Axos Financial - 10-Q quarterly report FY2023 Q3

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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 March 31, 2023


☐			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: 59,112,591 shares of common stock, $0.01 par value per share, as of April 21, 2023.

Table of Contents

AXOS FINANCIAL, INC.

INDEX


			Page
PART I – FINANCIAL INFORMATION			1

ITEM 1. FINANCIAL STATEMENTS			1
Condensed Consolidated Balance Sheets (unaudited) as of Marc h 31, 202 3 and June 30, 2022			1
Condensed Consolidated Statements of Income (unaudited) for the three and nine months ended March 31, 2023 and 2022			2
Condensed Consolidated Statements of Comprehensive Income (unaudited) for the three and nine months ended March 31, 202 3 and 20 2 2			3
Condensed Consolidated Statements of Stockholders’ Equity (unaudited) for the three and nine months ended March 31, 2023 and 2022			4
Condensed Consolidated Statements of Cash Flows (unaudited) for the nine months ended March 31, 202 3 and 202 2			6
Notes to Condensed Consolidated Financial Statements			8

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS			30
SELECTED FINANCIAL INFORMATION			33
RESULTS OF OPERATIONS			35
FINANCIAL CONDITION			46
LIQUIDITY			50
OFF-BALANCE SHEET COMMITMENTS			50
CAPITAL RESOURCES AND REQUIREMENTS			51


ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK			53

ITEM 4. CONTROLS AND PROCEDURES			55

PART II – OTHER INFORMATION			56

ITEM 1. LEGAL PROCEEDINGS			56

ITEM 1A. RISK FACTORS			56

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

ITEM 3. DEFAULTS UPON SENIOR SECURITIES			57

ITEM 4. MINE SAFETY DISCLOSURES			57

ITEM 5. OTHER INFORMATION			57

ITEM 6. EXHIBITS			57

SIGNATURES			58

Table of Contents

PART I – FINANCIAL INFORMATION

ITEM 1.FINANCIAL STATEMENTS

AXOS FINANCIAL, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)


(Dollars in thousands, except par and stated value)	March 31, 2023		June 30, 2022
ASSETS
Cash and cash equivalents	$	2,324,022	$	1,202,587
Cash segregated for regulatory purposes	180,202		372,112

Total cash, cash equivalents, and cash segregated	2,504,224		1,574,699
Securities:
Trading	400		1,758
Available-for-sale	279,612		262,518

Stock of regulatory agencies	20,889		20,368
Loans held for sale, carried at fair value	7,920		4,973
Loans held for sale, lower of cost or fair value	303		10,938
Loans—net of allowance for credit losses of $161,293 as of March 31, 2023 and $148,617 as of June 30, 2022	15,836,255		14,091,061



Mortgage servicing rights, carried at fair value	25,396		25,213


Securities borrowed	87,293		338,980
Customer, broker-dealer and clearing receivables	323,359		417,417
Goodwill and other intangible assets—net	154,928		156,405
Other assets	541,902		496,835
TOTAL ASSETS	$	19,782,481	$	17,401,165

LIABILITIES AND STOCKHOLDERS’ EQUITY
Deposits:
Non-interest bearing	3,172,791		5,033,970
Interest bearing	13,566,078		8,912,452
Total deposits	16,738,869		13,946,422

Advances from the Federal Home Loan Bank	90,000		117,500
Borrowings, subordinated notes and debentures	334,330		445,244

Securities loaned	114,613		474,400
Customer, broker-dealer and clearing payables	406,092		511,654
Accounts payable and other liabilities	254,473		262,972
Total liabilities	17,938,377		15,758,192
COMMITMENTS AND CONTINGENCIES (Note 8)
STOCKHOLDERS’ EQUITY:




Common stock—$0.01 par value; 150,000,000 shares authorized; 69,340,533 shares issued and 59,355,124 shares outstanding as of March 31, 2023; 68,859,722 shares issued and 59,777,949 shares outstanding as of June 30, 2022	694		689
Additional paid-in capital	472,933		453,784
Accumulated other comprehensive income (loss)—net of tax	(5,573)		(2,933)
Retained earnings	1,648,253		1,428,444
Treasury stock, at cost; 9,985,409 shares as of March 31, 2023 and 9,081,773 shares as of June 30, 2022	(272,203)		(237,011)
Total stockholders’ equity	1,844,104		1,642,973
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	19,782,481	$	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				Nine Months Ended
	March 31,				March 31,
(Dollars in thousands, except earnings per common share)	2023		2022		2023		2022
INTEREST AND DIVIDEND INCOME:
Loans, including fees	$	279,864	$	153,873	$	743,863	$	452,518
Securities borrowed and customer receivables	5,137		3,833		13,842		16,050
Investments	22,333		2,475		53,003		6,999
Total interest and dividend income	307,334		160,181		810,708		475,567
INTEREST EXPENSE:
Deposits	98,439		6,924		202,292		22,441
Advances from the Federal Home Loan Bank	4,454		973		12,121		2,962
Securities loaned	1,307		152		3,317		621
Other borrowings	4,152		2,594		13,611		7,795
Total interest expense	108,352		10,643		231,341		33,819
Net interest income	198,982		149,538		579,367		441,748
Provision for credit losses	5,500		4,500		17,750		12,500
Net interest income, after provision for credit losses	193,482		145,038		561,617		429,248
NON-INTEREST INCOME:








Broker-dealer fee income	13,745		5,174		32,735		17,968

Advisory fee income	6,879		7,739		20,821		21,078
Banking and service fees	8,443		7,278		25,100		22,444
Mortgage banking income	1,107		5,790		5,113		15,700
Prepayment penalty fee income	2,072		2,793		4,014		9,073
Total non-interest income	32,246		28,774		87,783		86,263
NON-INTEREST EXPENSE:
Salaries and related costs	53,046		43,133		149,762		123,849
Data processing	15,808		12,274		44,462		36,565
Depreciation and amortization	5,671		6,061		17,722		18,574
Advertising and promotional	11,786		3,357		29,055		10,131
Professional services	6,747		4,346		23,289		14,834
Occupancy and equipment	3,873		3,742		11,610		10,265
FDIC and regulatory fees	3,859		3,115		11,163		7,856
Broker-dealer clearing charges	3,356		3,561		9,924		11,244
General and administrative expense	6,898		7,230		37,672		23,951
Total non-interest expense	111,044		86,819		334,659		257,269
INCOME BEFORE INCOME TAXES	114,684		86,993		314,741		258,242
INCOME TAXES	34,834		25,170		94,932		75,422
NET INCOME	$	79,850	$	61,823	$	219,809	$	182,820

COMPREHENSIVE INCOME	$	81,222	$	58,853	$	217,169	$	178,687
Basic earnings per common share	$	1.33	$	1.04	$	3.67	$	3.07
Diluted earnings per common share	$	1.32	$	1.02	$	3.63	$	3.02

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				Nine Months Ended
	March 31,				March 31,
(Dollars in thousands)	2023		2022		2023		2022
NET INCOME	$	79,850	$	61,823	$	219,809	$	182,820
Net unrealized gain (loss) from available-for-sale securities, net of income tax expense (benefit) of $588 and $(1,238) for the three months and $(1,130) and $(1,726) for the nine months ended March 31, 2023 and 2022, respectively.	1,372		(2,970)		(2,640)		(4,133)


Other comprehensive income (loss)	1,372		(2,970)		(2,640)		(4,133)
Comprehensive income	$	81,222	$	58,853	$	217,169	$	178,687

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 March 31, 2023
	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—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
Net income			—	—	—	—			—		79,850		—		—		79,850
Other comprehensive income (loss)			—	—	—	—			—		—		1,372		—		1,372




Purchase of treasury stock			—	(849,081)	(849,081)	—			—		—		—		(31,605)		(31,605)


Stock-based compensation activity			186,942	17,184	204,126	2			7,583		—		—		(657)		6,928

BALANCE—March 31, 2023			69,340,533	(9,985,409)	59,355,124	$	694		$	472,933	$	1,648,253	$	(5,573)	$	(272,203)	$	1,844,104


		For the Nine Months Ended March 31, 2023
	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			—	—	—	—		—		219,809		—		—			219,809
Other comprehensive income (loss)			—	—	—	—		—		—		(2,640)		—			(2,640)




Purchase of treasury stock			—	(849,081)	(849,081)	—		—		—		—		(31,605)			(31,605)


Stock-based compensation activity			480,811	(54,555)	426,256	5		19,149		—		—		(3,587)			15,567

BALANCE—March 31, 2023			69,340,533	(9,985,409)	59,355,124	$	694	$	472,933	$	1,648,253	$	(5,573)	$	(272,203)		$	1,844,104

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 March 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—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
Net income			—	—	—	—			—		61,823		—		—		61,823
Other comprehensive income (loss)			—	—	—	—			—		—		(2,970)		—		(2,970)







Stock-based compensation activity			240,573	(76,353)	164,220	2			7,367		—		—		(3,794)		3,575

BALANCE—March 31, 2022			68,617,410	(8,954,615)	59,662,795	$	686		$	448,428	$	1,370,548	$	(1,626)	$	(232,451)	$	1,585,585


		For the Nine Months Ended March 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, 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			—	—	—	—		—		182,820		—		—			182,820
Other comprehensive income (loss)			—	—	—	—		—		—		(4,133)		—			(4,133)







Stock-based compensation activity			548,089	(203,238)	344,851	5		15,878		—		—		(9,921)			5,962

BALANCE—March 31, 2022			68,617,410	(8,954,615)	59,662,795	$	686	$	448,428	$	1,370,548	$	(1,626)	$	(232,451)		$	1,585,585

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)


	Nine Months Ended
	March 31,
(Dollars in thousands)	2023		2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	219,809	$	182,820
Adjustments to reconcile net income to net cash provided by operating activities:





Depreciation, amortization, and accretion	17,098		21,728
Stock-based compensation expense	19,154		15,883
Trading activity	1,358		1,617


Provision for credit losses	17,750		12,500

Deferred income taxes	(10,274)		(4,184)
Origination of loans held for sale	(158,500)		(569,614)


Unrealized and realized gains on loans held for sale	(5,650)		(15,964)
Proceeds from sale of loans held for sale	160,696		589,653
Amortization and change in fair value of mortgage servicing rights	375		(1,229)



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

Securities borrowed	251,687		344,444
Customer, broker-dealer and clearing receivables	94,058		(82,629)
Other assets	(29,287)		(112,859)

Securities loaned	(359,787)		(281,240)
Customer, broker-dealer and clearing payables	(105,562)		(45,960)
Accounts payable and other liabilities	6,322		14,516
Net cash provided by operating activities	119,247		69,482
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of available-for-sale investment securities	(30,000)		(107,286)


Proceeds from sale and repayment of available-for-sale investment securities	9,735		130,300
Purchase of stock of regulatory agencies	(108,724)		(22,739)
Proceeds from redemption of stock of regulatory agencies	108,724		22,739
Origination of loans held for investment	(6,235,451)		(7,173,040)
Proceeds from sale of loans originally classified as held for investment	14,185		106,324
Mortgage warehouse loans activity, net	118,185		191,291
Proceeds from sales of other real estate owned and repossessed assets	2,311		7,968
Proceeds from BOLI claim settlement	2,778		—
Acquisition of business activity, net of cash acquired	(5,531)		(54,597)
Purchases of loans and leases, net of discounts and premiums	(914)		(31,496)
Principal repayments on loans	4,336,424		5,218,247
Purchases of furniture, equipment, software and intangibles	(19,698)		(11,817)
Net cash used in investing activities	(1,807,976)		(1,724,106)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net increase in deposits	2,792,446		1,917,205

Payments of the Federal Home Loan Bank term advances	(27,500)		(15,000)
Net repayment of Federal Home Loan Bank other advances	—		(186,000)
Net (repayments) proceeds of other borrowings	(111,500)		11,800



Tax payments related to settlement of restricted stock units	(3,587)		(9,921)

Purchase of treasury stock	(31,605)		—

Payment of debt issuance costs	—		(1,923)
Proceeds from issuance of subordinated notes	—		150,000
Net cash provided by financing activities	2,618,254		1,866,161

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AXOS FINANCIAL, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)


	Nine Months Ended
	March 31,
(Dollars in thousands)	2023		2022
NET CHANGE IN CASH AND CASH EQUIVALENTS	929,525		211,537
CASH AND CASH EQUIVALENTS—Beginning of year	$	1,574,699	$	1,037,777
CASH AND CASH EQUIVALENTS—End of period	$	2,504,224	$	1,249,314



SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest paid on deposits and borrowed funds	$	228,369	$	31,974
Income taxes paid	108,272		80,512
Transfers to other real estate and repossessed vehicles	8,206		1,186
Transfers from loans held for investment to loans held for sale	14,185		105,884
Transfers from loans held for sale to loans held for investment	690		1,410
Operating lease liabilities for obtaining right of use assets	1,110		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 NINE MONTH PERIODS ENDED MARCH 31, 2023 AND 2022

(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, the Bank and Axos Nevada Holding comprise substantially all of the Company's assets and liabilities and revenues and expenses. 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 nine months ended March 31, 2023 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 nine months ended March 31, 2022 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 nine months ended March 31, 2022 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 plans to adopt these ASUs in fiscal year 2024 and while it is still evaluating the impact on its Consolidated Financial Statements, the Company does not expect the 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 nine months ended March 31, 2022 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 March 31, 2022 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 Nine Months Ended March 31, 2022

Non-interest income

25,136

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 March 31, 2023 and June 30, 2022 are classified in their entirety based on the lowest level of input significant to the fair value measurement.


	March 31, 2023
(Dollars in thousands)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
ASSETS:
Securities—Trading: Municipal		$	400	$	—	$	400
Securities—Available-for-sale:

Agency MBS1		22,782		—		22,782
Non-Agency MBS2		—		206,300		206,300
Municipal		3,384		—		3,384
Asset-backed securities and structured notes		47,146		—		47,146
Total—Securities—Available-for-sale		$	73,312	$	206,300	$	279,612
Loans held for sale		$	7,920	$	—	$	7,920
Mortgage servicing rights		$	—	$	25,396	$	25,396
Other assets—Derivative instruments		$	—	$	381	$	381
LIABILITIES:
Other liabilities—Derivative instruments		$	—	$	1,037	$	1,037

	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
	March 31, 2023
(Dollars in thousands)	Securities – Available-for-Sale: Non-Agency MBS		Mortgage Servicing Rights1		Derivative Instruments, net		Total
Opening balance	$	175,123	$	25,526	$	18	$	200,667


Total gains or losses for the period:


Included in earnings—Mortgage banking income	—		(282)		(674)		(956)
Included in other comprehensive income	1,231		—		—		1,231
Purchases, retentions, issues, sales and settlements:
Purchases/Retentions	30,000		152		—		30,152


Settlements	(54)		—		—		(54)

Closing balance	$	206,300	$	25,396	$	(656)	$	231,040

Change in unrealized gains or losses for the period included in earnings for assets held at the end of the reporting period	$	—	$	(282)	$	(674)	$	(956)

	For the Nine Months Ended
	March 31, 2023
(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	—		(375)		(1,120)		(1,495)
Included in other comprehensive income	(3,384)		—		—		(3,384)
Purchases, retentions, issues, sales and settlements:
Purchases/Retentions	30,000		558		—		30,558


Settlements	(7,130)		—		—		(7,130)

Closing balance	$	206,300	$	25,396	$	(656)	$	231,040

Change in unrealized gains or losses for the period included in earnings for assets held at the end of the reporting period	$	—	$	(375)	$	(1,120)	$	(1,495)

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 $0.2 million and $0.7 million for the three and nine months ended March 31, 2023, respectively, and a decrease in MSR value resulting from market-driven changes in interest rates of $0.1 million for the three months ended March 31, 2023 and an increase of $0.3 million for the nine months ended March 31, 2023. Additions to mortgage servicing rights were retained upon sale of loans held for sale.

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	For the Three Months Ended
	March 31, 2022
(Dollars in thousands)	Securities – Available-for-Sale: Non-Agency MBS		Mortgage Servicing Rights1		Derivative Instruments, net		Total
Opening balance	$	58,752	$	20,110	$	1,377	$	80,239


Total gains or losses for the period:


Included in earnings—Mortgage banking income	—		2,316		(227)		2,089
Included in other comprehensive income	(1,841)		—		—		(1,841)
Purchases, retentions, issues, sales and settlements:
Purchases/Retentions	95,000		1,093		—		96,093


Settlements	(432)		—		—		(432)

Closing balance	$	151,479	$	23,519	$	1,150	$	176,148

Change in unrealized gains or losses for the period included in earnings for assets held at the end of the reporting period	$	—	$	2,316	$	(227)	$	2,089

	For the Nine Months Ended
	March 31, 2022
(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	—		1,229		(1,055)		174
Included in other comprehensive income	(2,480)		—		—		(2,480)
Purchases, retentions, issues, sales and settlements:
Purchases/Retentions	95,000		4,379		—		99,379


Settlements	(8,656)		—		—		(8,656)

Closing balance	$	151,479	$	23,519	$	1,150	$	176,148

Change in unrealized gains or losses for the period included in earnings for assets held at the end of the reporting period	$	—	$	1,229	$	(1,055)	$	174

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 $0.8 million and $3.6 million for the three and nine months ended March 31, 2022, respectively, and an increase in MSR value resulting from market-driven changes in interest rates of $3.1 million and $4.9 million for the three and nine months ended March 31, 2022, 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:

March 31, 2023

(Dollars in thousands)

Fair Value

Valuation Technique

Unobservable Input

Range (Weighted Average)

Securities – Non-agency MBS

206,300

Discounted Cash Flow

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

0.0 to 30.0% (23.0%)

0.0 to 5.1% (2.3%)

0.0 to 68.7% (28.5%)

2.6 to 6.4% (2.7%)

Mortgage Servicing Rights

25,396

Discounted Cash Flow

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

4.6 to 33.1% (9.8%)

0.4 to 15.9 (9.3)

9.5 to 11.5% (9.6%)

Derivative Instruments

(656)

Sales Comparison Approach

Projected Sales Profit of Underlying Loans

-1.6 to 0.7% (-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:


	March 31, 2023
(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	$	—	$	—	$	4,344	$	4,344



Autos	$	—	$	—	$	958	$	958
Total	$	—	$	—	$	5,302	$	5,302


	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 $535 thousand and $30 thousand for the three months ended March 31, 2023 and March 31, 2022, respectively, and $1,499 thousand and $79 thousand for the nine months ended March 31, 2023 and March 31, 2022, 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 March 31, 2023 and June 30, 2022.

As of March 31, 2023 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)	March 31, 2023		June 30, 2022
Aggregate fair value	$	7,920	$	4,973
Contractual balance	7,663		4,881
Unrealized gain	$	257	$	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 Nine Months Ended
	March 31,				March 31,
(Dollars in thousands)	2023		2022		2023		2022
Interest income	$	99	$	204	$	252	$	598
Change in fair value	51		(1,041)		(280)		(2,019)
Total	$	150	$	(837)	$	(28)	$	(1,421)

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:

March 31, 2023

(Dollars in thousands)

Fair Value

Valuation Technique

Unobservable Input

Range (Weighted Average) 1

Other real estate owned and repossessed vehicles:

Single family real estate

4,344

Sales comparison approach

Adjustment for differences between the comparable sales

3.5 to 12.1% (4.1%)

Autos

958

Sales comparison approach

Adjustment for differences between the comparable sales

-15.6 to 0.0% (-5.3%)

June 30, 2022

(Dollars in thousands)

Fair Value

Valuation Technique

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 March 31, 2023 and June 30, 2022 were:


	March 31, 2023
			Fair Value
(Dollars in thousands)	Carrying Amount		Level 1		Level 2		Level 3		Total Fair Value
Financial assets:
Cash and cash equivalents	$	2,504,224	$	2,504,224	$	—	$	—	$	2,504,224
Securities—trading	400		—		400		—		400
Securities—available-for-sale	279,612		—		73,312		206,300		279,612

Loans held for sale, at fair value	7,920		—		7,920		—		7,920
Loans held for sale, at lower of cost or fair value	303		—		—		303		303
Loans held for investment—net	15,836,255		—		—		15,866,421		15,866,421
Securities borrowed	87,293		—		—		95,263		95,263
Customer, broker-dealer and clearing receivables	323,359		—		—		336,843		336,843

Mortgage servicing rights	25,396		—		—		25,396		25,396
Financial liabilities:
Total deposits	16,738,869		—		16,675,440		—		16,675,440

Advances from the Federal Home Loan Bank	90,000		—		83,681		—		83,681
Borrowings, subordinated notes and debentures	334,330		—		299,981		—		299,981
Securities loaned	114,613		—		—		114,556		114,556
Customer, broker-dealer and clearing payables	406,092		—		—		406,092		406,092


	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 March 31, 2023 and June 30, 2022 were:


	March 31, 2023
	Trading		Available-for-sale
(Dollars in thousands)	Fair Value		Amortized Cost		Unrealized Gains		Unrealized Losses		Fair Value
Mortgage-backed securities (MBS):
U.S. agencies1	$	—	$	25,620	$	—	$	(2,838)	$	22,782
Non-agency2	—		210,487		1,508		(5,695)		206,300
Total mortgage-backed securities	—		236,107		1,508		(8,533)		229,082
Non-MBS:

Municipal	400		3,624		—		(240)		3,384
Asset-backed securities and structured notes	—		47,000		146		—		47,146
Total Non-MBS	400		50,624		146		(240)		50,530
Total debt securities	$	400	$	286,731	$	1,654	$	(8,773)	$	279,612


	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 nine months ended March 31, 2023 and March 31, 2022. Based on the underlying government guarantees and other credit protection supporting our securities, no allowance for credit losses for available-for-sale debt securities was recorded at March 31, 2023 and June 30, 2022. The Company’s analysis is based on: (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 unrealized losses on available-for-sale securities are primarily driven by the increase in interest rates since the securities were purchased.

The Company’s non-agency MBS available-for-sale portfolio, with a total fair value of $206,300 at March 31, 2023, consists of 18 different issues of super senior securities.

The face amounts of debt securities available-for-sale pledged to secure borrowings at March 31, 2023 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:


	March 31, 2023
	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	$	1,657	$	(51)	$	21,051	$	(2,787)	$	22,708	$	(2,838)
Non-agency	84,059		(3,258)		47,310		(2,437)		131,369		(5,695)
Total MBS	85,716		(3,309)		68,361		(5,224)		154,077		(8,533)
Non-MBS:

Municipal debt	—		—		3,384		(240)		3,384		(240)

Total Non-MBS	—		—		3,384		(240)		3,384		(240)
Total debt securities	$	85,716	$	(3,309)	$	71,745	$	(5,464)	$	157,461	$	(8,773)

	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)

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 March 31, 2023, there were twenty-nine 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 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 March 31, 2023, one non-agency MBS with a total carrying amount of $1.5 million was determined to have cumulative credit losses of $0.8 million of which none was recognized in earnings during the three months ended March 31, 2023.

During the nine months ended March 31, 2023 the Company sold no available-for-sale securities.

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


(Dollars in thousands)	March 31, 2023		June 30, 2022
Available-for-sale debt securities—net unrealized gains (losses)	$	(7,119)	$	(3,349)
Available-for-sale debt securities (losses)	(845)		(845)

Subtotal	(7,964)		(4,194)
Tax benefit (expense)	2,391		1,261
Net unrealized gain (loss) on investment securities in accumulated other comprehensive income (loss)	$	(5,573)	$	(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 March 31, 2023
	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	$	25,620	2.10	%	$	5,087	2.05	%	$	12,293	2.09	%	$	6,459	2.18	%	$	1,781	1.99	%
Non-Agency3	210,487		5.58	%	6,868		4.13	%	200,227		5.61	%	1,822		5.84	%	1,570		8.59	%
Total Mortgage-Backed Securities	$	236,107	5.20	%	$	11,955	3.25	%	$	212,520	5.40	%	$	8,281	2.98	%	$	3,351	5.08	%
Non-RMBS

Municipal	3,624		3.57	%	—		—	%	—		—	%	—		—	%	3,624		3.57	%
Asset-backed securities and structured notes	47,000		9.53	%	47,000		9.53	%	—		—	%	—		—	%	—		—	%
Total Non-RMBS	$	50,624	9.10	%	$	47,000	9.53	%	$	—	—	%	$	—	—	%	$	3,624	3.57	%
Available-for-sale—Amortized Cost	$	286,731	5.89	%	$	58,955	8.26	%	$	212,520	5.40	%	$	8,281	2.98	%	$	6,975	4.30	%
Available-for-sale—Fair Value	$	279,612	5.91	%	$	58,326	8.26	%	$	207,028	5.40	%	$	7,494	2.98	%	$	6,764	4.30	%














Total available-for-sale securities	$	279,612	5.91	%	$	58,326	8.26	%	$	207,028	5.40	%	$	7,494	2.98	%	$	6,764	4.30	%

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, Alt-A or pay-option ARM mortgages and commercial mortgages.

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5. LOANS & ALLOWANCE FOR CREDIT LOSSES

The composition of the loan portfolio was:


(Dollars in thousands)	March 31, 2023		June 30, 2022
Single Family - Mortgage & Warehouse	$	4,087,525	$	3,988,462
Multifamily and Commercial Mortgage	3,082,801		2,877,680
Commercial Real Estate	5,794,304		4,781,044
Commercial & Industrial - Non-RE	2,454,839		2,028,128
Auto & Consumer	594,596		567,228
Other	6,240		11,134
Total gross loans and leases	16,020,305		14,253,676
Allowance for credit losses - loans	(161,293)		(148,617)
Unaccreted premiums (discounts) and loan and lease fees	(22,757)		(13,998)
Total net loans and leases	$	15,836,255	$	14,091,061

At March 31, 2023, the Company has pledged $9,308.2 million of loans to the Federal Reserve Bank of San Francisco and to the FHLB.

The provision for credit losses for the three and nine months ended March 31, 2023 was primarily driven by loan growth, changes in the macroeconomic environment, and changes in loan product mix.

Changes in the forecasts of macroeconomic variables drove improvements in the calculations relevant to the probability of default for the Multifamily and Commercial Real Estate portfolios. Loan growth and changes in the product mix within the Commercial and Industrial–Non RE portfolio resulted in an increased allowance.

Loan products within each portfolio contain varying collateral types which impact the estimate of the loss given default utilized in the calculation of the allowance. For further discussion of the model method of estimating expected lifetime credit losses to Note 1—“Organizations and Summary of Significant Accounting Policies” contained in the 2022 Form 10-K.

Activity in the allowance for credit losses by portfolio classes is as follows.


	For the Three Months Ended March 31, 2023
(Dollars in thousands)	Single Family-Mortgage & Warehouse		Multifamily and Commercial Mortgage		Commercial Real Estate		Commercial & Industrial - Non-RE		Auto & Consumer		Other		Total
Balance at January 1, 2023	$	19,631	$	15,457	$	72,168	$	36,038	$	13,903	$	21	$	157,218

Provision (benefit) for credit losses - loans	(1,583)		(1,156)		(3,782)		10,698		1,329		(6)		5,500

Charge-offs	(9)		—		—		—		(2,413)		—		(2,422)
Recoveries	413		—		—		—		584		—		997
Balance at March 31, 2023	$	18,452	$	14,301	$	68,386	$	46,736	$	13,403	$	15	$	161,293


	For the Three Months Ended March 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 January 1, 2022	$	25,580	$	13,628	$	67,581	$	22,716	$	10,921	$	63	$	140,489

Provision (benefit) for credit losses - loans	(3,797)		190		2,248		3,525		2,352		(18)		4,500
Charge-offs	—		—		—		—		(1,892)		—		(1,892)
Recoveries	6		—		—		27		242		—		275
Balance at March 31, 2022	$	21,789	$	13,818	$	69,829	$	26,268	$	11,623	$	45	$	143,372

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	For the Nine Months Ended March 31, 2023
(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	(1,347)		(354)		(953)		15,910		4,510		(16)		17,750

Charge-offs	(307)		—		—		—		(6,646)		—		(6,953)
Recoveries	436		—		—		18		1,425		—		1,879
Balance at March 31, 2023	$	18,452	$	14,301	$	68,386	$	46,736	$	13,403	$	15	$	161,293


	For the Nine Months Ended March 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, 2021	$	26,604	$	13,146	$	57,928	$	28,460	$	6,519	$	301	$	132,958

Provision (benefit) for credit losses - loans	(4,966)		495		11,901		(1,951)		7,277		(256)		12,500
Charge-offs	—		—		—		(322)		(2,926)		—		(3,248)
Recoveries	151		177		—		81		753		—		1,162
Balance at March 31, 2022	$	21,789	$	13,818	$	69,829	$	26,268	$	11,623	$	45	$	143,372

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



(Dollars in thousands)	As of March 31, 2023
Single Family - Mortgage & Warehouse	$	36,158
Multifamily and Commercial Mortgage	37,378
Commercial Real Estate	14,852
Commercial & Industrial - Non-RE	2,989
Auto & Consumer	2,029
Other	2,535
Total nonaccrual loans	$	95,941
Nonaccrual loans to total loans	0.60		%



(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 nine months ended March 31, 2023 and three and nine months ended March 31, 2022. There were no nonaccrual loans without an allowance for credit losses as of March 31, 2023 and June 30, 2022.

Approximately 1.30% of our nonaccrual loans at March 31, 2023 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.

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


	March 31, 2023
(Dollars in thousands)	Single Family-Mortgage & Warehouse		Multifamily and Commercial Mortgage		Commercial Real Estate		Commercial & Industrial - Non-RE		Auto & Consumer		Other		Total
Performing	$	4,051,367	$	3,045,423	$	5,779,452	$	2,451,850	$	592,567	$	3,705	$	15,924,364
Nonaccrual	36,158		37,378		14,852		2,989		2,029		2,535		95,941
Total	$	4,087,525	$	3,082,801	$	5,794,304	$	2,454,839	$	594,596	$	6,240	$	16,020,305


	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 March 31, 2023 or June 30, 2022.

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:


	March 31, 2023
	Loans Held for Investment Origination Year												Revolving Loans		Total
(Dollars in thousands)	2023		2022		2021		2020		2019		Prior
Single Family-Mortgage & Warehouse
Pass	$	620,354	$	1,372,470	$	544,804	$	340,800	$	263,386	$	691,390	$	162,377	$	3,995,581
Special Mention	—		1,993		5,010		8,094		14,061		11,851		—		41,009
Substandard	—		3,240		783		17,572		3,166		26,174		—		50,935
Doubtful	—		—		—		—		—		—		—		—
Total	620,354		1,377,703		550,597		366,466		280,613		729,415		162,377		4,087,525
Multifamily and Commercial Mortgage
Pass	505,162		973,106		504,075		329,470		225,553		435,306		—		2,972,672
Special Mention	—		15,695		4,653		1,894		8,249		—		—		30,491
Substandard	—		3,146		5,715		31,439		7,399		31,939		—		79,638
Doubtful	—		—		—		—		—		—		—		—
Total	505,162		991,947		514,443		362,803		241,201		467,245		—		3,082,801
Commercial Real Estate
Pass	1,100,680		2,500,719		828,507		124,981		118,000		4,000		946,724		5,623,611
Special Mention	—		11,250		26,305		9,618		800		15,000				62,973
Substandard	—		17,950		58,133		—		15,487		14,852		1,298		107,720
Doubtful	—		—		—		—		—		—				—
Total	1,100,680		2,529,919		912,945		134,599		134,287		33,852		948,022		5,794,304
Commercial & Industrial - Non-RE
Pass	398,508		367,212		31,722		23,784		2,898		5,575		1,599,806		2,429,505
Special Mention	—		8,348		—		—		—		—		13,997		22,345
Substandard	—		—		—		—		—		2,989		—		2,989
Doubtful	—		—		—		—		—		—		—		—
Total	398,508		375,560		31,722		23,784		2,898		8,564		1,613,803		2,454,839
Auto & Consumer
Pass	168,776		279,501		77,909		28,584		23,508		12,770		—		591,048
Special Mention	389		704		102		41		62		61		—		1,359
Substandard	368		1,007		403		200		204		7		—		2,189
Doubtful	—		—		—		—		—		—		—		—
Total	169,533		281,212		78,414		28,825		23,774		12,838		—		594,596
Other
Pass	1,287		—		1,425		—		—		940		—		3,652
Special Mention	—		—		53		—		—		—		—		53
Substandard	—		2,000		—		—		—		535		—		2,535
Doubtful	—		—		—		—		—		—		—		—
Total	1,287		2,000		1,478		—		—		1,475		—		6,240
Total
Pass	2,794,767		5,493,008		1,988,442		847,619		633,345		1,149,981		2,708,907		15,616,069
Special Mention	389		37,990		36,123		19,647		23,172		26,912		13,997		158,230
Substandard	368		27,343		65,034		49,211		26,256		76,496		1,298		246,006
Doubtful	—		—		—		—		—		—		—		—
Total	$	2,795,524	$	5,558,341	$	2,089,599	$	916,477	$	682,773	$	1,253,389	$	2,724,202	$	16,020,305
As a % of total gross loans	17.46%		34.70%		13.04%		5.72%		4.26%		7.82%		17.00%		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:


	March 31, 2023
(Dollars in thousands)	30-59 Days Past Due			60-89 Days Past Due			90+ Days Past Due			Total
Single Family-Mortgage & Warehouse	$	13,976		$	22,447		$	34,203		$	70,626
Multifamily and Commercial Mortgage	4,224			8,112			29,154			41,490
Commercial Real Estate	—			—			14,852			14,852

Auto & Consumer	4,949			1,431			1,411			7,791
Other	90			53			2,535			2,678
Total	$	23,239		$	32,043		$	82,155		$	137,437
As a % of total gross loans	0.15		%	0.20		%	0.51		%	0.86		%


	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 March 31, 2023 and June 30, 2022.

Loans in process of foreclosure were $24.0 million and $20.7 million as of March 31, 2023 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 March 31,
(Dollars in thousands)	2023		2022
BALANCE—beginning January 1	$	10,474	$	8,723
Provision (benefit)	—		1,000
BALANCE—end March 31	$	10,474	$	9,723


	Nine Months Ended March 31,
(Dollars in thousands)	2023		2022
BALANCE—beginning July 1	$	10,973	$	5,723
Provision (benefit)	(499)		4,000
BALANCE—end March 31	$	10,474	$	9,723

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6. STOCKHOLDERS’ 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 March 31, 2023, 1,347,923 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 $50.4 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	$	7,113
2024	22,261
2025	14,418
2026	5,561
2027	832
Thereafter	194
Total	$	50,379

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	735,938	38.52
Vested	(480,811)	34.17
Forfeited	(59,166)	40.56
Non-vested balance at March 31, 2023	1,546,724	$	42.10

The total fair value of shares vested for the three and nine months ended March 31, 2023 was $7.6 million and $19.7 million, respectively. The total fair value of shares vested for the three and nine months ended March 31, 2022 was $9.7 million and $24.6 million, respectively. The weighted-average remaining time period until vesting for restricted stock units as of March 31, 2023 was 1.3 years.

Common Stock Repurchases. During the three and nine months ended March 31, 2023, the Company repurchased $31.6 million of common stock at an average price of $37.22 per share. On April 26, 2023, the Board of Directors of the Company authorized a program to repurchase up to $100 million of its common stock. The new share repurchase authorization is in addition to the existing share repurchase plan approved on August 2, 2019, which had approximately $21 million remaining as of March 31, 2023. For additional information regarding the Company’s common stock repurchases, see Note 15—“Stockholders’ Equity” contained in the 2022 Form 10-K.

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7. EARNINGS PER COMMON SHARE

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


	Three Months Ended				Nine Months Ended
	March 31,				March 31,
(Dollars in thousands, except per share data)	2023		2022		2023		2022
Earnings Per Common Share



Net income	$	79,850	$	61,823	$	219,809	$	182,820
Average common shares issued and outstanding	59,930,634		59,542,128		59,928,263		59,476,488


Earnings per common share	$	1.33	$	1.04	$	3.67	$	3.07
Diluted Earnings Per Common Share
Net income	$	79,850	$	61,823	$	219,809	$	182,820
Average common shares issued and outstanding	59,930,634		59,542,128		59,928,263		59,476,488
Dilutive effect of average unvested RSUs	696,766		1,069,831		667,151		1,128,998
Total dilutive common shares outstanding	60,627,400		60,611,959		60,595,414		60,605,486
Diluted earnings per common share	$	1.32	$	1.02	$	3.63	$	3.02

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 March 31, 2023 in the corresponding fiscal years:



(Dollars in thousands)
Remainder of fiscal year 2023	$	2,747
2024	11,119
2025	11,296
2026	10,967
2027	11,031
Thereafter	29,861
Total lease payments	77,021
Less: amount representing interest	(7,291)
Total lease liability	$	69,730

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 March 31, 2023, the Company had unfunded commitments of $57.5 million in fixed rate loans and $2,816.0 million in variable rate loans, totaling an aggregate principal balance of $2,873.5 million. At March 31, 2023, the Company’s fixed rate commitments to originate had a weighted-average rate of 8.09%. At March 31, 2023, the Company also had commitments to sell $8.5 million in fixed rate loans and no commitments to sell variable rate loans.

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

In the normal course of business, Axos Clearing’s customer activities involve the execution, settlement, and financing of various customer securities transactions. These activities may expose Axos Clearing to off-balance-sheet risk in the event the

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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. 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 pending resolution of post-trial motions filed in a wrongful termination lawsuit upon which the derivative actions are based. The two derivative actions pending before the San Diego County Superior Court were dismissed without prejudice by court order entered on March 29, 2023, pursuant to a stipulation by 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. On March 29, 2023, the court held a hearing on such motions and while denying other relief sought by defendants, held that (1) a related settlement between the plaintiff and Epiq Systems, Inc. must be applied to reduce the verdict prior to prejudgment interest calculations, thereby reducing the net award for tortious interference from $15.8 million to $7.8 million; and (2) pre-judgment interest must be calculated from the mid-point between April 3, 2018, and the date of the judgment to the net tortious interference award. The court’s calculation methodology with respect to pre-judgment interest will save defendants approximately half of the statutory pre-judgement interest that would otherwise be due. 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 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 nine months ended March 31, 2023, respectively. Given the uncertainty of the appellate process, the potential for an appeal by the plaintiff, and other factors that are similarly unknown or currently unquantifiable, the Company has maintained its accrual at March 31, 2023.

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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 March 31, 2023
(Dollars in thousands)	Banking Business		Securities Business		Corporate/Eliminations		Axos Consolidated
Net interest income	$	196,249	$	6,335	$	(3,602)	$	198,982
Provision for credit losses	5,500		—		—		5,500
Non-interest income	10,685		38,298		(16,737)		32,246
Non-interest expense	98,252		25,138		(12,346)		111,044
Income before taxes	$	103,182	$	19,495	$	(7,993)	$	114,684



	For the Three Months Ended March 31, 2022
(Dollars in thousands)	Banking Business		Securities Business		Corporate/Eliminations		Axos Consolidated
Net interest income	$	147,828	$	3,377	$	(1,667)	$	149,538
Provision for credit losses	4,500		—		—		4,500
Non-interest income	15,741		15,609		(2,576)		28,774
Non-interest expense	65,076		20,242		1,501		86,819
Income before taxes	$	93,993	$	(1,256)	$	(5,744)	$	86,993



	For the Nine Months Ended March 31, 2023
(Dollars in thousands)	Banking Business		Securities Business		Corporate/Eliminations		Axos Consolidated
Net interest income	$	574,524	$	15,486	$	(10,643)	$	579,367
Provision for credit losses	17,750		—		—		17,750
Non-interest income	31,954		103,467		(47,638)		87,783
Non-interest expense	295,332		74,924		(35,597)		334,659
Income before taxes	$	293,396	$	44,029	$	(22,684)	$	314,741

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	For the Nine Months Ended March 31, 2022
(Dollars in thousands)	Banking Business		Securities Business		Corporate/Eliminations		Axos Consolidated
Net interest income	$	432,328	$	14,059	$	(4,639)	$	441,748
Provision for credit losses	12,500		—		—		12,500
Non-interest income	46,864		45,169		(5,770)		86,263
Non-interest expense	190,250		61,169		5,850		257,269
Income before taxes	$	276,442	$	(1,941)	$	(16,259)	$	258,242



	As of March 31, 2023
(Dollars in thousands)	Banking Business		Securities Business		Corporate/Eliminations		Axos Consolidated
Goodwill	$	35,721	$	61,952	$	—	$	97,673
Total Assets	$	18,940,271	$	765,295	$	76,915	$	19,782,481



	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 Nine Months Ended
	March 31,				March 31,
(Dollars in thousands)	2023		2022		2023		2022
Advisory fee income	$	6,879	$	7,739	$	20,821	$	21,078
Broker-dealer clearing fees	6,228		4,387		15,886		15,400
Deposit service fees	623		613		3,931		3,645
Card fees	737		946		3,670		2,910
Bankruptcy trustee and fiduciary service fees	1,566		877		4,506		2,725
Non-interest income (in-scope Topic 606)	16,033		14,562		48,814		45,758
Non-interest income (out-of-scope Topic 606)	16,213		14,212		38,969		40,505
Total non-interest income	$	32,246	$	28,774	$	87,783	$	86,263

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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 deposit balances and capital ratios, our ability to continue to grow profitably and increase our business, our ability to continue to diversify lending and deposit franchises, 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. Actual results and the timing of events could differ materially from those expressed or implied in such forward-looking statements as a result of risks and uncertainties, including without limitation our ability to successfully integrate acquisitions and realize the anticipated benefits of the transactions, changes in the interest rate environment, monetary policy, inflation, government regulation, general economic conditions, changes in the competitive marketplace, conditions in the real estate markets in which we operate, risks associated with credit quality, our ability to attract and retain deposits and access other sources of liquidity, and the outcome and effects of litigation and other factors beyond our reasonable control. These and other risks and uncertainties are discussed under the heading “Item 1A. Risk Factors” herein and in our 2022 Form 10-K, as supplemented by our Quarterly Report on Form 10-Q for the period ended December 31, 2022, which have been filed with the SEC, could case actual results to differ materially from those expressed or implied in any forward-looking statements. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date of this report. All forward-looking statements are qualified in their entirety by this cautionary statement, and 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 $19.8 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. 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.

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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.

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, low-cost 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				Nine Months Ended
	March 31,				March 31,
(Dollars in thousands, except per share amounts)	2023		2022		2023		2022
Net income	$	79,850	$	61,823	$	219,809	$	182,820
Acquisition-related costs	2,846		2,803		8,169		8,676

Other costs1	—		—		16,000		—
Tax effects of adjustments	(864)		(811)		(7,290)		(2,534)
Adjusted earnings (Non-GAAP)	$	81,832	$	63,815	$	236,688	$	188,962

Adjusted EPS (Non-GAAP)	$	1.35	$	1.05	$	3.91	$	3.12

1.Other costs for the nine months ended March 31, 2023 reflect an accrual in the first quarter of 2023 as a result of an adverse legal judgement that has not been finalized.

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:


	March 31,
(Dollars in thousands)		2023		2022


Common stockholders’ equity		$	1,844,104	$	1,585,585
Less: mortgage servicing rights, carried at fair value		25,396		23,519
Less: goodwill and other intangible assets		154,928		159,150
Tangible common stockholders’ equity (Non-GAAP)		$	1,663,780	$	1,402,916
Common shares outstanding at end of period		59,355,124		59,662,795
Tangible book value per common share (Non-GAAP)		$	28.03	$	23.51

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SELECTED FINANCIAL INFORMATION

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

AXOS FINANCIAL, INC. AND SUBSIDIARIES

SELECTED CONSOLIDATED FINANCIAL INFORMATION


(Dollars in thousands)	March 31, 2023			June 30, 2022			March 31, 2022
Selected Balance Sheet Data:
Total assets	$	19,782,481		$	17,401,165		$	16,080,950
Loans—net of allowance for credit losses	15,836,255			14,091,061			13,093,603
Loans held for sale, carried at fair value	7,920			4,973			19,611
Loans held for sale, lower of cost or fair value	303			10,938			11,182
Allowance for credit losses - loans	161,293			148,617			143,372
Securities—trading	400			1,758			366
Securities—available-for-sale	279,612			262,518			229,510

Securities borrowed	87,293			338,980			274,644
Customer, broker-dealer and clearing receivables	323,359			417,417			510,561
Total deposits	16,738,869			13,946,422			12,733,002

Advances from the FHLB	90,000			117,500			152,500
Borrowings, subordinated debentures and other borrowings	334,330			445,244			381,682
Securities loaned	114,613			474,400			447,748
Customer, broker-dealer and clearing payables	406,092			511,654			543,905
Total stockholders’ equity	1,844,104			1,642,973			1,585,585

Capital Ratios:
Equity to assets at end of period	9.32		%	9.44		%	9.86		%
Axos Financial, Inc.:
Tier 1 leverage (to adjusted average assets)	9.29		%	9.25		%	9.43		%
Common equity tier 1 capital (to risk-weighted assets)	10.71		%	9.86		%	10.23		%
Tier 1 capital (to risk-weighted assets)	10.71		%	9.86		%	10.23		%
Total capital (to risk-weighted assets)	13.63		%	12.73		%	13.30		%
Axos Bank:
Tier 1 leverage (to adjusted average assets)	10.17		%	10.65		%	10.51		%
Common equity tier 1 capital (to risk-weighted assets)	11.55		%	11.24		%	11.43		%
Tier 1 capital (to risk-weighted assets)	11.55		%	11.24		%	11.43		%
Total capital (to risk-weighted assets)	12.40		%	12.01		%	12.24		%
Axos Clearing LLC:
Net capital	$	79,459		$	38,915		$	39,109
Excess capital	$	74,377		$	32,665		$	31,612
Net capital as a percentage of aggregate debit items	31.27		%	12.45		%	10.43		%
Net capital in excess of 5% aggregate debit items	$	66,755		$	23,290		$	20,369

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AXOS FINANCIAL, INC. AND SUBSIDIARIES

SELECTED CONSOLIDATED FINANCIAL INFORMATION


	At or for the Three Months Ended						At or for the Nine Months Ended
	March 31,						March 31,
(Dollars in thousands, except per share data)	2023			2022			2023			2022
Selected Income Statement Data:
Interest and dividend income	$	307,334		$	160,181		$	810,708		$	475,567
Interest expense	108,352			10,643			231,341			33,819
Net interest income	198,982			149,538			579,367			441,748
Provision for credit losses	5,500			4,500			17,750			12,500
Net interest income after provision for credit losses	193,482			145,038			561,617			429,248
Non-interest income	32,246			28,774			87,783			86,263
Non-interest expense	111,044			86,819			334,659			257,269
Income before income tax expense	114,684			86,993			314,741			258,242
Income tax expense	34,834			25,170			94,932			75,422
Net income	$	79,850		$	61,823		$	219,809		$	182,820


Per Common Share Data:
Net income:
Basic	$	1.33		$	1.04		$	3.67		$	3.07
Diluted	$	1.32		$	1.02		$	3.63		$	3.02
Adjusted earnings per common share (Non-GAAP)1	$	1.35		$	1.05		$	3.91		$	3.12
Book value per common share	$	31.07		$	26.58		$	31.07		$	26.58
Tangible book value per common share (Non-GAAP)1	$	28.03		$	23.51		$	28.03		$	23.51

Weighted average number of common shares outstanding:
Basic	59,930,634			59,542,128			59,928,263			59,476,488
Diluted	60,627,400			60,611,959			60,595,414			60,605,486
Common shares outstanding at end of period	59,355,124			59,662,795			59,355,124			59,662,795
Common shares issued at end of period	69,340,533			68,617,410			69,340,533			68,617,410

Performance Ratios and Other Data:
Loan originations for investment	$	1,735,651		$	2,363,599		$	6,235,451		$	6,981,749
Loan originations for sale	45,200			166,327			158,500			569,614

Return on average assets	1.71		%	1.59		%	1.60		%	1.63		%
Return on average common stockholders’ equity	17.42		%	15.89		%	16.73		%	16.33		%
Interest rate spread2	3.46		%	3.84		%	3.57		%	3.93		%
Net interest margin3	4.42		%	4.02		%	4.41		%	4.11		%
Net interest margin3 – Banking Business Segment	4.50		%	4.21		%	4.56		%	4.33		%
Efficiency ratio4	48.02		%	51.26		%	50.16		%	48.72		%
Efficiency ratio4 – Banking Business Segment	47.48		%	39.79		%	48.70		%	39.70		%

Asset Quality Ratios:
Net annualized charge-offs to average loans	0.04		%	0.05		%	0.04		%	0.02		%
Non-performing loans and leases to total loans	0.60		%	1.05		%	0.60		%	1.05		%
Non-performing assets to total assets	0.51		%	0.87		%	0.51		%	0.87		%
Allowance for credit losses - loans to total loans held for investment	1.01		%	1.08		%	1.01		%	1.08		%
Allowance for credit losses - loans to non-performing loans	168.12		%	103.33		%	168.12		%	103.33		%

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 Nine Months Ended March 31, 2023 and 2022

For the three months ended March 31, 2023, we had net income of $79.9 million, or $1.32 per diluted share, compared to net income of $61.8 million, or $1.02 per diluted share, for the three months ended March 31, 2022. For the nine months ended March 31, 2023, we had net income of $219.8 million, or $3.63 per diluted share, compared to net income of $182.8 million, or $3.02 per diluted share for the nine months ended March 31, 2022.

Net Interest Income

Net interest income for the three and nine months ended March 31, 2023 totaled $199.0 million and $579.4 million, an increase of 33.1% and 31.2%, compared to net interest income of $149.5 million and $441.7 million for the three and nine months ended March 31, 2022, respectively. The increases for the three and nine months were primarily due to higher rates earned and higher average balances in the loan portfolio, partially offset by higher rates paid on deposits and increased deposit balances.

Total interest and dividend income during the three and nine months ended March 31, 2023 increased 91.9% to $307.3 million and 70.5% to $810.7 million, compared to $160.2 million and $475.6 million during the three and nine months ended March 31, 2022, respectively. The increases in interest and dividend income for the three and nine months ended March 31, 2023 were primarily attributable to higher rates earned, higher average balances in the loan portfolio and higher rates on deposits placed with other financial institutions.

Total interest expense was $108.4 million for the three months ended March 31, 2023, an increase of $97.7 million or 918.1% compared with the three months ended March 31, 2022. Total interest expense was $231.3 million for the nine months ended March 31, 2023, an increase of $197.5 million or 584.1% compared with the nine months ended March 31, 2022. The increases for the three and nine months ended March 31, 2023 were primarily attributable to higher rates paid on deposits. Also contributing to the increase was increased average balances of deposits and higher rates paid on FHLB advances.

Net interest margin, defined as annualized net interest income divided by average earning assets, increased 40 basis points to 4.42% for the three months ended March 31, 2023 from 4.02% for the three months ended March 31, 2022, and increased 30 basis points to 4.41% for the nine months ended March 31, 2023 from 4.11% for the nine months ended March 31, 2022. During the three and nine months ended March 31, 2023, the primary contributor to the 40 and 30 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
	March 31,
	2023						2022
(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	$	15,842,029	$	279,864	7.07	%	$	12,842,705	$	153,873	4.79	%
Interest-earning deposits in other financial institutions	1,551,428		18,014		4.64	%	1,286,665		671		0.21	%
Mortgage-backed and other investment securities4	263,914		3,978		6.03	%	162,400		1,546		3.81	%
Securities borrowed and margin lending5	335,125		5,137		6.13	%	563,018		3,833		2.72	%
Stock of the regulatory agencies	19,457		341		7.01	%	21,333		258		4.84	%
Total interest-earning assets	18,011,953		307,334		6.83	%	14,876,121		160,181		4.31	%
Non-interest-earning assets	642,308						731,997
Total assets	$	18,654,261					$	15,608,118
Liabilities and Stockholders’ Equity:
Interest-bearing demand and savings	$	10,707,667	$	89,772	3.35	%	$	6,922,600	$	3,808	0.22	%
Time deposits	1,181,342		8,667		2.93	%	1,194,452		3,116		1.04	%
Securities loaned	198,814		1,307		2.63	%	365,808		152		0.17	%

Advances from the FHLB	429,689		4,454		4.15	%	289,289		973		1.35	%
Borrowings, subordinated notes and debentures	338,175		4,152		4.91	%	295,910		2,594		3.51	%
Total interest-bearing liabilities	12,855,687		108,352		3.37	%	9,068,059		10,643		0.47	%
Non-interest-bearing demand deposits	3,312,618						4,210,508
Other non-interest-bearing liabilities	652,524						772,800
Stockholders’ equity	1,833,432						1,556,751
Total liabilities and stockholders’ equity	$	18,654,261					$	15,608,118
Net interest income			$	198,982					$	149,538
Interest rate spread6					3.46	%					3.84	%
Net interest margin7					4.42	%					4.02	%

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 Nine Months Ended
	March 31,
	2023						2022
(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	$	15,348,412	$	743,863	6.46	%	$	12,202,523	$	452,518	4.94	%
Interest-earning deposits in other financial institutions	1,483,191		40,975		3.68	%	1,232,100		1,904		0.21	%
Mortgage-backed and other investment securities4	261,282		10,854		5.54	%	152,623		4,304		3.76	%
Securities borrowed and margin lending5	399,246		13,842		4.62	%	718,956		16,050		2.98	%
Stock of the regulatory agencies	22,161		1,174		7.06	%	20,845		791		5.06	%
Total interest-earning assets	17,514,292		810,708		6.17	%	14,327,047		475,567		4.43	%
Non-interest-earning assets	799,594						624,184
Total assets	$	18,313,886					$	14,951,231
Liabilities and Stockholders’ Equity:
Interest-bearing demand and savings	$	9,466,664	$	182,509	2.57	%	$	6,683,286	$	11,674	0.23	%
Time deposits	1,161,502		19,783		2.27	%	1,297,870		10,767		1.11	%
Securities loaned	343,561		3,317		1.29	%	489,189		621		0.17	%

Advances from the FHLB	534,411		12,121		3.02	%	285,547		2,962		1.38	%
Borrowings, subordinated notes and debentures	364,521		13,611		4.98	%	264,523		7,795		3.93	%
Total interest-bearing liabilities	11,870,659		231,341		2.60	%	9,020,415		33,819		0.50	%
Non-interest-bearing demand deposits	3,916,959						3,678,067
Other non-interest-bearing liabilities	773,961						760,083
Stockholders’ equity	1,752,307						1,492,666
Total liabilities and stockholders’ equity	$	18,313,886					$	14,951,231
Net interest income			$	579,367					$	441,748
Interest rate spread6					3.57	%					3.93	%
Net interest margin7					4.41	%					4.11	%

1Average balances are obtained from daily data.

2Annualized.

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

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

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 Nine Months Ended
	March 31,				March 31,
	2023 vs 2022				2023 vs 2022
	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	$	41,470	$	84,521	$	125,991	$	132,822	$	158,523	$	291,345

Interest-earning deposits in other financial institutions	168		17,175		17,343		475		38,596		39,071
Mortgage-backed and other investment securities	1,259		1,173		2,432		3,934		2,616		6,550
Securities borrowed and margin lending	(2,025)		3,329		1,304		(8,891)		6,683		(2,208)
Stock of the regulatory agencies	(25)		108		83		53		330		383
	$	40,847	$	106,306	$	147,153	$	128,393	$	206,748	$	335,141
Increase / (decrease) in interest expense:
Interest-bearing demand and savings	$	3,182	$	82,782	$	85,964	$	6,718	$	164,117	$	170,835
Time deposits	(34)		5,585		5,551		(1,239)		10,255		9,016
Securities loaned	(102)		1,257		1,155		(239)		2,935		2,696

Advances from the FHLB	660		2,821		3,481		3,875		5,284		9,159
Borrowings, subordinated notes and debentures	411		1,147		1,558		3,408		2,408		5,816
	$	4,117	$	93,592	$	97,709	$	12,523	$	184,999	$	197,522

Provision for Credit Losses

The provision for credit losses was $5.5 million for the three months ended March 31, 2023 compared to $4.5 million for the three months ended March 31, 2022. The provision for credit losses was $17.8 million for the nine months ended March 31, 2023 compared to $12.5 million for the nine months ended March 31, 2022. The provision for credit losses for the three and nine months ended March 31, 2023 was primarily driven by loan growth, changes in the macroeconomic environment, 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 Nine Months Ended
	March 31,						March 31,
(Dollars in thousands)	2023		2022		Inc (Dec)		2023		2022		Inc (Dec)









Broker-dealer fee income	$	13,745	$	5,174	$	8,571	$	32,735	$	17,968	$	14,767
Advisory fee income	6,879		7,739		(860)		20,821		21,078		(257)
Banking and service fees	8,443		7,278		1,165		25,100		22,444		2,656
Mortgage banking income	1,107		5,790		(4,683)		5,113		15,700		(10,587)
Prepayment penalty fee income	2,072		2,793		(721)		4,014		9,073		(5,059)

Total non-interest income	$	32,246	$	28,774	$	3,472	$	87,783	$	86,263	$	1,520

Non-interest income increased $3.5 million to $32.2 million for the three months ended March 31, 2023 compared to the three months ended March 31, 2022. The increase was primarily the result of higher broker-dealer fee income driven by higher rates earned on cash sorting balances at non-affiliated banks, partially offset by lower average cash sorting balances. Also contributing to the increase was higher banking and service fees. The overall increase was partially offset by lower mortgage banking income from the impact of changes in the fair value of our MSRs, as well as higher mortgage rates contributing to lower originations. Also contributing to the offset 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.

Non-interest income increased $1.5 million to $87.8 million for the nine months ended March 31, 2023 compared to the nine months ended March 31, 2022. The increase was primarily the result of higher broker-dealer fee income driven by higher rates earned on cash sorting balances at non-affiliated banks. Also contributing to the increase was higher banking and service fees. The overall increase was partially offset by 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 offset was lower prepayment penalty fee income due to slower prepayments.

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 Nine Months Ended
	March 31,						March 31,
(Dollars in thousands)	2023		2022		Inc (Dec)		2023		2022		Inc (Dec)
Salaries and related costs	$	53,046	$	43,133	$	9,913	$	149,762	$	123,849	$	25,913
Data processing	15,808		12,274		3,534		44,462		36,565		7,897
Depreciation and amortization	5,671		6,061		(390)		17,722		18,574		(852)
Advertising and promotional	11,786		3,357		8,429		29,055		10,131		18,924
Professional services	6,747		4,346		2,401		23,289		14,834		8,455
Occupancy and equipment	3,873		3,742		131		11,610		10,265		1,345
FDIC and regulatory fees	3,859		3,115		744		11,163		7,856		3,307

Broker-dealer clearing charges	3,356		3,561		(205)		9,924		11,244		(1,320)
General and administrative expense	6,898		7,230		(332)		37,672		23,951		13,721
Total non-interest expenses	$	111,044	$	86,819	$	24,225	$	334,659	$	257,269	$	77,390

Non-interest expense was $111.0 million for the three months ended March 31, 2023, compared to $86.8 million for the three months ended March 31, 2022. Non-interest expense was $334.7 million for the nine months ended March 31, 2023, up from $257.3 million for the nine months ended March 31, 2022. The increases for the three and the nine months ended March 31, 2023 were primarily due to higher salaries and related costs, advertising and promotional expenses, data processing, professional services, and for the nine months ended March 31, 2023, higher general and administrative expenses.

Total salaries and related costs increased $9.9 million to $53.0 million for the three months ended March 31, 2023 compared to $43.1 million for the three months ended March 31, 2022 and increased $25.9 million to $149.8 million for the nine months ended March 31, 2023 compared to $123.8 million for the nine months ended March 31, 2022. The increases in compensation expense for the three and nine months ended March 31, 2023 were primarily due to increased headcount and salaries. Our headcount increased 13% to 1,466 at March 31, 2023 from 1,294 at March 31, 2022.

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Data processing expense increased $3.5 million for the three months ended March 31, 2023 compared to the three months ended March 31, 2022, and increased $7.9 million for the nine months ended March 31, 2023 compared to the nine month period ended March 31, 2022, primarily due to enhancements to customer interfaces and the Company’s processing systems.

Depreciation and amortization expense decreased $0.4 million and $0.9 million for the three and nine months ended March 31, 2023, compared to the three and nine months ended March 31, 2022, respectively. The decreases for the three and nine months ended March 31, 2023 were primarily due to certain capitalized software becoming fully depreciated.

Advertising and promotional expense increased $8.4 million and $18.9 million for the three and nine months ended March 31, 2023, compared to the three and nine months ended March 31, 2022, respectively. The increase was primarily due to increased lead generation and deposit marketing costs.

Professional services expense increased $2.4 million and $8.5 million for the three and nine months ended March 31, 2023, compared to the three and nine months ended March 31, 2022, respectively. The increase for the three and nine months ended March 31, 2023 was primarily due to higher consulting expenses and for the nine months ended March 31, 2023, the increase was also attributable to higher legal expenses related to litigation.

Occupancy and equipment expense increased by $0.1 million and $1.3 million for the three and nine months ended March 31, 2023 compared to the three and nine months ended March 31, 2022, respectively. The increases for the three and nine months ended March 31, 2023 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 $0.7 million and $3.3 million for the three and nine months ended March 31, 2023, compared to the three and nine months ended March 31, 2022, 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 decreased by $0.2 million and $1.3 million for the three and nine months ended March 31, 2023, compared to the three and nine months ended March 31, 2022, respectively, primarily due to reduced customer trading activity in the current year periods.

General and administrative costs decreased by $0.3 million and increased by $13.7 million for the three and nine months ended March 31, 2023, compared to the three and nine months ended March 31, 2022, respectively. The decrease for the three months ended March 31, 2023 was primarily due to no provision for credit losses for unfunded commitments in the three months ended March 31, 2023 compared to a provision for credit losses for unfunded commitments of $1.0 million in the three months ended March 31, 2022. The increase for the nine months ended March 31, 2023 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 of $0.5 million in the nine months ended March 31, 2023, compared to a provision of $4.0 million for the nine months ended March 31, 2022.

Provision for Income Taxes

Income tax expense was $34.8 million for the three months ended March 31, 2023 compared to $25.2 million for the three months ended March 31, 2022 and $94.9 million for the nine months ended March 31, 2023 compared to $75.4 million for the nine months ended March 31, 2022. Our effective income tax rates (income tax provision divided by net income before income tax) for the three months ended March 31, 2023 and 2022 were 30.37% and 28.93%, respectively. Our effective income tax rates for the nine months ended March 31, 2023 and 2022 were 30.16% and 29.21%, 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 March 31, 2023
(Dollars in thousands)	Banking Business		Securities Business		Corporate/Eliminations		Axos Consolidated
Net interest income	$	196,249	$	6,335	$	(3,602)	$	198,982
Provision for credit losses	5,500		—		—		5,500
Non-interest income	10,685		38,298		(16,737)		32,246
Non-interest expense	98,252		25,138		(12,346)		111,044
Income before taxes	$	103,182	$	19,495	$	(7,993)	$	114,684


	For the Three Months Ended March 31, 2022
(Dollars in thousands)	Banking Business		Securities Business		Corporate/Eliminations		Axos Consolidated
Net interest income	$	147,828	$	3,377	$	(1,667)	$	149,538
Provision for credit losses	4,500		—		—		4,500
Non-interest income	15,741		15,609		(2,576)		28,774
Non-interest expense	65,076		20,242		1,501		86,819
Income before taxes	$	93,993	$	(1,256)	$	(5,744)	$	86,993



	For the Nine Months Ended March 31, 2023
(Dollars in thousands)	Banking Business		Securities Business		Corporate/Eliminations		Axos Consolidated
Net interest income	$	574,524	$	15,486	$	(10,643)	$	579,367
Provision for credit losses	17,750		—		—		17,750
Non-interest income	31,954		103,467		(47,638)		87,783
Non-interest expense	295,332		74,924		(35,597)		334,659
Income before taxes	$	293,396	$	44,029	$	(22,684)	$	314,741



	For the Nine Months Ended March 31, 2022
(Dollars in thousands)	Banking Business		Securities Business		Corporate/Eliminations		Axos Consolidated
Net interest income	$	432,328	$	14,059	$	(4,639)	$	441,748
Provision for credit losses	12,500		—		—		12,500
Non-interest income	46,864		45,169		(5,770)		86,263
Non-interest expense	190,250		61,169		5,850		257,269
Income before taxes	$	276,442	$	(1,941)	$	(16,259)	$	258,242

Banking Business

For the three months ended March 31, 2023, our Banking Business segment had income before taxes of $103 million compared to income before taxes of $94.0 million for the three months ended March 31, 2022. For the nine months ended March 31, 2023, the Banking Business segment had income before taxes of $293 million compared to income before taxes of $276.4 million for the nine months ended March 31, 2022. For the three and nine months ended March 31, 2023, the increase in income before taxes compared to the three and nine months ended March 31, 2022, was mainly due to higher 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:


	For the Three Months Ended				For the Nine Months Ended
	March 31, 2023		March 31, 2022		March 31, 2023		March 31, 2022
Efficiency ratio	47.48	%	39.79	%	48.70	%	39.70	%
Return on average assets	1.61	%	1.84	%	1.59	%	1.89	%
Interest rate spread	3.55	%	4.06	%	3.71	%	4.17	%
Net interest margin	4.50	%	4.21	%	4.56	%	4.33	%

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
	March 31,
	2023						2022
(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	$	15,819,777	$	279,583	7.07	%	$	12,804,231	$	153,363	4.79	%
Interest-earning deposits in other financial institutions	1,315,843		15,257		4.64	%	1,042,552		483		0.19	%
Mortgage-backed and other investment securities4	271,084		4,013		5.92	%	185,952		1,661		3.57	%
Stock of the regulatory agencies	19,457		338		6.95	%	18,215		258		5.67	%
Total interest-earning assets	17,426,161		299,191		6.87	%	14,050,950		155,765		4.43	%
Non-interest-earning assets	356,996						297,950
Total assets	$	17,783,157					$	14,348,900
Liabilities and Stockholders’ Equity:
Interest-bearing demand and savings	$	10,806,346	$	89,822	3.32	%	$	6,999,385	$	3,848	0.22	%
Time deposits	1,181,342		8,667		2.93	%	1,194,452		3,116		1.04	%

Advances from the FHLB	429,689		4,454		4.15	%	289,289		973		1.35	%
Borrowings, subordinated notes and debentures	57		—		—	%	33		—		—	%
Total interest-bearing liabilities	12,417,434		102,943		3.32	%	8,483,159		7,937		0.37	%
Non-interest-bearing demand deposits	3,380,441						4,269,702
Other non-interest-bearing liabilities	182,502						135,237
Stockholders’ equity	1,802,780						1,460,802
Total liabilities and stockholders’ equity	$	17,783,157					$	14,348,900
Net interest income			$	196,248					$	147,828
Interest rate spread5					3.55	%					4.06	%
Net interest margin6					4.50	%					4.21	%

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 Nine Months Ended
	March 31,
	2023						2022
(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	$	15,324,641	$	742,902	6.46	%	$	12,163,066	$	451,166	4.95	%
Interest-earning deposits in other financial institutions	1,201,771		34,014		3.77	%	961,393		1,196		0.17	%
Mortgage-backed and other investment securities4	270,573		10,999		5.42	%	176,570		4,665		3.52	%
Stock of the regulatory agencies	22,161		1,167		7.02	%	17,811		788		5.90	%
Total interest-earning assets	16,819,146		789,082		6.26	%	13,318,840		457,815		4.58	%
Non-interest-earning assets	336,842						295,401
Total assets	$	17,155,988					$	13,614,241
Liabilities and Stockholders’ Equity:
Interest-bearing demand and savings	$	9,544,778	$	182,654	2.55	%	$	6,742,803	$	11,758	0.23	%
Time deposits	1,161,502		19,783		2.27	%	1,297,870		10,767		1.11	%

Advances from the FHLB	534,411		12,121		3.02	%	285,547		2,962		1.38	%
Borrowings, subordinated notes and debentures	37		—		—	%	113		—		—	%
Total interest-bearing liabilities	11,240,728		214,558		2.55	%	8,326,333		25,487		0.41	%
Non-interest-bearing demand deposits	3,992,906						3,760,771
Other non-interest-bearing liabilities	187,976						142,212
Stockholders’ equity	1,734,378						1,384,925
Total liabilities and stockholders’ equity	$	17,155,988					$	13,614,241
Net interest income			$	574,524					$	432,328
Interest rate spread5					3.71	%					4.17	%
Net interest margin6					4.56	%					4.33	%

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 Nine Months Ended
	March 31,						March 31,
	2023 vs 2022						2023 vs 2022
	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	$	41,779	$	84,441	$	126,220		$	134,219	$	157,517	$	291,736

Interest-earning deposits in other financial institutions	164		14,610		14,774			382		32,436		32,818
Mortgage-backed and other investment securities	965		1,387		2,352			3,145		3,189		6,334
Stock of the regulatory agencies, at cost	19		61		80			213		166		379
	$	42,927	$	100,499	$	143,426		$	137,959	$	193,308	$	331,267
Increase / (decrease) in interest expense:
Interest-bearing demand and savings	$	3,195	$	82,779	$	85,974		$	6,761	$	164,135	$	170,896
Time deposits	(34)		5,585		5,551			(1,239)		10,255		9,016

Advances from the FHLB	660		2,821		3,481			3,875		5,284		9,159

	$	3,821	$	91,185	$	95,006		$	9,397	$	179,674	$	189,071

The Banking Business segment’s net interest income for the three and nine months ended March 31, 2023 totaled $196.2 million and $574.5 million, an increase of 32.8% and an increase of 32.9%, compared to net interest income of $147.8 million and $432.3 million for the three and nine months ended March 31, 2022, respectively. The increase for the three and nine months ended March 31, 2023 was primarily due to higher rates earned and higher average balances in the loan portfolio, partially offset by higher rates paid on deposits.

The Banking Business segment’s non-interest income decreased $5.1 million to $10.7 million and decreased $14.9 million to $32.0 million for the three and nine months ended March 31, 2023 compared to the three and nine months ended March 31, 2022, respectively. Decreases for the three and nine months ended March 31, 2023 compared to the three and nine months ended March 31, 2022, were mainly the result of lower mortgage banking income as higher mortgage rates contributed to lower originations, the impact of changes in the fair value of our MSRs, as well as lower prepayment penalty income due to slower prepayments.

The Banking Business segment’s non-interest expense for the three and nine months ended March 31, 2023 increased $33.2 million and $105.1 million, respectively, compared to the three and nine months ended March 31, 2022. For the three and nine months ended March 31, 2023 the increases compared to the three and nine months ended March 31, 2022, 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 nine months ended March 31, 2023, 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 March 31, 2023, our Securities Business segment had income before taxes of $19.5 million compared to a loss before taxes of $1.3 million for the three months ended March 31, 2022. For the nine months ended March 31, 2023, our Securities Business segment had income before taxes of $44.0 million compared to a loss before taxes of $1.9 million for the nine months ended March 31, 2022. The increases for both the three and nine months ended March 31, 2023 compared to the three and nine months ended March 31, 2022 were primarily the result of higher non-interest income, partially offset by higher non-interest expense.

Net interest income for the three months ended March 31, 2023, increased $3.0 million to $6.3 million compared to $3.4 million for the three months ended March 31, 2022 primarily as a result of higher rates on cash segregated for regulatory purposes. Net interest income for the nine months ended March 31, 2023 increased $1.4 million to $15.5 million compared to $14.1 million for the nine months ended March 31, 2022 primarily as a result of higher cash deposit balances and rates on cash segregated for regulatory purposes, partially offset by lower customer securities lending activity.

Non-interest income for the three months ended March 31, 2023, increased $22.7 million to $38.3 million compared to $15.6 million for the three months ended March 31, 2022. Non-interest income for the nine months ended March 31, 2023 increased $58.3 million to $103.5 million compared to $45.2 million for the nine months ended March 31, 2022. 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 March 31, 2023 increased $4.9 million to $25.1 million compared to $20.2 million for the three months ended March 31, 2022. Non-interest expense for the nine months ended March 31, 2023 increased $13.7 million to $74.9 million compared to $61.2 million for the nine months ended March 31, 2022. The increases were primarily due to higher salaries and related costs on increased headcount and salaries, and for the nine months ended March 31, 2023 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)	March 31, 2023		June 30, 2022

FDIC insured deposit program balances at banks	$	1,864,451	$	3,452,358
Customer margin balances	$	209,615	$	285,894
Cash reserves for the benefit of customers	$	180,202	$	372,112





Securities lending:
Interest-earning assets – securities borrowed	$	87,293	$	338,980
Interest-bearing liabilities – securities loaned	$	114,613	$	474,400

FINANCIAL CONDITION

Balance Sheet Analysis

Our total assets increased $2.4 billion, or 13.7%, to $19.8 billion, as of March 31, 2023, up from $17.4 billion at June 30, 2022. The increase in total assets was primarily due to a $1.7 billion increase in loans and a $0.9 billion increase in cash, cash equivalents and cash segregated, partially offset by a $0.3 billion decrease in securities borrowed. Total liabilities increased $2.2 billion, primarily due to a $2.8 billion increase in deposits, partially offset by a $0.4 billion decrease in securities loaned.

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Loans

Net loans held for investment increased 12.4% to $15.8 billion at March 31, 2023 from $14.1 billion at June 30, 2022 primarily due to loan originations of $6.2 billion, partially offset by repayments of $4.3 billion.

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


	March 31, 2023				June 30, 2022
(Dollars in thousands)	Amount		Percent		Amount		Percent
Single Family - Mortgage & Warehouse	$	4,087,525	25.5	%	$	3,988,462	28.0	%
Multifamily and Commercial Mortgage	3,082,801		19.2	%	2,877,680		20.2	%
Commercial Real Estate	5,794,304		36.3	%	4,781,044		33.5	%
Commercial & Industrial - Non-RE	2,454,839		15.3	%	2,028,128		14.2	%
Auto & Consumer	594,596		3.7	%	567,228		4.0	%
Other	6,240		—	%	11,134		0.1	%
Total gross loans	16,020,305		100.0	%	14,253,676		100.0	%
Allowance for credit losses - loans	(161,293)				(148,617)
Unaccreted discounts and loan fees	(22,757)				(13,998)
Total net loans	$	15,836,255			$	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 March 31, 2023, the Company had $1.3 billion of interest only mortgage loans with a weighted average LTV of 58.4%.

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 March 31, 2023, our non-performing loans totaled $95.9 million, or 0.60% of total gross loans and our total non-performing assets totaled $101.2 million, or 0.51% 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)	March 31, 2023			June 30, 2022			Inc (Dec)
Non-performing assets:
Non-accrual loans:
Single Family - Mortgage & Warehouse	$	36,158		$	66,424		$	(30,266)
Multifamily and Commercial Mortgage	37,378			33,410			3,968
Commercial Real Estate	14,852			14,852			—
Commercial & Industrial - Non-RE	2,989			2,989			—
Auto & Consumer	2,029			439			1,590
Other	2,535			80			2,455
Total non-performing loans	95,941			118,194			(22,253)
Foreclosed real estate	4,344			—			4,344
Repossessed—Autos	958			798			160
Total non-performing assets	$	101,243		$	118,992		$	(17,749)
Total non-performing loans as a percentage of total loans	0.60		%	0.83		%	(0.23)		%
Total non-performing assets as a percentage of total assets	0.51		%	0.68		%	(0.17)		%

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Total non-performing assets decreased from $119.0 million at June 30, 2022 to $101.2 million at March 31, 2023. 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 March 31, 2023 was 56.7%.

The Bank had no performing troubled debt restructurings as of March 31, 2023 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 lifetime 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 nine months ended March 31, 2023, 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 were $280.0 million as of March 31, 2023, compared with $264.3 million at June 30, 2022. During the nine months ended March 31, 2023, we purchased a $30.0 million MBS security and received principal repayments of approximately $9.7 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 $2.8 billion, or 20.0%, to $16.7 billion at March 31, 2023, from $13.9 billion at June 30, 2022. Interest-bearing demand and savings increased $3.9 billion and time deposits increased $743.2 million. Non-interest bearing deposits decreased $1.9 billion, or 37.0%, to $3.2 billion at March 31, 2023, from $5.0 billion at June 30, 2022.

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


	March 31, 2023				June 30, 2022
(Dollars in thousands)	Amount		Rate1		Amount		Rate1
Non-interest bearing	$	3,172,791	—	%	$	5,033,970	—	%
Interest bearing:
Demand	4,133,014		2.62	%	3,611,889		0.61	%
Savings	7,634,813		3.78	%	4,245,555		0.95	%
Total interest-bearing demand and savings	11,767,827		3.37	%	7,857,444		0.79	%
Time deposits:
$250 and under2	1,416,774		3.94	%	651,392		1.22	%
Greater than $250	381,477		4.09	%	403,616		1.41	%
Total time deposits	1,798,251		3.95	%	1,055,008		1.25	%
Total interest bearing2	13,566,078		3.45	%	8,912,452		0.85	%
Total deposits	$	16,738,869	2.79	%	$	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 $2,504.5 million and $1,032.7 million as of March 31, 2023 and June 30, 2022, respectively, of which $1,160.4 million and $250.0 million, respectively, are time deposits classified as $250,000 and under.

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


	March 31, 2023	June 30, 2022	March 31, 2022
Non-interest bearing	45,018	42,372	40,958
Interest-bearing checking and savings accounts	404,408	344,593	344,176
Time deposits	6,729	8,734	9,313
Total number of accounts	456,155	395,699	394,447

Total Bank deposits that exceeded the FDIC insurance limit of $250,000 at March 31, 2023 and June 30, 2022 were $1.8 billion and $2.3 billion, respectively. The maturities of certificates of deposit that exceeded the FDIC insurance limit of $250,000 at March 31, 2023 were as follows:


(Dollars in thousands)	March 31, 2023
3 months or less	$	184,036
3 months to 6 months	142,127
6 months to 12 months	20,914
Over 12 months	34,400
Total	$	381,477

Borrowings

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


	March 31, 2023					June 30, 2022					March 31, 2022
(Dollars in thousands)	Balance			Weighted Average Rate		Balance			Weighted Average Rate		Balance			Weighted Average Rate

FHLB Advances	$	90,000		2.32	%	$	117,500		2.26	%	$	152,500		2.30	%
Borrowings, subordinated notes and debentures	334,330			4.59	%	445,244			3.86	%	381,682			4.54	%
Total borrowings	$	424,330		4.11	%	$	562,744		3.53	%	$	534,182		3.90	%

Weighted average cost of borrowings during the quarter	4.48		%			2.85		%			2.44		%
Borrowings as a percent of total assets	2.14		%			3.23		%			3.32		%

At March 31, 2023, total borrowings were $424.3 million, down $138.4 million, or 24.6%, from June 30, 2022 and down $109.9 million or 20.6% from March 31, 2022. Borrowings as a percent of total assets were 2.14%, 3.23% and 3.32% at March 31, 2023, June 30, 2022 and March 31, 2022, respectively. Weighted average cost of borrowings during the quarter were 4.48%, 2.85% and 2.44% for the quarters ended March 31, 2023, June 30, 2022 and March 31, 2022, 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 original terms between three and ten years have been used to fund the origination and purchase of single family and multifamily mortgages and used in interest rate risk management. As of March 31, 2023, FHLB advances solely consisted of term loans with a remaining weighted average life of 4.8 years totaling $90 million and we have an additional $2.5 billion of immediately available, undrawn capacity with the FHLB.

Stockholders’ Equity

Stockholders’ equity increased $201.1 million to $1,844.1 million at March 31, 2023 compared to $1,643.0 million at June 30, 2022. The increase was primarily due to net income of $219.8 million and net stock-based compensation activity of $15.6 million, partially offset by purchases of treasury stock.

During the three and nine months ended March 31, 2023, the Company repurchased $31.6 million of common stock at an average price of $37.22 per share. The Company has $21.2 million remaining under the Board authorized stock repurchase program as of March 31, 2023.

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LIQUIDITY

Cash flow information is as follows:


	For the Nine Months Ended
	March 31,
(Dollars in thousands)	2023		2022
Operating Activities	$	119,247	$	69,482
Investing Activities	$	(1,807,976)	$	(1,724,106)
Financing Activities	$	2,618,254	$	1,866,161

During the nine months ended March 31, 2023, we had net cash inflows from operating activities of $119.2 million compared to inflows of $69.5 million for the nine months ended March 31, 2022. 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 $1,808.0 million for the nine months ended March 31, 2023, while outflows totaled $1,724.1 million for the nine months ended March 31, 2022. The increase in outflows was primarily due to higher net outflows related to lending activity for the nine months ended March 31, 2023 compared to the nine months ended March 31, 2022.

Net cash inflows from financing activities totaled $2,618.3 million for the nine months ended March 31, 2023, compared to net cash inflows from financing activities of $1,866.2 million for the nine months ended March 31, 2022. The primary driver behind the increase in net cash inflows was a larger net increase in deposits. As of March 31, 2023, 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 March 31, 2023, the Company had $2,450.9 million available immediately and $4,706.4 million available with additional collateral and had $5,162.9 million of loans and $169 thousand of securities pledged to the FHLB. We also had five unsecured federal funds purchase lines with five different banks totaling $250 million, under which no borrowings were outstanding at March 31, 2023.

The Bank has the ability to borrow short-term from the Federal Reserve Bank of San Francisco Discount Window. At March 31, 2023, the Bank did not have any borrowings outstanding and the amount available from this source was $3,133.7 million. The credit line is collateralized by consumer loans and mortgage-backed securities. At March 31, 2023 we had $4,145.3 million of loans pledged to the Federal Reserve Bank of San Francisco.

Axos Clearing has a total of $150 million in uncommitted secured lines of credit for borrowing as needed. As of March 31, 2023, 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 March 31, 2023, 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 view our liquidity sources to be stable and adequate for our anticipated needs and contingencies for both the short- and long-term. Due to the diversified sources of our deposits, while maintaining approximately 90 percent of our total Bank deposits in insured or collateralized accounts as of March 31, 2023, we believe we have the ability to increase our level of deposits, and have available other potential sources of funding, to address our liquidity needs for the foreseeable future.

OFF-BALANCE SHEET COMMITMENTS

At March 31, 2023, we had unfunded commitments to originate loans with an aggregate outstanding principal balance of $2,873.5 million, and commitments to sell loans with an aggregate outstanding principal balance of $8.5 million. We have no commitments to purchase loans or investment securities as of March 31, 2023.

In the normal course of business, Axos Clearing’s customer, broker-dealer, and registered investment advisor 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.

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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 March 31, 2023, 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 March 31, 2023 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 March 31, 2023 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)	March 31, 2023			June 30, 2022			March 31, 2023			June 30, 2022
Regulatory Capital:
Tier 1	$	1,719		$	1,522		$	1,815		$	1,615
Common equity tier 1	$	1,719		$	1,522		$	1,815		$	1,615
Total capital	$	2,187		$	1,966		$	1,950		$	1,726

Assets:
Average adjusted	$	18,518		$	16,461		$	17,852		$	15,165
Total risk-weighted	$	16,048		$	15,443		$	15,723		$	14,366

Regulatory Capital Ratios:
Tier 1 leverage (to adjusted average assets)	9.29		%	9.25		%	10.17		%	10.65		%	5.00%	4.00%
Common equity tier 1 capital (to risk-weighted assets)	10.71		%	9.86		%	11.55		%	11.24		%	6.50%	4.50%
Tier 1 capital (to risk-weighted assets)	10.71		%	9.86		%	11.55		%	11.24		%	8.00%	6.00%
Total capital (to risk-weighted assets)	13.63		%	12.73		%	12.40		%	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 March 31, 2023 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)	March 31, 2023			June 30, 2022
Net capital	$	79,459		$	38,915
Excess Capital	$	74,377		$	32,665

Net capital as a percentage of aggregate debit items	31.27		%	12.45		%
Net capital in excess of 5% aggregate debit items	$	66,755		$	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 March 31, 2023, the Company calculated a deposit requirement of $142.1 million and maintained a deposit of $158.8 million. On April 3, 2023, the Company made a withdrawal of $6.0 million.

Certain broker-dealers have chosen to maintain brokerage customer accounts at Axos Clearing. To allow these broker-dealers to classify their assets held by the Company as allowable assets in their computation of net capital, the Company computes a separate reserve requirement for Proprietary Accounts of Brokers (“PAB”). At March 31, 2023, the Company

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calculated a deposit requirement of $14.0 million and maintained a deposit of $21.1 million. On April 4, 2023, the Company made a withdrawal of $6.1 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 March 31, 2023 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
	March 31, 2023
(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	$	2,302,532		$	—		$	—		$	—		$	2,302,532
Securities	257,797			2,392			11,481			15,072			286,742
Stock of the FHLB, at cost	17,250			—			—			—			17,250
Loans—net of allowance for credit loss	10,910,546			1,192,912			3,739,309			132,975			15,975,742
Loans held for sale	8,223			—			—			—			8,223
Total interest-earning assets	13,496,348			1,195,304			3,750,790			148,047			18,590,489
Non-interest earning assets	—			—			—			—			349,782
Total assets	$	13,496,348		$	1,195,304		$	3,750,790		$	148,047		$	18,940,271
Interest-bearing liabilities:
Interest-bearing deposits	$	8,879,735		$	4,579,887		$	177,235		$	—		$	13,636,857

Advances from the FHLB	—			—			30,000			60,000			90,000

Total interest-bearing liabilities	8,879,735			4,579,887			207,235			60,000			13,726,857
Other non-interest-bearing liabilities	—			—			—			—			3,377,631
Stockholders’ equity	—			—			—			—			1,835,783
Total liabilities and equity	$	8,879,735		$	4,579,887		$	207,235		$	60,000		$	18,940,271
Net interest rate sensitivity gap	$	4,616,613		$	(3,384,583)		$	3,543,555		$	88,047		$	4,863,632
Cumulative gap	$	4,616,613		$	1,232,030		$	4,775,585		$	4,863,632		$	4,863,632
Net interest rate sensitivity gap—as a % of total interest earning assets	24.83		%	(18.21)		%	19.06		%	0.47		%	26.16		%
Cumulative gap—as % of total interest earning assets	24.83		%	6.63		%	25.69		%	26.16		%	26.16		%

The above table provides an approximation of the projected re-pricing of assets and liabilities at March 31, 2023 on the basis of contractual maturities, adjusted for anticipated prepayments of principal and scheduled rate adjustments. The loan and securities prepayment rates reflected herein are based on historical experience. For the non-maturity deposit liabilities, we use

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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 March 31, 2023
	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	$	1,005,605	20.6	%	$	988,156	12.2	%

Base	$	834,021	—	%	$	880,568	—	%
Down 200 basis points	$	737,893	(11.5)	%	$	795,250	(9.7)	%

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 March 31, 2023
(Dollars in thousands)	Net Present Value		Percentage Change from Base		Net Present Value as a Percentage of Assets

Up 200 basis points	$	1,981,891	3.2	%	10.6	%
Up 100 basis points	$	1,971,727	2.7	%	10.5	%
Base	$	1,919,998	—	%	10.1	%
Down 100 basis points	$	1,837,269	(4.3)	%	9.6	%
Down 200 basis points	$	1,699,978	(11.5)	%	8.8	%

The banking industry experienced an unprecedented level of liquidity stress during the three months ended March 31, 2023. In response, we created a cushion of additional liquidity above our normal operating levels which increased the Bank’s overall asset sensitivity at March 31, 2023. We believe that as this liquidity cushion is removed, the level of asset sensitivity will decrease, all else being equal.

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, broker-dealer, and registered investment advisor 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

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borrowing activities. Our exposure to interest rate risk is also from our funding sources including customer and correspondent cash balances, bank borrowings and securities lending activities. Interest rates on customer and correspondent balances and securities produce a positive spread with rates generally fluctuating in parallel.

With respect to securities held, our interest rate risk is managed by setting and monitoring limits on the size and duration of positions and on the length of time securities can be held. 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 March 31, 2023 (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 our Quarterly Report on Form 10-Q for the period ended December 31, 2022. 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.

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 March 31, 2023.


(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 March 31, 2023
January 1, 2023 to January 31, 2023	—	$	—	—	$	—
February 1, 2023 to February 28, 2023	—	$	—	—	$	—
March 1, 2023 to March 31, 2023	849,081	$	37.22	849,081	$	21,159
For the Three Months Ended March 31, 2023	849,081	$	37.22	849,081	$	21,159

Stock Retained in Net Settlement2
January 1, 2023 to January 31, 2023	432
February 1, 2023 to February 28, 2023	4,034
March 1, 2023 to March 31, 2023	73,680
For the Three Months Ended March 31, 2023	78,146

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.

On April 26, 2023, the Board of Directors of the Company authorized a program to repurchase up to $100 million of its common stock. The share repurchase authorization is in addition to the existing share repurchase plan approved on August 2, 2019.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

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ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

ITEM 6.EXHIBITS


Exhibit Number	Description	Incorporated By Reference to





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:

April 27, 2023

By:

/s/ Gregory Garrabrants

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

Dated:

April 27, 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 Q3

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