022
			Fair Value
(Dollars in thousands)	Carrying Amount		Level 1		Level 2		Level 3		Total Fair Value
Financial assets:
Cash and cash equivalents	$	1,952,513	$	1,952,513	$	—	$	—	$	1,952,513
Securities—trading	372		—		372		—		372
Securities—available-for-sale	248,062		—		72,939		175,123		248,062

Loans held for sale, at fair value	4,292		—		4,292		—		4,292
Loans held for sale, at lower of cost or fair value	455		—		—		456		456
Loans held for investment—net	15,473,212		—		—		15,171,361		15,171,361
Securities borrowed	58,846		—		—		60,217		60,217
Customer, broker-dealer and clearing receivables	272,579		—		—		281,165		281,165

Mortgage servicing rights	25,526		—		—		25,526		25,526
Financial liabilities:
Total deposits	15,690,494		—		14,334,437		—		14,334,437

Advances from the Federal Home Loan Bank	100,000		—		92,471		—		92,471
Borrowings, subordinated notes and debentures	334,077		—		297,252		—		297,252
Securities loaned	156,008		—		—		156,039		156,039
Customer, broker-dealer and clearing payables	420,947		—		—		420,946		420,946


	June 30, 2022
			Fair Value
(Dollars in thousands)	Carrying Amount		Level 1		Level 2		Level 3		Total Fair Value
Financial assets:
Cash and cash equivalents	$	1,574,699	$	1,574,699	$	—	$	—	$	1,574,699
Securities—trading	1,758		—		1,758		—		1,758
Securities—available-for-sale	262,518		—		75,704		186,814		262,518


Loans held for sale, at fair value	4,973		—		4,973		—		4,973
Loans held for sale, at lower of cost or fair value	10,938		—		—		10,985		10,985
Loans held for investment—net	14,091,061		—		—		14,015,157		14,015,157
Securities borrowed	338,980		—		—		329,963		329,963
Customer, broker-dealer and clearing receivables	417,417		—		—		414,383		414,383

Mortgage servicing rights	25,213		—		—		25,213		25,213
Financial liabilities:
Total deposits	13,946,422		—		12,812,512		—		12,812,512

Advances from the Federal Home Loan Bank	117,500		—		117,500		—		117,500
Borrowings, subordinated notes and debentures	445,244		—		416,947		—		416,947
Securities loaned	474,400		—		—		473,831		473,831
Customer, broker-dealer and clearing payables	511,654		—		—		471,859		471,859

Carrying amount is the estimated fair value for cash and cash equivalents, interest bearing deposits, accrued interest receivable and payable, demand deposits, short-term debt, and variable rate loans or deposits that reprice frequently and fully. For fixed rate loans, deposits, borrowings or subordinated debt and for variable rate loans, deposits, borrowings or subordinated debt with infrequent repricing or repricing limits, fair value is based on discounted cash flows using current market rates applied to the estimated life and credit risk. A discussion of the methods of valuing trading securities, available for sale securities and loans held for sale can be found in Note 3 – “Fair Value” of the 2022 Form 10-K. The carrying amount of stock of regulatory agencies approximates the estimated fair value of these investments. The fair value of off-balance sheet items is not material.

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4. SECURITIES

The amortized cost, carrying amount and fair value for the trading and available-for-sale securities at December 31, 2022 and June 30, 2022 were:


	December 31, 2022
	Trading		Available-for-sale
(Dollars in thousands)	Fair Value		Amortized Cost		Unrealized Gains		Unrealized Losses		Fair Value
Mortgage-backed securities (MBS):
U.S. agencies1	$	—	$	26,008	$	1	$	(3,213)	$	22,796
Non-agency2	—		180,541		750		(6,168)		175,123
Total mortgage-backed securities	—		206,549		751		(9,381)		197,919
Non-MBS:

Municipal	372		3,592		—		(265)		3,327
Asset-backed securities and structured notes	—		47,000		—		(184)		46,816
Total Non-MBS	372		50,592		—		(449)		50,143
Total debt securities	$	372	$	257,141	$	751	$	(9,830)	$	248,062


	June 30, 2022
	Trading		Available-for-sale
(Dollars in thousands)	Fair Value		Amortized Cost		Unrealized Gains		Unrealized Losses		Fair Value
Mortgage-backed securities (MBS):
U.S. agencies1	$	—	$	27,722	$	9	$	(2,406)	$	25,325
Non-agency2	—		187,616		1,832		(2,634)		186,814
Total mortgage-backed securities	—		215,338		1,841		(5,040)		212,139
Non-MBS:

Municipal	1,758		3,529		—		(281)		3,248
Asset-backed securities and structured notes	—		47,000		131		—		47,131
Total Non-MBS	1,758		50,529		131		(281)		50,379
Total debt securities	$	1,758	$	265,867	$	1,972	$	(5,321)	$	262,518

1Includes securities guaranteed by Ginnie Mae, a U.S. government agency, and the government sponsored enterprises Fannie Mae and Freddie Mac.

2Private sponsors of securities collateralized primarily by first-lien mortgage loans on commercial properties or by pools of 1-4 family residential first mortgages. Primarily super senior securities secured by Alt-A or pay-option ARM mortgages.

No credit losses were recognized on available-for-sale securities in the three and six months ended December 31, 2022 and December 30, 2021. No allowance for credit losses for available-for-sale debt securities was recorded at December 31, 2022 and June 30, 2022 based on an analysis of: (1) the credit characteristics of the securities, including the forecasted cash flows, credit ratings, credit enhancement, and any external government backing, and (2) whether the Company is intending to sell or is required to sell any securities before recovering the amortized cost basis of the securities.

The Company’s non-agency MBS available-for-sale portfolio, with a total fair value of $175,123 at December 31, 2022, consists of 17 different issues of super senior securities.

The face amounts of debt securities available-for-sale pledged to secure borrowings at December 31, 2022 and June 30, 2022 were $1.1 million and $1.2 million, respectively.

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Securities with unrealized losses, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position were:


	December 31, 2022
	Available-for-sale securities in loss position for
	Less Than 12 Months				More Than 12 Months				Total
(Dollars in thousands)	Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses
MBS:
U.S. agencies	$	6,786	$	(470)	$	15,832	$	(2,743)	$	22,618	$	(3,213)
Non-agency	126,507		(5,705)		4,399		(463)		130,906		(6,168)
Total MBS	133,293		(6,175)		20,231		(3,206)		153,524		(9,381)
Non-MBS:

Municipal debt	3,327		(265)		—		—		3,327		(265)
Asset-backed securities and structured notes	46,816		(184)		—		—		46,816		(184)
Total Non-MBS	50,143		(449)		—		—		50,143		(449)
Total debt securities	$	183,436	$	(6,624)	$	20,231	$	(3,206)	$	203,667	$	(9,830)

	June 30, 2022
	Available-for-sale securities in loss position for
	Less Than 12 Months				More Than 12 Months				Total
(Dollars in thousands)	Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses
MBS:
U.S. agencies	$	16,446	$	(1,338)	$	8,097	$	(1,068)	$	24,543	$	(2,406)
Non-agency	92,796		(2,204)		4,751		(430)		97,547		(2,634)
Total MBS	109,242		(3,542)		12,848		(1,498)		122,090		(5,040)
Non-MBS:

Municipal debt	3,248		(281)		—		—		3,248		(281)
Asset-backed securities and structured notes	—		—		—		—		—		—
Total Non-MBS	3,248		(281)		—		—		3,248		(281)
Total debt securities	$	112,490	$	(3,823)	$	12,848	$	(1,498)	$	125,338	$	(5,321)

On December 31, 2022, there were nineteen securities in a continuous loss position for a period of more than 12 months, and thirty-five securities in a continuous loss position for a period of less than 12 months. At June 30, 2022, there were fourteen securities in a continuous loss position for a period of more than 12 months, and twenty-five securities in a continuous loss position for a period of less than 12 months.

At December 31, 2022, one non-agency MBS with a total carrying amount of $1.4 million was determined to have cumulative credit losses of $0.8 million of which none was recognized in earnings during the three months ended December 31, 2022.

During the six months ended December 31, 2022 the Company sold no available-for-sale securities.

The components of the Company’s accumulated other comprehensive income (loss) are:


(Dollars in thousands)	December 31, 2022		June 30, 2022
Available-for-sale debt securities—net unrealized gains (losses)	$	(9,079)	$	(3,349)
Available-for-sale debt securities—non-credit related losses	(845)		(845)

Subtotal	(9,924)		(4,194)
Tax benefit (expense)	2,979		1,261
Net unrealized gain (loss) on investment securities in accumulated other comprehensive income (loss)	$	(6,945)	$	(2,933)

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The following table sets forth the expected maturity distribution of our mortgage-backed securities and the contractual maturity distribution of our Non-RMBS securities and the weighted-average yield for each range of maturities:


	At December 31, 2022
	Total Amount				Due Within One Year				Due After One but within Five Years				Due After Five but within Ten Years				Due After Ten Years
(Dollars in thousands)	Amount		Yield1		Amount		Yield1		Amount		Yield1		Amount		Yield1		Amount		Yield1
Available-for-sale
Mortgage-backed securities:
Agency2	$	26,008	1.80	%	$	4,969	1.88	%	$	12,531	1.83	%	$	6,650	1.81	%	$	1,858	1.41	%
Non-Agency3	180,541		5.18	%	867		6.12	%	176,931		5.13	%	1,912		6.56	%	831		11.67	%
Total Mortgage-Backed Securities	$	206,549	4.76	%	$	5,836	2.51	%	$	189,462	4.91	%	$	8,562	2.87	%	$	2,689	4.58	%
Non-RMBS

Municipal	3,592		3.57	%	—		—	%	—		—	%	—		—	%	3,592		3.57	%
Asset-backed securities and structured notes	47,000		9.16	%	41,249		9.16	%	5,751		9.16	%	—		—	%	—		—	%
Total Non-RMBS	$	50,592	8.77	%	$	41,249	9.16	%	$	5,751	9.16	%	$	—	—	%	$	3,592	3.57	%
Available-for-sale—Amortized Cost	$	257,141	5.54	%	$	47,085	8.34	%	$	195,213	5.04	%	$	8,562	2.87	%	$	6,281	4.00	%
Available-for-sale—Fair Value	$	248,062	5.56	%	$	46,358	8.34	%	$	188,044	5.04	%	$	7,674	2.87	%	$	5,986	4.00	%














Total available-for-sale securities	$	248,062	5.56	%	$	46,358	8.34	%	$	188,044	5.04	%	$	7,674	2.87	%	$	5,986	4.00	%

1 Weighted-average yield is based on amortized cost of the securities. Residential mortgage-backed security yields and maturities include impact of expected prepayments and other timing factors such as interest rate forward curve.

2 Includes securities guaranteed by Ginnie Mae, a U.S. government agency, and the government sponsored enterprises Fannie Mae and Freddie Mac.

3 Private sponsors of securities collateralized primarily by pools of 1-4 family residential first mo prime, Alt-A or pay-option ARM mortgages.

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5. LOANS & ALLOWANCE FOR CREDIT LOSSES

The composition of the loan portfolio was:


(Dollars in thousands)	December 31, 2022		June 30, 2022
Single Family - Mortgage & Warehouse	$	3,988,955	$	3,988,462
Multifamily and Commercial Mortgage	3,050,128		2,877,680
Commercial Real Estate	5,762,049		4,781,044
Commercial & Industrial - Non-RE	2,208,945		2,028,128
Auto & Consumer	632,183		567,228
Other	7,234		11,134
Total gross loans and leases	15,649,494		14,253,676
Allowance for credit losses - loans	(157,218)		(148,617)
Unaccreted premiums (discounts) and loan and lease fees	(19,064)		(13,998)
Total net loans and leases	$	15,473,212	$	14,091,061

Activity in the allowance for credit losses by portfolio classes for the periods was:


	For the Three Months Ended December 31, 2022
(Dollars in thousands)	Single Family-Mortgage & Warehouse		Multifamily and Commercial Mortgage		Commercial Real Estate		Commercial & Industrial - Non-RE		Auto & Consumer		Other		Total
Balance at October 1, 2022	$	18,039	$	14,649	$	73,776	$	34,383	$	14,595	$	30	$	155,472

Provision (benefit) for credit losses - loans	1,878		808		(1,608)		1,655		776		(9)		3,500

Charge-offs	(294)		—		—		—		(1,871)		—		(2,165)
Recoveries	8		—		—		—		403		—		411
Balance at December 31, 2022	$	19,631	$	15,457	$	72,168	$	36,038	$	13,903	$	21	$	157,218


	For the Three Months Ended December 31, 2021
(Dollars in thousands)	Single Family-Mortgage & Warehouse		Multifamily and Commercial Mortgage		Commercial Real Estate		Commercial & Industrial - Non-RE		Auto & Consumer		Other		Total
Balance at October 1, 2021	$	25,329	$	13,359	$	65,223	$	22,519	$	10,007	$	341	$	136,778

Provision (benefit) for credit losses - loans	182		269		2,358		170		1,299		(278)		4,000
Charge-offs	—		—		—		—		(640)		—		(640)
Recoveries	69		—		—		27		255		—		351
Balance at December 31, 2021	$	25,580	$	13,628	$	67,581	$	22,716	$	10,921	$	63	$	140,489


	For the Six Months Ended December 31, 2022
(Dollars in thousands)	Single Family-Mortgage & Warehouse		Multifamily and Commercial Mortgage		Commercial Real Estate		Commercial & Industrial - Non-RE		Auto & Consumer		Other		Total
Balance at July 1, 2022	$	19,670	$	14,655	$	69,339	$	30,808	$	14,114	$	31	$	148,617

Provision (benefit) for credit losses - loans	236		802		2,829		5,212		3,181		(10)		12,250

Charge-offs	(298)		—		—		—		(4,233)		—		(4,531)
Recoveries	23		—		—		18		841		—		882
Balance at December 31, 2022	$	19,631	$	15,457	$	72,168	$	36,038	$	13,903	$	21	$	157,218


	For the Six Months Ended December 31, 2021
(Dollars in thousands)	Single Family-Mortgage & Warehouse		Multifamily and Commercial Mortgage		Commercial Real Estate		Commercial & Industrial - Non-RE		Auto & Consumer		Other		Total
Balance at July 1, 2021	$	26,604	$	13,146	$	57,928	$	28,460	$	6,519	$	301	$	132,958

Provision (benefit) for credit losses - loans	(1,169)		305		9,653		(5,476)		4,925		(238)		8,000
Charge-offs	—		—		—		(322)		(1,034)		—		(1,356)
Recoveries	145		177		—		54		511		—		887
Balance at December 31, 2021	$	25,580	$	13,628	$	67,581	$	22,716	$	10,921	$	63	$	140,489

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Credit Quality Disclosures. Nonaccrual loans consisted of the following as of the dates indicated:



(Dollars in thousands)	As of December 31, 2022
Single Family - Mortgage & Warehouse	$	39,043
Multifamily and Commercial Mortgage	35,275
Commercial Real Estate	14,852
Commercial & Industrial - Non-RE	2,989
Auto & Consumer	1,447
Other	1,382
Total nonaccrual loans	$	94,988
Nonaccrual loans to total loans	0.61		%



(Dollars in thousands)	As of June 30, 2022
Single Family - Mortgage & Warehouse	$	66,424
Multifamily and Commercial Mortgage	33,410
Commercial Real Estate	14,852
Commercial & Industrial - Non-RE	2,989
Auto & Consumer	439
Other	80
Total nonaccrual loans	$	118,194
Nonaccrual loans to total loans	0.83		%

No interest income was recognized on nonaccrual loans in the three and six months ended December 31, 2022 and three and six months ended December 31, 2021. There were no nonaccrual loans without an allowance for credit losses as of December 31, 2022 and June 30, 2022.

Approximately 1.39% of our nonaccrual loans at December 31, 2022 were considered troubled debt restructurings (“TDRs”), compared to 1.18% at June 30, 2022. Borrowers that make timely payments after TDRs are considered non-performing for at least six months. Generally, after six months of timely payments, those TDRs are reclassified from the nonaccrual loan category to the performing loan category and any previously deferred interest income is recognized. Approximately 41.10% of the Company’s nonaccrual loans are single family first mortgages as of December 31, 2022.

The outstanding unpaid balance of loans that are either performing or nonaccrual by portfolio class was:


	December 31, 2022
(Dollars in thousands)	Single Family-Mortgage & Warehouse		Multifamily and Commercial Mortgage		Commercial Real Estate		Commercial & Industrial - Non-RE		Auto & Consumer		Other		Total
Performing	$	3,949,912	$	3,014,853	$	5,747,197	$	2,205,956	$	630,736	$	5,852	$	15,554,506
Nonaccrual	39,043		35,275		14,852		2,989		1,447		1,382		94,988
Total	$	3,988,955	$	3,050,128	$	5,762,049	$	2,208,945	$	632,183	$	7,234	$	15,649,494


	June 30, 2022
(Dollars in thousands)	Single Family-Mortgage & Warehouse		Multifamily and Commercial Mortgage		Commercial Real Estate		Commercial & Industrial - Non-RE		Auto & Consumer		Other		Total
Performing	$	3,922,038	$	2,844,270	$	4,766,192	$	2,025,139	$	566,789	$	11,054	$	14,135,482
Nonaccrual	66,424		33,410		14,852		2,989		439		80		118,194
Total	$	3,988,462	$	2,877,680	$	4,781,044	$	2,028,128	$	567,228	$	11,134	$	14,253,676

From time to time the Company modifies loan terms temporarily for borrowers who are experiencing financial stress. These loans are performing and accruing and generally return to the original loan terms after the modification term expires. The Company had no TDRs classified as performing loans at December 31, 2022 or June 30, 2022.

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Credit Quality Indicators

The Company categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt such as: current financial information, historical payment experience, credit documentation, public information and current economic trends. The Company analyzes loans individually by classifying the loans based on credit risk. The Company uses the following definitions for risk ratings.

Pass. Loans classified as pass are well protected by the current net worth and paying capacity of the obligor or by the fair value of any underlying collateral, less cost to acquire and sell in a timely manner.

Special Mention. Loans classified as special mention have a potential weakness that deserves management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or of the institution’s credit position at some future date.

Substandard. Loans classified as substandard are inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any. Loans so classified have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the institution will sustain some loss if the deficiencies are not corrected.

Doubtful. Loans classified as doubtful have all the weaknesses inherent in those classified as substandard, with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions, and values, highly questionable and improbable.

The Company reviews and grades loans following a continuous review process, featuring coverage of all loan types and business lines at least quarterly. Continuous reviewing provides more effective risk monitoring because it immediately tests for potential impacts caused by changes in personnel, policy, products or underwriting standards.

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The amortized cost basis of the Company’s loans by fiscal year of origination and credit quality indicator are:


	December 31, 2022
	Loans Held for Investment Origination Year												Revolving Loans		Total
(Dollars in thousands)	2023		2022		2021		2020		2019		Prior
Single Family-Mortgage & Warehouse
Pass	$	464,448	$	1,386,160	$	555,289	$	363,250	$	264,688	$	718,860	$	143,354	$	3,896,049
Special Mention	—		4,104		956		11,610		14,042		21,554		663		52,929
Substandard	—		549		1,005		3,975		5,335		29,113		—		39,977
Doubtful	—		—		—		—		—		—		—		—
Total	464,448		1,390,813		557,250		378,835		284,065		769,527		144,017		3,988,955
Multifamily and Commercial Mortgage
Pass	357,936		982,288		519,340		395,827		238,903		454,957		—		2,949,251
Special Mention	—		9,704		5,935		1,973		3,259		—		—		20,871
Substandard	—		3,145		5,737		31,458		7,450		32,216		—		80,006
Doubtful	—		—		—		—		—		—		—		—
Total	357,936		995,137		531,012		429,258		249,612		487,173		—		3,050,128
Commercial Real Estate
Pass	901,296		2,669,607		844,296		179,916		118,000		4,000		885,282		5,602,397
Special Mention	—		—		31,573		10,818		950		15,000		—		58,341
Substandard	—		17,950		51,724		—		15,487		14,852		1,298		101,311
Doubtful	—		—		—		—		—		—		—		—
Total	901,296		2,687,557		927,593		190,734		134,437		33,852		886,580		5,762,049
Commercial & Industrial - Non-RE
Pass	149,777		373,451		34,549		17,809		3,879		504		1,609,675		2,189,644
Special Mention	—		8,474		—		—		—		—		—		8,474
Substandard	—		2,989		—		7,838		—		—		—		10,827
Doubtful	—		—		—		—		—		—		—		—
Total	149,777		384,914		34,549		25,647		3,879		504		1,609,675		2,208,945
Auto & Consumer
Pass	162,687		303,542		86,643		32,849		27,563		16,124		—		629,408
Special Mention	27		695		289		43		18		64		—		1,136
Substandard	90		841		307		154		226		21		—		1,639
Doubtful	—		—		—		—		—		—		—		—
Total	162,804		305,078		87,239		33,046		27,807		16,209		—		632,183
Other
Pass	513		2,000		1,669		—		—		1,402		—		5,584
Special Mention	—		—		268		—		—		—		—		268
Substandard	—		—		1,205		—		—		177		—		1,382
Doubtful	—		—		—		—		—		—		—		—
Total	513		2,000		3,142		—		—		1,579		—		7,234
Total
Pass	2,036,657		5,717,048		2,041,786		989,651		653,033		1,195,847		2,638,311		15,272,333
Special Mention	27		22,977		39,021		24,444		18,269		36,618		663		142,019
Substandard	90		25,474		59,978		43,425		28,498		76,379		1,298		235,142
Doubtful	—		—		—		—		—		—		—		—
Total	$2,036,774		$5,765,499		$2,140,785		$1,057,520		$699,800		$1,308,844		$2,640,272		$15,649,494
As a % of total gross loans	13.02%		36.84%		13.68%		6.76%		4.47%		8.36%		16.87%		100.0%

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	June 30, 2022
	Loans Held for Investment Origination Year												Revolving Loans		Total
(Dollars in thousands)	2022		2021		2020		2019		2018		Prior
Single Family-Mortgage & Warehouse
Pass	$	1,484,027	$	600,054	$	402,712	$	303,999	$	279,248	$	548,703	$	241,925	$	3,860,668
Special Mention	—		—		4,790		2,505		4,125		10,971		38,637		61,028
Substandard	—		2,288		3,928		18,407		5,955		36,188		—		66,766
Doubtful	—		—		—		—		—		—		—		—
Total	1,484,027		602,342		411,430		324,911		289,328		595,862		280,562		3,988,462
Multifamily and Commercial Mortgage
Pass	999,819		569,486		429,247		259,161		219,548		316,013		—		2,793,274
Special Mention	1,200		—		534		539		—		968		—		3,241
Substandard	—		5,772		34,343		9,613		7,308		24,129		—		81,165
Doubtful	—		—		—		—		—		—		—		—
Total	1,001,019		575,258		464,124		269,313		226,856		341,110		—		2,877,680
Commercial Real Estate
Pass	2,482,366		990,887		358,422		186,800		28,758		—		602,412		4,649,645
Special Mention	—		32,351		12,138		16,487		15,000		—		—		75,976
Substandard	—		—		12,575		18,043		23,507		—		1,298		55,423
Doubtful	—		—		—		—		—		—		—		—
Total	2,482,366		1,023,238		383,135		221,330		67,265		—		603,710		4,781,044
Commercial & Industrial - Non-RE
Pass	435,228		66,226		25,629		61,932		9,268		—		1,388,435		1,986,718
Special Mention	13		—		—		186		710		—		—		909
Substandard	2,988		28,359		9,154		—		—		—		—		40,501
Doubtful	—		—		—		—		—		—		—		—
Total	438,229		94,585		34,783		62,118		9,978		—		1,388,435		2,028,128
Auto & Consumer
Pass	352,468		107,882		43,377		37,008		16,147		8,891		—		565,773
Special Mention	204		188		24		110		—		1		—		527
Substandard	157		311		224		205		25		6		—		928
Doubtful	—		—		—		—		—		—		—		—
Total	352,829		108,381		43,625		37,323		16,172		8,898		—		567,228
Other
Pass	3,057		6,185		—		—		1,091		721		—		11,054
Special Mention	—		—		—		—		—		—		—		—
Substandard	—		—		46		—		—		34		—		80
Doubtful	—		—		—		—		—		—		—		—
Total	3,057		6,185		46		—		1,091		755		—		11,134
Total
Pass	5,756,965		2,340,720		1,259,387		848,900		554,060		874,328		2,232,772		13,867,132
Special Mention	1,417		32,539		17,486		19,827		19,835		11,940		38,637		141,681
Substandard	3,145		36,730		60,270		46,268		36,795		60,357		1,298		244,863
Doubtful	—		—		—		—		—		—		—		—
Total	$	5,761,527	$	2,409,989	$	1,337,143	$	914,995	$	610,690	$	946,625	$	2,272,707	$	14,253,676
As a % of total gross loans	40.42%		16.91%		9.38%		6.42%		4.28%		6.64%		15.95%		100.0%

The Company considers the performance of the loan portfolio and its impact on the allowance for credit losses and evaluates credit quality based on the aging status of its loans. Certain short-term loans do not have a fixed maturity date and are treated as delinquent if not paid in full 90 days after the origination date.

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The outstanding unpaid balance of loans past due 30 days or more by portfolio class are:


	December 31, 2022
(Dollars in thousands)	30-59 Days Past Due			60-89 Days Past Due			90+ Days Past Due			Total
Single Family-Mortgage & Warehouse	$	20,731		$	9,432		$	37,421		$	67,584
Multifamily and Commercial Mortgage	4,860			8,229			29,548			42,637
Commercial Real Estate	—			—			14,852			14,852

Auto & Consumer	5,353			1,278			821			7,452
Other	2,000			1,017			177			3,194
Total	$	32,944		$	19,956		$	82,819		$	135,719
As a % of total gross loans	0.21		%	0.13		%	0.53		%	0.87		%


	June 30, 2022
(Dollars in thousands)	30-59 Days Past Due			60-89 Days Past Due			90+ Days Past Due			Total
Single Family-Mortgage & Warehouse	$	5,167		$	1,518		$	63,286		$	69,971
Multifamily and Commercial Mortgage	9,455			2,115			26,556			38,126
Commercial Real Estate	—			14,852			—			14,852

Auto & Consumer	4,865			1,009			466			6,340
Other	413			—			193			606
Total	$	19,900		$	19,494		$	90,501		$	129,895
As a % of total gross loans	0.14		%	0.14		%	0.63		%	0.91		%

Loans reaching 90+ days past due are placed on non-accrual as required under Company policy. No loans 90+ days past due were still accruing interest as of December 31, 2022 and June 30, 2022.

Loans in process of foreclosure were $23.6 million and $20.7 million as of December 31, 2022 and June 30, 2022, respectively.

Unfunded Loan Commitment Reserves

Unfunded loan commitment reserves are included in “Accounts payable and other liabilities” in the unaudited Condensed Consolidated Balance Sheets. Provisions for the unfunded loan commitments are included in the unaudited Condensed Consolidated Statements of Income in “General and administrative expenses”.

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


	Three Months Ended December 31,
(Dollars in thousands)	2022		2021
BALANCE—beginning October 1	$	10,973	$	7,723
Provision (benefit)	(499)		1,000
BALANCE—end December 31	$	10,474	$	8,723


	Six Months Ended December 31,
(Dollars in thousands)	2022		2021
BALANCE—beginning July 1	$	10,973	$	5,723
Provision (benefit)	(499)		3,000
BALANCE—end December 31	$	10,474	$	8,723

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6. EQUITY AND STOCK-BASED COMPENSATION

The Company has an equity incentive plan, the Amended and Restated 2014 Stock Incentive Plan (the “2014 Plan”), which provides for the granting of non-qualified and incentive stock options, restricted stock and restricted stock units, stock appreciation rights and other awards to employees, directors and consultants. The Plan is designed to encourage selected employees and directors to improve operations and increase profits, and to accept or continue employment or association with the Company through participation in the growth in the value of the Company’s common stock. The Company also has an employment agreement with its Chief Executive Officer that authorizes an award of restricted stock units (the “RSU award”). For additional information regarding the Company’s stock-based compensation plans, see Note 16—“Stock-based Compensation” contained in the 2022 Form 10-K.

At December 31, 2022, 1,650,944 shares of common stock remained available for issuance pursuant to grant awards under the 2014 Plan and unrecognized compensation expense related to non-vested awards aggregated to $42.4 million and is expected to be recognized in future periods as follows:


(Dollars in thousands)	Stock Award Compensation Expense
For the fiscal year remainder:
Remainder of fiscal year 2023	$	11,973
2024	18,856
2025	9,293
2026	1,926
2027	400

Total	$	42,448

The following table presents the status and changes in restricted stock units for the periods indicated:


	Restricted Stock Units	Weighted-Average Grant-Date Fair Value




Non-vested balance at June 30, 2022	1,350,763	$	41.16
Granted	407,632	39.03
Vested	(293,869)	31.89
Forfeited	(39,444)	40.88
Non-vested balance at December 31, 2022	1,425,082	$	42.47

The total fair value of shares vested for the three and six months ended December 31, 2022 was $0.1 million and $12.1 million, respectively. The total fair value of shares vested for the three and six months ended December 31, 2021 was $0.3 million and $14.8 million, respectively. The weighted-average remaining time period until vesting for restricted stock units as of December 31, 2022 was 1.2 years.

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7. EARNINGS PER COMMON SHARE

The following table presents the calculation of basic and diluted EPS:


	Three Months Ended				Six Months Ended
	December 31,				December 31,
(Dollars in thousands, except per share data)	2022		2021		2022		2021
Earnings Per Common Share



Net income	$	81,552	$	60,787	$	139,959	$	120,997
Average common shares issued and outstanding	59,999,573		59,496,489		59,927,078		59,443,667


Earnings per common share	$	1.36	$	1.02	$	2.34	$	2.04
Diluted Earnings Per Common Share
Net income	$	81,552	$	60,787	$	139,959	$	120,997
Average common shares issued and outstanding	59,999,573		59,496,489		59,927,078		59,443,667
Dilutive effect of average unvested RSUs	515,062		1,259,492		613,275		1,305,716
Total dilutive common shares outstanding	60,514,635		60,755,981		60,540,353		60,749,383
Diluted earnings per common share	$	1.35	$	1.00	$	2.31	$	1.99

8. COMMITMENTS AND CONTINGENCIES

Operating Leases. The Company leases office space under operating lease agreements scheduled to expire at various dates. The following table represents maturities of lease liabilities as of December 31, 2022 in the corresponding fiscal years:



(Dollars in thousands)
Remainder of fiscal year 2023	$	5,450
2024	10,976
2025	11,143
2026	10,811
2027	10,870
Thereafter	29,177
Total lease payments	78,427
Less: amount representing interest	(7,569)
Total Lease Liability	$	70,858

Credit-Related Financial Instruments. The Company is a party to credit-related financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments are commitments to extend credit. Such commitments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the unaudited condensed consolidated balance sheets.

The Company’s exposure to credit loss is represented by the contractual amount of these commitments. The Company follows the same credit policies in making commitments as it does for on-balance-sheet instruments.

At December 31, 2022, the Company had commitments to originate $93.3 million in fixed rate loans and $2,956.4 million in variable rate loans, totaling an aggregate principal balance of $3,049.6 million. At December 31, 2022, the Company’s fixed rate commitments to originate had a weighted-average rate of 9.45%. At December 31, 2022, the Company also had commitments to sell $4.6 million in fixed rate loans and no variable rate loans, totaling an aggregate principal balance of $4.6 million.

Commitments to extend credit are agreements to lend to a customer so long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. The commitments for equity lines of credit may expire without being drawn upon. Therefore, the total commitment amounts do not necessarily represent future cash requirements. The amount of collateral obtained, if it is deemed necessary by the Company, is based on management’s credit evaluation of the customer.

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In the normal course of business, Axos Clearing’s customer activities involve the execution, settlement, and financing of various customer securities transactions. These activities may expose Axos Clearing to off-balance-sheet risk in the event the customer or other broker is unable to fulfill its contracted obligations and Axos Clearing has to purchase or sell the financial instrument underlying the contract at a loss. Axos Clearing’s clearing agreements with broker-dealers for which it provides clearing services requires them to indemnify Axos Clearing if customers fail to satisfy their contractual obligation.

Litigation. On October 15, 2015, the Company, its Chief Executive Officer and its Chief Financial Officer were named defendants in a putative class action lawsuit, Golden v. BofI Holding, Inc., et al, and brought in United States District Court for the Southern District of California (the “Golden Case”). On November 3, 2015, the Company, its Chief Executive Officer and its Chief Financial Officer were named defendants in a second putative class action lawsuit, Hazan v. BofI Holding, Inc., et al, and also brought in the United States District Court for the Southern District of California (the “Hazan Case”). On February 1, 2016, the Golden Case and the Hazan Case were consolidated as In re BofI Holding, Inc. Securities Litigation, Case #: 3:15-cv-02324-GPC-KSC (the “HMEPS Class Action”), and the Houston Municipal Employees Pension System was appointed lead plaintiff. The plaintiffs allege that the Company and other named defendants violated Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, and Rule 10b-5 promulgated thereunder, by failing to disclose wrongful conduct that was alleged in a complaint filed in connection with a wrongful termination of employment lawsuit filed on October 13, 2015 (the “Employment Matter”) and that as a result the Company’s statements regarding its internal controls, as well as portions of its financial statements, were false and misleading. On April 13, 2022, the parties executed a Stipulation and Agreement of Settlement. The Stipulation and Agreement of Settlement was submitted to the District Court for approval on April 15, 2022. On June 8, 2022, the court granted preliminary approval of the settlement and scheduled a hearing with respect to final approval of the settlement for October 7, 2022. On October 14, 2022, the District Court entered an order granting final approval of such settlement. The settlement was reached because the parties were able to negotiate terms within available insurance coverage and reach a stipulation that specifically provides that (i) all amounts due in connection with the settlement be paid exclusively by the insurers and that defendants have no direct liability in connection therewith, (ii) no wrongdoing be attributed to Axos, its management or its directors, (iii) the settlement is not to be construed as conceding or evidencing the truth or validity of any claim or allegation made by plaintiffs, and (iv) the defendants shall be deemed to have agreed, or otherwise be required, to modify, amend or restate any business practices, policies, procedures, regulatory filings or financial records, as a result thereof.

In addition to the HMEPS Class Action, two separate shareholder derivative actions were filed in December, 2015, purportedly on behalf of the Company. The first derivative action, Calcaterra v. Garrabrants, et al, was filed in the United States District Court for the Southern District of California on December 3, 2015. The second derivative action, Dow v. Micheletti, et al, was filed in the San Diego County Superior Court on December 16, 2015. A third derivative action, DeYoung v. Garrabrants, et al, was filed in the United States District Court for the Southern District of California on January 22, 2016, a fourth derivative action, Yong v. Garrabrants, et al, was filed in the United States District Court for the Southern District of California on January 29, 2016, a fifth derivative action, Laborers Pension Trust Fund of Northern Nevada v. Allrich et al, was filed in the United States District Court for the Southern District of California on February 2, 2016, and a sixth derivative action, Garner v. Garrabrants, et al, was filed in the San Diego County Superior Court on August 10, 2017. Each of these six derivative actions names the Company as a nominal defendant, and certain of its officers and directors as defendants. Each complaint sets forth allegations of breaches of fiduciary duties, gross mismanagement, abuse of control, and unjust enrichment against the defendant officers and directors. The plaintiffs in these derivative actions seek damages in unspecified amounts on the Company’s behalf from the officer and director defendants, certain corporate governance actions, and an award of their costs and attorney’s fees.

The United States District Court for the Southern District of California ordered the six above-referenced derivative actions pending before it to be consolidated and appointed lead counsel in the consolidated action. The matter has been stayed until pending post-trial motions in the Employment Matter are resolved.The two derivative actions pending before the San Diego County Superior Court have been consolidated and have been stayed by agreement of the parties.

On October 26, 2022, a jury verdict was reached in the case of MUFG Union Bank, N.A. v. Axos Bank, et al, awarding damages to Union Bank. Such verdict has yet to be reduced to judgment. On November 28, 2022, the Company filed a post-trial motion requesting, among other relief, that the court set aside the verdict and direct a verdict for defendants. The Company continues to believe that the evidence supports the defendants’ understanding of the facts and that meritorious defenses exist to substantially all claims made by Union Bank. In addition, the Company believes that there exist substantial grounds for post-verdict relief and appeal. The Company recorded a $16 million accrued expense in accounts payable and other liabilities on the condensed consolidated balance sheets and in general and administrative expense on the condensed consolidated statements of income as of and for the six months ended December 31, 2022, respectively.

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9. SEGMENT REPORTING AND REVENUE INFORMATION

Segment Reporting. The operating segments reported below are the segments of the Company for which separate financial information is available and for which segment results are evaluated regularly by the Chief Executive Officer in deciding how to allocate resources and in assessing performance. The operating segments and segment results of the Company are determined based upon the management reporting system, which assigns balance sheet and income statement items to each of the business segments and by which segment results are evaluated by the Chief Executive Officer in deciding how to allocate resources and in assessing performance.

The Company evaluates performance and allocates resources based on pre-tax profit or loss from operations. Certain corporate administration costs and income taxes have not been allocated to the reportable segments. The Company operates through two operating segments: Banking Business and Securities Business. Inter-segment transactions are eliminated in consolidation and primarily include non-interest income earned by the Securities Business segment and non-interest expense incurred by the Banking Business segment for cash sorting fees related to deposits sourced from Securities Business segment customers, as well as interest expense paid by the Banking Business segment to each of the wholly-owned subsidiaries of the Company and to the Company itself for their operating cash held on deposit with the Business Banking segment.

In order to reconcile the two segments to the unaudited condensed consolidated totals, the Company includes parent-only activities and intercompany eliminations. The following tables present the operating results, goodwill, and assets of the segments:



	For the Three Months Ended December 31, 2022
(Dollars in thousands)	Banking Business		Securities Business		Corporate/Eliminations		Axos Consolidated
Net interest income	$	198,545	$	4,876	$	(3,511)	$	199,910
Provision for credit losses	3,500		—		—		3,500
Non-interest income	10,557		36,004		(18,232)		28,329
Non-interest expense	96,284		25,271		(14,027)		107,528
Income before taxes	$	109,318	$	15,609	$	(7,716)	$	117,211



	For the Three Months Ended December 31, 2021
(Dollars in thousands)	Banking Business		Securities Business		Corporate/Eliminations		Axos Consolidated
Net interest income	$	142,259	$	4,506	$	(1,197)	$	145,568
Provision for credit losses	4,000		—		—		4,000
Non-interest income	16,295		16,454		(1,962)		30,787
Non-interest expense	62,449		21,654		1,916		86,019
Income before taxes	$	92,105	$	(694)	$	(5,075)	$	86,336



	For the Six Months Ended December 31, 2022
(Dollars in thousands)	Banking Business		Securities Business		Corporate/Eliminations		Axos Consolidated
Net interest income	$	378,275	$	9,151	$	(7,041)	$	380,385
Provision for credit losses	12,250		—		—		12,250
Non-interest income	21,269		65,169		(30,901)		55,537
Non-interest expense	197,080		49,786		(23,251)		223,615
Income before taxes	$	190,214	$	24,534	$	(14,691)	$	200,057

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	For the Six Months Ended December 31, 2021
(Dollars in thousands)	Banking Business		Securities Business		Corporate/Eliminations		Axos Consolidated
Net interest income	$	284,500	$	10,682	$	(2,972)	$	292,210
Provision for credit losses	8,000		—		—		8,000
Non-interest income	31,123		29,560		(3,194)		57,489
Non-interest expense	125,174		40,927		4,349		170,450
Income before taxes	$	182,449	$	(685)	$	(10,515)	$	171,249



	As of December 31, 2022
(Dollars in thousands)	Banking Business		Securities Business		Corporate/Eliminations		Axos Consolidated
Goodwill	$	35,721	$	61,952	$	—	$	97,673
Total Assets	$	17,893,083	$	805,243	$	42,709	$	18,741,035



	As of June 30, 2022
(Dollars in thousands)	Banking Business		Securities Business		Corporate/Eliminations		Axos Consolidated
Goodwill	$	35,721	$	59,953	$	—	$	95,674
Total Assets	$	16,002,714	$	1,328,558	$	69,893	$	17,401,165

Revenue Information. The following presents non-interest income, segregated by revenue streams in-scope and out-of-scope of Topic 606 for the periods indicated. For further information of the Company’s recognition of revenue and Topic 606 see Note 1—“Organizations and Summary of Significant Accounting Policies” contained in the 2022 Form 10-K.


	For the Three Months Ended				For the Six Months Ended
	December 31,				December 31,
(Dollars in thousands)	2022		2021		2022		2021
Advisory fee income	$	6,983	$	8,035	$	13,942	$	13,339
Broker-dealer clearing fees	4,425		5,343		9,658		11,013
Deposit service fees	2,202		2,406		3,308		3,032
Card fees	2,144		957		2,933		1,964
Bankruptcy trustee and fiduciary service fees	2,167		1,068		2,940		1,848
Non-interest income (in-scope Topic 606)	17,921		17,809		32,781		31,196
Non-interest income (out-of-scope Topic 606)	10,408		12,978		22,756		26,293
Total non-interest income	$	28,329	$	30,787	$	55,537	$	57,489

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ITEM 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion provides information about the results of operations, financial condition, liquidity, off balance sheet items and capital resources of Axos Financial, Inc. and subsidiaries (collectively, “we”, “us” or the “Company”). This information is intended to facilitate the understanding and assessment of significant changes and trends related to our financial condition and the results of our operations. This discussion and analysis should be read in conjunction with our financial information in our 2022 Form 10-K, and the interim unaudited condensed consolidated financial statements and notes thereto contained in this report.

Some matters discussed in this report may constitute forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and as such, may involve risks and uncertainties. These forward-looking statements can be identified by the use of terminology such as “estimate,” “project,” “anticipate,” “expect,” “intend,” “believe,” “will,” or the negative thereof or other variations thereon or comparable terminology, or by discussions of strategy that involve risks and uncertainties. These forward-looking statements relate to, among other things, the Company’s financial prospects and other projections of our performance and asset quality, our ability to continue to grow profitably and increase our business, our ability to continue to diversify lending and deposit franchises, and the anticipated timing and financial performance of other offerings, initiatives, and acquisitions, expectations of the environment in which we operate and projections of future performance, including any future impacts of the coronavirus pandemic (“COVID-19”). Forward-looking statements are inherently unreliable and actual results may vary. Factors that could cause actual results to differ from these forward-looking statements include our ability to successfully integrate acquisitions and realize the anticipated benefits of the transactions, changes in the interest rate environment, inflation, government regulation, general economic conditions, including uncertainties surrounding the severity, duration, and effects of the COVID-19 pandemic, changes in the competitive marketplace, conditions in the real estate markets in which we operate, risks associated with credit quality, the outcome and effects of litigation and other risk factors discussed under the heading “Item 1A. Risk Factors” herein and in our 2022 Form 10-K, which has been filed with the SEC. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. All written and oral forward-looking statements made in connection with this report, which are attributable to us or persons acting on our behalf are expressly qualified in their entirety by the foregoing information.

General

Our Company is a diversified financial services company with approximately $18.7 billion in assets. Axos Bank (the “Bank”) provides consumer and business banking products through its online, low-cost distribution channels and affinity partners. Our Bank has deposit and loan customers nationwide including consumer and business checking, savings and time deposit accounts and financing for single family and multifamily residential properties, small-to-medium size businesses in target sectors, and automobiles. Our Bank generates fee income from consumer and business products including fees from loans originated for sale, deposit account service fees as well as technology and payment transaction processing fees. Our securities products and services are offered through Axos Clearing LLC (“Axos Clearing”) and its business division Axos Advisor Services (“AAS”) and Axos Invest, Inc. (“Axos Invest”), which generate interest and fee income by providing comprehensive securities clearing and custody services to introducing broker-dealers and registered investment advisor correspondents and digital investment advisory services to retail investors, respectively. Axos Invest LLC is an introducing broker-dealer which supports direct trading and Axos Invest, Inc. Axos Financial, Inc.’s common stock is listed on the New York Stock Exchange and is a component of the Russell 2000® Index, the KBW Nasdaq Financial Technology Index, the S&P SmallCap 600® Index, the KBW Nasdaq Financial Technology Index, and the Travillian Tech-Forward Bank Index.

Axos Financial, Inc. is supervised and regulated as a savings and loan holding company by the Board of Governors of the Federal Reserve System (the “Federal Reserve”) and is required to file reports with, comply with the rules and regulations of, and is subject to, examination by the Federal Reserve.

Our Bank is a federal savings bank wholly-owned by our Company and regulated by the Office of the Comptroller of the Currency (“OCC”), and the Federal Deposit Insurance Corporation (“FDIC”) as its deposit insurer. The Bank must file reports with the OCC and the FDIC concerning its activities and financial condition. As a depository institution with more than $10 billion in assets, our Bank and our affiliates are subject to direct supervision by the Consumer Financial Protection Bureau.

Axos Clearing is a broker-dealer registered with the SEC and the Financial Industry Regulatory Authority, Inc. (“FINRA”). Axos Invest is a Registered Investment Advisor under the Investment Advisers Act of 1940, that is registered with the SEC, and Axos Invest LLC is an introducing broker-dealer that is registered with the SEC and FINRA.

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Segment Information

The Company determines reportable segments based on what separate financial information is available and what segment results are evaluated regularly by the Chief Executive Officer in deciding how to allocate resources and in assessing performance. We operate through two segments: the Banking Business segment and the Securities Business segment.

Banking Business. The Banking Business segment includes a broad range of banking services including online banking, concierge banking, and mortgage, vehicle and unsecured lending through online and telephonic distribution channels to serve the needs of consumers and small businesses nationally. Our deposit products consist of demand, savings, money market and time deposit accounts. In addition, the Banking Business segment focuses on providing deposit products nationwide to industry verticals (e.g., Title and Escrow), cash management products to a variety of businesses, and commercial & industrial and commercial real estate lending to clients. The Banking Business segment includes a bankruptcy trustee and fiduciary service that provides specialized software and consulting services to Chapter 7 bankruptcy and non-Chapter 7 trustees and fiduciaries.

Securities Business. The Securities Business segment includes the clearing broker-dealer, registered investment advisor custody business, registered investment advisor, and introducing broker-dealer lines of businesses. These lines of business offer products independently to their own customers as well as to Banking Business segment clients.

Critical Accounting Estimates

The following discussion and analysis of our financial condition and results of operations is based upon our unaudited condensed consolidated financial statements and the notes thereto, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these unaudited condensed consolidated financial statements requires us to make a number of estimates and assumptions that affect the reported amounts and disclosures in the unaudited condensed consolidated financial statements. On an ongoing basis, we evaluate our estimates and assumptions based upon historical experience and various factors and circumstances. We believe our estimates and assumptions are reasonable under the circumstances. However, actual results may differ significantly from these estimates and assumptions and could have a material effect on the carrying value of assets and liabilities, our results of operations and/or our cash flows.

Critical accounting estimates are those we consider most important to the portrayal of our financial condition and results of operations because they require our most difficult judgments, often as a result of the need to make estimates that are inherently uncertain. Our critical accounting estimates are described in detail in Note 1 - “Organizations and Summary of Significant Accounting Policies” and under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Policies and Estimates” contained in the 2022 Form 10-K.

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USE OF NON-GAAP FINANCIAL MEASURES

In addition to the results presented in accordance with GAAP, this report includes the non-GAAP financial measures adjusted earnings, adjusted earnings per common share, and tangible book value per common share. Non-GAAP financial measures have inherent limitations, may not be comparable to similarly titled measures used by other companies and are not audited. Readers should be aware of these limitations and should be cautious as to their reliance on such measures. As noted below with respect to each measure, we believe the non-GAAP financial measures disclosed in this report enhance investors’ understanding of our business and performance, and our management uses these non-GAAP measures when it internally evaluates the performance of our business and makes operating decisions. However, these non-GAAP measures should not be considered in isolation, or as a substitute for GAAP basis financial measures.

We define “adjusted earnings”, a non-GAAP financial measure, as net income without the after-tax impact of non-recurring acquisition-related costs (including amortization of intangible assets related to acquisitions) and other costs (unusual or non-recurring charges). Adjusted earnings per diluted common share (“adjusted EPS”), a non-GAAP financial measure, is calculated by dividing non-GAAP adjusted earnings by the average number of diluted common shares outstanding during the period. We believe the non-GAAP measures of adjusted earnings and adjusted EPS provide useful information about the Company’s operating performance. We believe excluding the non-recurring acquisition-related costs, and other costs provides investors with an alternative understanding of our core 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:


	Three Months Ended				Six Months Ended
	December 31,				December 31,
(Dollars in thousands, except per share amounts)	2022		2021		2022		2021
Net income	$	81,552	$	60,787	$	139,959	$	120,997
Acquisition-related costs	2,590		3,026		5,324		5,872

Other costs	—		—		16,000		—
Tax effects of adjustments	(788)		(896)		(6,406)		(1,723)
Adjusted earnings (Non-GAAP)	$	83,354	$	62,917	$	154,877	$	125,146

Adjusted EPS (Non-GAAP)	$	1.38	$	1.04	$	2.56	$	2.06

We define “tangible book value”, a non-GAAP financial measure, as book value adjusted for goodwill and other intangible assets. Tangible book value is calculated using common stockholders’ equity minus mortgage servicing rights, goodwill and other intangible assets. Tangible book value per common share, a non-GAAP financial measure, is calculated by dividing tangible book value by the common shares outstanding at the end of the period. We believe tangible book value per common share is useful in evaluating the Company’s capital strength, financial condition, and ability to manage potential losses.

Below is a reconciliation of total stockholders’ equity, the nearest compatible GAAP measure, to tangible book value (Non-GAAP) as of the dates indicated:


	December 31,
(Dollars in thousands)		2022		2021


Common stockholders’ equity		$	1,787,559	$	1,523,157
Less: mortgage servicing rights, carried at fair value		25,526		20,110
Less: goodwill and other intangible assets		157,585		161,954
Tangible common stockholders’ equity (Non-GAAP)		$	1,604,448	$	1,341,093
Common shares outstanding at end of period		60,000,079		59,498,575
Tangible book value per common share (Non-GAAP)		$	26.74	$	22.54

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SELECTED FINANCIAL DATA

The following tables set forth certain selected financial data concerning the periods indicated:

AXOS FINANCIAL, INC. AND SUBSIDIARIES

SELECTED CONSOLIDATED FINANCIAL INFORMATION


(Dollars in thousands)	December 31, 2022			June 30, 2022			December 31, 2021
Selected Balance Sheet Data:
Total assets	$	18,741,035		$	17,401,165		$	15,547,947
Loans—net of allowance for credit losses	15,473,212			14,091,061			12,607,179
Loans held for sale, carried at fair value	4,292			4,973			27,428
Loans held for sale, lower of cost or fair value	455			10,938			11,446
Allowance for credit losses - loans	157,218			148,617			140,489
Securities—trading	372			1,758			1,223
Securities—available-for-sale	248,062			262,518			139,581

Securities borrowed	58,846			338,980			534,243
Customer, broker-dealer and clearing receivables	272,579			417,417			429,634
Total deposits	15,690,494			13,946,422			12,269,172

Advances from the FHLB	100,000			117,500			157,500
Borrowings, subordinated debentures and other borrowings	334,077			445,244			260,435
Securities loaned	156,008			474,400			578,762
Customer, broker-dealer and clearing payables	420,947			511,654			528,796
Total stockholders’ equity	1,787,559			1,642,973			1,523,157

Capital Ratios:
Equity to assets at end of period	9.54		%	9.44		%	9.80		%
Axos Financial, Inc.:
Tier 1 leverage (to adjusted average assets)	9.06		%	9.25		%	9.42		%
Common equity tier 1 capital (to risk-weighted assets)	10.55		%	9.86		%	10.08		%
Tier 1 capital (to risk-weighted assets)	10.55		%	9.86		%	10.08		%
Total capital (to risk-weighted assets)	13.49		%	12.73		%	12.16		%
Axos Bank:
Tier 1 leverage (to adjusted average assets)	10.05		%	10.65		%	10.13		%
Common equity tier 1 capital (to risk-weighted assets)	11.28		%	11.24		%	10.91		%
Tier 1 capital (to risk-weighted assets)	11.28		%	11.24		%	10.91		%
Total capital (to risk-weighted assets)	12.13		%	12.01		%	11.73		%
Axos Clearing LLC:
Net capital	$	60,334		$	38,915		$	39,453
Excess capital	$	55,977		$	32,665		$	32,171
Net capital as a percentage of aggregate debit items	27.69		%	12.45		%	10.84		%
Net capital in excess of 5% aggregate debit items	$	49,441		$	23,290		$	21,249

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AXOS FINANCIAL, INC. AND SUBSIDIARIES

SELECTED CONSOLIDATED FINANCIAL INFORMATION


	At or for the Three Months Ended						At or for the Six Months Ended
	December 31,						December 31,
(Dollars in thousands, except per share data)	2022			2021			2022			2021
Selected Income Statement Data:
Interest and dividend income	$	279,588		$	157,076		$	503,374		$	315,386
Interest expense	79,678			11,508			122,989			23,176
Net interest income	199,910			145,568			380,385			292,210
Provision for credit losses	3,500			4,000			12,250			8,000
Net interest income after provision for credit losses	196,410			141,568			368,135			284,210
Non-interest income	28,329			30,787			55,537			57,489
Non-interest expense	107,528			86,019			223,615			170,450
Income before income tax expense	117,211			86,336			200,057			171,249
Income tax expense	35,659			25,549			60,098			50,252
Net income	$	81,552		$	60,787		$	139,959		$	120,997


Per Common Share Data:
Net income:
Basic	$	1.36		$	1.02		$	2.34		$	2.04
Diluted	$	1.35		$	1.00		$	2.31		$	1.99
Adjusted earnings per common share (Non-GAAP)1	$	1.38		$	1.04		$	2.56		$	2.06
Book value per common share	$	29.79		$	25.60		$	29.79		$	25.60
Tangible book value per common share (Non-GAAP)1	$	26.74		$	22.54		$	26.74		$	22.54

Weighted average number of common shares outstanding:
Basic	59,999,573			59,496,489			59,927,078			59,443,667
Diluted	60,514,635			60,755,981			60,540,353			60,749,383
Common shares outstanding at end of period	60,000,079			59,498,575			60,000,079			59,498,575
Common shares issued at end of period	69,153,591			68,376,837			69,153,591			68,376,837

Performance Ratios and Other Data:
Loan originations for investment	$	2,013,576		$	2,525,871		$	4,499,800		$	4,618,150
Loan originations for sale	$	43,227		$	193,320		$	113,300		$	403,287

Return on average assets	1.77		%	1.63		%	1.55		%	1.65		%
Return on average common stockholders’ equity	18.71		%	16.29		%	16.35		%	16.51		%
Interest rate spread2	3.64		%	3.90		%	3.63		%	3.97		%
Net interest margin3	4.49		%	4.10		%	4.38		%	4.16		%
Net interest margin3 – Banking Business Segment	4.65		%	4.30		%	4.58		%	4.39		%
Efficiency ratio4	47.11		%	48.78		%	51.30		%	48.74		%
Efficiency ratio4 – Banking Business Segment	46.05		%	39.39		%	49.33		%	39.66		%

Asset Quality Ratios:
Net annualized charge-offs to average loans	0.05		%	0.01		%	0.05		%	0.01		%
Non-performing loans and leases to total loans	0.61		%	1.14		%	0.61		%	1.14		%
Non-performing assets to total assets	0.54		%	0.94		%	0.54		%	0.94		%
Allowance for credit losses - loans to total loans held for investment	1.00		%	1.10		%	1.00		%	1.10		%
Allowance for credit losses - loans to non-performing loans	165.51		%	96.27		%	165.51		%	96.27		%

1 See “Use of Non-GAAP Financial Measures.”

2 Interest rate spread represents the difference between the annualized weighted average yield on interest-earning assets and the annualized weighted average

rate paid on interest-bearing liabilities.

3 Net interest margin represents annualized net interest income as a percentage of average interest-earning assets.

4 Efficiency ratio represents non-interest expense as a percentage of the aggregate of net interest income and non-interest income.

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RESULTS OF OPERATIONS

Comparison of the Three and Six Months Ended December 31, 2022 and 2021

For the three months ended December 31, 2022, we had net income of $81.6 million, or $1.35 per diluted share, compared to net income of $60.8 million, or $1.00 per diluted share, for the three months ended December 31, 2021. For the six months ended December 31, 2022, we had net income of $140.0 million, or $2.31 per diluted share, compared to net income of $121.0 million, or $1.99 per diluted share for the six months ended December 31, 2021.

Net Interest Income

Net interest income for the three and six months ended December 31, 2022 totaled $199.9 million and $380.4 million, an increase of 37.3% and 30.2%, compared to net interest income of $145.6 million and $292.2 million for the three and six months ended December 31, 2021, respectively. The increase for the three and six months was primarily due to higher average balances and rates earned in the loan portfolio, partially offset by higher rates paid on deposits.

Total interest and dividend income during the three and six months ended December 31, 2022 increased 78.0% to $279.6 million and 59.6% to $503.4 million, compared to $157.1 million and $315.4 million during the three and six months ended December 31, 2021, respectively. The increase in interest and dividend income for the three and six months ended December 31, 2022 was primarily attributable to higher average balances and rates earned in the loan portfolio and higher rates on deposits placed with other financial institutions.

Total interest expense was $79.7 million for the three months ended December 31, 2022, an increase of $68.2 million or 592.4% as compared with the three months ended December 31, 2021. Total interest expense was $123.0 million for the six months ended December 31, 2022, an increase of $99.8 million or 430.7% as compared with the six months ended December 31, 2021. The increase for the three and six months ended December 31, 2022 was primarily attributable to higher rates paid on deposits, as deposit rates continue to increase across the industry. Also contributing to the increase was higher interest expense on advances from the Federal Home Loan Bank (“FHLB”) and other borrowings, which for the three months ended December 31, 2022 was primarily attributable to higher balances of other borrowings and higher rates paid on both FHLB advances and other borrowings, and for the six months ended December 31, 2022, the increase was attributable to higher average balances and higher rates on both FHLB advances and other borrowings.

Net interest margin, defined as annualized net interest income divided by average earning assets, increased 39 basis points to 4.49% for the three months ended December 31, 2022 from 4.10% for the three months ended December 31, 2021, and increased 22 basis points to 4.38% for the six months ended December 31, 2022 from 4.16% for the six months ended December 31, 2021. During the three and six months ended December 31, 2022, the primary contributor to the 39 and 22 basis point increases, respectively, was the increase in interest-earning balances and rates, primarily loans, outpacing the increased cost of our deposits and other funding liabilities.

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Average Balances, Net Interest Income, Yields Earned and Rates Paid

The following tables present information regarding (i) average balances; (ii) the total amount of interest income from interest-earning assets and the weighted average yields on such assets; (iii) the total amount of interest expense on interest-bearing liabilities and the weighted average rates paid on such liabilities; (iv) net interest income; (v) interest rate spread; and (vi) net interest margin:


	For the Three Months Ended
	December 31,
	2022						2021
(Dollars in thousands)	Average Balance1		Interest Income/ Expense		Average Yields Earned/Rates Paid2		Average Balance1		Interest Income/ Expense		Average Yields Earned/Rates Paid2
Assets:
Loans3, 4	$	15,452,232	$	255,661	6.62	%	$	12,116,565	$	149,469	4.93	%
Interest-earning deposits in other financial institutions	1,664,408		15,614		3.75	%	1,247,675		642		0.21	%
Mortgage-backed and other investment securities4	257,133		3,578		5.57	%	139,711		1,338		3.83	%
Securities borrowed and margin lending5	409,543		4,321		4.22	%	686,920		5,366		3.12	%
Stock of the regulatory agencies	18,685		414		8.86	%	20,519		261		5.11	%
Total interest-earning assets	17,802,001		279,588		6.28	%	14,211,390		157,076		4.42	%
Non-interest-earning assets	678,531						676,030
Total assets	$	18,480,532					$	14,887,420
Liabilities and Stockholders’ Equity:
Interest-bearing demand and savings	$	9,951,529	$	65,028	2.61	%	$	6,587,348	$	4,299	0.26	%
Time deposits	1,146,877		6,320		2.20	%	1,333,848		3,506		1.05	%
Securities loaned	289,782		1,067		1.47	%	439,035		218		0.20	%

Advances from the FHLB	290,918		2,504		3.44	%	272,033		973		1.43	%
Borrowings, subordinated notes and debentures	375,331		4,759		5.07	%	262,781		2,512		3.82	%
Total interest-bearing liabilities	12,054,437		79,678		2.64	%	8,895,045		11,508		0.52	%
Non-interest-bearing demand deposits	3,941,751						3,734,029
Other non-interest-bearing liabilities	741,066						765,946
Stockholders’ equity	1,743,278						1,492,400
Total liabilities and stockholders’ equity	$	18,480,532					$	14,887,420
Net interest income			$	199,910					$	145,568
Interest rate spread6					3.64	%					3.90	%
Net interest margin7					4.49	%					4.10	%

1Average balances are obtained from daily data.

2Annualized.

3Loans include loans held for sale, loan premiums and unearned fees.

4Interest income includes reductions for amortization of loan and investment securities premiums and earnings from accretion of discounts and loan fees.

5Margin lending is the significant component of the asset titled customer, broker-dealer and clearing receivables on the unaudited condensed consolidated balance sheets.

6Interest rate spread represents the difference between the weighted average yield on interest-earning assets and the weighted average rate paid on interest-bearing liabilities.

7Net interest margin represents annualized net interest income as a percentage of average interest-earning assets.

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	For the Six Months Ended
	December 31,
	2022						2021
(Dollars in thousands)	Average Balance1		Interest Income/ Expense		Average Yields Earned/Rates Paid2		Average Balance1		Interest Income/ Expense		Average Yields Earned/Rates Paid2
Assets:
Loans3, 4	$	15,107,071	$	463,999	6.14	%	$	11,889,439	$	298,645	5.02	%
Interest-earning deposits in other financial institutions	1,449,814		22,961		3.17	%	1,205,409		1,233		0.20	%
Mortgage-backed and other investment securities4	260,102		6,876		5.29	%	148,000		2,759		3.73	%
Securities borrowed and margin lending5	537,404		8,705		3.24	%	795,231		12,217		3.07	%
Stock of the regulatory agencies	23,483		833		7.09	%	20,607		532		5.17	%
Total interest-earning assets	17,377,874		503,374		5.79	%	14,058,686		315,386		4.49	%
Non-interest-earning assets	683,127						587,794
Total assets	$	18,061,001					$	14,646,480
Liabilities and Stockholders’ Equity:
Interest-bearing demand and savings	$	8,851,092	$	92,737	2.10	%	$	6,568,907	$	7,866	0.24	%
Time deposits	1,151,797		11,116		1.93	%	1,348,454		7,651		1.13	%
Securities loaned	414,362		2,010		0.97	%	549,538		469		0.17	%

Advances from the FHLB	585,633		7,667		2.62	%	283,717		1,989		1.40	%
Borrowings, subordinated notes and debentures	377,650		9,459		5.01	%	249,170		5,201		4.17	%
Total interest-bearing liabilities	11,380,534		122,989		2.16	%	8,999,786		23,176		0.52	%
Non-interest-bearing demand deposits	4,213,995						3,431,150
Other non-interest-bearing liabilities	754,079						749,781
Stockholders’ equity	1,712,393						1,465,763
Total liabilities and stockholders’ equity	$	18,061,001					$	14,646,480
Net interest income			$	380,385					$	292,210
Interest rate spread6					3.63	%					3.97	%
Net interest margin7					4.38	%					4.16	%

1Average balances are obtained from daily data.

2Annualized.

3Loans include loans held for sale, loan premiums and unearned fees.

4Interest income includes reductions for amortization of loan and investment securities premiums and earnings from accretion of discounts and loan fees.

5Margin lending is the significant component of the asset titled customer, broker-dealer and clearing receivables on the unaudited condensed consolidated balance sheets.

6Interest rate spread represents the difference between the weighted average yield on interest-earning assets and the weighted average rate paid on interest-bearing liabilities.

7Net interest margin represents annualized net interest income as a percentage of average interest-earning assets.

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Average Balances, Net Interest Income, Yields Earned and Rates Paid

The following table sets forth the effects of changing rates and volumes on our net interest income. Information is provided with respect to (i) effects on interest income and interest expense attributable to changes in volume (changes in volume multiplied by prior rate); 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.


	For the Three Months Ended				For the Six Months Ended
	December 31,				December 31,
	2022 vs 2021				2022 vs 2021
	Increase (Decrease) Due to				Increase (Decrease) Due to
(Dollars in thousands)	Volume		Rate		Total Increase (Decrease)		Volume		Rate		Total Increase (Decrease)
Increase / (decrease) in interest income:
Loans	$	47,298	$	58,894	$	106,192	$	90,635	$	74,719	$	165,354

Interest-earning deposits in other financial institutions	291		14,681		14,972		292		21,436		21,728
Mortgage-backed and other investment securities	1,454		787		2,241		2,654		1,464		4,118
Securities borrowed and margin lending	(2,575)		1,530		(1,045)		(4,154)		642		(3,512)
Stock of the regulatory agencies	(25)		177		152		82		218		300
	$	46,443	$	76,069	$	122,512	$	89,509	$	98,479	$	187,988
Increase / (decrease) in interest expense:
Interest-bearing demand and savings	$	3,248	$	57,481	$	60,729	$	3,642	$	81,229	$	84,871
Time deposits	(551)		3,365		2,814		(1,251)		4,716		3,465
Securities loaned	(99)		948		849		(142)		1,683		1,541

Advances from the FHLB	73		1,458		1,531		3,121		2,557		5,678
Borrowings, subordinated notes and debentures	1,274		973		2,247		3,062		1,196		4,258
	$	3,945	$	64,225	$	68,170	$	8,432	$	91,381	$	99,813

Provision for Credit Losses

The provision for credit losses was $3.5 million for the three months ended December 31, 2022 compared to $4.0 million for the three months ended December 31, 2021. The provision for credit losses was $12.3 million for the six months ended December 31, 2022 compared to $8.0 million for the six months ended December 31, 2021. The provision for credit losses for the three and six months ended December 31, 2022 were primarily due to growth in the loan portfolio and changes in loan product mix. Provisions for credit losses are charged to income to bring the allowance for credit losses - loans to a level deemed appropriate by management based on the factors discussed under “Financial Condition—Asset Quality and Allowance for Credit Losses - Loans.”

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Non-Interest Income

The following table sets forth information regarding our non-interest income for the periods shown:


	For the Three Months Ended						For the Six Months Ended
	December 31,						December 31,
(Dollars in thousands)	2022		2021		Inc (Dec)		2022		2021		Inc (Dec)









Broker-dealer fee income	$	9,812	$	6,332	$	3,480	$	18,990	$	12,794	$	6,196
Advisory fee income	6,983		8,035		(1,052)		13,942		13,339		603
Banking and service fees	10,143		8,486		1,657		16,657		15,166		1,491
Mortgage banking income	641		4,640		(3,999)		4,006		9,910		(5,904)
Prepayment penalty fee income	750		3,294		(2,544)		1,942		6,280		(4,338)

Total non-interest income	$	28,329	$	30,787	$	(2,458)	$	55,537	$	57,489	$	(1,952)

Non-interest income decreased $2.5 million to $28.3 million for the three months ended December 31, 2022 compared to the three months ended December 31, 2021. The decrease was primarily the result of lower mortgage banking income as higher mortgage rates contributed to lower originations, and the impact of changes in the fair value of our MSRs. Also contributing to the decrease was lower prepayment penalty fee income due to slower prepayments and a decrease in advisory fee income primarily due to lower average assets under custody. These decreases were partially offset by an increase in broker-dealer fee income from higher rates earned on cash sorting balances placed at non-affiliated banks and higher banking and service fees.

Non-interest income decreased $2.0 million to $55.5 million for the six months ended December 31, 2022 compared to the six months ended December 31, 2021. The decrease was primarily the result of lower mortgage banking income as higher mortgage rates contributed to lower originations, and the impact of changes in the fair value of our MSRs. Also contributing to the decrease was lower prepayment penalty fee income due to slower prepayments. Partially offsetting these decreases were higher broker-dealer fee income from higher rates earned on cash sorting balances placed at non-affiliated banks, higher banking and service fees as well as higher advisory fee income as incremental revenues from the AAS acquisition were partially offset by lower average assets under custody.

Non-Interest Expense

The following table sets forth information regarding our non-interest expense for the periods shown:


	For the Three Months Ended						For the Six Months Ended
	December 31,						December 31,
(Dollars in thousands)	2022		2021		Inc (Dec)		2022		2021		Inc (Dec)
Salaries and related costs	$	49,720	$	39,979	$	9,741	$	96,716	$	80,716	$	16,000
Data processing	14,632		12,199		2,433		28,654		24,291		4,363
Depreciation and amortization	5,957		6,785		(828)		12,051		12,513		(462)
Advertising and promotional	10,899		3,402		7,497		17,269		6,774		10,495
Professional services	8,455		5,943		2,512		16,542		10,488		6,054
Occupancy and equipment	3,683		3,342		341		7,737		6,523		1,214
FDIC and regulatory fees	3,569		2,475		1,094		7,304		4,741		2,563

Broker-dealer clearing charges	3,739		3,678		61		6,568		7,683		(1,115)
General and administrative expense	6,874		8,216		(1,342)		30,774		16,721		14,053
Total non-interest expenses	$	107,528	$	86,019	$	21,509	$	223,615	$	170,450	$	53,165

Non-interest expense was $107.5 million for the three months ended December 31, 2022, compared to $86.0 million for the three months ended December 31, 2021. Non-interest expense was $223.6 million for the six months ended December 31, 2022, up from $170.5 million for the six months ended December 31, 2021. The increases for the three and six months ended December 31, 2022 were primarily due to higher salaries and related costs, advertising and promotional expenses, professional services, and for the six months ended December 31, 2022, higher other general and administrative expenses.

Total salaries and related costs increased $9.7 million to $49.7 million for the three months ended December 31, 2022 compared to $40.0 million for the three months ended December 31, 2021 and increased $16.0 million to $96.7 million for the six months ended December 31, 2022 compared to $80.7 million for the six months ended December 31, 2021. The increases in compensation expense for the three and six months ended December 31, 2022 were primarily due to increased headcount as well as an increase in salaries. Our headcount increased to 1,447 from 1,280, or 13% between December 31, 2022 and 2021.

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Data processing expense increased $2.4 million for the three months ended December 31, 2022 compared to the three months ended December 31, 2021, and increased $4.4 million for the six months ended December 31, 2022 compared to the six month period ended December 31, 2021, primarily due to enhancements to customer interfaces and the Company’s processing systems.

Depreciation and amortization expense decreased $0.8 million and $0.5 million for the three and six months ended December 31, 2022, compared to the three and six months ended December 31, 2021, respectively. The decreases for the three and six months ended December 31, 2022 were primarily due to certain capitalized software becoming fully depreciated, and for the six months ended December 31, 2022, the decrease was partially offset by incremental amortization of intangibles as a result of the AAS acquisition.

Advertising and promotional expense increased $7.5 million and $10.5 million for the three and six months ended December 31, 2022, compared to the three and six months ended December 31, 2021, respectively. The increase was primarily due to increased lead generation and deposit marketing costs.

Professional services expense increased $2.5 million and $6.1 million for the three and six months ended December 31, 2022, compared to the three and six months ended December 31, 2021, respectively. The increase for the three and six months ended December 31, 2022 was primarily due to higher consulting expenses supporting technology investments and for the six months ended December 31, 2022, the increase was also attributable to higher legal expenses related to litigation.

Occupancy and equipment expense increased by $0.3 million and $1.2 million for the three and six months ended December 31, 2022 compared to the three and six months ended December 31, 2021, respectively. The increases for the three and six months ended December 31, 2022 were primarily due to growth in our office footprint and annual increases on our existing office space.

Our cost of FDIC and regulatory fees increased by $1.1 million and $2.6 million for the three and six months ended December 31, 2022, compared to the three and six months ended December 31, 2021, respectively. The changes were due to balance sheet growth and changes in product mix at the Bank. As an FDIC-insured institution, the Bank is required to pay deposit insurance premiums to the FDIC.

Broker-dealer clearing charges for the three months ended December 31, 2022 were relatively unchanged from the three months ended December 31, 2021. Broker-dealer clearing charges decreased $1.1 million for the six months ended December 31, 2022 compared to the six months ended December 31, 2021, primarily due to reduced customer trading activity.

General and administrative costs decreased by $1.3 million and increased by $14.1 million for the three and six months ended December 31, 2022, compared to the three and six months ended December 31, 2021, respectively. The decrease for the three months ended December 31, 2022 was primarily due to a net benefit for credit losses for unfunded commitments in the three months ended December 31, 2022 compared to a net provision for the three months ended December 31, 2021. The increase for the six months ended December 31, 2022 was primarily attributable to a $16.0 million accrual in the first quarter of 2023 as a result of an adverse legal judgement that has not been finalized, partially offset by a net benefit for credit losses for unfunded commitments in the six months ended December 31, 2022 compared to a net provision for the six months ended December 31, 2021.

Provision for Income Taxes

Income tax expense was $35.7 million for the three months ended December 31, 2022 compared to $25.5 million for the three months ended December 31, 2021 and $60.1 million for the six months ended December 31, 2022 compared to $50.3 million for the six months ended December 31, 2021. Our effective income tax rates (income tax provision divided by net income before income tax) for the three months ended December 31, 2022 and 2021 were 30.42% and 29.59%, respectively. Our effective income tax rates for the six months ended December 31, 2022 and 2021 were 30.04% and 29.34%, respectively.

SEGMENT RESULTS

Our Company determines reportable segments based on what separate financial information is available and what segment results are evaluated regularly by the Chief Executive Officer in deciding how to allocate resources and in assessing performance. The Company operates through two operating segments: Banking Business and Securities Business. In order to reconcile the two segments to the unaudited condensed consolidated totals, the Company includes parent-only activities and intercompany eliminations. The following tables present the operating results of the segments:

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	For the Three Months Ended December 31, 2022
(Dollars in thousands)	Banking Business		Securities Business		Corporate/Eliminations		Axos Consolidated
Net interest income	$	198,545	$	4,876	$	(3,511)	$	199,910
Provision for credit losses	3,500		—		—		3,500
Non-interest income	10,557		36,004		(18,232)		28,329
Non-interest expense	96,284		25,271		(14,027)		107,528
Income before taxes	$	109,318	$	15,609	$	(7,716)	$	117,211


	For the Three Months Ended December 31, 2021
(Dollars in thousands)	Banking Business		Securities Business		Corporate/Eliminations		Axos Consolidated
Net interest income	$	142,259	$	4,506	$	(1,197)	$	145,568
Provision for credit losses	4,000		—		—		4,000
Non-interest income	16,295		16,454		(1,962)		30,787
Non-interest expense	62,449		21,654		1,916		86,019
Income before taxes	$	92,105	$	(694)	$	(5,075)	$	86,336



	For the Six Months Ended December 31, 2022
(Dollars in thousands)	Banking Business		Securities Business		Corporate/Eliminations		Axos Consolidated
Net interest income	$	378,275	$	9,151	$	(7,041)	$	380,385
Provision for credit losses	12,250		—		—		12,250
Non-interest income	21,269		65,169		(30,901)		55,537
Non-interest expense	197,080		49,786		(23,251)		223,615
Income before taxes	$	190,214	$	24,534	$	(14,691)	$	200,057



	For the Six Months Ended December 31, 2021
(Dollars in thousands)	Banking Business		Securities Business		Corporate/Eliminations		Axos Consolidated
Net interest income	$	284,500	$	10,682	$	(2,972)	$	292,210
Provision for credit losses	8,000		—		—		8,000
Non-interest income	31,123		29,560		(3,194)		57,489
Non-interest expense	125,174		40,927		4,349		170,450
Income before taxes	$	182,449	$	(685)	$	(10,515)	$	171,249

Banking Business

For the three months ended December 31, 2022, our Banking Business segment had income before taxes of $109 million compared to income before taxes of $92.1 million for the three months ended December 31, 2021. For the six months ended December 31, 2022, the Banking Business segment had income before taxes of $190 million compared to income before taxes of $182.4 million for the six months ended December 31, 2021. For the three and six months ended December 31, 2022, the increase in income before taxes compared to the three and six months ended December 31, 2021, was mainly due to an increase in net interest income, partially offset by higher non-interest expense and lower non-interest income.

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We consider the ratios shown in the table below to be key indicators of the performance of our Banking Business segment:


	At or for the Three Months Ended				At or for the Six Months Ended
	December 31, 2022		December 31, 2021		December 31, 2022		December 31, 2021
Efficiency ratio	46.05	%	39.39	%	49.33	%	39.66	%
Return on average assets	1.75	%	1.92	%	1.57	%	1.92	%
Interest rate spread	3.81	%	4.14	%	3.84	%	4.23	%
Net interest margin	4.65	%	4.30	%	4.58	%	4.39	%

Our Banking Business segment’s net interest margin exceeds our consolidated net interest margin. Our consolidated net interest margin includes certain items that are not reflected in the calculation of our net interest margin within our Banking Business and reduce our consolidated net interest margin, such as the borrowing costs at Axos Financial, Inc. 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 borrowings that particularly decrease net interest margin.

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Average Balances, Net Interest Income, Yields Earned and Rates Paid

The following tables present our Banking Business segment’s information regarding (i) average balances; (ii) the total amount of interest income from interest-earning assets and the weighted average yields on such assets; (iii) the total amount of interest expense on interest-bearing liabilities and the weighted average rates paid on such liabilities; (iv) net interest income; (v) interest rate spread; and (vi) net interest margin:


	For the Three Months Ended
	December 31,
	2022						2021
(Dollars in thousands)	Average Balance1		Interest Income/ Expense		Average Yields Earned/Rates Paid2		Average Balance1		Interest Income/ Expense		Average Yields Earned/Rates Paid2
Assets:
Loans3, 4	$	15,429,873	$	255,309	6.62	%	$	12,076,831	$	148,960	4.93	%
Interest-earning deposits in other financial institutions	1,362,744		13,126		3.85	%	963,533		376		0.16	%
Mortgage-backed and other investment securities4	264,673		3,615		5.46	%	163,417		1,458		3.57	%
Stock of the regulatory agencies	18,685		411		8.80	%	17,402		260		5.98	%
Total interest-earning assets	17,075,975		272,461		6.38	%	13,221,183		151,054		4.57	%
Non-interest-earning assets	341,701						301,502
Total assets	$	17,417,676					$	13,522,685
Liabilities and Stockholders’ Equity:
Interest-bearing demand and savings	$	10,045,861	$	65,093	2.59	%	$	6,619,803	$	4,316	0.26	%
Time deposits	1,146,877		6,321		2.20	%	1,333,848		3,506		1.05	%

Advances from the FHLB	290,918		2,504		3.44	%	272,033		973		1.43	%
Borrowings, subordinated notes and debentures	33		—		—	%	261		—		—	%
Total interest-bearing liabilities	11,483,689		73,918		2.57	%	8,225,945		8,795		0.43	%
Non-interest-bearing demand deposits	4,001,370						3,784,965
Other non-interest-bearing liabilities	198,916						131,229
Stockholders’ equity	1,733,701						1,380,546
Total liabilities and stockholders’ equity	$	17,417,676					$	13,522,685
Net interest income			$	198,543					$	142,259
Interest rate spread5					3.81	%					4.14	%
Net interest margin6					4.65	%					4.30	%

1Average balances are obtained from daily data.

2Annualized.

3Loans include loans held for sale, loan premiums and unearned fees.

4Interest income includes reductions for amortization of loan and investment securities premiums and earnings from accretion of discounts and loan fees.

5Interest rate spread represents the difference between the weighted average yield on interest-earning assets and the weighted average rate paid on interest-bearing liabilities.

6Net interest margin represents annualized net interest income as a percentage of average interest-earning assets.

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	For the Six Months Ended
	December 31,
	2022						2021
(Dollars in thousands)	Average Balance1		Interest Income/ Expense		Average Yields Earned/Rates Paid2		Average Balance1		Interest Income/ Expense		Average Yields Earned/Rates Paid2
Assets:
Loans3, 4	$	15,082,455	$	463,319	6.14	%	$	11,849,452	$	297,803	5.03	%
Interest-earning deposits in other financial institutions	1,145,975		18,757		3.27	%	921,695		713		0.15	%
Mortgage-backed and other investment securities4	270,324		6,986		5.17	%	171,981		3,004		3.49	%
Stock of the regulatory agencies	23,483		829		7.06	%	17,613		530		6.02	%
Total interest-earning assets	16,522,237		489,891		5.93	%	12,960,741		302,050		4.66	%
Non-interest-earning assets	327,034						294,156
Total assets	$	16,849,271					$	13,254,897
Liabilities and Stockholders’ Equity:
Interest-bearing demand and savings	$	8,927,706	$	92,833	2.08	%	$	6,617,301	$	7,910	0.24	%
Time deposits	1,151,797		11,116		1.93	%	1,348,454		7,651		1.13	%

Advances from the FHLB	585,633		7,667		2.62	%	283,717		1,989		1.40	%
Borrowings, subordinated notes and debentures	27		—		—	%	152		—		—	%
Total interest-bearing liabilities	10,665,163		111,616		2.09	%	8,249,624		17,550		0.43	%
Non-interest-bearing demand deposits	4,292,481						3,511,837
Other non-interest-bearing liabilities	192,094						141,222
Stockholders’ equity	1,699,533						1,352,214
Total liabilities and stockholders’ equity	$	16,849,271					$	13,254,897
Net interest income			$	378,275					$	284,500
Interest rate spread5					3.84	%					4.23	%
Net interest margin6					4.58	%					4.39	%

1Average balances are obtained from daily data.

2Annualized.

3Loans include loans held for sale, loan premiums and unearned fees.

4Interest income includes reductions for amortization of loan and investment securities premiums and earnings from accretion of discounts and loan fees.

5Interest rate spread represents the difference between the weighted average yield on interest-earning assets and the weighted average rate paid on interest-bearing liabilities.

6Net interest margin represents annualized net interest income as a percentage of average interest-earning assets.

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Average Balances, Net Interest Income, Yields Earned and Rates Paid

The following table sets forth the effects of changing rates and volumes on our net interest income for our Banking Business segment. Information is provided with respect to (i) effects on interest income and interest expense attributable to changes in volume (changes in volume multiplied by prior rate); 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.


	For the Three Months Ended						For the Six Months Ended
	December 31,						December 31,
	2022 vs 2021						2022 vs 2021
	Increase (Decrease) Due to						Increase (Decrease) Due to
(Dollars in thousands)	Volume		Rate		Total Increase (Decrease)			Volume		Rate		Total Increase (Decrease)
Increase / (decrease) in interest income:
Loans	$	47,590	$	58,759	$	106,349		$	91,506	$	74,010	$	165,516

Interest-earning deposits in other financial institutions	225		12,525		12,750			208		17,836		18,044
Mortgage-backed and other investment securities	1,163		994		2,157			2,162		1,820		3,982
Stock of the regulatory agencies, at cost	20		131		151			197		102		299
	$	48,998	$	72,409	$	121,407		$	94,073	$	93,768	$	187,841
Increase / (decrease) in interest expense:
Interest-bearing demand and savings	$	3,318	$	57,459	$	60,777		$	3,698	$	81,225	$	84,923
Time deposits	(551)		3,366		2,815			(1,251)		4,716		3,465

Advances from the FHLB	73		1,458		1,531			3,121		2,557		5,678

	$	2,840	$	62,283	$	65,123		$	5,568	$	88,498	$	94,066

The Banking Business segment’s net interest income for the three and six months ended December 31, 2022 totaled $198.5 million and $378.3 million, an increase of 39.6% and an increase of 33.0%, compared to net interest income of $142.3 million and $284.5 million for the three and six months ended December 31, 2021, respectively. The increase for the three and six months ended December 31, 2022 was primarily due to higher average balances and rates earned in the loan portfolio, higher rates on deposits placed with other financial institutions and a higher average balance of non-interest bearing deposits, partially offset by higher rates paid on deposits.

The Banking Business segment’s non-interest income decreased $5.7 million to $10.6 million and decreased $9.9 million to $21.3 million for the three and six months ended December 31, 2022 compared to the three and six months ended December 31, 2021, respectively. The decreases for the three and six months ended December 31, 2022 compared to the three and six months ended December 31, 2021, were mainly the result of lower mortgage banking income and prepayment penalty fee income as higher mortgage rates contributed to lower originations and a reduction in the fair value of our MSRs, and slower prepayments, respectively.

The Banking Business segment’s non-interest expense for the three and six months ended December 31, 2022 increased $33.8 million and $71.9 million, respectively, compared to the three and six months ended December 31, 2021. For the three and six months ended December 31, 2022 the increases compared to the three and six months ended December 31, 2021, were primarily due to higher advertising and promotional expenses, primarily due to amounts paid to our Securities Business segment for non-interest bearing deposits, higher salaries and related costs as a result of higher headcount and an increase in salaries, and for the six months ended December 31, 2022, a $16.0 million accrual in the first quarter of 2023 as a result of an adverse legal judgement that has not been finalized.

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Securities Business

For the three months ended December 31, 2022, our Securities Business segment had income before taxes of $15.6 million compared to a loss before taxes of $0.7 million for the three months ended December 31, 2021. For the six months ended December 31, 2022, our Securities Business segment had income before taxes of $24.5 million compared to a loss before taxes of $0.7 million for the six months ended December 31, 2021. The increases for both the three and six months ended December 31, 2022 compared to the three and six months ended December 31, 2021 was primarily the result of higher non-interest income, partially offset by higher non-interest expense.

Net interest income for the three months ended December 31, 2022, increased $0.4 million to $4.9 million compared to $4.5 million for the three months ended December 31, 2021 primarily as a result of higher cash deposit balances and rates. Net interest income for the six months ended December 31, 2022 decreased $1.5 million to $9.2 million compared to $10.7 million for the six months ended December 31, 2021 primarily as a result of lower securities lending activity, partially offset by higher cash deposit balances and rates.

Non-interest income for the three months ended December 31, 2022, increased $19.6 million to $36.0 million compared to $16.5 million for the three months ended December 31, 2021. Non-interest income for the six months ended December 31, 2022 increased $35.6 million to $65.2 million compared to $29.6 million for the six months ended December 31, 2021. The increases were primarily a result of an increase in fees earned on FDIC-insured bank deposits, including amounts received from our Banking Business segment.

Non-interest expense for the three months ended December 31, 2022 increased $3.6 million to $25.3 million compared to $21.7 million for the three months ended December 31, 2021. Non-interest expense for the six months ended December 31, 2022 increased $8.9 million to $49.8 million compared to $40.9 million for the six months ended December 31, 2021. The increases were primarily due to higher headcount and an increase in salaries, and for the six months ended December 31, 2022 the increase was also attributable to higher professional services expense.

The following table provides selected information for Axos Clearing LLC as of each period indicated:


(Dollars in thousands)	December 31, 2022		June 30, 2022

FDIC insured deposit program balances at banks	$	2,353,167	$	3,452,358
Customer margin balances	$	206,776	$	285,894
Cash reserves for the benefit of customers	$	196,910	$	372,112





Securities lending:
Interest-earning assets – securities borrowed	$	58,846	$	338,980
Interest-bearing liabilities – securities loaned	$	156,008	$	474,400

FINANCIAL CONDITION

Balance Sheet Analysis

Our total assets increased $1.3 billion, or 7.7%, to $18.7 billion, as of December 31, 2022, up from $17.4 billion at June 30, 2022. The increase in total assets was primarily due to a $1.4 billion increase in loans. Total liabilities increased $1.2 billion, primarily due to a $1.7 billion increase in deposits, partially offset by a $0.3 billion decrease in securities loaned.

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Loans

Net loans held for investment increased 9.8% to $15.5 billion at December 31, 2022 from $14.1 billion at June 30, 2022 primarily due to loan originations of $4.5 billion, partially offset by repayments and other changes of $3.1 billion.

The following table sets forth the composition of the loan portfolio as of the dates indicated:


	December 31, 2022				June 30, 2022
(Dollars in thousands)	Amount		Percent		Amount		Percent
Single Family - Mortgage & Warehouse	$	3,988,955	25.5	%	$	3,988,462	28.0	%
Multifamily and Commercial Mortgage	3,050,128		19.5	%	2,877,680		20.2	%
Commercial Real Estate	5,762,049		36.9	%	4,781,044		33.5	%
Commercial & Industrial - Non-RE	2,208,945		14.1	%	2,028,128		14.2	%
Auto & Consumer	632,183		4.0	%	567,228		4.0	%
Other	7,234		—	%	11,134		0.1	%
Total gross loans	15,649,494		100.0	%	14,253,676		100.0	%
Allowance for credit losses - loans	(157,218)				(148,617)
Unaccreted discounts and loan fees	(19,064)				(13,998)
Total net loans	$	15,473,212			$	14,091,061

The Bank originates some single family interest only loans with terms that include repayments that are less than the repayments for fully amortizing loans. The Bank’s lending guidelines for interest only loans are adjusted for the increased credit risk associated with these loans by requiring borrowers with such loans to borrow at loan-to-values (“LTVs”) that are lower than standard amortizing ARM loans and by calculating debt to income ratios for qualifying borrowers based upon a fully amortizing payment, not the interest only payment. The Bank monitors and performs reviews of interest only loans as part of its loan portfolio management process. Adverse trends reflected in the Company’s delinquency statistics, grading and classification of interest only loans would be reported to management and the Board of Directors. As of December 31, 2022, the Company had $1.3 billion of interest only mortgage loans with a weighted average LTV of 58.5%.

Asset Quality and Allowance for Credit Losses - Loans

Non-performing Assets

Non-performing loans are comprised of those past due 90 days or more and other nonaccrual loans. Non-performing assets include non-performing loans plus other real estate owned and repossessed vehicles. At December 31, 2022, our non-performing loans totaled $95.0 million, or 0.61% of total gross loans and our total non-performing assets totaled $100.8 million, or 0.54% of total assets.

Non-performing loans and foreclosed assets or “non-performing assets” consisted of the following as of the dates indicated:


(Dollars in thousands)	December 31, 2022			June 30, 2022			Inc (Dec)
Non-performing assets:
Non-accrual loans:
Single Family - Mortgage & Warehouse	$	39,043		$	66,424		$	(27,381)
Multifamily and Commercial Mortgage	35,275			33,410			1,865
Commercial Real Estate	14,852			14,852			—
Commercial & Industrial - Non-RE	2,989			2,989			—
Auto & Consumer	1,447			439			1,008
Other	1,382			80			1,302
Total non-performing loans	94,988			118,194			(23,206)
Foreclosed real estate	4,383			—			4,383
Repossessed—Autos	1,421			798			623
Total non-performing assets	$	100,792		$	118,992		$	(18,200)
Total non-performing loans as a percentage of total loans	0.61		%	0.83		%	(0.22)		%
Total non-performing assets as a percentage of total assets	0.54		%	0.68		%	(0.14)		%

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Total non-performing assets decreased from $119.0 million at June 30, 2022 to $100.8 million at December 31, 2022. The decrease in non-performing assets was primarily attributable to a decrease in non-accrual single family mortgage loans, partially offset by an increase in other non-performing loans and foreclosed real estate. The weighted average LTV of the single family mortgage loans remaining on non-accrual at December 31, 2022 was 59.8%.

The Bank had no performing troubled debt restructurings as of December 31, 2022 and June 30, 2022. A troubled debt restructuring is a concession made to a borrower experiencing financial difficulties, typically permanent or temporary modifications of principal and interest payments or an extension of maturity dates. When a loan is delinquent and classified as a troubled debt restructuring, no interest is accrued until the borrower demonstrates over time (typically six months) that it can make payments. When a loan is considered a troubled debt restructuring and is on nonaccrual, it is considered non-performing and included in the table above.

Management establishes an allowance for credit losses based upon its evaluation of the expected life-time credit losses related to the amortized cost basis of loans on the balance sheet. For additional information regarding the Company’s allowance for credit losses see Note 5 - Loans and Allowance for Credit Losses in the condensed consolidated financial statements. For a discussion of the provision for credit losses for the three and six months ended December 31, 2022, see “Results of Operations—Provision for Credit Losses.” We believe that the lower average LTV in the Bank’s mortgage loan portfolio will continue to result in future lower average mortgage loan charge-offs when compared to many other comparable banks. We do not expect the resolution of the Bank’s existing other real estate owned and non-performing loans will have a significant adverse impact on our operating results.

Investment Securities

Total investment securities was $248.4 million as of December 31, 2022, compared with $264.3 million at June 30, 2022. During the six months ended December 31, 2022, we did not purchase any securities and received principal repayments of approximately $9.1 million in our available-for-sale portfolio. The remainder of the change for the available-for-sale portfolio is attributable to unrealized losses, accretion and other changes.

Deposits

Deposits increased by $1.7 billion, or 12.5%, to $15.7 billion at December 31, 2022, from $13.9 billion at June 30, 2022. Interest-bearing demand and savings increased $3.3 billion and time deposits increased $21.9 million. Non-interest bearing deposits decreased $1.6 billion, or 31.6%, to $3.4 billion at December 31, 2022, from $5.0 billion at June 30, 2022.

The following table sets forth the composition of the deposit portfolio as of the dates indicated:


	December 31, 2022				June 30, 2022
(Dollars in thousands)	Amount		Rate1		Amount		Rate1
Non-interest bearing	$	3,442,148	—	%	$	5,033,970	—	%
Interest bearing:
Demand	5,661,863		3.03	%	3,611,889		0.61	%
Savings	5,509,620		2.93	%	4,245,555		0.95	%
Total interest-bearing demand and savings	11,171,483		2.98	%	7,857,444		0.79	%
Time deposits:
$250 and under2	688,524		1.85	%	651,392		1.22	%
Greater than $250	388,339		3.50	%	403,616		1.41	%
Total time deposits	1,076,863		2.41	%	1,055,008		1.25	%
Total interest bearing2	12,248,346		2.93	%	8,912,452		0.85	%
Total deposits	$	15,690,494	2.29	%	$	13,946,422	0.54	%

1 Based on weighted-average stated interest rates at end of period.

2 The total interest bearing includes brokered deposits of $2,508.8 million and $1,032.7 million as of December 31, 2022 and June 30, 2022, respectively, of which $399.9 million and $250.0 million, respectively, are time deposits classified as $250 and under.

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


	December 31, 2022	June 30, 2022	December 31, 2021
Non-interest bearing	43,747	42,372	39,698
Interest-bearing checking and savings accounts	365,714	344,593	342,127
Time deposits	7,475	8,734	10,234
Total number of accounts	416,936	395,699	392,059

Total deposits that exceeded the FDIC insurance limit of $250,000 at December 31, 2022 and June 30, 2022 were $2.0 billion and $2.3 billion, respectively. The maturities of certificates of deposit that exceeded the FDIC insurance limit of $250,000 at December 31, 2022 were as follows:


(Dollars in thousands)	December 31, 2022
3 months or less	$	5,772
3 months to 6 months	1,829
6 months to 12 months	6,222
Over 12 months	11,780
Total	$	25,603

Borrowings

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


	December 31, 2022				June 30, 2022				December 31, 2021
(Dollars in thousands)	Balance		Weighted Average Rate		Balance		Weighted Average Rate		Balance		Weighted Average Rate

FHLB Advances	$100,000		2.26	%	$117,500		2.26	%	$157,500		2.29	%
Borrowings, subordinated notes and debentures	334,077		4.59	%	445,244		3.86	%	260,435		4.37	%
Total borrowings	$434,077		4.05	%	$562,744		3.53	%	$417,935		3.59	%

Weighted average cost of borrowings during the quarter	4.36	%			2.85	%			2.64	%
Borrowings as a percent of total assets	2.32	%			3.23	%			2.69	%

At December 31, 2022, total borrowings amounted to $434.1 million, down $128.7 million, or 22.9%, from June 30, 2022 and up $16.1 million or 3.9% from December 31, 2021. Borrowings as a percent of total assets were 2.32%, 3.23% and 2.69% at December 31, 2022, June 30, 2022 and December 31, 2021, respectively. Weighted average cost of borrowings during the quarter were 4.36%, 2.85% and 2.64% for the quarters ended December 31, 2022, June 30, 2022 and December 31, 2021, respectively.

We regularly use advances from the FHLB to manage our interest rate risk and, to a lesser extent, manage our liquidity position. Generally, FHLB advances with terms between three and ten years have been used to fund the purchase of single family and multifamily mortgages and to provide us with interest rate risk protection should rates rise.

Stockholders’ Equity

Stockholders’ equity increased $144.6 million to $1,787.6 million at December 31, 2022 compared to $1,643.0 million at June 30, 2022. The increase was the result of net income for the six months ended December 31, 2022 of $140.0 million and stock compensation expense and restricted stock unit vesting which combined for an increase of $8.6 million, partially offset by a $4.0 million decrease in accumulated other comprehensive income, net of tax.

During the three and six months ended December 31, 2022, the Company did not repurchase any common stock shares. The Company has $52.8 million remaining under the Board authorized stock repurchase program as of December 31, 2022.

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LIQUIDITY

Cash flow information is as follows:


	For the Six Months Ended
	December 31,
(Dollars in thousands)	2022		2021
Operating Activities	$	177,076	$	(72,501)
Investing Activities	$	(1,411,404)	$	(1,136,966)
Financing Activities	$	1,612,142	$	1,290,048

During the six months ended December 31, 2022, we had net cash inflows from operating activities of $177.1 million compared to outflows of $72.5 million for the six months ended December 31, 2021. Net operating cash inflows and outflows fluctuate primarily due to the timing of the following: originations of loans held for sale, proceeds from loan sales, securities borrowed and loaned, and customer, broker-dealer and clearing receivables and payables and changes in other assets and payables.

Net cash outflows from investing activities totaled $1,411.4 million for the six months ended December 31, 2022, while outflows totaled $1,132.7 million for the six months ended December 31, 2021. The increase in outflows was primarily due to lower principal repayments on loans held for investment, partially offset by lower loan originations.

Net cash inflows from financing activities totaled $1,612.1 million for the six months ended December 31, 2022, compared to net cash inflows from financing activities of $1,290.0 million for the six months ended December 31, 2021. The primary driver behind the increase in net cash inflows was a larger net increase in deposits for the six months ended December 31, 2022.

During the six months ended December 31, 2022, the Bank could borrow up to 40.0% of its total assets from the FHLB. Borrowings are collateralized by the pledge of certain mortgage loans and investment securities to the FHLB. At December 31, 2022, the Company had $2,250.4 million available immediately and $4,677.9 million available with additional collateral. At December 31, 2022, we also had three unsecured federal funds purchase lines with three different banks totaling $200 million, under which no borrowings were outstanding.

The Bank has the ability to borrow short-term from the Federal Reserve Bank of San Francisco Discount Window. At December 31, 2022, the Bank did not have any borrowings outstanding and the amount available from this source was $2,880.6 million. The credit line is collateralized by consumer loans and mortgage-backed securities.

Axos Clearing has a total of $150 million in uncommitted secured lines of credit for borrowing as needed. As of December 31, 2022, there was no amount outstanding. These credit facilities bear interest at rates based on the Federal Funds rate and are due upon demand.

Axos Clearing has a $190 million committed unsecured line of credit available for limited purpose borrowing, which includes $100 million from Axos Financial, Inc. As of December 31, 2022, there was no amount outstanding on this credit facility after elimination of intercompany balances. This credit facility bears interest at rates based on the Federal Funds rate and is due upon demand.

We believe our liquidity sources to be stable and adequate for our anticipated needs and contingencies for the next 12 months and beyond. We believe we have the ability to increase our level of deposits and borrowings to address our liquidity needs for the foreseeable future.

OFF-BALANCE SHEET COMMITMENTS

At December 31, 2022, we had commitments to originate loans with an aggregate outstanding principal balance of $3,049.6 million, and commitments to sell loans with an aggregate outstanding principal balance of $4.6 million. We have no commitments to purchase loans, investment securities or any other unused lines of credit.

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CAPITAL RESOURCES AND REQUIREMENTS

Our Company and Bank are subject to regulatory capital adequacy requirements promulgated by federal bank regulatory agencies. Failure by our Company or Bank to meet minimum capital requirements could result in certain mandatory and discretionary actions by regulators that could have a material adverse effect on our results of operations or financial condition. The Federal Reserve establishes capital requirements for our Company and the OCC has similar requirements for our 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 to maintain minimum ratios of tier 1 capital to adjusted average assets of 4.0%, common equity tier 1 capital to risk-weighted assets of 4.5%, tier 1 capital to risk-weighted assets of 6.0% and total risk-based capital to risk-weighted assets of 8.0%. To be “well capitalized,” our Company and Bank must maintain minimum leverage, common equity tier 1 risk-based, tier 1 risk-based and total risk-based capital ratios of at least 5.0%, 6.5%, 8.0% and 10.0%, respectively. At December 31, 2022, our Company and Bank met all the capital adequacy requirements to which they were subject and were “well capitalized” under the regulatory framework for prompt corrective action. Management believes that no conditions or events have occurred since December 31, 2022 that would materially adversely change the Company’s and Bank’s capital classifications. From time to time, we may need to raise additional capital to support our Company’s and Bank’s further growth and to maintain their “well capitalized” status.

The Company and Bank both elected the five-year current expected credit losses (“CECL”) transition guidance for calculating regulatory capital and ratios and the December 31, 2022 and June 30, 2022 amounts reflect this election. This guidance allowed an entity to add back to regulatory capital 100% of the impact of the day one CECL transition adjustment and 25% of subsequent increases to the allowance for credit losses through June 30, 2022. Beginning with fiscal year 2023, this cumulative amount is phased out of regulatory capital at 25% per year until it is 100% phased out of regulatory capital beginning in fiscal year 2026.

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The Company’s and Bank’s estimated capital amounts, capital ratios and capital requirements under Basel III were as follows:


	Axos Financial, Inc.						Axos Bank						“Well Capitalized” Ratio	Minimum Capital Ratio
(Dollars in millions)	December 31, 2022			June 30, 2022			December 31, 2022			June 30, 2022
Regulatory Capital:
Tier 1	$	1,662		$	1,522		$	1,747		$	1,615
Common equity tier 1	$	1,662		$	1,522		$	1,747		$	1,615
Total capital	$	2,125		$	1,966		$	1,878		$	1,726

Assets:
Average adjusted	$	18,348		$	16,461		$	17,391		$	15,165
Total risk-weighted	$	15,751		$	15,443		$	15,487		$	14,366

Regulatory Capital Ratios:
Tier 1 leverage (to adjusted average assets)	9.06		%	9.25		%	10.05		%	10.65		%	5.00%	4.00%
Common equity tier 1 capital (to risk-weighted assets)	10.55		%	9.86		%	11.28		%	11.24		%	6.50%	4.50%
Tier 1 capital (to risk-weighted assets)	10.55		%	9.86		%	11.28		%	11.24		%	8.00%	6.00%
Total capital (to risk-weighted assets)	13.49		%	12.73		%	12.13		%	12.01		%	10.00%	8.00%

Basel III implemented a requirement for all banking organizations to maintain a capital conservation buffer above the minimum risk-based capital requirements in order to avoid certain limitations on capital distributions, stock repurchases and discretionary bonus payments to executive officers. The capital conservation buffer is exclusively composed of common equity tier 1 capital, and it applies to each of the three risk-based capital ratios but not the leverage ratio. At December 31, 2022 and June 30, 2022, our Company and Bank were in compliance with the capital conservation buffer requirement, which sets the common equity tier 1 risk-based, tier 1 risk-based and total risk-based capital ratio minimums to 7.0%, 8.5% and 10.5%, respectively.

Securities Business

Pursuant to the net capital requirements of the Exchange Act, Axos Clearing, is subject to the SEC Uniform Net Capital (Rule 15c3-1 of the Exchange Act). Under this rule, the Company has elected to operate under the alternate method and is required to maintain minimum net capital of $250,000 or 2% of aggregate debit balances arising from client transactions, as defined. Under the alternate method, the Company may not repay subordinated debt, pay cash distributions, or make any unsecured advances or loans to its parent or employees if such payment would result in net capital of less than 5% of aggregate debit balances or less than 120% of its minimum dollar requirement.

The net capital positions of Axos Clearing were as follows:


(Dollars in thousands)	December 31, 2022			June 30, 2022
Net capital	$	60,334		$	38,915
Excess Capital	$	55,977		$	32,665

Net capital as a percentage of aggregate debit items	27.69		%	12.45		%
Net capital in excess of 5% aggregate debit items	$	49,441		$	23,290

Axos Clearing, as a clearing broker, is subject to SEC Customer Protection Rule (Rule 15c3-3 of the Exchange Act) which requires segregation of funds in a special reserve account for the benefit of customers. At December 31, 2022, the Company calculated a deposit requirement of $189.6 million and maintained a deposit of $182.3 million. On January 3, 2023, the Company made a deposit of $16.8 million.

Certain broker-dealers have chosen to maintain brokerage customer accounts at Axos Clearing. To allow these broker-dealers to classify their assets held by the Company as allowable assets in their computation of net capital, the Company

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computes a separate reserve requirement for Proprietary Accounts of Brokers (PAB). At December 31, 2022, the Company calculated a deposit requirement of $20.1 million and maintained a deposit of $14.3 million. On January 3, 2023, the Company made a withdrawal in the amount of $6.8 million.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

For further discussion of the Company’s market risk, see “Quantitative and Qualitative Disclosures About Market Risk” in the 2022 Form 10-K.

We measure interest rate sensitivity as the difference between amounts of interest-earning assets and interest-bearing liabilities that mature or contractually re-price 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 cause 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 reprice 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 December 31, 2022 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
	December 31, 2022
(Dollars in thousands)	Six Months or Less			Over Six Months Through One Year			Over One Year Through Five Years			Over Five Years			Total
Interest-earning assets:
Cash and cash equivalents	$	1,660,666		$	—		$	—		$	—		$	1,660,666
Securities	225,978			2,541			11,665			15,468			255,652
Stock of the FHLB, at cost	17,250			—			—			—			17,250
Loans—net of allowance for credit loss	10,178,099			1,263,731			3,987,822			178,500			15,608,152
Loans held for sale	4,747			—			—			—			4,747
Total interest-earning assets	12,086,740			1,266,272			3,999,487			193,968			17,546,467
Non-interest earning assets	—			—			—			—			346,616
Total assets	$	12,086,740		$	1,266,272		$	3,999,487		$	193,968		$	17,893,083
Interest-bearing liabilities:
Interest-bearing deposits	$	9,438,274		$	2,621,885		$	289,246		$	972		$	12,350,377

Advances from the FHLB	10,000			—			30,000			60,000			100,000

Total interest-bearing liabilities	9,448,274			2,621,885			319,246			60,972			12,450,377
Other non-interest-bearing liabilities	—			—			—			—			3,674,965
Stockholders’ equity	—			—			—			—			1,767,741
Total liabilities and equity	$	9,448,274		$	2,621,885		$	319,246		$	60,972		$	17,893,083
Net interest rate sensitivity gap	$	2,638,466		$	(1,355,613)		$	3,680,241		$	132,996		$	5,096,090
Cumulative gap	$	2,638,466		$	1,282,853		$	4,963,094		$	5,096,090		$	5,096,090
Net interest rate sensitivity gap—as a % of total interest earning assets	15.04		%	(7.73)		%	20.97		%	0.76		%	29.04		%
Cumulative gap—as % of total interest earning assets	15.04		%	7.31		%	28.29		%	29.04		%	29.04		%

The above table provides an approximation of the projected re-pricing of assets and liabilities at December 31, 2022 on the basis of contractual maturities, adjusted for anticipated prepayments of principal and scheduled rate adjustments. The loan and securities prepayment rates reflected herein are based on historical experience. For the non-maturity deposit liabilities, we

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use decay rates and rate adjustments based upon our historical experience. Actual repayments of these instruments could vary substantially if future experience differs from our historic experience.

Although “gap” analysis is a useful measurement device available to management in determining the existence of interest rate exposure, its static focus as of a particular date makes it necessary to utilize other techniques in measuring exposure to changes in interest rates. For example, gap analysis is limited in its ability to predict trends in future earnings and makes no assumptions about changes in prepayment tendencies, deposit or loan maturity preferences or repricing time lags that may occur in response to a change in the interest rate environment.

The following table indicates the sensitivity of net interest income movements to parallel instantaneous shocks in interest rates for the future 1-12 months and 13-24 months’ time periods. For purposes of modeling net interest income sensitivity, we assume no growth in the balance sheet other than for retained earnings:


	As of December 31, 2022
	First 12 Months				Next 12 Months
(Dollars in thousands)	Net Interest Income		Percentage Change from Base		Net Interest Income		Percentage Change from Base

Up 200 basis points	$	763,885	8.8	%	$	893,723	6.5	%

Base	$	701,953	—	%	$	839,332	—	%
Down 200 basis points	$	637,273	(9.2)	%	$	773,026	(7.9)	%

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 market value of equity. We analyze the market value of equity sensitivity to an immediate parallel and sustained shift in interest rates derived from the underlying interest rate curves.

The following table indicates the sensitivity of market value of equity to the interest rate movement described above:


	As of December 31, 2022
(Dollars in thousands)	Net Present Value		Percentage Change from Base		Net Present Value as a Percentage of Assets

Up 200 basis points	$	1,710,148	(5.8)	%	9.9	%
Up 100 basis points	$	1,780,406	(2.0)	%	10.2	%
Base	$	1,816,327	—	%	10.3	%
Down 100 basis points	$	1,800,479	(0.9)	%	10.1	%
Down 200 basis points	$	1,712,806	(5.7)	%	9.5	%

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, these computations 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 change 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. Many 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.

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.

ITEM 4.CONTROLS AND PROCEDURES

The Company’s management, with the participation of its Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures, pursuant to Exchange Act Rule 13a-15(e). Based upon that evaluation, our Chief Executive Officer along with our Chief Financial Officer concluded that, as of the end of the period covered by this report, the Company’s disclosure controls and procedures were effective to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In addition, there were no changes in the Company’s internal control over financial reporting during the quarter ended December 31, 2022 (as defined in Exchange Act Rule 13a-15(f)) that have materially affected, or are reasonably likely to materially affect, internal control over financial reporting.

Management, including the Company’s Chief Executive Officer and Chief Financial Officer, does not expect that the Company’s internal controls will prevent or detect all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of internal controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. Also, any evaluation of the effectiveness of controls in future periods are subject to the risk that those internal controls may become inadequate because of changes in business conditions, or that the degree of compliance with the policies or procedures may deteriorate.

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PART II—OTHER INFORMATION

ITEM 1.LEGAL PROCEEDINGS

The information set forth in Note 8 – “Commitments And Contingencies” to the Unaudited Condensed Consolidated Financial Statements is incorporated herein by reference.

In addition, from time to time we may be a party to other claims or litigation that arise in the ordinary course of business, such as claims to enforce liens, claims involving the origination and servicing of loans, and other issues related to the Company’s business operations. None of such matters are expected to have a material adverse effect on the Company’s financial condition, results of operations or business.

ITEM 1A.RISK FACTORS

We face a variety of risks that are inherent in our business and our industry. These risks are described in more detail under Part 1, “Item 1A. Risk Factors” in our 2022 Form 10-K, as supplemented by the risks described below. We encourage you to read these factors in their entirety. Moreover, other factors may also exist that we cannot anticipate or that we currently do not consider to be significant based on information that is currently available.

Liquidity and access to adequate funding cannot be assured.

Liquidity is essential to our business and the inability to raise funds through deposits, borrowings, equity and debt offerings, or other sources could have a materially adverse effect on our liquidity. The Bank may become unable to meet the cash flow requirements of its customers who may be either depositors wanting to withdraw funds or borrowers needing assurance that sufficient funds will be available to meet their credit needs. Company specific factors such as a decline in our credit rating (for which a rating agency recently announced a review for downgrade), an increase in the cost of capital from financial capital markets, a decrease in business activity due to adverse regulatory action or other company specific event, or a decrease in depositor or investor confidence may impair our access to funding with acceptable terms adequate to finance our activities. General factors related to the financial services industry such as a severe disruption in financial markets, a decrease in industry expectations, or a decrease in business activity due to political or environmental events may impair our access to liquidity. We rely primarily upon deposits and FHLB advances. Our ability to attract deposits could be negatively impacted by a public perception of our financial prospects or by increased deposit rates available at troubled institutions suffering from shortfalls in liquidity. The FHLB advances and the Federal Reserve Bank of San Francisco discount window are subject to regulation and other factors beyond our control. These factors may adversely affect the availability and pricing of advances to members such as the Bank. Selected sources of liquidity may become unavailable to the Bank if it were to no longer be considered “well-capitalized”.

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ITEM 2.UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The table below sets forth our market repurchases of Axos common stock and the Axos common shares retained in connection with net settlement of restricted stock awards during the quarter ended December 31, 2022.


(Dollars in thousands, except per share data)	Number of Shares Purchased	Average Price Paid Per Shares		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Approximate Dollar value of Shares that May Yet be Purchased Under the Plans or Programs
Stock Repurchases1
Quarter Ended December 31, 2022
October 1, 2022 to October 31, 2022	—	$	—	—	$	—
November 1, 2022 to November 30, 2022	—	$	—	—	$	—
December 1, 2022 to December 31, 2022	—	$	—	—	$	—
For the Three Months Ended December 31, 2022	—	$	—	—	$	52,764

Stock Retained in Net Settlement2
October 1, 2022 to October 31, 2022	665
November 1, 2022 to November 30, 2022	364
December 1, 2022 to December 31, 2022	14
For the Three Months Ended December 31, 2022	1,043

1 On August 2, 2019, the Board of Directors of the Company authorized a program to repurchase up to $100 million of common stock. The share repurchase program will continue in effect until terminated by the Board of Directors of the Company. Purchases were made in open-market transactions.

2 On October 21, 2021, the stockholders of the Company approved the Amended and Restated 2014 Stock Incentive Plan, which, among other changes permitted net settlement of stock issuances related to equity awards for purposes of payment of a grantee’s minimum income tax obligation. Stock Retained in Net Settlement was purchased at the vesting price of the associated restricted stock unit.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

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ITEM 6.EXHIBITS


Exhibit Number	Description	Incorporated By Reference to

3.1.1	Certificate of Incorporation of the Company, filed with the Delaware Secretary of State on July 6, 1999	Exhibit 3.1 to the Registration Statement on Form S-1/A (File No. 333-121329) filed on January 26, 2005.

3.1.2	Certificate of Amendment of Certificate of Incorporation of the Company, filed with the Delaware	Exhibit 3.5 to the Registration Statement on Form S-1/A (File No. 333-121329) filed on January 26, 2005.

3.1.3	Certificate of Amendment of Certificate of Incorporation of the Company, filed with the Delaware Secretary of State on February 25, 2003	Exhibit 3.6 to the Registration Statement on Form S-1/A (File No. 333-121329) filed on January 26, 2005.

3.1.4	Certificate of Amendment of Certificate of Incorporation of the Company, filed with the Delaware Secretary of State on January 25, 2005	Exhibit 3.2 to the Registration Statement on Form S-1/A (File No. 333-121329) filed on January 26, 2005.

3.1.5	Certificate Eliminating Reference to a Series of Shares from the Certificate of Incorporation of the Company	Exhibit 3.3 to the Current Report on Form 8-K filed on September 7, 2011.

3.1.6	Certificate of Amendment of Certificate of Incorporation of the Company, filed with the Delaware Secretary of State on October 25, 2013	Exhibit 3.1 to the Current Report on Form 8-K filed on October 28, 2013.

3.1.7	Certificate of Amendment of Certificate of Incorporation of the Company, filed with the Delaware Secretary of State on November 5, 2015	Exhibit 3.1 to the Current Report on Form 8-K filed on November 6, 2015.

3.1.8	Certificate of Amendment of Certificate of Incorporation of the Company, filed with the Delaware Secretary of State on September 11, 2018	Exhibit 3.1 to the Current Report on Form 8-K filed on September 11, 2018.

3.1.9	Certificate of Elimination relating to the Series A - 6% Cumulative Nonparticipating Perpetual Preferred	Exhibit 3.1.8 to the Quarterly Report on Form 10-Q filed on January 28, 2021 .

3.1.10	Certificate of Amendment of Certificate of Incorporation of the Company, filed with the Delaware Secretary of State on November 14, 2022	Filed herewith.

31.1	Chief Executive Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	Filed herewith.

31.2	Chief Financial Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	Filed herewith.

32.1	Chief Executive Officer Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	Filed herewith.

32.2	Chief Financial Officer Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	Filed herewith.

101.INS	Inline XBRL Instance Document	The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document.

101.SCH	Inline XBRL Taxonomy Extension Schema Document	Filed herewith.

101.CAL	Inline XBRL Taxonomy Calculation Linkbase Document	Filed herewith.

101.LAB	Inline XBRL Taxonomy Label Linkbase Document	Filed herewith.

101.PRE	Inline XBRL Taxonomy Presentation Linkbase Document	Filed herewith.

101.DEF	Inline XBRL Taxonomy Definition Document	Filed herewith.

104	Cover Page Interactive Data File	Formatted as Inline XBRL and contained in Exhibit 101

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SIGNATURES

In accordance with the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Axos Financial, Inc.

Dated:

January 26, 2023

By:

/s/ Gregory Garrabrants

Gregory Garrabrants
President and Chief Executive Officer
(Principal Executive Officer)

Dated:

January 26, 2023

By:

/s/ Derrick K. Walsh

Derrick K. Walsh
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)

Axos Financial - 10-Q quarterly report FY2023 Q2

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