Axos Financial
Annual Report 2020

Plain-text annual report

AXOS FINANCIAL, INC. 2020 ANNUAL REPORT ANNUAL EPS ANNUAL BOOK VALUE PER SHARE $2.98 $20.56 EPS CAGR – 25.5% BVPS CAGR – 17.5% $1.34 $8.51 $0.56 $0.05 $0.10 $1.13 $1.87 $3.06 2002 2005 2010 2015 2020 2002 2005 2010 2015 2020 2005 3 0 13+ TOTAL LOANS OF $483.3 MILLION SINGLE-FAMILY MORTGAGE – 13% MULTIFAMILY – 84% C&I – 3% CONSUMER AND OTHER – 0% 20 20 50+ TOTAL LOANS OF $10.7 BILLION SINGLE-FAMILY MORTGAGE – 50% MULTIFAMILY – 22% C&I – 20% CRE – 3% AUTO – 3% CONSUMER AND OTHER – 2% ANNUAL NET CHARGE-OFFS/TOTAL LOANS AND LEASES 1.30% 0.94% 0.69% 0.25% 0.00% 0.00% 0.25% 0.21% 0.08% 0.03% 2002 2005 2010 2015 2020 AXOS - ORIGINATED LOANS EX-H&R BLOCK LOANS BANKS $1- $10 BILLION TOTAL ASSETS AXOS LIFETIME NET CHARGE-OFFS/ TOTAL ORIGINATED LOANS AND LEASES EX-H&R BLOCK LOANS SINGLE-FAMILY RESIDENTIAL MORTGAGE: < 3 BPS MULTIFAMILY LOANS: < 1 BPS COMMERCIAL AND INDUSTRIAL LOANS: < 4 BPS MAJOR MILESTONES: 2000 TO 2010 JULY 2000 Opens one of the first digital consumer banks in U.S. MARCH 2005 Completes successful IPO on NASDAQ Exchange OCTOBER 2007 Greg Garrabrants becomes CEO JUNE 2008 S&P Global names the Bank a Top-5 Public Thrift JUNE 2010 Achieves record ROE of 21.1% 22 + 20 + 3 + 3 + 2 84 + Dear fellow shareholders: We generated record net income of $183.4 million in fiscal year 2020, resulting in a 20.2% increase in our earnings per diluted share. Our record earnings and EPS were boosted by a robust 23.5% increase in total assets and a 26.2% increase in our deposits. Our loan and deposit growth benefitted from investments we made over the past several years to diversify our small business, commercial and specialty lending and deposit businesses. Counter to many of our peers, we successfully sustained a stable net interest margin of 4.12% compared to 4.07% in fiscal 2019, despite the Federal Reserve cutting the effective Fed Funds rate from 2.5% at the beginning of our fiscal year to 0% in March of 2020. We accomplished this while maintaining disciplined credit underwriting across each of our lending categories, as reflected in our seven basis points of net annualized charge-offs to average loans and leases excluding the seasonal tax loan products. We have always been an asset-based lender and 94% of our loans outstanding at June 30, 2020 were collateralized by hard assets, with an average loan-to-value in the 50% range. The secured nature of our loan book, coupled with our minimal exposure to higher-risk lending industries such as airlines, casinos, restaurants and hotels, provides us with confidence that we will successfully manage through this downturn, as we have done in prior downturns. Other highlights in Fiscal Year 2020 were: > Surpassed $10 billion of total loans and leases, ending with $10.6 billion of net loans and leases > Expanded small business banking and commercial banking deposits > Achieved record earnings and EPS despite pandemic, macroeconomic and yield curve headwinds > Received an investment grade rating of Baa3 for Axos Financial and Axos Bank from Moody’s > Maintained strong capital ratios – 8.97% and 9.25% Tier 1 Leverage for Axos Financial and Axos Bank, respectively MAJOR MILESTONES: FISCAL 2011 TO 2020 DECEMBER 2012 Expands commercial lending and deposits businesses JUNE 2013 Enters deposit and lending sponsorships businesses APRIL 2018 SEPTEMBER 2018 Acquires Epiq's Chapter 7 bankruptcy software business Completes corporate rebranding • Transfers exchange listing to NYSE • Launches Universal Digital Banking platform across all consumer businesses JANUARY 2020 Named one of America's Best Banks by Forbes Future of Axos The founders of the bank created Axos with the premise that digital banking would achieve widespread adoption because it is easier to use, more convenient and provides a better overall value proposition to customers. Twenty years later, the pandemic is accelerating this and other secular shifts in consumer behavior toward our model. In each of our three main businesses – consumer banking, commercial banking and Axos Securities – we are positioning ourselves to capitalize on the following trends. T R E N D S T R A D I T I O N A L M O D E L A X O S M O D E L Pandemic has accelerated the adoption of digital and mobile banking. Legacy branches, processes and technologies impair branch-based banks’ ability to effectively service customers across different channels. Axos operates a digitally-enabled omni-channel customer service model with no efficiency loss from legacy branches. More consumers are making purchase about financial services outside of branches. Most community and regional banks still rely heavily on offline channels for customer acquisition and service. Wealth and banking are becoming more integrated than ever. Schwab, E*TRADE and other broker dealers are expanding their banking and lending services available to brokerage clients. Persistently lower interest rates are pressuring loan yields and net interest margins of all banks. Most commercial banks have floating rate loans tied to an index, with limited ability to further reduce funding costs when Fed Funds are at zero. Providers that integrate banking with specialized software to service specific customer segments are gaining market share. Independent RIAs and IBDs need banking services to compete with money center banks and large broker-dealers. Commercial and private bankers that operate a relationship-based model with decentralized servicing will struggle to scale in a post-pandemic world. Industry consolidation is widening the gap between the largest money center banks and the small independents. Control of front- and back-end connectivity to the technology stack provides cost and time-to-market advantages. Most community and regional banks rely on third parties to build, maintain and integrate new software and functionalities. This is expensive and time-consuming. With complete control of our Universal Digital Banking platform, Axos will continue to improve our ability to automate personalized, digital customer acquisition and cross-selling with our growing suite of consumer banking and wealth products. Axos has the technology roadmap and skillsets to build and integrate digital banking and securities offerings. Axos has maintained an annual net interest margin of 3.80%-4.00% by changing our loan and deposit mix, with additional flexibility to further reduce our funding costs. Axos has vertically-focused teams of relationship managers and technologists that design software products and create API integrations with client software. Axos is developing an integrated white-label banking solution that our custody and clearing clients can offer to their investment clients without risk of conflicts with their custodian. Axos built our own middleware and front- end platform, which provide Axos with the ability to rapidly add new features and functionalities to our mobile and online banking platforms, integrate with third parties and improve our user interface. Flexible and Agile Our digital-first operating model is designed to provide us with the agility to allocate capital and resources to opportunities that we believe have the best risk-adjusted returns. The foundational layers of our operating model include complete control of our digital omni-channel experience, continuous improvements in the percentage of straight-through processing of customer transactions, and a focus on utilizing technology, including robotic process automation and internal workflow technology, to reduce operating costs. By maintaining a robust and dynamic risk management and operational excellence structure, we are able to continuously improve each existing business while incubating new businesses. Over the past twenty years, we have successfully built dozens of businesses internally, including jumbo single-family mortgage lending, correspondent lending, strategic partnerships, small business banking and C&I lending, while maintaining an industry-leading return on equity and efficiency ratio. This ability to invest and deliver above-average returns to our shareholders positions us well to maintain strong performance in a variety of competitive, economic and regulatory environments. 1. CUSTOMER ACQUISITION • Organic • Strategic Partnerships • TPOs • Acquisitions 4. DISTRIBUTION • Balance sheet • Participation • Whole loan sales • Securitization Disaggregation of the value chain provides efficiency and flexibility advantages 2. CROSS-SELL • Direct-to-consumer • White label • B2B • B2C 3. SERVICING • Self-service • Digital journey • Direct banker We have transformed our franchise over the past two decades and built a strong foundation for future growth by thoughtfully building each business and investing in a strong management team. Our well-secured loan book, stable net interest margins and strong capital provide us with an opportunity to capitalize on organic and inorganic growth opportunities. Respectfully, Greg Garrabrants President and Chief Executive Officer UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 __________________________________________________________________________________________ FORM 10-K ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2020 TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 001-37709 __________________________________________________________________________________________ AXOS FINANCIAL, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 9205 West Russell Road, STE 400, Las Vegas, NV (Address of principal executive offices) 33-0867444 (I.R.S. Employer Identification No.) 89148 (zip code) Registrant’s telephone number, including area code: (858) 649-2218 Title of each class Securities registered pursuant to Section 12(b) of the Act: Trading Symbol(s) Name of each exchange on which registered Common stock, $.01 par value 6.25% Subordinated Notes Due 2026 AX AXO New York Stock Exchange New York Stock Exchange Securities registered pursuant to Section 12(g) of the Act: None __________________________________________________________________________________________ Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days. Yes No Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer Non-accelerated filer Accelerated filer Smaller reporting company Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public No accounting firm that prepared or issued its audit report. Yes Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes No The aggregate market value of the voting and non-voting stock held by non-affiliates of the registrant, based upon the closing sales price of the common stock on the New York Stock Exchange of $30.28 on December 31, 2019 was $1,324,480,387. The number of shares of the registrant’s common stock outstanding as of August 21, 2020 was 59,506,619. __________________________________________________________________________________________ DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s definitive Proxy Statement for the registrant’s 2020 Annual Meeting of Stockholders are incorporated by reference into Part III. AXOS FINANCIAL, INC. INDEX PART I Item 1. Business Item 1A. Risk Factors Item 1B. Unresolved Staff Comments Item 2. Properties Item 3. Legal Proceedings Item 4. Mine Safety Disclosures PART II Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Item 6. Selected Financial Data Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations Item 7A. Quantitative and Qualitative Disclosures About Market Risk Item 8. Financial Statements and Supplemental Data Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure Item 9A. Controls and Procedures Item 9B. Other Information PART III Item 10. Directors, Executive Officers and Corporate Governance Item 11. Executive Compensation Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Item 13. Certain Relationships and Related Transactions, and Director Independence Item 14. Principal Accountant Fees and Services PART IV Item 15. Exhibits and Financial Statement Schedules Item 16. Form 10-K Summary Signatures 1 1 26 39 40 40 41 42 42 45 47 80 80 80 80 83 83 83 83 83 83 83 84 84 88 88 FORWARD-LOOKING STATEMENTS This Annual Report on Form 10-K may contain various forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934, and the Private Securities Litigation Reform Act of 1995. Forward-looking statements include projections, statements of the plans, goals and objectives of management for future operations, statements of future economic performance, assumptions underlying these statements, and other statements that are not statements of historical facts. Words such as “anticipates,” “expects,” “intends,” “plans,” “predicts,” “potential,” “believes,” “seeks,” “estimates,” “should,” “may,” “will” and variations of these words or similar expressions are intended to identify forward- looking statements. Forward-looking statements also include the assumptions underlying or relating to any of the foregoing statements. References in this report to the “Company,” “us,” “we,” “our,” “Axos Financial,” or “Axos” are all to Axos Financial, Inc. on a consolidated basis. References in this report to “Axos Bank,” the “Bank,” or “our bank” are to Axos Bank, one of our consolidated subsidiaries. Forward-looking statements are subject to significant business, economic and competitive risks, uncertainties and contingencies, many of which are difficult to predict and beyond the control of Axos or the Bank, which could cause our actual results to differ materially from the results expressed or implied in such forward-looking statements. These and other risks, uncertainties and contingencies are described in this Annual Report on Form 10-K, including under “Item 1A. Risk Factors”, and the Company’s other reports filed with the Securities and Exchange Commission (the “SEC”) from time to time, including but are not limited to the following: The soundness of other financial institutions; • Changes in interest rates; • General economic and market conditions, including the risk of a significant and/or prolonged economic downturn; • Uncertainties surrounding the severity, duration, and effects of the novel coronavirus (“COVID-19”) pandemic; • • Changes in regulation or regulatory oversight, accounting rules, and laws, including tax laws; • Changes to our size and structure; • Policies and regulations enacted by the Consumer Financial Protection Bureau; • Changes in United States trade policies; • Replacement of the LIBOR benchmark interest rate; • Changes in real estate values; • Possible defaults on our mortgage loans; • Mortgage buying activity of Fannie Mae and Freddie Mac; • The adequacy of our allowance for loan and lease losses; • Changes in the value of goodwill and other intangible assets; • Our risk management processes and procedures effectiveness; • Our acquisition of a broker-dealer business and entry into the investment advisory business; • Our ability to acquire and integrate acquired companies; • Changes in our relationship with H&R Block, Inc. and the financial benefits of that relationship; • • Our ability to access the equity capital markets; • Access to adequate funding; • Our ability to manage our growth and deploy assets profitably; • Competition for customers from other banks and financial services companies; • Our ability to maintain and enhance our brand; • Reputational risk associated with any negative publicity; • Failure or circumvention of our controls and procedures; • A natural disaster, especially in California, acts of war or terrorism, civil unrest, public health issues, or other adverse The outcome or impact of current or future litigation involving the Company; external events; • Our ability to retain the services of key personnel and attract, hire and retain other skilled managers; • Possible exposure to environmental liability; • Our dependence on third-party service providers for core banking and securities transactions technology; • Privacy concerns relating to our technology that could damage our reputation or deter customers from using our products and services; • Risk of systems failure and disruptions to operations; • Breach of information security measures and cybersecurity attacks; and • Our reliance on continued and unimpeded access to the internet. i The forward-looking statements contained in this Annual Report on Form 10-K are made on the basis of the views and assumptions of management regarding future events and business performance as of the date this Annual Report on Form 10-K is filed with the SEC. We do not undertake any obligation to update these statements to reflect events or circumstances occurring after the date this report is filed. i PART I ITEM 1. BUSINESS Overview Axos Financial, Inc. is a financial holding company, a diversified financial services company with over $13.9 billion in assets that provides banking and securities products and services to its customers through its online and low-cost distribution channels and affinity partners. Axos Bank has deposit and loan customers nationwide including consumer and business checking, savings and time deposit accounts and financing for single family and multifamily residential properties, small-to-medium size businesses in target sectors, and selected specialty finance receivables. The Bank generates fee income from consumer and business products including fees from loans originated for sale and transaction fees earned from processing payment activity. Our securities products and services are offered through Axos Clearing LLC (“Axos Clearing”), acquired on January 28, 2019 and Axos Invest, Inc. (“Axos Invest”), acquired on February 26, 2019, which generate interest and fee income by providing comprehensive securities clearing services to introducing broker-dealers and registered investment advisor correspondents and digital investment advisory services to retail investors, respectively. Axos Clearing is a clearing broker-dealer registered with the SEC and the Financial Industry Regulatory Authority, Inc. (“FINRA”). Axos Invest is a Registered Investment Advisor under the Investment Advisers Act of 1940, that is registered with the SEC. Axos Invest LLC, an introducing broker-dealer that is registered with the SEC and FINRA was acquired together with Axos Invest on February 26, 2019. Axos Financial, Inc.’s common stock is listed on the New York Stock Exchange and is a component of the Russell 2000® Index and the S&P SmallCap 600® Index. At June 30, 2020, we had total assets of $13,851.9 million, loans of $10,727.9 million, investment securities of $187.7 million, total deposits of $11,336.7 million and borrowings of $478.3 million. Because we do not incur the significantly higher fixed operating costs inherent in a branch-based distribution system, we are able to rapidly grow our deposits and assets by providing a better value to our customers and by expanding our low-cost distribution channels. Our business strategy is to grow our loan and lease originations and our deposits to achieve increased economies of scale and reduce the cost of products and services to our customers by leveraging our distribution channels and technology. We have designed our online banking platform and our workflow processes to handle traditional banking functions with elimination of duplicate and unnecessary paperwork and human intervention. Our Bank’s charter allows us to conduct banking operations in all fifty states, and our online presence allows us increased flexibility to target a large number of loan and deposit customers based on demographics, geography and service needs. Our low-cost distribution channels provide opportunities to increase our core deposits and increase our loan originations by attracting new customers and developing new and innovative products and services. Our securities clearing and custody and digital wealth management platforms provide a comprehensive set of technology, clearing, cash management and lending services targeted at independent registered investment advisors and introducing broker-dealers, principals and clients of advisory firms and individuals not affiliated with an investment advisor. We plan to integrate our clearing and wealth management platforms with our banking platform to create an easy to use platform for customers’ banking and investing needs. Over time we expect our Securities Business to generate additional low-cost deposits, which would be available to fund the Banking Business. Our long-term business plan includes the following principal objectives: • Maintain an annualized return on average common stockholders’ equity of 17.0% or better; • Annually increase average interest-earning assets by 12% or more; and • Maintain an annualized efficiency ratio at the Bank to a level 40% or lower. 1 Segment Information We operate through two operating segments: Banking Business and Securities Business. The Banking Business includes a broad range of banking services including online banking, concierge banking, and mortgage, vehicle and unsecured lending through online and telephonic distribution channels to serve the needs of consumers and small businesses nationally. In addition, the Banking Business focuses on providing deposit products nationwide to industry verticals (e.g., Title and Escrow), cash management products to a variety of businesses, and commercial & industrial and commercial real estate lending to clients. The Banking Business also includes a bankruptcy trustee and fiduciary service that provides specialized software and consulting services to Chapter 7 bankruptcy and non-Chapter 7 trustees and fiduciaries. The Securities Business includes the Clearing Broker-Dealer, Registered Investment Advisor, and Introducing Broker- Dealer lines of businesses. These lines of business offer products independently to their own customers as well as to Banking Business clients. The products offered by the lines of business in the Securities Business primarily generate net interest and non- banking service fee income. Segment results are determined based upon the management reporting system, which assigns balance sheet and income statement items to each of the business segments. The process is designed around the organizational and management structure and, accordingly, the results derived are not necessarily comparable with similar information published by other financial institutions or in accordance with generally accepted accounting principles. The Company evaluates performance and allocates resources based on profit or loss from operations. There are no material inter-segment sales or transfers. Certain corporate administration costs and income taxes have not been allocated to the reportable segments. Therefore, in order to reconcile the two segments to the consolidated totals, we include parent-only activities and intercompany eliminations. BANKING BUSINESS We distribute our deposit products through a wide range of retail distribution channels, and our deposits consist of demand, savings and time deposits accounts. We distribute our loan products through our retail, correspondent and wholesale channels, and the loans we retain are primarily first mortgages secured by single family real property and by multifamily real property as well as commercial & industrial loans to businesses. Our securities consist of mortgage pass-through securities issued by government-sponsored entities, non-agency collateralized mortgage obligations, and asset-backed securities issued by private sponsors. We believe our flexibility to adjust our asset generation channels has been a competitive advantage allowing us to avoid markets and products where credit fundamentals are poor or rewards are not sufficient to support our required return on equity. Our distribution channels for our bank deposit and lending products include: • Multiple national online banking brands with tailored products targeted to specific consumer segments; • Affinity groups where we gain access to the affinity group’s members, and our exclusive relationships with financial advisory firms; • A commercial banking division focused on providing deposit products and loans to specific nationwide industry verticals (e.g., Homeowners’ Associations) and small and medium size businesses; • A commission-based lending sales force that operates from home offices focusing primarily on the origination of single family and multifamily mortgage loans; • A commission-based lending sales force that operates from our San Diego office focusing on commercial and industrial loans to businesses; • A commission-based leasing sales force that operates from our Salt Lake City office focusing on commercial and industrial leases to businesses; • A bankruptcy and non-bankruptcy trustee and fiduciary services team that operates from our Kansas City office • focusing on specialized software and consulting services that provide deposits; and Inside sales teams that originate loans and deposits from self-generated leads, third-party purchase leads, and from our retention and cross-sell of our existing customer base. 2 Banking Business - Asset Origination and Fee Income Businesses We have built diverse loan origination and fee income businesses that generate attractive financial returns through our digital distribution channels. We believe the diversity of our businesses and our direct and indirect distribution channels provide us with increased flexibility to manage through changing market and operating environments. Single Family Mortgage Secured Lending We generate earning assets and fee income from our mortgage lending activities, which consist of originating and servicing mortgages secured primarily by first liens on single family residential properties for consumers and for lender-finance businesses. We divide our single family mortgage originations between loans we retain and loans we sell. Our mortgage banking business generates fee income and gains from sales of those consumer single family mortgage loans we sell. Our loan portfolio generates interest income and fees from loans we retain. We also provide home equity loans for consumers secured by second liens on single family mortgages. Our lender-finance loans are secured by our first lien on single family mortgages and include warehouse lines for third-party mortgage companies. We originate fixed and adjustable rate prime residential mortgage loans using a paperless loan origination system and centralized underwriting and closing process. Many of our loans have initial fixed rate periods (three, five or seven years) before starting a regular adjustment period (annually, semi-annually or monthly) as well as, interest rate floors, ceilings and rate change caps. We warehouse our mortgage banking loans and sell to investors prime conforming and jumbo residential mortgage loans. Our mortgage servicing business includes collecting loan payments, applying principal and interest payments to the loan balance, managing escrow funds for the payment of mortgage-related expenses, such as taxes and insurance, responding to customer inquiries, counseling delinquent mortgagors and supervising foreclosures. We originate single family mortgage loans for consumers through multiple channels on a retail, wholesale and correspondent basis. • Retail. We originate single family mortgage loans directly through i) our multiple national online banking brand websites, where our customers can view interest rates and loan terms, enter their loan applications and lock in interest rates directly online, ii) our relationships with large affinity groups and iii) our call center which uses self-generated internet leads, third-party purchased leads, and cross-selling to our existing customer base. • Wholesale. We have developed relationships with independent mortgage companies, cooperatives and individual loan brokers and we manage these relationships and our wholesale loan pipeline through our originations systems and websites. Through our secure website, our approved brokers can compare programs, terms and pricing on a real time basis and communicate with our staff. • Correspondent. We acquire closed loans from third-party mortgage companies that originate single family loans in accordance with our portfolio specifications or the specifications of our investors. We may purchase pools of seasoned, single-family loans originated by others during economic cycles when those loans have more attractive risk-adjusted returns than those we may originate. We originate lender-finance loans to businesses secured by first liens on single family mortgage loans from cross selling, retail direct and through third-parties. Our warehouse customers are primarily generated through cross selling to our network of third-party mortgage companies approved to wholesale our consumer mortgage loans. Other lender-finance customers are generated by our commissions-based sales force dedicated to commercial & industrial lending who contact borrowers directly or through individual loan brokers. Multifamily Mortgage Secured Lending We originate adjustable rate multifamily residential mortgage loans and project-based multifamily real-estate-secured loans with interest rates that adjust based on U.S. Treasury security yields and London Interbank Offered Rate (“LIBOR”). Many of our loans have initial fixed rate periods (three, five or seven years) before starting a regular adjustment period (annually, semi-annually or monthly) as well as prepayment protection clauses, interest rate floors, ceilings and rate change caps. We divide our multifamily residential mortgage portfolio between the loans we retain and the loans we sell. Our mortgage banking business includes gains from those multifamily mortgage loans we sell. Our loan portfolio generates interest income and fees from the loans we retain. We originate multifamily mortgage loans using a commission-based commercial lending sales force that operates from home offices across the United States or from our San Diego location. Customers are targeted through origination techniques such as direct mail marketing, personal sales efforts, email marketing, online marketing and print advertising. Loan applications are 3 submitted electronically to centralized employee teams who underwrite, process and close loans. The sales force team members operate regionally both as retail originators for apartment owners and wholesale representatives to other mortgage brokers. Commercial Real Estate Secured and Commercial Lending Our commercial real estate-secured lending consists of mortgages secured by first liens on commercial real estate. We originate adjustable rate small balance commercial real estate loans with interest rates that adjust based on U.S. Treasury security yields and LIBOR. Many of our loans have initial fixed rate periods (three, five or seven years) before starting a regular adjustment period (annually, semi-annually or monthly) as well as prepayment protection clauses, interest rate floors, ceilings and rate change caps. Our commercial and industrial (“C&I”) lending is primarily comprised of real estate-backed and asset-backed loans and leases to businesses and non-bank lenders. We started our C&I lending in 2010 with a focus on business cash flow lending and have subsequently moved to providing financing to non-bank lenders that originate lending products secured by residential and commercial real estate assets. Our C&I lending has also expanded to other specialty commercial real estate lending types, as well as to other asset-based lending secured by non-real estate-related collateral. Our C&I group also provides leases to small businesses and middle market companies that use the funds to purchase machinery, equipment and software essential to their operations. The lease terms are generally between two and ten years and amortize primarily to full repayment, or in some cases, to a residual balance that is expected to be collected through the sale of the collateral to the lessee or to a third party. The leases are offered nationwide to companies in targeted industries through a direct sales force and through independent third party sales referrals. Prepaid Cards and Refund Transfer Our prepaid cards division provides card issuing and bank identification number (“BIN”) sponsorship services to companies who have developed payroll, general purpose reloadable, incentive and gift card programs. BIN sponsorship includes issuing debit and prepaid cards from BINs licensed to the Bank by the various payment networks, managing risk for all programs, overseeing compliance with network and government regulations, and functioning as liaison between program managers and the payment networks. These programs generate fee income and low-cost deposits. We are also responsible for the primary oversight and control of a refund transfer program (“Refund Advance”) under an agreement with Emerald Financial Services, LLC (“EFS”), a wholly owned subsidiary of H&R Block, Inc. (“H&R Block”). Under this program, the Bank opens a temporary bank account for each H&R Block customer who is receiving an income tax refund and elects to defer payment of his or her tax preparations fees. After the Internal Revenue Service and any state income tax authorities transfer the refund into the customer’s account, the net funds are transferred to the customer and the temporary deposit account is closed. We earn a fixed fee paid by H&R Block for each of the H&R Block customers electing a refund transfer. For the quarter ended December 31, 2019, our assets exceeded $10 billion. As a result, we are no longer exempt from the provisions of the Dodd-Frank Act limiting debit card interchange fees known as the “Durbin Amendment”. Effective July 1, 2020, the Bank is required to limit the amount of interchange fees it is able to charge. In response, the Bank has engaged with its Program Managers regarding termination of and transition from programs using interchange fees. See Risk Factors - “Recent changes to our size and structure will subject us to additional regulation, increased supervision and increased costs” for a discussion of the risks associated with the future of our relationship with H&R Block. Automobile Lending Our automobile lending division originates prime loans to customers secured by new and used automobiles (“autos”). In 2015 we added systems and personnel to increase our auto lending portfolio. We distribute our auto loan products through direct and indirect channels, hold all of the auto loans that we originate and perform the loan servicing functions for these loans. Our loans carry a fixed interest rate for periods ranging from three to eight years and generate interest income and fees. 4 Other Consumer and Business Lending We originate fixed rate term unsecured loans to individual borrowers in all fifty states. We offer loans between $5,000 and $35,000 with terms of twelve, twenty-four, thirty-six, forty-eight and sixty months to well qualified borrowers. From program inception until December 2018 our minimum credit score was 680. We increased our minimum credit score to 700 in January 2019 and again to 720 in May 2020. All applicants apply digitally and are required to supply proof of income, identity and bank account documentation. One hundred percent of loans are manually underwritten by a seasoned underwriter with a telephone interview conducted in respect of every approved loan prior to funding. We source our unsecured loans through existing bank customers, lead aggregators and additional marketing efforts. Through our strategic partnerships division, our Bank establishes contractual relationships with third-party service providers (“Program Managers”) possessing demonstrated expertise in managing programs involving marketing and processing financial products such as credit, debit, and prepaid cards, and small business and consumer loans. These relationships include our relationships with H&R Block and BFS Capital, among others. As delineated by the related contracts, a Program Manager provides program management services in its areas of expertise subject to our Bank’s continuing control and active supervision of the subject program. Underwriting standards and credit decisioning remain with our Bank in all cases. Each of these relationships is designed to allow our Bank to leverage the Program Manager’s knowledge and experience to distribute program-related financial products to a broad base of customers. With respect to credit products, our Bank generally originates the resulting receivable for sale, but may, in its discretion, retain such receivable. Our Bank performs extensive due diligence with respect to each Program Manager and program, and maintains a regimen of comprehensive risk management and strict compliance oversight with respect to all programs. Under agreements with EFS and H&R Block, our Bank uses our underwriting guidelines and credit policies to offer and fund unsecured lines of credit to consumers primarily through the H&R Block tax preparation offices and earns interest income and fee income. Our Bank retains 10% of these lines of credit and sells the remainder to H&R Block. Our Bank also originates or purchases interest- free loans to consumers that are offered primarily through H&R Block tax preparation offices. Our Bank has a limited guarantee from H&R Block that reduces our Bank’s credit exposure on these interest-free loans. Our Bank also provides overdraft lines of credit for our qualifying deposit customers with checking accounts. See Risk Factors - “Recent changes to our size and structure will subject us to additional regulation, increased supervision and increased costs” for a discussion of the risks associated with the future of our relationship with H&R Block. Our Bank also provides overdraft lines of credit for our qualifying deposit customers with checking accounts. 5 Portfolio Management Our investment analysis capabilities are a core competency of our organization. We decide whether to hold originated assets for investment or to sell them in the capital markets based on our assessment of the yield and risk characteristics of these assets as compared to other available opportunities to deploy our capital. Because risk-adjusted returns available on acquisitions may exceed returns available through retaining assets from our origination channels, we have elected to purchase loans and securities (see discussion below) from time to time. Some of our loans and security acquisitions were purchased at discounts to par value, which enhance our effective yield through accretion into income in subsequent periods. Loan Portfolio Composition. The following table sets forth the composition of our loan and lease portfolio in amounts and percentages by type of loan at the end of each fiscal year-end for the last five years: 2020 2019 At June 30, 2018 2017 2016 (Dollars in thousands) Amount Percent Amount Percent Amount Percent Amount Percent Amount Percent Single family real estate secured: Mortgage Warehouse Financing Multifamily real estate secured Commercial real estate secured Auto and RV secured Commercial & Industrial Other Total loans and leases held for investment Allowance for loan and lease losses Unamortized premiums/discounts, net of deferred loan fees Net loans and leases held for investment $ 4,244,563 39.7% $4,281,080 45.3% $4,170,755 49.0% $3,885,730 52.2% $3,664,991 474,318 682,477 4.4% 6.4% 301,999 518,560 3.2% 5.5% 175,508 267,069 2.1% 3.1% 187,034 283,472 2.5% 3.8% 173,148 380,565 57.2% 2.7% 6.0% 2,303,216 21.5% 1,948,513 20.6% 1,800,919 21.1% 1,619,404 21.7% 1,373,216 21.4% 371,176 291,452 3.5% 2.7% 326,154 290,894 3.4% 3.1% 220,379 213,522 2,094,322 19.5% 1,662,629 17.6% 1,483,978 241,918 2.3% 119,481 1.3% 185,556 2.6% 2.5% 17.4% 2.2% 162,715 154,246 993,675 162,985 2.2% 2.1% 13.3% 2.2% 121,746 73,676 514,300 100,817 1.9% 1.2% 8.0% 1.6% $10,703,442 100.0% $9,449,310 100.0% $8,517,686 100.0% $7,449,261 100.0% $6,402,459 100.0% (75,807) (57,085) (49,151) (40,832) (35,826) 3,714 (10,101) (36,246) (33,936) (11,954) $10,631,349 $9,382,124 $8,432,289 $7,374,493 $6,354,679 The following table sets forth the amount of loans maturing in our total loans held for investment based on the contractual terms to maturity: (Dollars in thousands) June 30, 2020 Term to Contractual Maturity Less Than Three Months Over Three Months Through One Year Over One Year Through Five Years Over Five Years Total $ 1,005,030 $ 898,548 $ 2,260,317 $ 6,539,547 $ 10,703,442 6 The following table sets forth the amount of our loans at June 30, 2020 that are due after June 30, 2021 and indicates whether they have fixed, floating or adjustable interest rates: (Dollars in thousands) Single family real estate secured: Mortgage Financing Multifamily real estate secured Commercial real estate secured Auto and RV secured Commercial & Industrial Other Total Fixed Floating or Adjustable1 Total $ $ 100,209 $ 4,066,740 $ 31,051 61,783 21,847 291,004 273,401 212,445 389,137 2,065,002 352,891 14 934,340 — 991,740 $ 7,808,124 $ 4,166,949 420,188 2,126,785 374,738 291,018 1,207,741 212,445 8,799,864 1 Included in this category are hybrid mortgages (e.g., 5/1 adjustable rate mortgages) that carry a fixed rate for an introductory term before transitioning to an adjustable rate. Our mortgage loans are secured by properties primarily located in the western United States. The following table shows the largest states and regions ranked by location of these properties: State or Region California—south1 California—north2 New York Florida Washington Hawaii Illinois Arizona Colorado Nevada All other states At June 30, 2020 Percentage of Loan Principal Secured by Real Estate Located in State or Region Single family Total Real Estate Mortgage Loans Mortgage Multifamily real estate secured Commercial real estate secured 55.31% 16.20% 11.83% 5.10% 1.25% 1.22% 1.20% 1.10% 0.80% 0.83% 5.16% 55.02% 14.76% 12.48% 7.17% 0.82% 1.73% 0.31% 1.46% 0.53% 0.95% 4.77% 56.74% 18.36% 10.40% 1.17% 1.97% 0.25% 2.87% 0.51% 1.20% 0.53% 6.00% 51.31% 21.73% 11.59% 1.53% 2.38% 0.20% 2.84% —% 1.91% 0.91% 5.60% 100.00% 100.00% 100.00% 100.00% 1 Consists of mortgage loans secured by real property in California with ZIP Code ranges from 90000 to 92999. 2 Consists of mortgage loans secured by real property in California with ZIP Code ranges from 93000 to 96999. The ratio of the loan amount to the value of the property securing the loan is called the loan-to-value ratio (“LTV”). The following table shows the LTVs of our loan portfolio on weighted-average and median bases at June 30, 2020. The LTVs were calculated by dividing (a) the loan principal balance less principal repayments by (b) the appraisal value of the property securing the loan. Weighted Average LTV Median LTV Single family Total Real Estate Mortgage Loans Mortgage Multifamily real estate secured Commercial real estate secured 55.70% 55.00% 57.16% 57.00% 53.65% 50.00% 49.34% 47.50% 1 Amounts represent combined LTV calculated by adding the current balances of both the first and second liens of the borrower and dividing that sum by an independent estimated value of the property at the time of origination. Our effective weighted-average LTV of 56.62% for real estate mortgage loans originated during the fiscal year ended June 30, 2020 has resulted, and we believe will continue to result, in relatively low average loan defaults and favorable write-off experience. 7 Loan Underwriting Process and Criteria. We individually underwrite the loans that we originate and all loans that we purchase. For our brand partnership lending products, we construct or validate loan origination models to meet our minimum standards as further described below. Our loan underwriting policies and procedures are written and adopted by our board of directors and our credit committee. Credit extensions generated by the Bank conform to the intent and technical requirements of our lending policies and the applicable lending regulations of our federal regulators. In the underwriting process we consider all relevant factors including the borrower’s credit score, credit history, documented income, existing and new debt obligations, the value of the collateral, and other internal and external factors. For all multifamily and commercial loans, we rely primarily on the cash flow from the underlying property as the expected source of repayment, but we also endeavor to obtain personal guarantees from all material owners or partners of the borrower. In evaluating a multifamily or commercial credit, we consider all relevant factors including the outside financial assets of the material owners or partners, payment history at the Bank or other financial institutions, and the management / ownership experience with similar properties or businesses. In evaluating the borrower’s qualifications, we consider primarily the borrower’s other financial resources, experience in owning or managing similar properties and payment history with us or other financial institutions. In evaluating the underlying property, we consider primarily the recurring net operating income of the property before debt service and depreciation, the ratio of net operating income to debt service and the ratio of the loan amount to the appraised value. Lending Limits. As a savings association, we are generally subject to the same lending limit rules applicable to national banks. With limited exceptions, the maximum amount that we may lend to any borrower, including related entities of the borrower, at any one time may not exceed 15% of our unimpaired capital and surplus, plus an additional 10% of unimpaired capital and surplus for loans fully secured by readily marketable collateral. See “Regulation of Banking Business - Loan-to-One Borrower Limitations” for further information. At June 30, 2020, the Bank’s loans-to-one-borrower limit was $173.4 million, based upon the 15% of unimpaired capital and surplus measurement. At June 30, 2020, our largest outstanding loan balance was $130.0 million. Loan and Lease Quality and Credit Risk. Historically, our level of non-performing mortgage loans as a percentage of our loan and lease portfolio has been relatively low compared to the overall residential lending market. The economy and the mortgage and consumer credit markets have stabilized. Additionally, we have recently increased our efforts to make loans to businesses through lending programs that are not as seasoned as our mortgage lending. Therefore, we anticipate that our rate of non-performing loans and leases may increase in the future, and we have provided an allowance for estimated loan and lease losses. Non-performing assets are defined as non-performing loans and leases, real estate acquired by foreclosure or deed-in-lieu thereof and repossessed vehicles. Generally, non-performing loans and leases are defined as nonaccrual loans and leases and loans and leases 90 days or more overdue. Troubled debt restructurings (“TDRs”) are defined as loans that we have agreed to modify by accepting below market terms either by granting interest rate concessions or by deferring principal or interest payments due to financial difficulty of the customer. Our policy with respect to non-performing assets is to place such assets on nonaccrual status when, in the judgment of management, the probability of collection of interest is deemed to be insufficient to warrant further accrual. When a loan or lease is placed on nonaccrual status, previously accrued but unpaid interest will be deducted from interest income. Our general policy is to not accrue interest on loans and leases past due 90 days or more, unless the individual borrower circumstances dictate otherwise. See Management’s Discussion and Analysis — “Asset Quality and Allowance for Loan and Lease Losses” for a history of non-performing assets and allowance for loan and lease losses. Investment Securities Portfolio. We classify each investment security according to our intent to hold the security to maturity, trade the security at fair value or make the security available-for-sale. We invest available funds in government and high- grade non-agency securities. Our investment policy, as established by our Board of Directors, is designed to maintain liquidity and generate a favorable return on investment without incurring undue interest rate risk, credit risk or portfolio asset concentration risk. Under our investment policy, we are currently authorized to invest in agency mortgage-backed obligations issued or fully guaranteed by the United States government, non-agency asset-backed obligations, specific federal agency obligations, municipal obligations, specific time deposits, negotiable certificates of deposit issued by commercial banks and other insured financial institutions, investment grade corporate debt securities and other specified investments. We also buy and sell securities to facilitate liquidity and to help manage our interest rate risk. During the quarter ended September 30, 2016, the Company elected to reclassify all of its held-to-maturity (“HTM”) securities to available-for-sale (“AFS”). At the time of reclassification, while the Company had the ability to hold those transferred securities to maturity and did not intend to sell the securities, the Company concluded that there were sufficient uncertainties associated with i) future fiscal and monetary policy resulting from domestic and international political changes, ii) future interpretations and applications of new accounting principles and regulatory guidance; iii) the pace of future market interest rate increases given that market interest rates remain at historical lows, all of which could, depending upon the outcomes, change the Company’s intent to hold its securities. Under Accounting Standards Codification 320-10 Investments-Debt Securities, there are very limited exceptions that allow an entity to reclassify or sell one or more securities from HTM and still use the HTM classification for any remaining securities. The Company concluded that such exceptions may not apply to all results and 8 elected to reclassify all HTM securities to AFS understanding that such reclassification immediately eliminated the Company’s ability to use the HTM classification for its securities portfolio for a period of time not to be less than one year. The following table sets forth the dollar amount of our securities portfolio by intent at the end of each of the last five fiscal years: (Dollars in thousands) Fiscal year end June 30, 2020 June 30, 2019 June 30, 2018 June 30, 2017 June 30, 2016 Available-for-Sale Held-to-maturity Fair Value Carrying Amount Trading Fair Value Total $ 187,627 $ — $ 105 $ 227,513 180,305 264,470 265,447 — — — 199,174 — — 8,327 7,584 187,732 227,513 180,305 272,797 472,205 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: (Dollars in thousands) Amount Yield1 Amount Yield1 Total Amount Due Within One Year At June 30, 2020 Due After One but within Five Years Yield1 Amount Due After Five but within Ten Years Yield1 Amount Due After Ten Years Yield1 Amount Available-for-sale Mortgage-backed securities: Agency2 Non-Agency3 Total Mortgage- Backed Securities Non-RMBS Agencies Municipal $ 16,192 2.14% $ 2,511 2.12% $ 7,450 2.16% $ 3,426 2.14% $ 2,805 2.12% 18,180 6.06% 2,480 6.14% 12,872 5.83% 2,482 6.52% 346 10.37% $ 34,372 4.21% $ 4,991 4.12% $ 20,322 4.49% $ 5,908 3.98% $ 3,151 3.03% $ 1,799 0.18% $ 1,799 0.18% $ 10,550 2.57% 5,007 1.25% — 58 —% $ 3.38% Asset-backed securities and structured notes 141,338 4.80% 42,396 5.10% 98,942 4.66% — 768 — —% $ — 4.16% 4,717 —% 3.69% —% — —% Total Non-RMBS $ 153,687 4.59% $ 49,202 4.53% $ 99,000 4.66% $ 768 4.16% $ 4,717 3.69% Available-for-sale—Amortized Cost $ 188,059 4.52% $ 54,193 4.49% $ 119,322 4.63% $ 6,676 4.00% $ 7,868 Available-for-sale—Fair Value $ 187,627 4.52% $ 54,668 4.49% $ 118,285 4.63% $ 6,764 4.00% $ 7,910 3.43% 3.43% Total available-for-sale securities $ 187,627 —% $ 54,668 —% $ 118,285 —% $ 6,764 —% $ 7,910 —% 1 Weighted-average yield is based on amortized cost of the securities. Residential mortgage-backed security yields and maturities include impact of expected prepayments and other timing factors such as interest rate forward curve. Yields presented in this table are adjusted for OTTI, which is non-accretable. 2 Includes securities guaranteed by Ginnie Mae, a U.S. government agency, and the government sponsored enterprises Fannie Mae and Freddie Mac. 3 Private sponsors of securities collateralized primarily by pools of 1-4 family residential first mortgages. Primarily super senior securities and secured by prime, Alt-A or pay-option ARM mortgages. Our available-for-sale securities portfolio of $187.6 million at June 30, 2020 is composed of approximately 9.0% agency residential mortgage-backed securities (“RMBS”) and other debt securities issued by the government-sponsored enterprises primarily, Fannie Mae and Freddie Mac (each, a “GSE” and, together, the “GSEs”); 1% U.S. Treasury securities; 4.4% Alt-A, private-issue super senior, first-lien RMBS; 5.3% Pay-Option ARM, private-issue super senior first-lien RMBS; 5.5% Municipal securities and 74.8% asset-backed and whole business securities secured by consumer receivables. We had no commercial mortgage- backed securities (“CMBS”), sub-prime RMBS, or bank pooled trust preferred securities at June 30, 2020. 9 We manage the credit risk of our non-agency securities by purchasing those securities which we believe have the most favorable blend of historic credit performance and remaining credit enhancements including subordination, over collateralization, excess spread and purchase discounts. Substantially all of our non-agency RMBS are super senior tranches protected against realized loss by subordinated tranches. The amount of structural subordination available to protect each of our securities (expressed as a percentage of the current face value) is known as credit enhancement. At June 30, 2020, the weighted-average credit enhancement in our entire non-agency RMBS portfolio was 24.1%. The credit enhancement percentage and the ratings agency grade (e.g. “AA”) do not consider additional credit protection available to the Bank, if needed, from its purchase discount. All of the Bank’s non- agency RMBS purchases were at a discount to par and we do not solely rely upon nationally recognized statistical rating organizations (“NRSRO”) ratings when determining classification. This change in Bank policy was brought about by changes in regulatory stance regarding classification of securities as mandated by Congress under section 939A of the Dodd-Frank Act, which required any reference to, or reliance on, NRSROs to be removed when determining the creditworthiness of securities. We have experienced personnel monitor the performance and measure the security for impairment in accordance with regulatory guidance. As of June 30, 2020, none of our non-agency RMBS securities have been downgraded from investment grade at acquisition to below investment grade. See Management’s Discussion and Analysis—“Critical Accounting Policies—Securities.” Banking Business - Deposit Generation We offer a full line of deposit products, which we source through both online and branch distribution channels using an operating platform and marketing strategies that emphasize low operating costs and are flexible and scalable for our business. Our full featured products and platforms, 24/7 customer service and our affinity relationships result in customer accounts with strong retention characteristics. We continuously collect customer feedback and improve our processes to satisfy customer needs. At June 30, 2020, we had $11,336.7 million in deposits of which $9,090.0 million, or 80.2% were demand and savings accounts and $2,246.7 million, or 19.8% were time deposits. We generate deposit customer relationships through our distribution channels including websites, sales teams, online advertising, print and digital advertising, financial advisory firms, affinity partnerships and lending businesses which generate escrow deposits and other operating funds. Our distribution channels include: • A commercial banking division, which focuses on providing deposit and treasury management solutions nationwide to targeted industry verticals through a dedicated team. The comprehensive suite of services offered through the commercial banking division include; Deposit and Liquidity Management: Analyzed Checking Accounts, Interest Checking Accounts, Money Market Accounts, Zero Balance Accounts, Insured Cash Sweep; Payables: ACH Origination, Wire Transfer, Commercial Check Printing, Business Bill Pay and Account Transfer; Receivables: Remote Deposit Capture, Mobile Deposit, Lockbox, Merchant Services, Online Payment Portal; Information Reporting and Reconciliation: Prior Day and Current Day Summary and Detail Reporting; Security and Fraud Prevention: Direct Link Security, Check Positive Pay, ACH Blocks and Filters; and API Capabilities: A growing suite of API-enabled provides an additional channel for clients to perform their banking activities. • An online consumer platform that delivers an enhanced banking experience with tailored products targeted to specific consumer segments. For example, one tailored product is designed for customers who are looking for full-featured demand accounts and very competitive fees and interest rates, while another product targets primarily tech-savvy, Generation X and Generation Y customers that are seeking a low-fee cost structure and a high-yield savings account; • A concierge banking offer serving the needs of high net worth individuals with premium products and dedicated service; • Financial advisory firms who introduce their clients to our deposit products through Axos Advisor; • A call center that opens accounts through self-generated internet leads, third-party purchased leads, partnerships, and our retention and cross-sell efforts to our existing customer base; • A full-service fiduciary team catered specifically to support bankruptcy and non-bankruptcy trustees and fiduciaries with their software and banking needs. Our online consumer banking platform is full-featured requiring only single sign-in with quick and secure access to activity, statements and other features including: 10  Purchase Rewards. Customers can earn cash back by using their VISA® Debit Card at select merchants; Mobile Banking. Customers can access with Touch ID on eligible devices, review account balances, transfer funds, deposit checks and pay bills from the convenience of their mobile phone; Mobile Deposit. Customers can instantly deposit checks from their smart phones using our Mobile App; Online Bill Payment Service. Customers can automatically pay their bills online from their account; Peer to Peer payments. Customers can securely send money via email or text messaging through this service; My Deposit. Customers can scan checks with this remote deposit solution from their home computers. Scanned images will be electronically transmitted for deposit directly to their account; Text Message Banking. Customers can view their account balances, transaction history, and transfer funds between their accounts via these text message commands from their mobile phones; Unlimited ATM reimbursements. With certain checking accounts, Customers are reimbursed for any fees incurred using an ATM (excludes international ATM transactions). This gives them access to any ATM in the nation, for free; Secure Email and chatbot. Customers can use our chatbot and send or receive secure emails from our customer service department without concern for the security of their information; InterBank Transfer. Customers can transfer money to their accounts at other financial institutions from their online banking platform; VISA® Debit Cards or ATM Cards. Customers may choose to receive either a free VISA® Debit or an ATM card upon account opening. Customers can access their accounts worldwide at ATMs and any other locations that accept VISA® Debit cards; Overdraft Protection. Eligible Customers can enroll in one of our overdraft protection programs; Digital Wallets. Our Apple Pay™, Samsung Pay™ and Android Pay™ solutions provide the same ease to pay as a debit card with an eligible device. The mobile experience is easy and seamless; and Cash Deposit through Reload @ the Register. Customers can visit any Walmart, Safeway, ACE Cash Express, CVS Pharmacy, Dollar General, Dollar Tree, Family Dollar, Kroger, Rite Aid, 7-Eleven and Walgreens, and ask to load cash into their account at the register. A fee is applied. Our consumer and business deposit balances consisted of 51.8% and 48.2% of total deposits at June 30, 2020, respectively. Our business deposit accounts feature a full suite of treasury and cash management products for our business customers including online and mobile banking, remote deposit capture, analyzed business checking and money market accounts. We service our business customers by providing them with a dedicated relationship manager and an experienced business banking operations team. Our deposit operations are conducted through a centralized, scalable operating platform which supports all of our distribution channels. The integrated nature of our systems and our ability to efficiently scale our operations create competitive advantages that support our value proposition to customers. Additionally, the features described above such as online account opening and online bill-pay promote self-service and further reduce our operating expenses. We believe our deposit franchise will continue to provide lower all-in funding costs (interest expense plus operating costs) with greater scalability than branch-intensive banking models because the traditional branch model with high fixed operating costs will experience continued declines in consumer traffic due to the decline in paper check deposits and due to growing consumer preferences to bank online. The number of deposit accounts at the end of each of the last five fiscal years is set forth below: 2020 2019 2018 2017 2016 At June 30, Non-interest-bearing, prepaid and other 3,361,965 3,743,334 3,535,904 3,113,128 1,816,266 Checking and savings accounts Time deposits 310,463 18,450 311,067 23,447 270,082 2,309 274,962 2,748 292,012 4,807 Total number of deposit accounts 3,690,878 4,077,848 3,808,295 3,390,838 2,113,085 Our non-interest bearing, prepaid and other accounts contain two omnibus accounts that when condensed for regulatory reporting purposes result in 27,108 accounts as of June 30, 2020. 11 Deposit Composition. The following table sets forth the dollar amount of deposits by type and weighted average interest rates at the end of each of the last five fiscal years: 2020 2019 At June 30, 2018 2017 2016 (Dollars in thousands) Amount Rate1 Amount Rate1 Amount Rate1 Amount Rate1 Amount Rate1 Non-interest-bearing $ 1,936,661 — $ 1,441,930 — $ 1,015,355 — $ 848,544 — $ 588,774 — Interest-bearing: Demand Savings 3,456,127 0.37% 2,709,014 2.06% 2,519,845 1.60% 2,593,491 0.89% 1,916,525 3,697,188 0.78% 2,466,214 1.48% 2,482,430 1.31% 2,651,176 0.81% 2,484,994 Total demand and savings 7,153,315 0.58% $ 5,175,228 1.78% $ 5,002,275 1.46% $ 5,244,667 0.85% $ 4,401,519 Time deposits Total interest-bearing2 2,246,718 1.91% 2,366,015 2.43% 1,967,720 2.32% 806,296 2.46% 1,053,758 9,400,033 0.90% $ 7,541,243 1.99% $ 6,969,995 1.70% $ 6,050,963 1.06% $ 5,455,277 0.63% 0.69% 0.66% 1.96% 0.91% Total deposits $ 11,336,694 0.75% $ 8,983,173 1.67% $ 7,985,350 1.48% $ 6,899,507 0.93% $ 6,044,051 0.82% 1 Based on weighted-average stated interest rates at the end of the period. 2 The total interest-bearing includes brokered deposits of $1,318.0 million as of June 30, 2020, of which $603.6 million are time deposits classified as $250 and under. The following tables set forth the average balance, the interest expense and the average rate paid on each type of deposit at the end of each of the last five fiscal years: (Dollars in thousands) Average Balance Interest Expense Avg. Rate Paid Average Balance Interest Expense Avg. Rate Paid Average Balance Interest Expense Avg. Rate Paid 2020 2019 2018 For the Fiscal Year Ended June 30, $ 2,191,103 $ 31,882 1.46% $ 1,494,040 $ 25,321 1.69% $ 2,381,000 $ 28,807 2,653,597 2,482,151 35,001 60,033 1.32% 2.42% 2,412,793 2,322,039 36,070 55,689 1.49% 2.40% 2,325,238 990,635 25,206 25,838 Demand Savings Time deposits Total interest- bearing deposits Total deposits $ 9,316,856 $ 126,916 1.36% $ 7,456,157 $ 117,080 1.57% $ 6,749,817 $ 7,326,851 $ 126,916 1.73% $ 6,228,872 $ 117,080 1.88% $ 5,696,873 $ $ 79,851 79,851 1.21% 1.08% 2.61% 1.40% 1.18% (Dollars in thousands) Demand Savings Time deposits Total interest-bearing deposits Total deposits For the Fiscal Year Ended June 30, Average Balance $ 2,197,000 $ 2,422,769 941,919 $ $ 5,561,688 6,336,099 $ $ 2017 Interest Expense 16,049 18,507 21,938 56,494 56,494 Avg. Rate Paid Average Balance 2016 Interest Expense Avg. Rate Paid 0.73% $ 1,460,266 $ 0.76% 2.33% 2,189,157 852,590 1.02% $ 4,502,013 0.89% $ 5,241,777 $ $ 8,750 15,861 18,056 42,667 42,667 0.60% 0.72% 2.12% 0.95% 0.81% The following table shows the maturity dates of our certificates of deposit at the end of each of the last five fiscal years: (Dollars in thousands) 2020 2019 At June 30, 2018 2017 2016 Within 12 months 13 to 24 months 25 to 36 months 37 to 48 months 49 months and thereafter Total $ 1,079,674 $ 1,306,072 $ 1,259,119 $ 187,536 $ 497,825 540,669 180,590 132,629 313,156 351,374 99,502 126,525 482,542 97,226 11,118 35,981 564,276 14,149 74,631 3,305 526,675 41,668 5,463 71,518 437,284 $ 2,246,718 $ 2,366,015 $ 1,967,720 $ 806,296 $ 1,053,758 12 The following table shows maturities of our time deposits having principal amounts of $100,000 or more at the end of each of the last five fiscal years: (Dollars in thousands) Fiscal year end June 30, 2020 June 30, 2019 June 30, 2018 June 30, 2017 June 30, 2016 SECURITIES BUSINESS Term to Maturity Within Three Months Over Three Months to Six Months Over Six Months to One Year Over One Year Total $ 487,188 $ 94,647 $ 321,409 $ 469,283 $ 1,372,527 151,176 96,837 71,771 100,048 363,486 75,464 21,137 133,603 376,714 33,125 71,266 228,532 335,201 41,569 606,892 539,726 1,226,577 246,995 771,066 1,001,909 Our Securities Business consists of two sets of products and services, securities services provided to third-party securities firms and investment management provided to consumers. Securities services. We offer fully disclosed clearing services through Axos Clearing to FINRA and SEC registered member firms for trade execution and clearance as well as back office services such as record keeping, trade reporting, accounting, general back-office support, securities and margin lending, reorganization assistance, and custody of securities. At June 30, 2020, we provided services to 61 financial organizations, including correspondent broker-dealers and registered investment advisers. We provide financing to our brokerage customers for their securities trading activities through margin loans that are collateralized by securities, cash, or other acceptable collateral. We earn a spread equal to the difference between the amount we pay to fund the margin loans and the amount of interest income we receive from our customers. We conduct securities lending activities that include borrowing and lending securities with other broker-dealers. These activities involve borrowing securities to cover short sales and to complete transactions in which clients have failed to deliver securities by the required settlement date, and lending securities to other broker-dealers for similar purposes. The net revenues for this business consist of the interest spreads generated on these activities. We assist our brokerage customers in managing their cash balances and earn a fee through an insured bank deposit cash sweep program. Investment management. Through our digital wealth management business, Axos Invest, we provide our retail customers with investment management services through a comprehensive and flexible technology platform. We expect to integrate our digital wealth management platform into our universal digital banking platform in the near future, creating a seamless user experience and a holistic personal financial management ecosystem. Our digital wealth management business generates fee income from clients paying an annual fee for advisory services and deposits from uninvested cash balances. BORROWINGS In addition to deposits, we have historically funded our asset growth through advances from the Federal Home Loan Bank of San Francisco (“FHLB”). Our bank can borrow up to 40% of its total assets from the FHLB, and borrowings are collateralized by mortgage loans and mortgage-backed securities pledged to the FHLB. At June 30, 2020, the Company had $242.5 million advances outstanding with another $2.7 billion available immediately and an additional $1.9 billion available with additional collateral, for advances from the FHLB for terms up to ten years. The Bank has federal funds lines of credit with two major banks totaling $35.0 million. At June 30, 2020, the Bank had no outstanding balance on either line. The Bank can also borrow from the Federal Reserve Bank of San Francisco (“FRBSF”), and borrowings may be collateralized by commercial, consumer and mortgage loans as well as securities pledged to the FRBSF. Based on loans and securities pledged at June 30, 2020, we had a total borrowing capacity of approximately $1.8 billion, none of which was outstanding. The Bank has additional unencumbered collateral that could be pledged to the FRBSF Discount Window to increase borrowing liquidity. Additionally, the Bank can borrow through the Paycheck Protection Program Liquidity Facility (“PPPLF”). Advances under the PPPLF are collateralized by pledged Small Business Administration Paycheck Protection Program Loans. Advances under the PPPLF were $152.0 million at June 30, 2020, had interest rates of 0.35% and mature at the earlier of PPP borrower forgiveness or June 2022. 13 Axos Clearing has a total of $230.0 million uncommitted secured lines of credit available for borrowing as needed. As of June 30, 2020, there was $21.5 million outstanding. These credit facilities bear interest at rates based on the Federal Funds rate and are due upon demand. The weighted average interest rate on the borrowings at June 30, 2020 was 1.58%. Axos Clearing has a $50.0 million committed unsecured line of credit available for limited purpose borrowing. As of June 30, 2020, there was none outstanding. This credit facility bears interest at rates based on the Federal Funds rate and are due upon demand. The unsecured line of credit requires Axos Clearing operate in accordance with specific covenants surrounding capital and debt ratios. Axos Clearing was in compliance of all covenants as of June 30, 2020. In December 2004, we completed a transaction that resulted in $5.2 million of junior subordinated debentures for our company with a stated maturity date of February 23, 2035. We have the right to redeem the debentures in whole (but not in part) on or after specific dates, at a redemption price specified in the indenture plus any accrued but unpaid interest through the redemption date. Interest accrues at the rate of three-month LIBOR plus 2.4%, for a rate of 2.76% as of June 30, 2020, with interest paid quarterly. In March 2016, we completed the sale of $51.0 million aggregate principal amount of our 6.25% Subordinated Notes due February 28, 2026 (the “Notes”). We received $51.0 million in gross proceeds as a part of this transaction, before the 3.15% underwriting discount and other offering expenses. The Notes mature on February 28, 2026 and accrue interest at a rate of 6.25% per annum, with interest payable quarterly. The Notes may be redeemed on or after March 31, 2021, which date may be extended at our discretion, at a redemption price equal to principal plus accrued and unpaid interest, subject to certain conditions. In March 2018, we filed a post-effective amendment to deregister all securities unsold under the February 2015 shelf registration and subsequently, we filed a new shelf registration with the SEC which allows us to issue up to $350.0 million through the sale of debt securities, common stock, preferred stock and warrants. In January 2019, we issued subordinated notes totaling $7.5 million, to the principal stockholders of COR Securities in an equal principal amount, with a maturity of 15 months, to serve as the sole source of payment of indemnification obligations of the principal stakeholders of COR Securities under the Merger Agreement. Interest accrues at a rate of 6.25% per annum. During the fiscal year ended June 30, 2019, $0.1 million of subordinated loans were repaid. The Company is in the process of making an indemnification claim against the $7.4 million remaining. 14 The table below sets forth the amount of our borrowings, the maximum amount of borrowings in each category during any month-end during each reported period, the approximate average amounts outstanding during each reported period and the approximate weighted average interest rate thereon at or for the last five fiscal years: (Dollars in thousands) Advances from the FHLB: Average balance outstanding At or For The Fiscal Years Ended June 30, 2020 2019 2018 2017 2016 $ 747,358 $ 1,397,460 $ 1,296,120 $ 798,982 $ 855,029 Maximum amount outstanding at any month-end during the period $ 1,462,500 $ 3,424,000 $ 2,240,000 $ 1,317,000 $ 1,129,000 Balance outstanding at end of period Average interest rate at end of period Average interest rate during period Securities sold under agreements to repurchase: Average balance outstanding Maximum amount outstanding at any month-end during the period Balance outstanding at end of period Average interest rate at end of period Average interest rate during period Paycheck Protection Program Liquidity Facility advances $ 242,500 $ 458,500 $ 457,000 $ 640,000 $ 727,000 2.22% 1.60% 2.32% 2.35% 2.14% 1.76% 1.79% 1.55% 1.53% 1.31% $ $ $ — $ — $ — $ —% —% — $ 5,575 — $ 20,000 $ $ 33,068 35,000 — $ — $ 20,000 $ $ $ 35,000 35,000 35,000 —% —% —% 4.11% 4.25% 4.43% 4.38% 4.44% Average balance outstanding $ 3,092 $ — $ — $ — $ Maximum amount outstanding at any month-end during the period Balance outstanding at end of period Average interest rate at end of period Average interest rate during period Borrowings, subordinated notes and debentures: Average balance outstanding Maximum amount outstanding at any month-end during the period Balance outstanding at end of period Average interest rate at end of period Average interest rate during period MERGERS AND ACQUISITIONS 151,952 151,952 0.35% 0.35% — — —% —% — — —% —% — — —% —% — — — —% —% $ $ $ 100,560 162,546 83,837 $ $ $ 104,287 214,477 168,929 $ $ $ 54,522 54,552 54,552 $ $ $ 55,873 56,511 54,463 $ $ $ 22,025 58,185 58,066 5.18% 5.60% 4.78% 5.39% 6.55% 6.70% 6.57% 6.62% 6.27% 5.90% From time to time, we undertake acquisitions or similar transactions consistent with our operating and growth strategies. There were no such transactions during 2020. During 2019, we completed two business acquisitions and two asset acquisitions, which are discussed further in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations under the heading “Mergers and Acquisitions.” TECHNOLOGY Our technology is built on a collection of enterprise and client platforms that have been purchased, developed in-house or integrated with software systems to provide products and services to our customers. The implementation of our technology has been conducted using industry best-practices and using standardized approaches in system design, software development, testing and delivery. At the core of our infrastructure, we have designed and implemented secure and scalable hardware solutions to ensure we meet the needs of our business. Our customer experiences were designed to address the needs of an internet-only bank and its customers. Our websites and technology platforms drive our customer-focused and self-service engagement model, reducing the need for human interaction while increasing our overall operating efficiencies. Our focus on internal technology platforms enable continuous automation and secure and scalable processing environments for increased transaction capacity. We intend to continue to improve and adapt technology platforms to meet business objectives and implement new systems with the goal of efficiently enabling our business. 15 SECURITY We recognize that information is a critical asset. How information is managed, controlled and protected has a significant impact on the delivery of services. Information assets, including those held in trust, must be protected from unauthorized use, disclosure, theft, loss, destruction and alteration. We employ a robust information security program to achieve our security objectives. The program is designed to identify, measure, manage and control the risks to system and data availability, integrity, and confidentiality, and to ensure accountability for system actions. INTELLECTUAL PROPERTY AND PROPRIETARY RIGHTS As part of our strategy to protect and enhance our intellectual property, we rely on a variety of legal protections, including copyrights, trademarks, trade secrets, patents and certain contractual restrictions on solicitation and competition, and disclosure and distribution of confidential and proprietary information. We also undertake measures to control access to and/or disclosure of our trade secrets and other confidential and proprietary information. Policing unauthorized use of our intellectual property, trade secrets and other proprietary information is difficult and litigation may be necessary to enforce our intellectual property rights. We own certain internet domain names. Domain names in the United States and in foreign countries are regulated, and the laws and regulations governing the internet are continually evolving. Additionally, the relationship between regulations governing domain names and laws protecting intellectual property rights is not entirely clear. As a result, in the future, we may be unable to prevent third parties from acquiring domain names that infringe or otherwise decrease the value of our trademark and other intellectual property rights. EMPLOYEES At June 30, 2020, we had 1,099 full-time equivalent employees. None of our employees are represented by a labor union or are subject to a collective bargaining agreement. We have not experienced any work stoppage and consider our relations with our employees to be satisfactory. COMPETITION The market for banking and financial services is intensely competitive, and we expect competition to continue to intensify in the future. The Bank attracts deposits through its online acquisition channels. Competition for those deposits comes from a wide variety of other banks, savings institutions, and credit unions. Money market funds, full-service securities brokerage firms and financial technology companies also compete with us for these funds. The Bank competes for these deposits by offering superior service and a variety of deposit accounts at competitive rates. In real estate lending, we compete against traditional real estate lenders, including large and small savings banks, commercial banks, mortgage bankers and mortgage brokers. Many of our current and potential competitors have greater brand recognition, longer operating histories, larger customer bases and significantly greater financial, marketing and other resources and are capable of providing strong price and customer service competition. In order to compete profitably, we may need to reduce the rates we offer on loans and leases and investments and increase the rates we offer on deposits, which may adversely affect our overall financial condition and earnings. We may not be able to compete successfully against current and future competitors. REGULATION GENERAL We are subject to comprehensive regulation under state and federal laws. This regulation is intended primarily for the protection of our customers, the deposit insurance fund and the U.S. finance system and not for the benefit of our security holders. Axos Financial, Inc. is supervised and regulated as a savings and loan holding company by the Board of Governors of the Federal Reserve System (the “Federal Reserve”). The Bank, as a federal savings bank, is subject to regulation, examination and supervision by the Office of the Comptroller of the Currency (“OCC”) as its primary regulator, and the Federal Deposit Insurance Corporation (“FDIC”) as its deposit insurer. The Bank must file reports with the OCC and the FDIC concerning its activities and financial condition. In addition, the Bank is subject to the regulation, examination and supervision by the Consumer Financial Protection Bureau (“CFPB”) with respect to a broad array of federal consumer laws. Our subsidiaries, Axos Clearing LLC and Axos Invest LLC, are broker-dealers and are registered with and subject to regulation by the SEC and FINRA. In addition, Axos Invest, Inc. as an investment adviser is registered with the SEC. Axos Invest, Inc. is subject to the requirements of the Investment Advisers Act of 1940, as amended and the Investment Company Act of 1940, as amended, and is subject to examination by the SEC. 16 The following information describes aspects of the material laws and regulations applicable to the Company. The information below does not purport to be complete and is qualified in its entirety by reference to all applicable laws and regulations. In addition, new and amended legislation, rules and regulations governing the Company, the Bank and our Securities Businesses are introduced from time to time by the U.S. government and its various agencies. Any such legislation, regulatory changes or amendments could adversely affect us and no assurance can be given as to whether, or in what form, any such changes may occur. REGULATION OF FINANCIAL HOLDING COMPANY. General. The Company is a unitary savings and loan holding company within the meaning of the Home Owners’ Loan Act (“HOLA”), and is treated as a “financial holding company” under Federal Reserve rules. Accordingly, the Company is registered as a savings and loan holding company with the Federal Reserve and is subject to the Federal Reserve’s regulations, examinations, supervision and reporting requirements. The Company is required to file reports with, comply with the rules and regulations of, and is subject to examination by the Federal Reserve. In addition, the Federal Reserve has enforcement authority over the Company and its subsidiaries. Among other things, this authority permits the Federal Reserve to restrict or prohibit activities that are determined to be a serious risk to the saving and loan holding company or its subsidiaries. Capital. The Company and the Bank are subject to the risk-based regulatory capital framework and guidelines established by the Federal Reserve and the OCC. In July 2013, the Federal Reserve and the OCC published final rules (the “Regulatory Capital Rules”) establishing a new comprehensive capital framework for U.S. banking organizations that became effective for the Company and the Bank as of January 1, 2015, subject to a phase in period for certain provisions. The Regulatory Capital Rules are intended to measure capital adequacy with regard to a banking organization’s balance sheet, including off-balance sheet exposures such as unused portions of loan commitments, letters of credit, and recourse arrangements. The capital requirements for the Company are similar to those for the Bank. The rules implement the Basel Committee’s December 2010 capital framework known as “Basel III” for strengthening international capital standards as well as certain provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”). The failure of the Company or the Bank to meet minimum capital requirements can result in certain mandatory, and possibly additional discretionary actions by federal banking regulators that could have a material effect on the Company, explained in more detail below under “Regulation of Banking Business – Regulatory Capital Requirements and Prompt Corrective Action”. The Regulatory Capital Rules require banking organizations (i.e., both the Company and the Bank) to maintain a minimum “common equity Tier 1” (or “CET1”) ratio of 4.5%, a Tier 1 risk-based capital ratio of 6.0% (increased from 4.0%), a total risk- based capital ratio of 8.0%, and a minimum leverage ratio of 4.0% (calculated as Tier 1 capital to average consolidated assets). A capital conservation buffer of 2.5% above each of these levels is required for banking institutions to avoid restrictions on their ability to make capital distributions, including the payment of dividends. The Regulatory Capital Rules provide for a number of new deductions from and adjustments to CET1. These include, for example, the requirement that deferred tax assets dependent upon future taxable income and significant investments in non- consolidated financial entities be deducted from CET1 to the extent any one such category exceeds 10% of CET1 or all such categories in the aggregate exceed 15% of CET1. Implementation of the deductions and other adjustments to CET1 began on January 1, 2015 and were phased in over three years. In addition, trust preferred securities have been phased out of tier 1 capital for banking organizations that had $15 billion or more in total consolidated assets as of December 31, 2009 unless the banking organization grows above $15.0 billion in assets as a result of an acquisition. The Company’s trust preferred securities currently are grandfathered under this provision. The implementation of certain regulations and standards relating to regulatory capital could disproportionately affect our regulatory capital position relative to that of our competitors, including those that may not be subject to the same regulatory requirements as the Bank. Various aspects of the Regulatory Capital Rules continue to be subject to further evaluation and interpretation by the U.S. banking regulators. As of June 30, 2020, the capital ratios of both the Company and the Bank exceeded the minimums necessary to be considered “well-capitalized” under the currently enacted capital adequacy requirements, including after implementation of the deductions and other adjustments to CET1 on a fully phased-in basis. For additional information, please see Note 20 (Minimum Regulatory Capital Requirements) to the financial statements filed with this report. Source of Strength. The Dodd-Frank Act extends the Federal Reserve “source of strength” doctrine to savings and loan holding companies. Such policy requires holding companies to act as a source of financial strength to their subsidiary depository institutions by providing capital, liquidity and other support in times of an institution’s financial distress. The regulatory agencies have yet to issue joint regulations implementing this policy. 17  Change in Control. The federal banking laws require that appropriate regulatory approvals must be obtained before an individual or company may take actions to “control” a bank or savings association. The definition of control found in the HOLA is similar to that found in the Bank Holding Company Act of 1956 (“BHCA”) for bank holding companies. Both statutes apply a similar three-prong test for determining when a company controls a bank or savings association. Specifically, a company has control over either a bank or savings association if the company: • • • directly or indirectly or acting in concert with one or more persons, owns, controls, or has the power to vote 25% or more of the voting securities of a company; controls in any manner the election of a majority of the directors (or any individual who performs similar functions in respect of any company, including a trustee under a trust) of the board; or directly or indirectly exercises a controlling influence over the management or policies of the bank. Regulation LL, which was implemented in 2011 by the Federal Reserve, includes a specific definition of “control” similar to the statutory definition, with certain additional provisions. Additionally, Regulation LL modifies the regulations for purposes of determining when a company or natural person acquires control of a savings association or savings and loan holding company under the HOLA or the Change in Bank Control Act (“CBCA”). In light of the similarity between the statutes governing bank holding companies and savings and loan holding companies, the Federal Reserve uses its established rules and processes with respect to control determinations under HOLA and the CBCA to ensure consistency between equivalent statutes administered by the same agency. Furthermore, the Federal Reserve may not approve any acquisition that would result in a multiple savings and loan holding company controlling savings institutions in more than one state, subject to two exceptions; (i) the approval of interstate supervisory acquisitions by savings and loan holding companies and (ii) the acquisition of a savings institution in another state if the laws of the state of the target savings institution specifically permit such acquisition. The states vary in the extent to which they permit interstate savings and loan holding company acquisitions. Financial Holding Company. In August 2018 the Company received approval from the Federal Reserve Bank of San Francisco and became a savings and loan holding company that is treated as a financial holding company under the rules and regulations of the Federal Reserve. Financial holding companies are generally permitted to affiliate with securities firms and insurance companies and engage in other activities that are "financial in nature." Such activities include, among other things, securities underwriting, dealing and market making; sponsoring mutual funds and investment companies; insurance underwriting and agency; merchant banking activities; and activities that the Federal Reserve has determined to be closely related to banking. If the Bank ceases to be “well capitalized” or “well managed” under applicable regulatory standards, the Federal Reserve may, among other things, place limitations on our ability to conduct these broader financial activities. In addition, if the Bank receives a rating of less than satisfactory under the Community Reinvestment Act, we would be prohibited from engaging in any additional activities other than those permissible for bank holding companies that are not financial holding companies. If a financial holding company fails to continue to meet any of the prerequisites for financial holding company status, including those described above, the Federal Reserve may order the company to divest its subsidiary banks or discontinue or divest investments in companies engaged in activities permissible only for a bank holding company that has elected to be treated as a financial holding company. No regulatory approval is required for a financial holding company to acquire a company, other than a bank or savings association, engaged in activities that are financial in nature or incidental to activities that are financial in nature, as determined by the Federal Reserve. Volcker Rule. Effective April 15, 2014, the federal banking agencies adopted regulations with a conformance period for certain features that lasted until July 21, 2017, to implement the provisions of the Dodd-Frank Act known as the Volcker Rule. Under the regulations, FDIC-insured depository institutions, their holding companies, subsidiaries and affiliates, are generally prohibited, subject to certain exemptions, from proprietary trading of securities and other financial instruments and from acquiring or retaining an ownership interest in a “covered fund”. The term “covered fund” can include, in addition to many private equity and hedge funds and other entities, certain collateralized mortgage obligations, collateralized debt obligations and collateralized loan obligations, and other items, but does not include wholly owned subsidiaries, certain joint ventures, or loan securitizations generally if the underlying assets are solely loans. Trading in certain government obligations is not prohibited by the Volcker Rule, including obligations of or guaranteed by the United States or an agency or government-sponsored entity of the United States, obligations of a State of the United States or a political subdivision thereof, and municipal securities. Proprietary trading generally does not include transactions under repurchase and reverse repurchase agreements, securities lending transactions and purchases and sales for the purpose of liquidity management if the liquidity management plan meets specified criteria; nor does it generally include transactions undertaken in a fiduciary capacity. In addition, activities eligible for exemption include, among others, certain brokerage, underwriting and marketing activities, and risk-mitigating hedging activities with respect to specific risks and subject to specified conditions. 18 In June 2020, the Federal Reserve, FDIC, OCC, SEC, and the Commodity Futures Trading Commission (CFTC) finalized a rule modifying the Volcker Rule’s prohibition on banking entities investing in or sponsoring hedge funds or private equity funds (referred to under the rules as covered funds). The final rule streamlines several aspects of the covered funds portion of the rule; allows banking organizations to offer and sponsor venture capital funds and a wider array of loan-related funds; and permits banking entities to offer financial services to, and engage in other activities with, covered funds that do not raise concerns that the Volcker rule was intended to address. The final rule will be effective October 1, 2020. We do not anticipate any material impact at this time. As of June 30, 2020, we were in compliance with the Volcker Rule. Potential Regulatory Enforcement Actions. If the Federal Reserve or the OCC determines that the a saving and loan holding company’s or federal savings bank’s financial condition, capital resources, asset quality, earnings prospects, management, liquidity, or other aspects of its operations are unsatisfactory or that its management has violated any law or regulation, the agency has the authority to take a number of different remedial actions as it deems appropriate under the circumstances. These actions include the power to enjoin any “unsafe or unsound” banking practices; to require that affirmative action be taken to correct any conditions resulting from any violation of law or unsafe or unsound practice; to issue an administrative order that can be judicially enforced; to require that it increase its capital; to restrict its growth; assess civil monetary penalties against it or its officers or directors; and to remove any of its officers and directors. REGULATION OF BANKING BUSINESS General. As a federally-chartered savings and loan association whose deposit accounts are insured by the FDIC, Axos Bank is subject to extensive regulation by the OCC and FDIC. The Bank is also subject to regulation by the CFPB with respect to federal consumer financial laws. The following discussion summarizes some of the principal areas of regulation applicable to the Bank and its operations. Insurance of Deposit Accounts. The FDIC administers a deposit insurance fund (the “DIF”) that insures depositors in certain types of accounts up to a prescribed amount for the loss of any such depositor’s respective deposits due to the failure of an FDIC member depository institution. As the administrator of the DIF, the FDIC assesses its member depository institutions and determines the appropriate DIF premiums to be paid by each such institution. The FDIC is authorized to examine its member institutions and to require that they file periodic reports of their condition and operations. The FDIC may also prohibit any member institution from engaging in any activity the FDIC determines by regulation or order to pose a serious risk to the DIF. The FDIC also has the authority to initiate enforcement actions against savings associations, after giving the primary federal regulator the opportunity to take such action. The FDIC may terminate an institution’s access to the DIF if it determines that the institution has engaged in unsafe or unsound practices or is in an unsafe or unsound condition. We do not know of any practice, condition or violation that might lead to termination of our access to the DIF. Axos Bank is a member depository institution of the FDIC and its deposits are insured by the DIF up to the applicable limits, which are backed by the full faith and credit of the U.S. Government. The basic deposit insurance limit is $250,000. Regulatory Capital Requirements and Prompt Corrective Action. The prompt corrective action regulation of the OCC requires mandatory actions and authorizes other discretionary actions to be taken by the OCC against a savings association that falls within undercapitalized capital categories specified in OCC regulations. In general, the prompt corrective action regulation prohibits an FDIC member institution from declaring any dividends, making any other capital distribution, or paying a management fee to a controlling person if, following the distribution or payment, the institution would be within any of the three undercapitalized categories. In addition, adequately capitalized institutions may accept brokered deposits only with a waiver from the FDIC, but are subject to restrictions on the interest rates that can be paid on such deposits. Undercapitalized institutions may not accept, renew or roll-over brokered deposits. If the OCC determines that an institution is in an unsafe or unsound condition, or if the institution is deemed to be engaging in an unsafe and unsound practice, the OCC may, if the institution is well-capitalized, reclassify it as adequately capitalized. If the institution is adequately capitalized, but not well-capitalized, the OCC may require it to comply with restrictions applicable to undercapitalized institutions. If the institution is undercapitalized, the OCC may require it to comply with restrictions applicable to significantly undercapitalized institutions. Finally, pursuant to an interagency agreement, the FDIC can examine any institution that has a substandard regulatory examination score or is considered undercapitalized without the express permission of the institution’s primary regulator. Capital regulations applicable to savings associations such as the Bank also require savings associations to meet the additional capital standard of tangible capital equal to at least 1.5% of total adjusted assets. 19 The Bank’s capital requirements are viewed as minimum standards and most financial institutions are expected to maintain capital levels well above the minimum. In addition, OCC regulations provide that minimum capital levels greater than those provided in the regulations may be established by the OCC for individual savings associations upon a determination that the savings association’s capital is or may become inadequate in view of its circumstances. Axos Bank is not subject to any such individual minimum regulatory capital requirement and the Bank’s regulatory capital exceeded all minimum regulatory capital requirements as of June 30, 2020. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations —Liquidity and Capital Resources.” Stress Testing. Enhanced prudential standards for larger institutions mandated by the Dodd-Frank Act were implemented by Federal Reserve regulation, which require additional risk management policies and practices and annual stress testing designed to determine whether capital planning, assessment of capital adequacy and risk management practices of regulated bank and savings and loan holding companies adequately protect them in the event of an economic downturn. The original rules called for stress tests to be conducted by the Federal Reserve and company-run stress tests for institutions with total consolidated assets of $10 billion or more. Our total assets exceeded $10 billion beginning with the quarter ending March 31, 2019. The Economic Growth, Regulatory Relief, and Consumer Protection Act, enacted in May 2018, raised the asset threshold for stress testing from $10 billion in total consolidated assets to $100 billion. As a result, neither the Company nor the Bank are subject to stress test regulations. The federal banking agencies have indicated that the capital planning and risk management practices of financial institutions with total assets less than $100 billion will continue to be reviewed through the regular supervisory process. We plan to continue monitoring our capital consistent with the safety and soundness expectations of the Federal Reserve and will continue to use customized stress testing as part of our capital planning process. Standards for Safety and Soundness. The federal banking regulatory agencies have prescribed, by regulation, guidelines for all insured depository institutions relating to: (i) internal controls, information systems and internal audit systems; (ii) loan documentation; (iii) credit underwriting; (iv) interest rate risk exposure; (v) asset growth; (vi) asset quality; (vii) earnings; and (viii) compensation, fees and benefits. The guidelines set forth safety and soundness standards that the federal banking regulatory agencies use to identify and address problems at FDIC member institutions before capital becomes impaired. If the OCC determines that the Bank fails to meet any standard prescribed by the guidelines, the OCC may require us to submit to it an acceptable plan to achieve compliance with the standard. OCC regulations establish deadlines for the submission and review of such safety and soundness compliance plans in response to any such determination. Loans-to-One-Borrower Limitations. Savings associations generally are subject to the lending limits applicable to national banks. With limited exceptions, the maximum amount that a savings association or a national bank may lend to any borrower, including related entities of the borrower, at one time may not exceed 15% of the unimpaired capital and surplus of the institution, plus an additional 10% of unimpaired capital and surplus for loans fully secured by readily marketable collateral. Savings associations are additionally authorized to make loans to one borrower by order of its regulator, in an amount not to exceed the lesser of $30.0 million or 30% of unimpaired capital and surplus for the purpose of developing residential housing, if the following specified conditions are met: • The savings association is in compliance with its fully phased-in capital requirements; • The loans comply with applicable loan-to-value requirements; and • The aggregate amount of loans made under this authority does not exceed 150% of unimpaired capital and surplus. Qualified Thrift Lender Test. Savings associations must meet a qualified thrift lender, or “QTL,” test. This test may be met either by maintaining a specified level of portfolio assets in qualified thrift investments as specified by the HOLA, or by meeting the definition of a “domestic building and loan association” under the Internal Revenue Code of 1986, as amended, or the “Code”. Qualified thrift investments are primarily residential mortgage loans and related investments, including mortgage related securities. Portfolio assets generally mean total assets less specified liquid assets, goodwill and other intangible assets and the value of property used in the conduct of the Bank’s business. The required percentage of qualified thrift investments under the HOLA is 65% of “portfolio assets” (defined as total assets less: (i) specified liquid assets up to 20% of total assets; (ii) intangibles, including goodwill; and (iii) the value of property used to conduct business). An association must be in compliance with the QTL test or the definition of domestic building and loan association on a monthly basis in nine out of every 12 months. Savings associations that fail to meet the QTL test will generally be prohibited from engaging in any activity not permitted for both a national bank and a savings association. At June 30, 2020, the Bank was in compliance with its QTL requirement and met the definition of a domestic building and loan association. Liquidity Standard. Savings associations are required to maintain sufficient liquidity to ensure safe and sound operations. As of June 30, 2020, Axos Bank was in compliance with the applicable liquidity standard. 20 Transactions with Related Parties. The authority of the Bank to engage in transactions with “affiliates” (i.e., any company that controls or is under common control with it, including the Company and any non-depository institution subsidiaries) is limited by federal law. The aggregate amount of covered transactions with any individual affiliate is limited to 10% of the capital and surplus of the savings institution. The aggregate amount of covered transactions with all affiliates is limited to 20% of a savings institution’s capital and surplus. Certain transactions with affiliates are required to be secured by collateral in an amount and of a type described in federal law. The purchase of low quality assets from affiliates is generally prohibited. Transactions with affiliates must be on terms and under circumstances that are at least as favorable to the institution as those prevailing at the time for comparable transactions with non-affiliated companies. In addition, savings institutions are prohibited from lending to any affiliate that is engaged in activities that are not permissible for bank holding companies, and no savings institution may purchase the securities of any affiliate other than a subsidiary. The Sarbanes-Oxley Act generally prohibits loans by public companies to their executive officers and directors. However, there is a specific exception for loans by financial institutions, such as the Bank, to its executive officers and directors that are made in compliance with federal banking laws. Under such laws, our authority to extend credit to executive officers, directors, and 10% or more shareholders (“insiders”), as well as entities such persons control, is limited. The law limits both the individual and aggregate amount of loans the Bank may make to insiders based, in part, on its capital position and requires certain board approval procedures to be followed. Such loans are required to be made on terms substantially the same as those offered to unaffiliated individuals and cannot involve more than the normal risk of repayment. There is an exception for loans made pursuant to a benefit or compensation program that is widely available to all employees of the institution and does not give preference to insiders over other employees. Capital Distribution Limitations. OCC regulations limit the ability of a savings association to make capital distributions, such as cash dividends. These regulations limit the ability of the Bank to pay dividends or other capital distributions to the Company, which in turn may limit our ability to pay dividends, repay debt or redeem or purchase shares of our outstanding common stock. Under these regulations, a savings association may, in circumstances described in those regulations: • Be required to file an application and await approval from the OCC before it makes a capital distribution; • Be required to file a notice 30 days before the capital distribution; or • Be permitted to make the capital distribution without notice or application to the OCC. Community Reinvestment Act and the Fair Lending Laws. Savings associations have a responsibility under the Community Reinvestment Act and related regulations of the OCC to help meet the credit needs of their communities, including low- and moderate-income neighborhoods. In addition, the Equal Credit Opportunity Act and the Fair Housing Act prohibit lenders from discriminating in their lending practices on the basis of characteristics specified in those statutes. An institution’s failure to comply with the provisions of the Community Reinvestment Act could, at a minimum, result in regulatory restrictions on its activities and the denial of applications for certain expansionary activities. In addition, an institution’s failure to comply with the Equal Credit Opportunity Act and the Fair Housing Act could result in the OCC, other federal regulatory agencies or the Department of Justice, taking enforcement actions against the institution. In the most recent Community Reinvestment Act Report, issued May 2019, the Bank received a ‘Satisfactory’ rating covering calendar years 2016, 2017, and 2018. In May 2020, the OCC finalized amendments to its regulations implementing the Community Reinvestment Act and the final rule significantly revamps how the OCC defines what qualifies for Community Reinvestment Act credit, where such activity must be conducted to receive credit, how performance is measured, and how performance is documented and reported. The final rule is effective October 1, 2020, with a compliance date of January 1, 2023 for us. The OCC has indicated it will conduct a future rulemaking to set the quantitative levels of Community Reinvestment Act activity that we would have to achieve to receive a Satisfactory or Outstanding rating, either within a particular assessment area or overall. Federal Home Loan Bank (“FHLB”) System. The Bank is a member of the FHLB system. Among other benefits, each FHLB serves as a reserve or central bank for its members within its assigned region. Each FHLB is financed primarily from the sale of consolidated obligations of the FHLB system. Each FHLB makes available loans or advances to its members in compliance with the policies and procedures established by the board of directors of the individual FHLB. As an FHLB member, the Bank is required to own capital stock in a Federal Home Loan Bank in specified amounts based on either its aggregate outstanding principal amount of its residential mortgage loans, home purchase contracts and similar obligations at the beginning of each calendar year or its outstanding advances from the FHLB. Activities of Subsidiaries. A savings association seeking to establish a new subsidiary, acquire control of an existing company or conduct a new activity through a subsidiary must provide 30 days prior notice to the FDIC and the OCC and conduct any activities of the subsidiary in compliance with regulations and orders of the OCC. The OCC has the power to require a savings association to divest any subsidiary or terminate any activity conducted by a subsidiary that the OCC determines to pose a serious 21 threat to the financial safety, soundness or stability of the savings association or to be otherwise inconsistent with sound banking practices. Consumer Laws and Regulations. The Dodd-Frank Act established the CFPB with broad rule-making, supervisory and enforcement authority over consumer financial products and services, including deposit products, residential mortgages, home- equity loans and credit cards. The CFPB is an independent “watchdog” within the Federal Reserve System with authority to enforce and create (i) rules, orders and guidelines of the CFPB, (ii) all consumer financial protection functions, powers and duties transferred from other federal agencies, such as the Federal Reserve, the OCC, the FDIC, the Federal Trade Commission, and the Department of Housing and Urban Development, and (iii) a long list of consumer financial protection laws enumerated in the Dodd-Frank Act, such as the Electronic Fund Transfer Act, the Consumer Leasing Act of 1976, the Alternative Mortgage Transaction Parity Act of 1982, the Equal Credit Opportunity Act, the Expedited Funds Availability Act, the Truth in Lending Act and the Truth in Savings Act, among many others. The CFPB has broad examination and enforcement authority, including the power to issue subpoenas and cease and desist orders, commence civil actions, hold investigations and hearings and seek civil penalties, as well as the authority to regulate disclosures, mandate registration of any covered person and to regulate what it considers unfair, deceptive, abusive practices. In June 2020, the U.S. Supreme Court ruled that the restriction on the President limiting removal of the Director of the CFPB only for cause under the Dodd-Frank Act was unconstitutional. The Court determined the restriction obstructed the President’s duty to oversee agencies under the executive branch, allowing the President to remove the Director at will. Concurrently, the Court ruled that the CFPB can continue to operate. In response to the ruling that settled the legal question of the CFPB’s existence and its legitimacy, the CFPB ratified most of the regulatory actions it took between January 4, 2012 and June 30, 2020. Depository institutions with more than $10 billion in assets and their affiliates are subject to direct supervision by the CFPB, including any applicable examination, enforcement and reporting requirements the CFPB may establish. As of June 30, 2020, we had $13.9 billion in total assets, placing the Bank under the direct supervision and oversight of the CFPB. The laws and regulations of the CFPB and other consumer protection laws and regulations to which the Bank is subject mandate certain disclosure requirements and regulate the manner in which we must deal with customers when taking deposits from, making loans to, or engaging in other types of transactions with, our customers. A section of the Dodd-Frank Act, commonly referred to as the Durbin Amendment, reduced the level of interchange fees that could be charged by institutions with greater than $10 billion in total assets. The exemption for small issuers ceases to apply as of July 1st of the year following the calendar year in which the issuer has total consolidated assets of $10 billion or more at calendar year-end. At December 31, 2019, we had total assets in excess of $10 billion. Therefore, as of July 1, 2020, the Durbin Amendment reduces the amount of interchange fees that we can charge and will adversely affect our non-interest income through our fee-sharing prepaid card partnerships, such as with H&R Block. In May 2020, the OCC finalized a rule to address the legal uncertainty regarding the effect of a transfer on a loan’s permissible interest rate caused by the Second Circuit’s 2015 decision in Madden v. Midland Funding, LLC. The rule clarifies that when a national bank (or federal savings bank) sells, assigns, or otherwise transfers a loan, the interest permissible before the transfer continues to be permissible after the transfer. The Bank expects the impact of this rule to benefit the strategic partnerships division. Privacy Standards and Cybersecurity. The Gramm-Leach-Bliley Act (“GLBA”) modernized the financial services industry by establishing a comprehensive framework to permit affiliations among commercial banks, insurance companies, securities firms and other financial service providers. The Bank is subject to OCC regulations implementing the privacy protection provisions of the GLBA. These regulations require the Bank to disclose its privacy policy, including informing consumers of its information sharing practices and informing consumers of their rights to opt out of certain practices. State regulators have been increasingly active in implementing privacy and cybersecurity standards and regulations. Recently, several states have adopted regulations requiring certain financial institutions to implement cybersecurity programs and providing detailed requirements with respect to these programs, including data encryption requirements. Many states have also recently implemented or modified their data breach notification and data privacy requirements. In June 2018, the California legislature passed the California Consumer Privacy Act of 2018 (the “California Privacy Act”), which took effect on January 1, 2020. The California Privacy Act, which covers businesses that obtain or access personal information on California resident consumers, grants consumers enhanced privacy rights and control over their personal information and imposes significant requirements on covered companies with respect to consumer data privacy rights. Bank Secrecy Act and Anti-Money Laundering The Bank and its affiliated broker-dealers are subject to the Bank Secrecy Act and other anti-money laundering laws and regulations, including the USA PATRIOT Act. The Bank Secrecy Act requires all financial institutions to, among other things, 22 establish a risk-based system of internal controls reasonably designed to prevent money laundering and the financing of terrorism. The Bank Secrecy Act includes various record keeping and reporting requirements such as cash transaction and suspicious activity reporting as well as due diligence requirements. The USA PATRIOT Act gives the federal government broad powers to address terrorist threats through enhanced domestic security measures, expanded surveillance powers, increased information sharing, and broadened anti-money laundering requirements. Failure of a financial institution to maintain and implement adequate programs to combat money laundering and terrorist financing could have serious legal and reputational consequences for the institution. Office of Foreign Assets Control Regulation The Bank and its affiliated broker-dealers are also required to comply with the U.S. Treasury’s Office of Foreign Assets Control imposed economic sanctions that affect transactions with designated foreign countries, nationals, individuals, entities and others. These are typically known as the “OFAC” rules, based on their administration by the U.S. Treasury Department Office of Foreign Assets Control. The OFAC-administered sanctions targeting countries take many different forms. Generally, however, they contain one or more of the following elements: (i) restrictions on trade with, or investment in, a sanctioned country, including prohibitions against direct or indirect imports from, and exports to, a sanctioned country and prohibitions on “U.S. persons” engaging in financial transactions relating to making investments in, or providing investment-related advice or assistance to, a sanctioned country; and (ii) a blocking of assets in which the government or specially designated nationals of the sanctioned country have an interest, by prohibiting transfers of property subject to U.S. jurisdiction (including property in the possession or control of U.S. persons). Blocked assets (e.g., property and bank deposits) cannot be paid out, withdrawn, set off, or transferred in any manner without a license from OFAC. Failure to comply with these sanctions could have serious legal and reputational consequences. Certain Regulatory Developments Relating to the COVID-19 Pandemic CARES Act On March 27, 2020, the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”) was passed by Congress and signed into law by the President. The CARES Act provided approximately $2.2 trillion in direct economic relief in response to the public health and economic impacts of COVID-19. Many of the CARES Act’s programs are, and remain, dependent upon the direct involvement of U.S. financial institutions like the Company and the Bank. These programs have been implemented through rules and guidance adopted by federal departments and agencies, including the U.S. Department of Treasury, the Federal Reserve, and other federal bank regulatory authorities, including those with direct supervisory jurisdiction over the Company and the Bank. Furthermore, as the COVID-19 pandemic evolves, federal regulatory authorities continue to issue additional guidance with respect to the implementation, lifecycle, and eligibility requirements for the various CARES Act programs as well as industry-specific recovery procedures for COVID-19. Set forth below is a brief overview of select provisions of the CARES Act and other regulations and supervisory guidance related to the COVID-19 pandemic that are applicable to the operations and activities of the Company and its subsidiaries, including the Bank. Paycheck Protection Program (“PPP”). A principal provision of the CARES Act amended the Small Business Administration’s (SBA) loan program to create a guaranteed, unsecured loan program, the PPP, to fund operational costs of eligible businesses, organizations, and self-employed persons during COVID-19. On June 5, 2020, the President signed the Paycheck Protection Program Flexibility Act (“PPPFA”) into law, which among other things, gave borrowers additional time and flexibility to use PPP loan proceeds. Shortly thereafter, and due to the evolving impact of the COVID-19 pandemic, the President signed additional legislation authorizing the SBA to resume accepting PPP applications on July 6, 2020 and extending the PPP application deadline to August 8, 2020. It is anticipated that additional revisions to the SBA’s interim final rules on forgiveness and loan review procedures will be forthcoming to address these and related changes. As a participating lender in the PPP, the Bank continues to monitor legislative, regulatory, and supervisory developments related thereto. Troubled Debt Restructuring and Loan Modifications for Affected Borrowers. The CARES Act permits banks to suspend requirements under GAAP that certain loan modifications be characterized as TDRs and suspend any determination related thereto if (i) the loan modification is made between March 1, 2020 and the earlier of December 31, 2020 or 60 days after the end of the COVID-19 emergency declaration and (ii) the applicable loan was not more than 30 days past due as of December 31, 2019. Federal bank regulatory authorities also issued guidance to encourage banks to make loan modifications for borrowers affected by COVID-19 and to assure banks that they will not be criticized by examiners for doing so. Additionally, FASB accounting standard codification subtopic 310-40 allows for delays in payments that are insignificant in consideration to the total contractual amount due and the timing of the delay. Temporary Regulatory Capital Relief related to Impact of Current Expected Credit Loss (“CECL”). Concurrent with enactment of the CARES Act, federal bank regulatory authorities issued an interim final rule that delays the estimated impact on regulatory capital resulting from the adoption of CECL. The interim final rule provides banking organizations that implement CECL before the end of 2020 the option to delay for two years the estimated impact of CECL on regulatory capital relative to 23 regulatory capital determined under the prior incurred loss methodology, followed by a three-year transition period to phase out the aggregate amount of capital benefit provided during the initial two-year delay. REGULATION OF SECURITIES BUSINESS In early 2019, we acquired COR Clearing, LLC (now Axos Clearing LLC), a correspondent clearing firm for broker- dealers, and the WiseBanyan (now Axos Invest) entities, an introducing broker and a registered investment adviser. The correspondent clearing firm and introducing broker are broker-dealers registered with the SEC and members of FINRA and various other self-regulatory organizations. Axos Clearing also uses various clearing organizations, including the Depository Trust Company, the National Securities Clearing Corporation, and the Options Clearing Corporation. Our broker-dealers are registered with the SEC, FINRA, all 50 U.S. states and the District of Columbia. Much of the regulation of broker-dealers, however, has been delegated to self-regulatory organizations, principally FINRA, the Municipal Securities Rulemaking Board or national securities exchanges. These self-regulatory organizations adopt rules (which are subject to approval by the SEC) for governing their members and the industry. Broker-dealers are also subject to federal regulation and the securities laws of each state where they conduct business. Our broker-dealers are members of, and are primarily subject to regulation, supervision and regular examination by FINRA. Broker-dealers are subject to extensive laws, rules and regulations covering all aspects of the securities business, including sales and trading practices, public offerings, publication of research reports, use and safekeeping of clients’ funds and securities, capital adequacy, record keeping and reporting, the conduct of directors, officers, and employees, qualification and licensing of supervisory and sales personnel, marketing practices, supervisory and organizational procedures intended to ensure compliance with securities laws and to prevent improper trading on material nonpublic information, limitations on extensions of credit in securities transactions, clearance and settlement procedures, and rules designed to promote high standards of commercial honor and just and equitable principles of trade. Broker-dealers are also regulated by state securities administrators in those jurisdictions where they do business. Regulators may conduct periodic examinations and review reports of our operations, performance, and financial condition. Our broker-dealers’ margin lending is regulated by the Federal Reserve Board’s restrictions on lending in connection with client purchases and short sales of securities, and FINRA rules also require our broker-dealers to impose maintenance requirements based on the value of securities contained in margin accounts. The rules of the Municipal Securities Rulemaking Board, which are enforced by the SEC and FINRA, apply to the municipal securities activities of Axos Clearing, and the Axos Invest broker-dealer. Violations of laws, rules and regulations governing a broker-dealer’s actions could result in censure, penalties and fines, the issuance of cease-and-desist orders, the restriction, suspension, or expulsion from the securities industry of such broker-dealer, its registered representatives, officers or employees, or other similar adverse consequences. Significant new rules and regulations continue to arise as a result of the Dodd-Frank Act, including the implementation of a more stringent fiduciary standard for broker-dealers and increased regulation of investment advisers. Compliance with these provisions could result in increased costs. Moreover, to the extent the Dodd-Frank Act affects the operations, financial condition, liquidity, and capital requirements of financial institutions with whom we do business, those institutions may seek to pass on increased costs, reduce their capacity to transact, or otherwise present inefficiencies in their interactions with us. Limitation on Businesses. The businesses that our broker-dealers may conduct are limited by its agreements with, and its oversight by, FINRA, other regulatory authorities and federal and state law. Participation in new business lines, including trading of new products or participation on new exchanges or in new countries often requires governmental and/or exchange approvals, which may take significant time and resources. In addition, our broker-dealers are operating subsidiaries of Axos, which means their activities may be further limited by those that are permissible for subsidiaries of financial holding companies, and as a result, may be prevented from entering new businesses that may be profitable in a timely manner, if at all. Net Capital Requirements. The SEC, FINRA and various other regulatory authorities have stringent rules and regulations with respect to the maintenance of specific levels of net capital by regulated entities. Rule 15c3-1 of the Exchange Act (the “Net Capital Rule”) requires that a broker-dealer maintain minimum net capital. Generally, a broker-dealer’s net capital is net worth plus qualified subordinated debt less deductions for non-allowable (or non-liquid) assets and other adjustments and operational charges. At June 30, 2020, our broker-dealers were in compliance with applicable net capital requirements. The SEC, CFTC, FINRA and other regulatory organizations impose rules that require notification when net capital falls below certain predefined thresholds. These rules also dictate the ratio of debt-to-equity in the regulatory capital composition of a broker-dealer, and constrain the ability of a broker-dealer to expand its business under certain circumstances. If a broker-dealer fails to maintain the required net capital, it may be subject to penalties and other regulatory sanctions, including suspension or revocation of registration by the SEC or applicable regulatory authorities, and suspension or expulsion by these regulators could 24 ultimately lead to the broker-dealer’s liquidation. Additionally, the Net Capital Rule and certain FINRA rules impose requirements that may have the effect of prohibiting a broker-dealer from distributing or withdrawing capital and requiring prior notice to, and approval from, the SEC and FINRA for certain capital withdrawals. Compliance with the net capital requirements may limit our operations, requiring the intensive use of capital. Such rules require that a certain percentage of a broker-dealer’s assets be maintained in relatively liquid form and therefore act to restrict our ability to withdraw capital from our broker-dealer entities, which in turn may limit our ability to pay dividends, repay debt or redeem or purchase shares of our outstanding common stock. Any change in such rules or the imposition of new rules affecting the scope, coverage, calculation or amount of capital requirements, or a significant operating loss or any unusually large charge against capital, could adversely affect our ability to pay dividends, repay debt, meet our debt covenant requirements or to expand or maintain our operations. In addition, such rules may require us to make substantial capital contributions into one or more of the our broker-dealers in order for such subsidiaries to comply with such rules, either in the form of cash or subordinated loans made in accordance with the requirements of all applicable net capital rules. Customer Protection Rule. Our broker-dealers that hold customers’ funds and securities are subject to the SEC’s customer protection rule (Rule 15c3-3 under the Exchange Act), which generally provides that such broker-dealers maintain physical possession or control of all fully-paid securities and excess margin securities carried for the account of customers and maintain certain reserves of cash or qualified securities. Securities Investor Protection Corporation (“SIPC”). Our broker-dealers are subject to the Securities Investor Protection Act and belong to SIPC, whose primary function is to provide financial protection for the customers of failing brokerage firms. SIPC provides protection for customers up to $500,000, of which a maximum of $250,000 may be in cash. Anti-Money Laundering. Our broker-dealers must also comply with the USA PATRIOT Act and other rules and regulations, including FINRA requirements, designed to fight international money laundering and to block terrorist access to the U.S. financial system. We are required to have systems and procedures to ensure compliance with such laws and regulations. Investment Adviser. As an investment adviser registered with the SEC, our subsidiary Axos Invest, Inc. is subject to the requirements of the Investment Advisers Act of 1940, as amended, the Investment Company Act of 1940, as amended, and the rules and regulations promulgated thereunder (together, the “Advisers Act”), including examination by the SEC’s staff. Such requirements relate to, among other things, fiduciary duties to clients, performance fees, maintaining an effective compliance program, solicitation arrangements, conflicts of interest, advertising, limitations on agency and principal transactions between the advisor and advisory clients, record keeping and reporting requirements, disclosure requirements, and general anti-fraud provisions. The SEC is authorized to institute proceedings and impose sanctions for violations of the Advisers Act, ranging from fines and censure to termination of an investment advisor’s registration. Investment advisors also are subject to certain state securities laws and regulations. Failure to comply with the Advisers Act or other federal and state securities laws and regulations could result in investigations, sanctions, profit disgorgement, fines or other similar consequences against us. AVAILABLE INFORMATION Axos Financial, Inc. files reports, proxy and information statements and other information electronically with the SEC. You may read and copy any materials that we file with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington, DC 20549. Information may be obtained on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. The SEC’s website site address is http://www.sec.gov. Our web site address is http:// www.axosfinancial.com, and we make our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K and amendments thereto available on our website free of charge. 25 ITEM 1A. RISK FACTORS An investment in our common stock is subject to risks inherent in our business. Before making an investment decision, you should carefully consider the risks and uncertainties described below together with all of the other information included in this report. In addition to the risks and uncertainties described below, other risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially and adversely affect our business, financial condition and results of operations. The value or market price of our common stock could decline due to any of these identified or other risks, and you could lose all or part of your investment. This Annual Report on Form 10-K is qualified in its entirety by these risk factors. Risks Relating to Our Industry Changes in interest rates could adversely affect our performance. Our results of operations depend to a great extent on our net interest income, which is the difference between the interest rates earned on interest-earning assets such as loans and leases and investment securities, and the interest rates paid on interest- bearing liabilities such as deposits and borrowings. We are exposed to interest rate risk because our interest-earning assets and interest-bearing liabilities do not react uniformly or concurrently to changes in interest rates, as the two have different time periods for adjustment and can be tied to different measures of rates. Interest rates are sensitive to factors that are beyond our control, including domestic and international economic conditions and the policies of various governmental and regulatory agencies, including the Federal Reserve. The monetary policies of the Federal Reserve, implemented through open market operations and regulation of the discount rate and reserve requirements, affect prevailing interest rates. After steadily increasing the target federal funds rate in 2018 and 2017, the Federal Reserve in 2019 decreased the target federal funds rate by 75 basis points, and in response to the COVID-19 pandemic in March 2020, decreased the target federal funds rate by an additional 150 basis points to a range of 0.0% to 0.25% as of March 31, 2020. Loan and lease originations and repayment rates tend to increase with declining interest rates and decrease with rising interest rates. On the deposit side, increasing interest rates generally lead to interest rate increases on our deposit accounts. We manage the sensitivity of our assets and liabilities. However, a decrease in interest rates could cause borrowers to refinance higher rate loans at lower rates and under those circumstances, we would not be able to reinvest those prepayments in assets earning interest rates as high as the rates on those prepaid loans. Meanwhile, large, unanticipated, or rapid increase in market interest rates would likely have an adverse impact on our net interest income and a decrease in our refinancing business and related fee income, and could cause an increase in delinquencies and non-performing loans and leases in our adjustable-rate loans. In addition, interest rate volatility can affect the value of our loans and leases, investments and other interest-rate sensitive assets and our ability to realize gains on the sale or resolution of these assets. There can be no assurance that we will be able to successfully manage our interest rate risk. A significant economic downturn could result in increases in our level of non-performing loans and leases and/or reduce demand for our products and services, which could have an adverse effect on our results of operations. Our business and results of operations are affected by the financial markets and general economic conditions, including factors such as the level and volatility of interest rates, inflation, home prices, unemployment and under-employment levels, bankruptcies, household income and consumer spending. While the national economy and most regions have improved since the financial crisis of 2008 and subsequent economic recession, we now operate in an uncertain and recessionary economic environment primarily due to the COVID-19 pandemic, in addition to a variety of other reasons for economic uncertainty, including but not limited to trade wars, geopolitical tensions, concerns about stability of the European Union (“EU”), including Britain’s exit from the EU, volatile oil prices and emerging market crises. The risks associated with our business become more acute in periods of a slowing economy or slow growth. The continuation of recessionary conditions, high unemployment or potential negative events in the housing markets, including significant and continuing home price declines and increased delinquencies and foreclosures, would adversely affect our mortgage and construction loans and result in increased asset write-downs. While we are continuing to take steps to decrease and limit our exposure to problem loans, we nonetheless retain direct exposure to the residential and commercial real estate markets. Declines in real estate values, a prolonged economic downturn and an increase in unemployment levels may result in higher than expected loan and lease delinquencies and a decline in demand for our products and services. Furthermore, given our high concentration of loans secured by real estate in California, the Company remains specifically susceptible to a downturn in California’s economy. These negative events may cause us to incur losses and may adversely affect our capital, financial condition and results of operations. The outbreak of COVID-19 has impacted our business and could adversely affect our business activities, financial condition and results of operations. The COVID-19 pandemic has contributed to (i) increased unemployment and decreased consumer confidence and business generally, leading to an increased risk of delinquencies, defaults and foreclosures; (ii) sudden and significant declines, and 26 significant increases in volatility, in financial markets; (iii) ratings downgrades, credit deterioration and defaults in many industries, including commercial real estate and multifamily; (iv) significant reductions in the targeted federal funds rate (which was reduced to a target rate of between zero and 0.25% in the first quarter); and (v) heightened cybersecurity, information security and operational risks as a result of arrangements to work remotely. In addition, we also face an increased risk of client disputes, litigation and governmental and regulatory scrutiny as a result of the effects of COVID-19 on market and economic conditions and actions governmental authorities take in response to those conditions, including moratoria and other suspensions of collections, foreclosures, and related obligations. The COVID-19 pandemic continues to have an adverse effect on (i) the ability of our borrowers to satisfy their obligations to us, (ii) the demand for certain of our loans or our other products and services, (iii) financial markets, real estate markets, and economic growth, (iv) the credit risk of our commercial, residential, and unsecured loan portfolios and (v) other aspects of our business operations. The continued impact on our business, financial condition, liquidity and results of operations, is unknown at this time, and will depend on a number of evolving factors and future developments beyond our control and that we are unable to predict, including the duration, spread and severity of the pandemic; the nature, extent and effectiveness of containment measures; the timing of development and widespread availability of medical treatments or vaccines; the extent and duration of the effect on the economy, unemployment, consumer confidence and consumer and business spending; the impact and continued availability of monetary, fiscal and other economic policies and programs designed to provide economic assistance to individuals and small businesses; and how quickly and to what extent normal economic and operating conditions can resume. Additionally, the COVID-19 pandemic has significantly affected the financial markets and has resulted in a number of the Federal Reserve actions causing market interest rates to decline significantly, which could negatively impact our net interest income. A prolonged period of extremely volatile and unstable market conditions would likely increase our funding costs and negatively affect the effectiveness of our market risk mitigation strategies. Higher income volatility from changes in interest rates and spreads to benchmark indices could cause a loss of future net interest income and a decrease in current fair market values of our assets. Fluctuations in interest rates will impact both the level of income and expense recorded on most of our assets and liabilities and the market value of all interest-earning assets and interest-bearing liabilities, which in turn could have a material adverse effect on our net income, operating results, or financial condition. Although the Company makes estimates of loan losses related to the COVID-19 pandemic as part of its evaluation of the allowance for loan losses, such estimates involve significant judgment and are made in the context of significant uncertainty as to the impact the COVID-19 pandemic will have on the credit quality of our loan portfolio. It is likely that loan delinquencies, adversely classified loans and loan charge-offs will increase in the future as a result of the COVID-19 pandemic. Any increases in the allowance for loan losses will result in a decrease in net income. We rely on many outside service providers that support our day-to-day operations including data processing and electronic communications, real estate appraisal, loan servicers and local and federal government agencies, offices and courthouses. If any of these service providers are unable to continue to provide us with these services, it could negatively impact our ability to serve our customers. Although we have a business continuity plan and other safeguards in place that are designed to provide for our continuing operation in case of potentially disruptive events, such as a global pandemic, there can be no guarantee that our plan will effectively address some or all of the effects of the COVID-19 pandemic. The pandemic and containment measures have caused us to modify our strategic plans and business practices, and we may take further actions that we determine are in the best interests of our colleagues, customers and business partners. If we do not respond appropriately to the pandemic, or if customers or other stakeholders do not perceive our response to be adequate, we could suffer damage to our reputation and our brand, which could materially adversely affect our business. The ultimate economic impacts to the Company of the COVID-19 pandemic are uncertain and difficult to predict and could adversely impact our business, financial condition and results of operations. Further, a significant decrease in results of future operations may place a strain on the Bank's capital reserve ratios. 27 Our bank has elected to participate as a lender in the Federal Paycheck Protection Program (“PPP”) and has accordingly become subject to a number of significant risks applicable to lenders under the PPP. The PPP loans made by the Bank under the federal CARES Act are guaranteed by the Small Business Administration (“SBA”) and, if the loan funds are used by the borrower for specific purposes as provided under the PPP, may be fully or partially forgiven by the SBA at which time, the Bank will receive funds related to the PPP loan forgiveness directly from the SBA. If the borrower under the PPP loan fails to qualify for loan forgiveness, we are at the heightened risk of holding these loans at unfavorable interest rates as compared to the loans to customers that we would have otherwise extended credit. Because of the brief time between the passing of the CARES Act and implementation of the PPP, some of the rules and guidance relating to the PPP evolved or were issued after lenders, including the Bank, began processing PPP applications. There was and continues to be uncertainty regarding some of the laws, rules and guidance relating to the PPP. If the SBA or other regulators determine that the Bank has not complied with all PPP laws, rules and guidance, we could be required to refund some or all of the fees related to PPP loans that we have earned or be subject to other regulatory enforcement action. Furthermore, in the event of a loss resulting from a default on a PPP loan and a determination by the SBA that there was a deficiency in the manner in which the PPP loan was originated, funded or serviced by the Bank, the SBA may deny its liability under the guaranty, reduce the amount of the guaranty or, if it has already made payment under the guaranty, seek recovery of any loss related to the deficiency from the Bank. In addition, since the commencement of the PPP, several banks have been subject to litigation regarding their processing of PPP loan applications. The Bank may be exposed to the risk of similar litigation and/or negative media attention, from both customers and non-customers that approached the Bank seeking PPP loans. PPP lenders, including the Bank, may also be subject to the risk of litigation in connection with other aspects of the PPP, including but not limited to borrowers seeking forgiveness of their loans. Any financial liability, litigation costs, or reputational damage caused by PPP related litigation or media attention could have a material adverse impact on our business, financial condition, and results of operations. The weakness of other financial institutions could adversely affect us. Our ability to engage in routine funding transactions could be adversely affected by the actions and commercial soundness of other financial institutions. Financial services institutions are interrelated as a result of trading, clearing, counterparty and other relationships. We have exposure to many different counterparties, and we routinely execute transactions with counterparties in the financial industry, including brokers-dealers, other commercial banks, investment banks, mutual and hedge funds, and other financial institutions. As a result, defaults by, or even rumors or questions about, one or more financial services institutions, or the financial services industry generally, could lead to market-wide liquidity problems and losses or defaults by us or by other institutions and organizations. Many of these transactions expose us to credit risk in the event of default of our counterparty or client. In addition, our credit risk may be exacerbated when the collateral held by us cannot be liquidated or is liquidated at prices not sufficient to recover the full amount of the financial instrument exposure due to us. There is no assurance that any such losses would not materially and adversely affect our results of operations. Changes in laws, regulations or oversight or increased enforcement activities by regulatory agencies may increase our costs and adversely affect our business and operations. We operate in a highly regulated industry and are subject to oversight, regulation and examination by federal and/or state governmental authorities under various laws, regulations and policies, which impose requirements or restrictions on our operations, capitalization, payment of dividends, mergers and acquisitions, investments, loans and interest rates charged and interest rates paid on deposits. We must also comply with federal anti-money laundering, bank secrecy, tax withholding and reporting, and various consumer protection statutes and regulations. A considerable amount of management time and resources is devoted to oversight of, and development and implementation of controls and procedures relating to, compliance with these laws, regulations and policies. The laws, regulation and supervisory policies applicable to us are subject to regular modification and change. New or amended laws, rules and regulations could impact our operations, increase our capital requirements or substantially restrict our growth and adversely affect our ability to operate profitably by making compliance much more difficult or expensive, restricting our ability to originate or sell loans, or further restricting the amount of interest or other charges or fees earned on loans or other products. In addition, further regulation could increase the assessment rate we are required to pay to the FDIC, adversely affecting our earnings. It is very difficult to predict future changes in regulation or the competitive impact that any such changes would have on our business. Any new laws, rules and regulations including the recently effective California Privacy Act that could make compliance more difficult, expensive, costly to implement or may otherwise adversely affect our business, financial condition or growth prospects. Other changes to statutes, regulations, or regulatory policies, including changes in interpretation or implementation of statutes, regulations, or policies, could affect us in substantial and unpredictable ways including subjecting us to additional costs, limiting the types of financial services and products we may offer, and increasing the ability of non-banks to offer competing financial services and products. 28 In addition, the federal Bank Secrecy Act, the USA PATRIOT Act, and similar laws and regulations require financial institutions, among other duties, to institute and maintain effective anti-money laundering programs and to file suspicious activity and currency transaction reports as appropriate. The Financial Crimes Enforcement Network (“FinCEN”), a bureau of the United States Department of Treasury, is authorized to impose significant civil money penalties for violations of those requirements and has engaged in coordinated enforcement efforts with the individual federal banking regulators, as well as the U.S. Department of Justice, Drug Enforcement Administration and IRS. There is also increased scrutiny of compliance with the rules enforced by the Office of Foreign Assets Control (“OFAC”). Federal and state bank regulators also have focused on compliance with the Bank Secrecy Act and anti-money laundering regulations. If our policies, procedures and systems are deemed deficient, we would be subject to liability, including fines and regulatory actions such as restrictions on our ability to pay dividends and the necessity to obtain regulatory approval to proceed with acquisitions and other strategic transactions, which could negatively impact our business, financial condition, results of operations and prospects. Failure to maintain and implement adequate programs to combat money laundering and terrorist financing could also have material adverse reputational consequences for us. Our failure to comply with current, or adapt to new or changing, laws, regulations or policies could result in enforcement actions and sanctions against us by regulatory agencies, civil money penalties and/or reputation damage, along with corrective action plans required by regulatory agencies, any of which could have a material adverse effect on our business, financial condition and results of operations, and the value of our common stock. Our recent acquisitions of broker-dealer and investment advisory businesses subjects us to new regulatory risks. In early 2019, we acquired COR Clearing, a correspondent clearing firm for broker-dealers, and the WiseBanyan entities, an introducing broker and a registered investment adviser. The correspondent clearing firm and introducing broker are broker- dealers registered with the SEC and members of FINRA and various other self-regulatory organizations, which subjects us for the first time to regulation by the SEC and FINRA, and potential new risks and uncertainties relating to compliance and potential violations of laws, rules and regulations. Such violations could result in censure, penalties and fines, the issuance of cease-and- desist orders, the restriction, suspension, or expulsion from the securities industry of the company or its officers or employees, or other similar adverse consequences, any of which could cause us to incur losses and adversely affect our capital, financial condition and results of operations. See “Regulation of Securities Business”. Recent changes to our size and structure will subject us to additional regulation, increased supervision and increased costs. The Company is a savings and loan holding company that is subject to regulation and supervision by the Federal Reserve. As such, the Company is required to act as a financial “source of strength” for the Bank. The term “source of financial strength” is defined in the Dodd-Frank Act as the ability of a company to provide financial assistance to such insured depository institution in the event of the financial distress of such insured depository institution. Given the power provided to the federal banking agencies in this provision, it is possible that the Company could be required to serve as a source of financial strength for the Bank when we might not otherwise voluntarily choose to do so. In such event, if the Company did not hold or was unable to raise necessary capital, we could become subject to negative or burdensome regulatory conditions that could negatively impact our growth, financial condition and results of operations. The Dodd-Frank Act imposes additional regulatory requirements on financial institutions with $10 billion or more in total assets. The Company has grown to hold total assets in excess of $10 billion beginning with the quarter ending March 31, 2019. As a result, we are now subject to the following additional requirements: • • • • supervision, examination and enforcement by the CFPB with respect to consumer financial protection laws; a modified methodology for calculating FDIC insurance assessments and potentially higher assessment rates as a result of institutions with $10 billion or more in assets being required to bear a greater portion of the cost of raising the reserve ratio to 1.35% as required by the Dodd-Frank Act; heightened compliance standards under the Volcker Rule; and enhanced supervision as a larger financial institution. The imposition of these regulatory requirements and increased supervision may require additional commitment of financial resources to regulatory compliance and may increase our cost of operations. In addition, under the Durbin Amendment to the Dodd-Frank Act, institutions with $10 billion or more in assets are subject to a cap on the interchange fees that may be charged in certain electronic debit and prepaid card transactions, beginning July 1st of the following year in which the institution exceeds such size. The maximum permissible interchange fee for electronic debit transactions is the sum of 21 cents per transaction and five basis points multiplied by the value of the transaction. In addition, an issuer may charge up to one cent on each transaction as a fraud prevention adjustment if the issuer meets certain fraud prevention 29 standards. Because the Company’s total assets exceeded $10 billion on December 31, 2019, the Durbin Amendment applied to us starting July 1, 2020. The Durbin Amendment will reduce the amount of interchange fees that we can charge and could adversely affect our fee-sharing prepaid card partnerships. In particular, in July 2020, H&R Block exercised its right to terminate the Program Management Agreement prior to its expiration in June 30, 2022, because Axos Bank did not agree to compensate H&R Block for the reduction in interchange fees that H&R Block would receive from the Emerald Card® in 2021 and 2022 due to the application of the Durbin Amendment. As a result of this termination, assuming (A) the transaction volumes of activity for Emerald Card, Emerald Advance and Refund Transfer products for fiscal 2021 are similar to fiscal 2020 and (B) there are no payments to the Company for transition services performed for H&R Block or the new bank, the potential impact on our operating results would be a reduction in net operating income (revenue, less expense, less income tax) for Emerald Card, Emerald Advance and Refund Transfer Products and administrative fees of approximately $21.0 million or $0.35 per diluted share for fiscal 2021. H&R Block has also elected to use another bank for Refund Advance, and assuming (ii) the transaction volumes and pricing for the Refund Advance product for fiscal 2021 would have been similar to fiscal 2020 and (iii) there are no payments to Axos Bank for transition services performed for H&R Block or the new bank, the potential impact on our operating results would be an additional reduction in net operating income (revenue, less expense, less income tax) for Refund Advance of approximately $10.0 million or $0.17 per diluted share for fiscal 2021. The actual outcome and the impact on our operating results may vary from those examples assumed above. Policies and regulations enacted by the Consumer Financial Protection Bureau may negatively impact our residential mortgage loan business and compliance risk. Our consumer business, including our mortgage and deposit businesses, may be adversely affected by the policies enacted or regulations adopted by the CFPB, which, under the Dodd-Frank Act, has broad rule-making authority over consumer financial products and services. The CFPB is in the process of reshaping consumer financial protection laws through rule-making and enforcement against unfair, deceptive and abusive acts or practices. The CFPB has broad rule-making authority to administer and carry out the provisions of the Dodd-Frank Act with respect to financial institutions that offer covered financial products and services to consumers. The CFPB has also been directed to write rules identifying practices or acts that are unfair, deceptive or abusive in connection with any transaction with a consumer for a consumer financial product or service, or the offering of a consumer financial product or service. The prohibition on “abusive” acts or practices is being clarified each year by CFPB enforcement actions and opinions from courts and administrative proceedings. In January 2014, a series of final rules issued by the CFPB to implement provisions in the Dodd-Frank Act related to mortgage origination and servicing went into effect and caused an increase in the cost of originating and servicing residential mortgage loans. While it is difficult to quantify any future increases in our regulatory compliance burden, the costs associated with regulatory compliance, including the need to hire additional compliance personnel, may continue to increase. Changes in United States trade policies, including the imposition of tariffs and retaliatory tariffs, may adversely impact the Company’s business, financial condition and results of operations. There has been and continues to be substantial debate and controversy concerning changes to United States trade policies, legislation, treaties and tariffs, including trade policies and tariffs affecting other countries, including China, the European Union, Canada and Mexico and retaliatory tariffs by such countries. Tariffs and retaliatory tariffs have been imposed by the United States and other countries, and additional tariffs and retaliation tariffs have been proposed. If prices of consumer goods or key industrial products increase materially as a result of tariffs, the ability of individual households to service debt may be negatively impacted. This could adversely affect the Company’s financial condition and results of operations. Replacement of the LIBOR benchmark interest rate may have an impact on our business, financial condition or results of operations. On July 27, 2017, the Financial Conduct Authority (FCA), a regulator of financial services firms in the United Kingdom, announced that it intends to stop persuading or compelling banks to submit LIBOR rates after 2021. The FCA and the submitting LIBOR banks have indicated they will support the LIBOR indices through 2021 to allow for an orderly transition to an alternative reference rate. In the United States, efforts to identify a set of alternative U.S. dollar reference interest rates include proposals by the Alternative Reference Rates Committee of the Federal Reserve to use a Secured Overnight Financing Rate (“SOFR”) as an alternative to LIBOR. SOFR is a broad measure of the cost of overnight borrowings collateralized by Treasury securities that was selected by the Alternative Reference Rate Committee due to the depth and robustness of the U.S. Treasury repurchase market. Other financial services regulators and industry groups are evaluating the possible phase-out of LIBOR and the development of alternate reference rate indices or reference rates. At this time, it is not possible to predict whether these recommendations and proposals will be broadly accepted, whether they will continue to evolve, and what the effect of their implementation may be on the markets for floating-rate financial instruments. 30 Many of our assets and liabilities are indexed to LIBOR. We are evaluating the potential impact of the possible replacement of the LIBOR benchmark interest rate, but are not able to predict whether LIBOR will cease to be available after 2021, whether the alternative rates the Federal Reserve proposes to publish will become market benchmarks in place of LIBOR, or what the impact of such a transition will have on our business, financial condition, or results of operations. We continue to develop and implement plans to mitigate the risks associated with the expected discontinuation of LIBOR. The market transition away from LIBOR to an alternative reference rate is complex and could have a range of adverse effects on our business, financial condition and results of operations. In particular, any such transition could: • • • • • • adversely affect the interest rates paid or received on, the revenue and expenses associated with, and the value of our floating-rate obligations, loans, deposits, derivatives, and other financial instruments tied to LIBOR rates, or other securities or financial arrangements given LIBOR’s role in determining market interest rates globally; prompt inquiries or other actions from regulators in respect of our preparation and readiness for the replacement of LIBOR with an alternative reference rate; require extensive changes to the contracts that govern these LIBOR-based products; result in disputes, litigation or other actions with counterparties regarding the interpretation and enforceability of certain fallback language in LIBOR-based securities; require the transition to or development of appropriate systems and analytics to effectively transition our risk management processes from LIBOR-based products to those based on the applicable alternative pricing benchmark; and impact our pricing and interest rate risk models, our loan product structures, our funding costs, our valuation tools and result in increased compliance and operational costs. Risks Relating to Mortgage Loans and Mortgage-Backed Securities Declining real estate values, particularly in California, could reduce the value of our loan and lease portfolio and impair our profitability and financial condition. The majority of the loans in our portfolio are secured by real estate. At June 30, 2020, approximately 71.5% of our mortgage portfolio was secured by real estate located in California. In recent years, there has been significant volatility in real estate values in California and in some cases the collateral for our real estate loans has become less valuable. If real estate values decrease or more of our borrowers experience financial difficulties, we will experience increased charge-offs, as the proceeds resulting from foreclosure may be significantly lower than the amounts outstanding on such loans. In addition, declining real estate values frequently accompany periods of economic downturn or recession and increasing unemployment, all of which can lead to lower demand for mortgage loans of the types we originate. A decline of real estate values or decline of the credit position of our borrowers in California would have a material adverse effect on our business, prospects, financial condition and results of operations. Many of our mortgage loans are unseasoned and defaults on such loans would harm our business. At June 30, 2020, our multifamily residential loans were $2,303.2 million or 31.2% of our mortgage loans and our commercial real estate loans were $371.2 million, or 5.0% of our mortgage loans. The payment on such loans is typically dependent on the cash flows generated by the projects, which are affected by the supply and demand for multifamily residential units and commercial property within the relative market. If the market for multifamily residential units and commercial property experiences a decline in demand, multifamily and commercial borrowers may suffer losses on their projects and be unable to repay their loans. If residential housing values were to decline and nationwide unemployment continues to remain at historically elevated levels, we are likely to experience increases in the level of our non-performing loans and foreclosures in future periods. We could recognize other-than-temporary impairment on securities held in our available-for-sale portfolio. We analyze securities held in our portfolio for other-than-temporary impairment on a quarterly basis. The process for determining whether impairment is other-than-temporary can involve difficult, subjective judgments about the future financial performance of the issuer, market conditions, and the value of any collateral underlying the security in order to assess the probability of receiving all contractual principal and interest payments on the security. Because of changing economic and market conditions affecting issuers and the performance of the underlying collateral, we may be required to recognize other-than-temporary impairment in future periods reducing future earnings and capital levels. 31 A decrease in the mortgage buying activity of Fannie Mae, Freddie Mac, and MBS’s guaranteed by Ginnie Mae or a failure by Fannie Mae, Ginnie Mae, and Freddie Mac to satisfy their obligations with respect to their RMBS could have a material adverse effect on our business, financial condition and results of operations. During the last three fiscal years we have sold approximately $1,599.5 million of residential mortgage loans to Fannie Mae and Freddie Mac and into MBS’s guaranteed by Ginnie Mae. As of June 30, 2020, approximately 9.0% of our securities portfolio consisted of RMBS issued or guaranteed by these GSEs. Since 2008, Fannie Mae and Freddie Mac have been in conservatorship, with its primary regulator, the Federal Housing Finance Agency, acting as conservator. The United States government may enact structural changes to one or more of the GSEs, including privatization, consolidation and/or a reduction in the ability of GSEs to purchase mortgage loans or guarantee mortgage obligations. We cannot predict if, when or how the conservatorships will end, or what associated changes (if any) may be made to the structure, mandate or overall business practices of either of the GSEs. Accordingly, there continues to be uncertainty regarding the future of the GSEs, including whether they will continue to exist in their current form and whether they will continue to meet their obligations with respect to their RMBS. A substantial reduction in mortgage purchasing activity by the GSEs could result in a material decrease in the availability of residential mortgage loans and the number of qualified borrowers, which in turn may lead to increased volatility in the residential housing market, including a decrease in demand for residential housing and a corresponding drop in the value of real property that secures current residential mortgage loans, as well as a significant increase in interest rates. In a rising or higher interest rate environment, our originations of mortgage loans may decrease, which would result in a decrease in mortgage loan revenues and a corresponding decrease in non-interest income. Any decision to change the structure, mandate or overall business practices of the GSEs and/or the relationship among the GSEs, the government and the private mortgage loan markets, or any failure by the GSEs to satisfy their obligations with respect to their RMBS, could have a material adverse effect on our business, financial condition and results of operations. The Tax Reform Act of 2017 resulted in certain changes that may affect our business. The Tax Reform Act of 2017, enacted in December 2017, reduced the ceiling on the mortgage interest deduction from $1.0 million to $0.75 million for indebtedness incurred in acquiring, constructing, or improving a residence. For mortgage indebtedness incurred before December 15, 2017, the Tax Reform Act permits homeowners to maintain the current $1.0 million ceiling. The Tax Reform Act also prohibits the deduction of interest on home equity indebtedness, and limits annual itemized deductions for state and local taxes (including state and local income, property, and sales taxes) to $10,000. The Bank originates and holds a large amount of mortgage loans and mortgage-backed securities. The reduction or elimination of these tax benefits and other changes in federal income tax policies could have a material adverse effect on the demand for the Bank’s loan products and the pricing and liquidity of the mortgage-backed securities which the Bank holds. The reduction in the mortgage interest deduction and limitation of itemized deductions for property taxes, particularly in higher-priced states in which we operate, such as California, could adversely affect the ability of some potential borrowers to obtain credit, otherwise reduce the demand for home purchases and construction, and increase delinquencies or defaults on our mortgage assets, which could have a material adverse effect on our business and results of operations. Risks Relating to the Company Our results of operations could vary as a result of the methods, estimates, and judgments that we use in applying our accounting policies, including with respect to our allowance for loan losses. From time to time, the Financial Accounting Standards Board (the “FASB”) and the SEC change the financial accounting and reporting standards that govern the preparation of our financial statements. In addition, the FASB, SEC, bank regulators and outside independent auditors may revise their previous interpretations regarding existing accounting regulations and the application of these accounting standards. The methods, estimates and judgments that we use in applying our accounting policies have a significant impact on our results of operations. Such methods, estimates and judgments, include methodologies to value our securities, evaluate securities for other-than-temporary impairment and estimate our allowance for loan and lease losses. These methods, estimates and judgments are, by their nature, subject to substantial risks, uncertainties and assumptions, and factors may arise over time that lead us to change our methods, estimates and judgments. Changes in those methods, estimates and judgments could significantly affect our results of operations. These changes can be difficult to predict and can materially impact how we record and report our financial condition and results of operations. In June 2016, the FASB issued an accounting standards update ASU 2016-13 Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“Topic 326”) that replaces the current “incurred loss” model for recognizing credit losses with an “expected loss” model referred to as the Current Expected Credit Loss (“CECL”) model for annual periods beginning after December 15, 2019. Under the CECL standard, which we adopted on July 1, 2020, we are required to present certain financial assets carried at amortized cost, such as loans held for investment and held-to-maturity debt securities, at the net amount expected to be collected over the life of the loan. The measurement of expected credit losses is based on information 32 about past events, including credit quality, our historical experience, current conditions and reasonable and supportable macroeconomic forecasts that may affect the collectibility of the reported amount. This measurement will take place at the time the financial asset is first added to the balance sheet and at least quarterly thereafter. This differs significantly from the current “incurred loss” model, which delays recognition of estimated losses until it is probable a loss has been incurred and measures those losses over the estimated life of the loan rather than the loss emergence period. Certain CECL factors are outside of our control and may be procyclical and/or create more volatility in the level of our allowance for loan losses which could impact our results of operations. CECL requires management judgment that is supported by new models and more data elements, including macroeconomic forecasts, than the previous allowance standard. This is expected to increase the complexity and associated risk, particularly in times of economic uncertainty or other unforeseen circumstances, which could impact our results of operations and may place stress on our internal controls over financial reporting. If our allowance for loan and lease losses, particularly in growing areas of lending such as commercial and industrial (“C&I”) is not sufficient to cover actual loan and lease losses, our earnings, capital adequacy and overall financial condition may suffer materially. Our loans are generally secured by single family, multifamily and commercial real estate properties, each initially having a fair market value generally greater than the amount of the loan secured. Although our loans and leases are typically secured, the risk of default, generally due to a borrower’s inability to make scheduled payments on his or her loan, is an inherent risk of the banking business. In determining the amount of the allowance for loan and lease losses, we make various assumptions and judgments about the collectibility of our loan and lease portfolio, including the creditworthiness of our borrowers, the value of the real estate serving as collateral for the repayment of our loans and our loss history. Defaults by borrowers could result in losses that exceed our loan and lease loss reserves. We have originated or purchased many of our loans and leases recently, so we do not have sufficient repayment experience to be certain whether the established allowance for loan and lease losses is adequate. We may have to establish a larger allowance for loan and lease losses in the future if, in our judgment, it becomes necessary. Any increase in our allowance for loan and lease losses would increase our expenses and consequently may adversely affect our profitability, capital adequacy and overall financial condition. In addition, we continue to increase our emphasis on non-residential lending, particularly in C&I lending, and these types of loans and leases are expected to comprise a larger portion of our originations and loan and lease portfolio in future periods. To the extent that we fail to adequately address the risks associated with C&I lending, we may experience increases in levels of non- performing loans and leases and be forced to take additional loan and lease loss reserves, which would adversely affect our net interest income and capital levels and reduce our profitability. For further information about our C&I lending business, please refer to “Business - Asset Origination and Fee Income Businesses - Commercial Real Estate Secured and Commercial Lending.” Changes in the value of goodwill and other intangible assets could reduce our earnings. The Company accounts for goodwill and other intangible assets in accordance with generally accepted accounting principles (“GAAP”), which, in general, requires that goodwill not be amortized, but rather that it be tested for impairment at least annually at the reporting unit level using the two step approach. Testing for impairment of goodwill and other intangible assets is performed annually and involves the identification of reporting units and the estimation of fair values. The estimation of fair values involves a high degree of judgment and subjectivity in the assumptions used. Changes in the local and national economy, the federal and state legislative and regulatory environments for financial institutions, the stock market, interest rates and other external factors (such as natural disasters or significant world events) may occur from time to time, often with great unpredictability, and may materially impact the fair value of publicly traded financial institutions and could result in an impairment charge at a future date. Our risk management processes and procedures may not be effective in mitigating our risks. We have established processes and procedures intended to identify, measure, monitor and control material risks to which we are subject, including, for example, credit risk, market risk, liquidity risk, strategic risk and operational risk. If the models that we use to manage these risks are ineffective at predicting future losses or are otherwise inadequate, we may incur unexpected losses or otherwise be adversely affected. In addition, the information we use in managing our credit and other risks may be inaccurate or incomplete as a result of error or fraud, both of which may be difficult to detect and avoid. There may also be risks that exist, or that develop in the future, that we have not appropriately anticipated, identified or mitigated, including when processes are changed or new products and services are introduced. If our risk management framework does not effectively identify and control our risks, we could suffer unexpected losses or be adversely affected, and that could have a material adverse effect on our business, results of operations and financial condition. 33 Our acquisition of a broker-dealer business subject us to a variety of risks associated with the securities industry. On January 28, 2019, we acquired COR Clearing, a leading full-service correspondent clearing firm for independent broker-dealers. In addition, in February 2019 we acquired an introducing broker as part of our acquisition of the WiseBanyan entities. Our acquisition of these broker-dealer firms and entry into this business subjects us to a number of risks and challenges, including risks related to our ability to integrate the acquired operations and the associated internal controls and regulatory functions into our current operations; our ability to retain key personnel of the acquired operations; our ability to limit the outflow of acquired deposits and successfully retain and manage acquired assets; our ability to retain existing correspondents who may choose to perform their own clearing services, move their clearing business to one of our competitors or exit the business; our ability to attract new customers and generate new assets in areas not previously served; and the possible assumption of risks and liabilities related to litigation or regulatory proceedings involving the acquired operations. In addition, entry into the broker-dealer business may subject us to new risks related to the movement of equity prices. For example, if securities prices decline rapidly, the value of our collateral could fall below the amount of the indebtedness secured by these securities, and in rapidly appreciating markets, credit risk may increase due to short positions. The securities lending and securities trading and execution businesses also subject us to credit risk if a counterparty fails to perform or if collateral securing the counterparty’s obligations is insufficient. In securities transactions generally, we will be subject to credit risk during the period between the execution of a trade and the settlement by the customer. Significant failures by our customers, including correspondents, or clients to honor their obligations, or increases in their rates of default, together with insufficient collateral and reserves, could have a material adverse effect on our business, financial condition, results of operations and cash flows. For example, in March 2019, we suffered a $15.3 million bad debt expense due to a default by a correspondent customer arising from unauthorized securities trades by an employee of the customer. Our broker-dealer business also subjects us to new risks and uncertainties that are common in the securities industry, including intense competition, extensive governmental regulation by the Securities and Exchange Commission and FINRA and potentially new areas and types of litigation including lawsuits based on allegations concerning our correspondents. The SEC, FINRA and other SROs and state securities commissions, among other regulatory bodies, can censure, fine, issue cease-and-desist orders or suspend or expel a broker-dealer or any of its officers or employees. Clearing securities firms are subject to substantially more regulatory control and examination than introducing brokers that rely on others to perform clearing functions. Similarly, the attorneys general of each state could bring legal action to ensure compliance with state securities laws, and regulatory agencies in foreign countries have similar authority. Our ability to comply with multiple laws and regulations pertaining to the securities industry depends in large part on our ability to establish and maintain an effective compliance function. The failure to establish and enforce reasonable compliance procedures, even if unintentional, could subject us to significant losses or disciplinary or other actions. Our broker-dealer business is also subject to the net capital requirements of the SEC, FINRA and various self-regulatory organizations. These requirements typically specify the minimum level of net capital a broker-dealer must maintain and also mandate that a significant part of its assets be kept in relatively liquid form. Failure to maintain the required net capital may subject a firm to limitation of its activities, including suspension or revocation of its registration by the SEC and suspension or expulsion by FINRA and other regulatory bodies, and ultimately may require its liquidation. Our entry into the investment advisory business subjects us to a variety of risks associated with investment performance and advisory services. On February 26, 2019, we acquired WiseBanyan, Inc., a registered investment adviser (“RIA”) that provides personal financial and investment management services through a proprietary technology platform. Our investment advisory business is registered with the SEC under the Advisers Act. Federally registered investment advisers are regulated and subject to examination by the SEC. The Advisers Act imposes numerous obligations on RIAs, including fiduciary duties, disclosure obligations, recordkeeping and reporting requirements, marketing restrictions and general anti-fraud prohibitions. Our failure to comply with the Advisers Act and associated rules and regulations of the SEC could subject us to enforcement proceedings and sanctions for violations, including censure or termination of SEC registration, litigation and reputational harm. In addition, our investment advisory business is subject to notice filings and the anti-fraud rules of state securities regulators. Our investment advisory business is also subject to various data privacy and cybersecurity laws designed to protect client and employee personally identifiable information. These laws and regulations are increasing in complexity and number which has resulted in greater compliance risk and cost for the business. The unauthorized access, use, theft or destruction of client or employee personal, financial or other data could expose us to potential financial penalties and legal liability. Additionally, poor investment returns and declines in client assets in our investment advisory business, due to either general market conditions or under-performance (relative to our competitors or to benchmarks) by investment products, may affect our ability to retain existing assets, prevent clients from transferring their assets out of products or their accounts, or inhibit our 34 ability to attract new clients or additional assets from existing clients. Any such poor performance could adversely affect our investment advisory business and the advisory fees that we earn on client assets. Our acquisitions involve integration and other risks. In addition to the acquisitions discussed above, from time to time we undertake acquisitions of assets, deposits, lines of business and other companies consistent with our operating and growth strategies. Acquisitions generally involve a number of risks and challenges, including our ability to integrate the acquired operations and the associated internal controls and regulatory functions into our current operations, our ability to retain key personnel of the acquired operations, our ability to limit the outflow of acquired deposits and successfully retain and manage acquired assets, our ability to attract new customers and generate new assets in areas not previously served, and the possible assumption of risks and liabilities related to litigation or regulatory proceedings involving the acquired operations. Additionally, no assurance can be given that the operation of acquisitions would not adversely affect our existing profitability, that we would be able to achieve results in the future similar to those achieved by the acquired operations, that we would be able to compete effectively in the markets served by the acquired operations, or that we would be able to manage any growth resulting from the transaction effectively. We also face the risk that the anticipated benefits of any acquisition may not be realized fully or at all, or within the time period expected. As a public company, we face the risk of shareholder lawsuits and other related or unrelated litigation, particularly if we experience declines in the price of our common stock. We have been named as a party to purported class action and derivative lawsuits, and we may be named in additional litigation, all of which could require significant management time and attention and result in significant legal expenses. As described in detail below in “Item 3 – Legal Proceedings,” putative class action lawsuits have been filed in the United States District Court, Southern District of California, alleging, among other things, that our Company, Chief Executive Officer and Chief Financial Officer violated the federal securities laws by failing to disclose the wrongful conduct that is alleged by a former employee in a complaint, and that as a result the Company’s statements regarding its internal controls, and portions of its financial statements, were false and misleading. Derivative lawsuits have also been filed against our management arising from the same events, alleging breach of fiduciary duty, mismanagement, abuse of control and unjust enrichment. Regardless of the merits, the expense of defending such litigation may have a substantial impact if our insurance carriers fail to cover the full cost of the litigation, and the time required to defend the actions could divert management’s attention from the day-to-day operations of our business, which could adversely affect our business, results of operations and cash flows. An unfavorable outcome in such litigation could have a material adverse effect on our business, financial condition, results of operations and cash flows. The Company and its management deny any wrongdoing and are vigorously defending the referenced lawsuits. We may seek additional capital, but it may not be available when it is needed, which would limit our ability to execute our strategic plan. In addition, raising additional equity capital would dilute existing shareholders’ equity interests and may cause our stock price to decline. We are required by regulatory authorities to maintain adequate levels of capital to support our operations. In addition, we may elect to raise additional capital to support the growth of our business or to finance acquisitions, if any, or we may elect to raise additional capital for other reasons. We may seek to do so through the issuance of, among other things, our common stock or securities convertible into our common stock, which could dilute existing shareholders’ interests in the Company. Our ability to raise additional capital, if needed, will depend on conditions in the capital markets, economic conditions, our financial performance and a number of other factors, many of which are outside our control. Accordingly, we cannot provide assurance on our ability to raise additional capital if needed or whether it can be raised on terms acceptable to us. If we cannot raise additional capital when needed or on terms acceptable to us, it may have a material adverse effect on our financial condition, results of operations and prospects. In addition, raising equity capital will have a dilutive effect on the equity interests of our existing shareholders and may cause our stock price to decline. Access to adequate funding cannot be assured. We have significant sources of liquidity including deposits, brokered deposits, the FHLB, repurchase lending facilities and the FRBSF discount window. We rely primarily upon deposits and FHLB advances. Our ability to attract deposits could be negatively impacted by a public perception of our financial prospects or by increased deposit rates available at troubled institutions suffering from shortfalls in liquidity. The FHLB is subject to regulation and other factors beyond our control. These factors may adversely affect the availability and pricing of advances to members such as the Bank. Selected sources of liquidity may become unavailable to the Bank if it were to no longer be considered “well-capitalized.” 35 Our inability to manage our growth or deploy assets profitably could harm our business and decrease our overall profitability, which may cause our stock price to decline. Our assets and deposit base have grown substantially in recent years, and we anticipate that we will continue to grow over time, perhaps significantly. To manage the expected growth of our operations and personnel, we will be required to manage multiple aspects of the business simultaneously, including among other things: (i) improve existing and implement new transaction processing, operational and financial systems, procedures and controls; (ii) maintain effective credit scoring and underwriting guidelines; (iii) maintain sufficient levels of regulatory capital; and (iv) expand our employee base and train and manage this growing employee base. In addition, acquiring other banks, asset pools or deposits may involve risks such as exposure to potential asset quality issues, disruption to our normal business activities and diversion of management’s time and attention due to integration and conversion efforts. If we are unable to manage growth effectively or execute integration efforts properly, we may not be able to achieve the anticipated benefits of growth and our business, financial condition and results of operations could be adversely affected. In addition, we may not be able to sustain past levels of profitability as we grow, and our past levels of profitability should not be considered a guarantee or indicator of future success. If we are not able to maintain our levels of profitability by deploying growth in our deposits in profitable assets or investments, our net interest margin and overall level of profitability will decrease and our stock price may decline. We face strong competition for customers and may not succeed in implementing our business strategy. Our business strategy depends on our ability to remain competitive. There is strong competition for customers from existing banks and other types of financial institutions, including those that use the internet as a medium for banking transactions or as an advertising platform. Technology has also lowered barriers to entry and made it possible for non-bank, financial technology companies (“FinTechs”) to offer products and services traditionally provided by banks. FinTechs continue to emerge and compete with traditional financial institutions across a wide variety of products and services. Consumers have demonstrated a growing willingness to obtain banking services from FinTechs. As a result, our ability to remain competitive is increasingly dependent upon our ability to maintain critical technological capabilities, and to identify and develop new, value-added products for existing and future customers. Our competitors include large, publicly-traded, internet-based banks, as well as smaller internet-based banks; “brick and mortar” banks, including those that have implemented websites to facilitate online banking; and traditional banking institutions such as thrifts, finance companies, credit unions and mortgage banks. Some of these competitors have been in business for a long time and have broader name recognition and a more established customer base. Most of our competitors are larger and have greater financial and personnel resources. In order to compete profitably, we may need to reduce the rates we offer on loans and leases and investments and increase the rates we offer on deposits, which actions may adversely affect our business, prospects, financial condition and results of operations. To remain competitive, we believe we must successfully implement our business strategy. Our success depends on, among other things: • Having a large and increasing number of customers who use our bank for their banking needs; • Our ability to attract, hire and retain key personnel as our business grows; • Our ability to secure additional capital as needed; • The relevance of our products and services to customer needs and demands and the rate at which we and our competitors introduce or modify new products and services; • Our ability to offer products and services with fewer employees than competitors; • The satisfaction of our customers with our customer service; • Ease of use of our websites and smartphone applications; • Our ability to provide a secure and stable technology platform for financial services that provides us with reliable and effective operational, financial and information systems; and Integration of our broker-dealer and registered investment-advisory businesses. • If we are unable to implement our business strategy, our business, prospects, financial condition and results of operations could be adversely affected. 36 Our business depends on a strong brand, and failing to maintain and enhance our brand could hurt our ability to maintain or expand our customer base. The brand identities that we have developed will significantly contribute to the success of our business. On October 1, 2018, we changed the name of the Bank and the branding of most of our banking products to “Axos Bank”. Maintaining and enhancing the “Axos Bank” brands (including our other trade styles and trade names) is critical to expanding our customer base. We believe that the importance of brand recognition will increase due to the relatively low barriers to entry for our “brick and mortar” competitors in the internet-based banking market. Our brands could be negatively impacted by a number of factors, including data privacy and security issues, service outages, product malfunctions , and trademark infringement. If our name change is not widely accepted by customers or proves to be less popular than anticipated, if we fail to maintain and enhance our brands generally, or if we incur excessive expenses in these efforts, our business, financial condition and results of operations may be adversely affected. In addition, maintaining and enhancing our brand will depend on our ability to continue to provide high-quality products and services, which we may not do successfully. Our reputation and business could be damaged by negative publicity. Reputational risk, including as a result of negative publicity, is inherent in our business. Negative publicity can result from actual or alleged conduct in a number of areas, including legal and regulatory compliance, lending practices, corporate governance, litigation, inadequate protection of customer data, illegal or unauthorized acts taken by third parties that supply products or services to us, and ethical behavior of our employees. Damage to our reputation could adversely impact our ability to attract new, and maintain existing, loan and deposit customers, employees and business relationships, and, particularly with respect to our broker-dealer and registered investment adviser businesses, could result in the imposition of new regulatory requirements, operational restrictions, enhanced supervision and/or civil money penalties. Such damage could also adversely affect our ability to raise additional capital. Any such damage to our reputation could have a material adverse effect on our financial condition and results of operations. Our controls and procedures may fail or be circumvented. We regularly review and update our internal controls, disclosure controls and procedures, compliance monitoring activities and corporate governance policies and procedures. Any system of controls, however well-designed and operated, is based in part on certain assumptions and can provide only reasonable, not absolute, assurances that the objectives of the system are met. Any failure or circumvention of our controls and procedures or failure to comply with regulations related to controls and procedures could have a material adverse effect on our business, results of operations, reputation and financial condition. In addition, if we identify material weaknesses or significant deficiencies in our internal control over financial reporting or are required to restate our financial statements, we could be required to implement expensive and time-consuming remedial measures. We could lose investor confidence in the accuracy and completeness of our financial reports and potentially subject us to litigation. Any material weaknesses or significant deficiencies in our internal control over financial reporting or restatement of our financial statements could have a material adverse effect on our business, results of operations, reputation, and financial condition. Natural disasters, acts of war or terrorism, civil unrest, public health issues, or other adverse external events could harm our business. Our Bank is based in San Diego, California, and approximately 71.5% of our mortgage loan portfolio was secured by real estate located in California at June 30, 2020. In addition, some of our computer systems that operate our internet websites and their back-up systems are located in San Diego, California. Historically, California has been vulnerable to natural disasters. Therefore, we are susceptible to the risks of natural disasters, such as earthquakes, wildfires, floods and mudslides, the nature and magnitude of which cannot be predicted and may be exacerbated by global climate change. Natural disasters could harm our operations directly through interference with communications, including the interruption or loss of our websites, which would prevent us from gathering deposits, originating loans and leases and processing and controlling our flow of business, as well as through the destruction of facilities and our operational, financial and management information systems. A natural disaster or recurring power outages may also impair the value of our largest class of assets, our loan and lease portfolio, which is comprised substantially of real estate loans. Losses from disasters for which borrowers are uninsured or under-insured may reduce borrowers’ ability to repay mortgage loans. Natural disasters, acts of war or terrorism, civil unrest, public health issues, or other adverse external events could each negatively impact our business operations or the stability of our deposit base, cause significant property damage, adversely impact the values of collateral securing our loans and/or interrupt our borrowers' abilities to conduct their business in a manner to support their debt obligations, which could result in losses and increased provisions for credit losses. Although we have implemented several back-up systems and protections (and maintain standard business interruption insurance), these measures may not protect us fully from the effects of a natural disaster, acts of war or terrorism, civil unrest, public health issues, or other adverse external events. The occurrence of natural disasters, particularly in California, could have a material adverse effect on our business, prospects, financial condition and results of operations. 37 Our success depends in large part on the continuing efforts of a few individuals. If we are unable to retain these key personnel or attract, hire and retain others to oversee and manage our company, our business could suffer. Our success depends substantially on the skill and abilities of our senior management team, including our Chief Executive Officer and President, Gregory Garrabrants, our Chief Financial Officer, Andrew J. Micheletti, and other employees that perform multiple functions that might otherwise be performed by separate individuals at larger banks. The loss of the services of any of these individuals or other key employees, whether through termination of employment, disability or otherwise, could have a material adverse effect on our business. In addition, our ability to grow and manage our growth depends on our ability to continue to identify, attract, hire, train, retain and motivate highly skilled executive, technical, managerial, sales, marketing, customer service and professional personnel. The implementation of our business plan and our future success will depend on such qualified personnel. Competition for such employees is intense, and there is a risk that we will not be able to successfully attract, assimilate or retain sufficiently qualified personnel. If we fail to attract and retain the necessary personnel, our business, prospects, financial condition and results of operations could be adversely affected. We are exposed to risk of environmental liability with respect to properties to which we take title. In the course of our business, we may foreclose and take title to real estate, including commercial real estate, and could be subject to environmental liabilities with respect to those properties. We may be held liable to a governmental entity or to third parties for property damage, personal injury, investigation and clean-up costs incurred by these parties in connection with environmental contamination or may be required to investigate or clean up hazardous or toxic substances or chemical releases at a property. The costs associated with investigation or remediation activities could be substantial. In addition, if we are the owner or former owner of a contaminated site, we may be subject to common law claims by third parties based on damages and costs resulting from environmental contamination emanating from the property. If we become subject to significant environmental liabilities, our business, prospects, financial condition and results of operations could be adversely affected. Technology Risks in our Online Business We depend on third-party service providers for our core banking and securities transactions technology, and interruptions in or terminations of their services could materially impair the quality of our services. We rely substantially upon third-party service providers for our core banking technology and to protect us from bank system failures or disruptions, including with respect to securities technology at our clearing broker-dealer. This reliance may mean that we will not be able to resolve operational problems internally or on a timely basis, which could lead to customer dissatisfaction or long-term disruption of our operations. Our operations also depend upon our ability to replace a third-party service provider if it experiences difficulties that interrupt operations or if an essential third-party service terminates. If these service arrangements are terminated for any reason without an immediately available substitute arrangement, our operations may be severely interrupted or delayed. If such interruption or delay were to continue for a substantial period of time, our business, prospects, financial condition and results of operations could be adversely affected. Privacy concerns relating to our technology could damage our reputation and deter current and potential customers from using our products and services. Generally speaking, concerns have been expressed about whether internet-based products and services compromise the privacy of users and others. Concerns about our practices with regard to the collection, use, disclosure or security of personal information of our customers or other privacy related matters, even if unfounded, could damage our reputation and results of operations. While we strive to comply with all applicable data protection laws and regulations, as well as our own posted privacy policies, any failure or perceived failure to comply may result in proceedings or actions against us by government entities or others, or could cause us to lose customers, which could potentially have an adverse effect on our business. Misconduct by employees could also result in fraudulent, improper or unauthorized activities on behalf of clients or improper use of confidential personal information. The Company may not be able to prevent employee errors or misconduct, and the precautions the Company takes to detect this type of activity might not be effective in all cases. Employee errors or misconduct could subject the Company to civil claims for negligence or regulatory enforcement actions, including fines and restrictions on our business. In addition, as nearly all of our products and services are internet-based, the amount of data we store for our customers on our servers (including personal information) has been increasing and will continue to increase. Any systems failure or compromise of our security that results in the release of our customers’ data could seriously limit the adoption of our products and services, as well as harm our reputation and brand and, therefore, our business. We may also need to expend significant resources to protect against security breaches. System enhancements and updates may also create risks associated with implementing new systems and integrating them with existing ones. Due to the complexity and interconnectedness of information technology systems, 38 the process of enhancing our layers of defense can itself create a risk of systems disruptions and security issues. In addition, addressing certain information security vulnerabilities, such as hardware-based vulnerabilities, may affect the performance of our information technology systems. The ability of our hardware and software providers to deliver patches and updates to mitigate vulnerabilities in a timely manner can introduce additional risks, particularly when a vulnerability is being actively exploited by threat actors. The risk that these types of events could seriously harm our business is likely to increase as we add more customers and expand the number of internet-based products and services we offer. We have risks of systems failure and disruptions to operations. The computer systems and network infrastructure utilized by us and others could be vulnerable to unforeseen problems. This is true of both our internally developed systems and the systems of our third-party service providers. Our operations are dependent upon our ability to protect computer equipment against damage from fire, power loss, telecommunication failure or similar catastrophic events. Any damage or failure that causes an interruption in our operations could adversely affect our business, prospects, financial condition and results of operations. If our security measures are breached, or if our services are subject to cybersecurity attacks that degrade or deny the ability of customers to access our products and services, our products and services may be perceived as not being secure, customers may curtail or stop using our products and services, and we may incur significant legal and financial exposure. Our products and services involve the storage and transmission of customers’ proprietary information, and security breaches could expose us to a risk of loss of this information, litigation, and potential liability. Our security measures may be breached due to the actions of organized crime, hackers, terrorists, nation-states, activists and other outside parties, employee error, failure to follow security procedures, malfeasance, or otherwise and, as a result, an unauthorized party may obtain access to our data or our customers’ data. In addition, to access our products and services, our customers use personal computers, smartphones, tablets, and other mobile devices that are beyond our control environment. Additionally, outside parties may attempt to fraudulently induce employees or customers to disclose sensitive information in order to gain access to our data or our customers’ data. Other types of cybersecurity attacks may include computer viruses, malicious or destructive code, denial-of-service attacks, ransomware or ransom demands to not expose security vulnerabilities in the Company’s systems or the systems of third parties. Any such breach or unauthorized access could result in significant legal and financial exposure, damage to our reputation, and a loss of confidence in the security of our products and services that could potentially have an adverse effect on our business. Because the techniques used to obtain unauthorized access, disable or degrade service or sabotage systems change frequently and often are not recognized until launched against a target, we may be unable to anticipate these techniques or to implement adequate preventative measures. If an actual or perceived breach of our security occurs, including those of our third-party vendors, such as hacking or identity theft, it could cause serious negative consequences, including significant disruption of our operations, misappropriation of confidential information, or damage to computers or systems, and may result in violations of applicable privacy and other laws, financial loss and loss of confidence in our security measures. As a result, we could lose customers, suffer employee productivity losses, incur technology replacement and incident response costs, be subject to additional regulatory scrutiny, and be subject to civil litigation and possible financial liability, any of which may have a material adverse effect on our business, financial condition and results of operations. Our business depends on continued and unimpeded access to the internet by us and our customers. Internet access providers may be able to block, degrade or charge for access to our website, which could lead to additional expenses and the loss of customers. Our products and services depend on the ability of our customers to access the internet and our website. Currently, this access is provided by companies that have significant market power in the broadband and internet access marketplace, including incumbent telephone companies, cable companies and mobile communications companies. Some of these providers have the ability to take measures that could degrade, disrupt, or increase the cost of customer access to our products and services by restricting or prohibiting the use of their infrastructure to access our website or by charging fees to us or our customers to provide access to our website. Such interference could result in a loss of existing customers and/or increased costs and could impair our ability to attract new customers, which could have a material adverse effect on our business, financial condition and results of operations. ITEM 1B. UNRESOLVED STAFF COMMENTS None. 39 ITEM 2. PROPERTIES Our principal offices are located at 9205 West Russell Road, STE 400, Las Vegas, NV 89148. Our Banking and Securities segments conduct business at this location and our telephone number is (858) 649-2218. We have additional office space located at 4350 La Jolla Village Drive, Suite 140, San Diego, California 92122. Our offices in Las Vegas consist of a total of approximately 27,100 square feet under leases that expire December 31, 2023 and our San Diego facilities consist of a total of approximately 182,000 square feet under leases that expire June 30, 2030. ITEM 3. LEGAL PROCEEDINGS We may from time to time become a party to other claims or litigation that arise in the ordinary course of business, such as claims to enforce liens, claims involving the origination and servicing of loans, and other issues related to the business of the Bank. None of such matters are expected to have a material adverse effect on the Company’s financial condition, results of operations or business. Litigation. On October 15, 2015, the Company, its Chief Executive Officer and its Chief Financial Officer were named defendants in a putative class action lawsuit styled Golden v. BofI Holding, Inc., et al, and brought in United States District Court for the Southern District of California (the “Golden Case”). On November 3, 2015, the Company, its Chief Executive Officer and its Chief Financial Officer were named defendants in a second putative class action lawsuit styled Hazan v. BofI Holding, Inc., et al, and also brought in the United States District Court for the Southern District of California (the “Hazan Case”). On February 1, 2016, the Golden Case and the Hazan Case were consolidated as In re BofI Holding, Inc. Securities Litigation, Case #: 3:15- cv-02324-GPC-KSC (the “Class Action”), and the Houston Municipal Employees Pension System was appointed lead plaintiff. The plaintiffs allege that the Company and other named defendants violated Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, and Rule 10b-5 promulgated thereunder, by failing to disclose wrongful conduct that was alleged in a complaint filed in connection with a wrongful termination of employment lawsuit filed on October 13, 2015 (the “Employment Matter”) and that as a result the Company’s statements regarding its internal controls, as well as portions of its financial statements, were false and misleading. On March 21, 2018, the Court entered a final order dismissing the Class Action with prejudice. Subsequently, the plaintiff filed a notice of appeal and opening brief, the Company filed its answering brief, arguments in the appeal occurred and the Court has taken the matter under advisement and has yet to issue its ruling. On April 3, 2017, the Company, its Chief Executive Officer and its Chief Financial Officer were named defendants in a putative class action lawsuit styled Mandalevy v. BofI Holding, Inc., et al, and brought in United States District Court for the Southern District of California (the “Mandalevy Case”). The Mandalevy Case seeks monetary damages and other relief on behalf of a putative class that has not been certified by the Court. The complaint in the Mandalevy Case (the “Mandalevy Complaint”) alleges a class period that differs from that alleged in the Class Action, and that the Company and other named defendants violated Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, and Rule 10b-5 promulgated thereunder, by failing to disclose wrongful conduct that was alleged in a March 2017 media article. The Mandalevy Case has not been consolidated into the Class Action. On December 7, 2018, the Court entered a final order granting the defendants’ motion and dismissing the Mandalevy Case with prejudice. Subsequently, the plaintiff filed a notice of appeal and opening brief, the Company filed its answering brief, arguments in the appeal occurred and the Court has taken the matter under advisement and has yet to issue its ruling. The Company and the other named defendants dispute the allegations of wrongdoing advanced by the plaintiffs in the Class Action, the Mandalevy Case and in the Employment Matter, as well as those plaintiffs’ statement of the underlying factual circumstances, and are vigorously defending each case. In addition to the Class Action and the Mandalevy Case, two separate shareholder derivative actions were filed in December, 2015, purportedly on behalf of the Company. The first derivative action, Calcaterra v. Garrabrants, et al, was filed in the United States District Court for the Southern District of California on December 3, 2015. The second derivative action, Dow v. Micheletti, et al, was filed in the San Diego County Superior Court on December 16, 2015. A third derivative action, DeYoung v. Garrabrants, et al, was filed in the United States District Court for the Southern District of California on January 22, 2016, a fourth derivative action, Yong v. Garrabrants, et al, was filed in the United States District Court for the Southern District of California on January 29, 2016, a fifth derivative action, Laborers Pension Trust Fund of Northern Nevada v. Allrich et al, was filed in the United States District Court for the Southern District of California on February 2, 2016, and a sixth derivative action, Garner v. Garrabrants, et al, was filed in the San Diego County Superior Court on August 10, 2017. Each of these six derivative actions names the Company as a nominal defendant, and certain of its officers and directors as defendants. Each complaint sets forth allegations of breaches of fiduciary duties, gross mismanagement, abuse of control, and unjust enrichment against the defendant officers and directors. The plaintiffs in these derivative actions seek damages in unspecified amounts on the Company’s behalf from the officer and director defendants, certain corporate governance actions, and an award of their costs and attorney’s fees. 40 The United States District Court for the Southern District of California ordered the four above-referenced derivative actions pending before it to be consolidated and appointed lead counsel in the consolidated action. On June 7, 2018, the Court entered an order granting defendant’s motion for judgment on the pleadings, but giving the plaintiffs limited leave to amend by June 28, 2018. The plaintiffs failed to file an amended complaint, and instead plaintiffs filed on June 28, 2018, a motion to stay the case pending resolution of the securities class action and Employment Matter. On August 10, 2018, defendants filed an opposition to plaintiffs’ motion. On September 11, 2018, the plaintiffs filed a second amended complaint. On October 16, 2018, defendants filed a motion to dismiss the second amended complaint. On May 23, 2019, the Court dismissed the second amended complaint with prejudice. Subsequently, the plaintiff filed a notice of appeal and opening brief and the Company filed its answering brief. Oral argument has been set for September 2, 2020. The two derivative actions pending before the San Diego County Superior Court have been consolidated and have been stayed by agreement of the parties. In view of the inherent difficulty of predicting the outcome of each legal action, particularly since claimants seek substantial or indeterminate damages, it is not possible to reasonably predict or estimate the eventual loss or range of loss, if any, related to each legal action. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. 41 PART II ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Since October 1, 2018, our common stock has traded on the New York Stock Exchange under the symbol “AX”. Prior to October 1, 2018, our common stock traded on the NASDAQ Global Select Market under the symbol “BOFI”. There were 59,506,619 shares of common stock outstanding held by approximately 28,000 shareholders as of August 21, 2020. The transfer agent and registrar of our common stock is Computershare. DIVIDENDS The holders of record of our Series A preferred stock, which was issued in 2003 and 2004, are entitled to receive annual cash dividends at the rate of six percent (6%) of the stated value per share, which stated value is $10,000 per share. Dividends on the Series A preferred stock accrue and are payable quarterly. Dividends on the preferred stock must be paid prior and in preference to any declaration or payment of any distribution on any outstanding shares of junior stock, including our common stock. Other than dividends to be paid on our preferred stock, we currently intend to retain any earnings to finance the growth and development of our business and common stock repurchases. Our board of directors has never declared or paid any cash dividends on our common stock and does not expect to do so in the foreseeable future. Our ability to pay dividends, should our board of directors elect to do so, depends largely upon the ability of the Bank to declare and pay dividends to us. Future dividends will depend primarily upon our earnings, financial condition and need for funds, as well as government policies and regulations applicable to us and our bank that limit the amount that may be paid as dividends without prior approval. ISSUER PURCHASES OF EQUITY SECURITIES Common Stock Repurchases. On March 17, 2016, the Board of Directors of the Company authorized a program to repurchase up to $100 million of common stock and extended the program by an additional $100 million on August 2, 2019. The Company may repurchase shares on the open market or through privately negotiated transactions at times and prices considered appropriate, at the discretion of the Company, and subject to its assessment of alternative uses of capital, stock trading price, general market conditions and regulatory factors. The repurchase program does not obligate the Company to acquire any specific number of shares. The share repurchase program will continue in effect until terminated by the Board of Directors of the Company. Shares of common stock repurchased under this plan will be held as treasury shares. With the 2016 authorization the Company repurchased a total of $100 million or 3,567,051 common shares at an average price of $28.03 per share. With the 2019 authorization the Company repurchased a total of $30.5 million or 1,646,256 common shares at an average price of $18.51 per share and there remains $69.5 million under the plan. During the fiscal year ended June 30, 2020, the Company repurchased a total of $38.9 million or 1,970,464 common shares at an average price of $19.72 per share with $69.5 million remaining under the current board authorized stock repurchase program. The Company accounts for treasury stock using the cost method as a reduction of shareholders’ equity in the accompanying unaudited condensed consolidated financial statements. Net Settlement of Restricted Stock Awards. In October 2019, the stockholders of the Company approved the amended and restated the 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. During the fiscal year ended June 30, 2020, there were 304,849 restricted stock unit award shares which were retained by the Company and converted to cash at the average rate of $24.46 per share to fund the grantee’s income tax obligations. 42 The following table sets forth our market repurchases of Axos common stock and the Axos common shares retained in connection with net settlement of restricted stock awards during the fourth fiscal quarter ended June 30, 2020. Period Stock Repurchases1 (dollars in thousands) Quarter Ended June 30, 2020 April 1, 2020 to April 30, 2020 May 1, 2020 to May 31, 2020 June 1, 2020 to June 30, 2020 For the Three Months Ended June 30, 2020 Stock Retained in Net Settlement2 April 1, 2020 to April 30, 2020 May 1, 2020 to May 31, 2020 June 1, 2020 to June 30, 2020 For the Three Months Ended June 30, 2020 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 — 18.77 19.75 19.50 — $ 40,000 114,681 154,681 $ 72,541 71,789 69,521 69,521 — $ 40,000 114,681 154,681 $ 2,034 70 366,764 368,868 1 On March 17, 2016, the Board of Directors of the Company authorized a program to repurchase up to $100 million of common stock and extended the program by an additional $100 million on August 2, 2019. The share repurchase program will continue in effect until terminated by the Board of Directors of the Company. Purchases were made in open-market transactions. 2 In October 2019, the stockholders of the Company approved the amended and restated the 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 at the vesting price of the associated restricted stock unit. EQUITY COMPENSATION PLAN INFORMATION The following table provides information regarding the aggregate number of securities to be issued under all of our stock option and equity based compensation plans upon exercise of outstanding options, warrants and other rights and their weighted- average exercise prices as of June 30, 2020. There were no securities issued under equity compensation plans not approved by security holders. Plan Category Equity compensation plans approved by security holders Equity compensation plans not approved by security holders Total (a) Number of securities to be issued upon exercise of outstanding options, warrants and rights (b) Weighted-average exercise price of outstanding options and units granted (c) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) — $ N/A — $ — N/A — 2,011,971 N/A 2,011,971 43 COMPANY STOCK PERFORMANCE The following graph compares the total return of our common stock over the last five fiscal years, starting June 30, 2015 through June 30, 2020, with that of (i) the companies included in the total return for the U.S. NYSE Index, and (ii) the banks included in the total return for the ABA NASDAQ Community Bank Index (“ABAQ”). The graph assumes $100 was invested in AX common stock, in U.S. NYSE Composite Total Return Index (ticker: NYATR) and in ABAQ Total Return Index (ticker: XABQ) on June 30, 2015. The indexes assume reinvestment of dividends. Axos NYSE XABQ Cumulative Return as of June 30, 2015 2016 2017 2018 2019 2020 $ 100.00 $ 67.01 $ 89.75 $ 154.79 $ 103.10 $ 83.54 100.00 100.00 99.66 99.31 114.63 124.88 133.70 136.20 151.21 136.58 125.01 103.91 44 ITEM 6. SELECTED FINANCIAL DATA The following selected consolidated financial information should be read in conjunction with “Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the audited consolidated financial statements and footnotes included elsewhere in this Annual Report on Form 10-K. (Dollars in thousands, except per share amounts) 2020 2019 2018 2017 2016 At or for the Fiscal Years Ended June 30, Selected Balance Sheet Data: Total assets $ 13,851,900 $ 11,220,238 $ 9,539,504 $ 8,501,680 $ 7,599,304 Loans, net of allowance for loan losses 10,631,349 9,382,124 8,432,289 7,374,493 6,354,679 Loans held for sale, at fair value Loans held for sale, at cost Allowance for loan losses Securities—trading Securities—available for sale Securities—held to maturity Securities borrowed Customer, broker-dealer and clearing receivables 51,995 44,565 75,807 105 187,627 — 222,368 220,266 33,260 4,800 57,085 — 227,513 — 144,706 203,192 35,077 2,686 49,151 — 18,738 6,669 40,832 8,327 180,305 264,470 — N/A N/A — N/A N/A 20,871 33,530 35,826 7,584 265,447 199,174 N/A N/A Total deposits 11,336,694 8,983,173 7,985,350 6,899,507 6,044,051 Securities sold under agreements to repurchase Advances from the FHLB Borrowings, subordinated debentures and other borrowings Securities loaned Customer, broker-dealer and clearing payables Total stockholders’ equity Selected Income Statement Data: Interest and dividend income Interest expense Net interest income Provision for loan and lease losses Net interest income after provision for loan losses Non-interest income Non-interest expense Income before income tax expense Income tax expense Net income Net income attributable to common stock Per Common Share Data: Net income: Basic Diluted Adjusted earnings per common share (Non-GAAP1) Book value per common share Tangible book value per common share (Non-GAAP1) Weighted average number of common shares outstanding: — 242,500 235,789 255,945 347,614 — 458,500 168,929 198,356 238,604 — 457,000 20,000 640,000 35,000 727,000 54,552 54,463 56,016 N/A N/A N/A N/A N/A N/A 1,230,846 1,073,050 960,513 834,247 683,590 $ 622,839 $ 564,887 $ 475,074 $ 387,286 $ 317,707 145,228 477,611 42,200 435,411 102,987 275,766 262,632 79,194 183,438 183,129 3.01 2.98 3.10 20.56 18.28 $ $ $ $ $ $ $ 156,282 408,605 27,350 381,255 82,757 251,206 212,806 57,675 155,131 154,822 2.50 2.48 2.75 17.47 15.10 $ $ $ $ $ $ $ 106,580 368,494 25,800 342,694 70,941 173,936 239,699 87,288 152,411 152,102 2.41 2.37 2.39 15.24 13.99 $ $ $ $ $ $ 74,059 313,227 11,061 302,166 68,132 137,605 232,693 97,953 134,740 134,431 2.11 2.10 N/A 13.05 12.94 $ $ $ $ $ $ 56,696 261,011 9,700 251,311 66,340 112,756 204,895 85,604 119,291 118,982 1.87 1.87 N/A 10.73 10.67 $ $ $ $ $ $ $ Basic Diluted Common shares outstanding at end of period 60,794,555 61,437,635 59,612,635 61,898,447 62,382,065 61,128,817 63,136,232 64,147,220 62,688,064 63,656,542 63,915,100 63,536,244 63,597,259 63,672,280 63,219,392 45 (Dollars in thousands, except per share amounts) 2020 2019 2018 2017 2016 At or for the Fiscal Years Ended June 30, Performance Ratios and Other Data: Loan and lease originations for investment Loan originations for sale Loan and lease purchases Return on average assets Return on average common stockholders’ equity Interest rate spread2 Net interest margin3 Net interest margin - Banking segment only3 Efficiency ratio4 Efficiency ratio - Banking segment only4 Capital Ratios: Equity to assets at end of period Axos Financial, Inc: $ $ $ 6,797,971 1,601,579 $ $ 6,934,259 1,471,906 — $ 11,009 $ $ $ 5,922,801 1,564,165 $ $ 4,182,701 1,375,443 — $ 276,917 $ $ $ 3,633,911 1,363,025 140,493 1.53% 15.65% 3.65% 4.12% 4.19% 47.50% 39.81% 1.51% 15.40% 3.66% 4.07% 4.14% 51.12% 40.51% 1.68% 17.05% 3.79% 4.11% 4.14% 39.58% 34.55% 1.68% 17.78% 3.74% 3.95% N/A 36.08% N/A 1.75 % 19.43 % 3.70 % 3.91 % N/A 34.44 % N/A 8.89% 9.56% 10.07% 9.81% 8.99 % Tier 1 leverage (core) capital to adjusted average assets Common equity tier 1 capital (to risk-weighted assets) Tier 1 capital (to risk-weighted assets) Total capital (to risk-weighted assets) Axos Bank: Tier 1 leverage (core) capital to adjusted average assets Common equity tier 1 capital (to risk-weighted assets) Tier 1 capital (to risk-weighted assets) Total capital (to risk-weighted assets) 8.97% 11.22% 11.27% 12.64% 9.25% 11.79% 11.79% 12.62% Axos Clearing: Net capital Excess capital Net capital as percentage of aggregate debit item Net capital in excess of 5% aggregate debit item Asset Quality Ratios: Net annualized charge-offs (recoveries) to average loans outstanding5 Non-performing loans and leases to total loans and leases Non-performing assets to total assets Allowance for loan and lease losses to total loans and leases held for investment at end of period Allowance for loan and lease losses to non-performing loans and leases $ $ $ 34,022 29,450 14.88% 22,593 $ $ $ 0.23% 0.82% 0.68% 0.71% 8.75% 11.43% 11.49% 12.91% 9.21% 12.14% 12.14% 12.89% 25,027 21,199 13.08% 15,458 0.19% 0.51% 0.50% 0.60% 9.45% 13.27% 13.34% 14.84% 8.88% 12.53% 12.53% 13.27% N/A N/A N/A N/A 0.19% 0.37% 0.43% 0.58% 9.95% 14.66% 14.75% 16.38% 9.60% 14.25% 14.25% 14.97% N/A N/A N/A N/A 0.06% 0.38% 0.35% 0.55% 9.12 % 14.42 % 14.53 % 16.36 % 8.78 % 14.00 % 14.00 % 14.75 % N/A N/A N/A N/A (0.01)% 0.50 % 0.42 % 0.56 % 86.20% 117.84% 157.40% 143.81% 112.45 % 1 See “Management’s Discussion and Analysis of Financial Condition and Results of Operations-Use of Non-GAAP Financial Measures.” 2 Interest rate spread represents the difference between the weighted average yield on interest-earning assets and the weighted average rate paid on interest- bearing liabilities. 3 Net interest margin represents net interest income as a percentage of average interest-earning assets. 4 Efficiency ratio represents non-interest expense as a percentage of the aggregate of net interest income and non-interest income. 5 Net charge-offs do not include any amounts transferred to loans held for sale. 46 ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion and analysis contains forward-looking statements that are based upon current expectations. Forward-looking statements involve risks and uncertainties. Our actual results and the timing of events could differ materially from those expressed or implied in our forward-looking statements due to various important factors, including those set forth under “Risk Factors” in Item 1A. and elsewhere in this Annual Report on Form 10-K. The following discussion and analysis should be read together with the “Selected Financial Data” and consolidated financial statements, including the related notes included elsewhere in this Annual Report on Form 10-K. OVERVIEW The consolidated financial statements include the accounts of Axos Financial, Inc. (“Axos”) and its wholly owned subsidiaries, Axos Bank (the “Bank”) and Axos Nevada Holding, LLC (“Axos Nevada Holding”), collectively, the “Company.” Axos Nevada Holding wholly owns its subsidiary Axos Securities, LLC, which wholly owns subsidiaries Axos Clearing LLC (“Axos Clearing”), a clearing broker-dealer, Axos Invest, Inc., a registered investment advisor, and Axos Invest LLC, an introducing broker-dealer. With approximately $13.9 billion in assets, Axos Bank provides consumer and business banking products through its low-cost distribution channels and affinity partners. Axos Clearing and Axos Invest LLC, provide comprehensive securities clearing services to introducing broker-dealers and registered investment advisor correspondents and digital investment advisory services to retail investors, respectively. Axos Financial, Inc.’s common stock is listed on the NYSE under the symbol “AX” and is a component of the Russell 2000® Index and the S&P SmallCap 600® Index. For more information on Axos Bank, please visit axosbank.com. Net income for the fiscal year ended June 30, 2020 was $183.4 million compared to $155.1 million and $152.4 million for the fiscal years ended June 30, 2019 and 2018, respectively. Net income attributable to common stockholders for the fiscal year ended June 30, 2020 was $183.1 million, or $2.98 per diluted share compared to $154.8 million, or $2.48 per diluted share and $152.1 million, or $2.37 per diluted share for the years ended June 30, 2019 and 2018, respectively. Growth in our interest earning assets, particularly the loan and lease portfolio, and a reduced income tax rate were the primary reasons for the increase in our net income from fiscal 2018 to fiscal 2020. Net interest income increased $69.0 million for the year ended June 30, 2020 compared to the year ended June 30, 2019. Net interest income for the year ended June 30, 2020 was $477.6 million compared to $408.6 million and $368.5 million for the years ended June 30, 2019 and 2018, respectively. The growth of net interest income from fiscal year 2018 through 2020 is primarily due to net loan and lease portfolio growth. Provision for loan and lease losses for the year ended June 30, 2020 was $42.2 million, compared to $27.4 million and $25.8 million for the years ended June 30, 2019 and 2018, respectively. The increase of $14.9 million for fiscal year 2020 is the result of additional provisions for changes in economic and business conditions resulting from the COVID-19 pandemic, overall loan portfolio growth, and changes in the loan mix. The increase of $1.6 million for fiscal year 2019 is the result of growth and changes in the loan and lease mix of the portfolio. Non-interest income was $103.0 million compared to non-interest income of $82.8 million and $70.9 million for the fiscal years ended June 30, 2020, 2019 and 2018. The increase from fiscal year 2019 to fiscal year 2020 was primarily the result of an increase of mortgage banking and an full year of broker-dealer fees. The increase from 2018 to 2019 was primarily the result of an increase of $11.7 million in broker-dealer fees and $6.1 million in banking and service fees due to increased fees from our trustee and fiduciary services, increased levels of prepayment penalty fee income of $2.0 million, partially offset by a mortgage banking income decrease of $8.5 million. Non-interest expense for the fiscal year ended June 30, 2020 was $275.8 million compared to $251.2 million and $173.9 million for the years ended June 30, 2019 and 2018, respectively. The increase was primarily due to an increase of $16.9 million in staffing for lending, information technology infrastructure development, clearing services, trustee and fiduciary services and regulatory compliance, an increase in depreciation and amortization of $8.0 million, an increase in data processing and internet of $6.5 million, and a decrease in other general and administrative costs of $11.2 million. Our staffing rose to 1099 employees compared to 1007 and 801 at June 30, 2020, 2019 and 2018, respectively. Total assets were $13.9 billion at June 30, 2020 compared to $11.2 billion at June 30, 2019. Assets grew $2.6 billion or 23.5% during the last fiscal year, primarily due to loan originations, primarily from C&I and income property lending and total cash from increased deposits. The loan growth was funded primarily with growth in deposits. COVID-19 Impact. We are closely monitoring the rapid developments of and uncertainties caused by the COVID-19 pandemic. In response to the changes in economic and business conditions as a result of the COVID-19 pandemic, we have taken the following actions to support customers, employees, partners and shareholders: 47 • Actively communicating with borrowers and partners to assess individual needs; • Participating as a lender in the PPP and evaluating various components of the CARES Act applicability to the Company; • Provided secure and efficient remote work options for our team members; • Increasing provisions for loan and lease losses as a result of a weakening economy and reduced business activities; • Tightening underwriting standards; • Reallocated personnel to increase resources for customer service and portfolio management; and • Limiting business travel. For our borrowers who are one or less payments past due on April 1, 2020, based on our application under the guidelines set forth in the CARES Act, we delayed payments for an agreed upon timeframe, depending on each individual borrower’s characteristics. As of June 30, 2020 we granted forbearance on $95.8 million of loans, primarily single family residential secured loans. Additionally, we provided deferrals for $28.2 million and $2.7 million of auto and unsecured consumer loans during the year. Lastly, we provided one Commercial and Industrial loan a period of three months of interest only payments. No other deferrals of payment obligations have been provided. There have been no loan modifications as a result of the COVID-19 pandemic as of June 30, 2020. These COVID-19 payment deferrals are not categorized as a TDR as the CARES Act allows the Bank to suspend the TDR requirements for certain short-term loan modifications. The extent to which these measures will impact our Bank is uncertain, and any progression of loans receiving COVID-19 payment deferrals into non-performing assets, during future periods is uncertain and will depend on future developments that cannot be predicted. Our future performance will depend on many factors in addition to the COVID-19 pandemic: changes in interest rates, competition for deposits and quality loans, the credit performance of our assets, regulatory actions, strategic transactions, and our ability to improve operating efficiencies. See “Item 1A. Risk Factors.” MERGERS AND ACQUISITIONS From time to time we undertake acquisitions or similar transactions consistent with our Company’s operating and growth strategies. We completed no business acquisitions or asset acquisitions during the fiscal year ended June 30, 2020 and two business acquisitions and two asset acquisitions during the fiscal year ended June 30, 2019. MWABank deposit acquisition. On March 15, 2019, the Bank closed the deposit assumption agreement with MWABank and acquired approximately $173 million of deposits, including approximately $151 million of checking, savings and money market accounts and $22 million of time deposits, from MWABank. Axos did not acquire any assets, employees or branches in this transaction. The Bank received cash equal to the book value of the deposit liabilities. WiseBanyan. On February 26, 2019 the Company’s subsidiary, Axos Securities, LLC, had completed the acquisition of WiseBanyan Holding, Inc. and its subsidiaries (collectively “WiseBanyan”). Headquartered in Las Vegas, Nevada, WiseBanyan is a provider of personal financial and investment management services through a proprietary technology platform. When acquired, WiseBanyan served approximately 24,000 clients with approximately $150 million of assets under management. The Company paid $3.2 million in cash to acquire the assets of WiseBanyan and recorded $2.7 million in intangible assets.The Company purchased the whole WiseBanyan business and has the entire voting interest. Goodwill is not expected to be deducted for tax purposes. COR Securities Holdings. On January 28, 2019 (“Acquisition Date”), Axos Clearing, LLC and Axos Clarity MergeCo., Inc. completed the acquisition of COR Securities Holdings Inc.(“COR Securities”), the parent company of COR Clearing LLC (“COR Clearing”), pursuant to the terms of the Agreement and Plan of Merger, dated as of September 28, 2018 (the “Merger Agreement”). Headquartered in Omaha, Nebraska, COR Clearing is a full-service correspondent clearing firm for independent broker- dealers. Established as a part of Mutual of Omaha Insurance Company and spun off as Legent Clearing in 2002, COR Clearing provides clearing, settlement, custody, and securities and margin lending to more than sixty introducing broker-dealers and 90,000 customers. The total cash consideration of approximately $80.9 million was funded with existing capital. Upon closing, the Company issued subordinated notes totaling $7.5 million to the principal stockholders of COR Securities in an equal principal amount, with a maturity of 15 months, to serve as a source of payment of indemnification obligations of the principal stakeholders of COR Securities under the Merger Agreement. The Company is in the process of making an indemnification claim against the $7.4 million remaining. The acquisition of COR Securities is accounted for as a business combination using the acquisition method of accounting and, accordingly, assets acquired, liabilities assumed, and consideration paid are recorded at estimated fair values on the Acquisition Date. The Company recorded goodwill of $35.5 million and an additional $20.1 million in intangible assets as of the Acquisition Date. Included in the professional services line of the statement of income the Company recognized $0.4 million in transaction costs. 48 The acquisition will enable the Company to expand its banking business to a new customer base through independent broker-dealers and consumer account relationships, scale entry into wealth management through technology-driven platforms, and increase and diversify fee revenue, all of which will improve key operating metrics. The goodwill recognized results from the expected synergies and potential earnings from this combination. Nationwide Bank deposit acquisition. On November 16, 2018, the Bank completed the acquisition of substantially all of Nationwide Bank’s (“Nationwide”) deposits at the time of closing, adding $2.4 billion in deposits, including $661.4 million in checking, savings and money market accounts and $1.7 billion in time deposit accounts. The Bank received cash for the deposit balances transferred less a premium of $13.5 million, recorded in intangibles, commensurate with the fair market value of the deposits purchased. Bankruptcy trustee and fiduciary services business of Epiq Systems, Inc. On April 4, 2018, the Company completed the acquisition of the bankruptcy trustee and fiduciary services business of Epiq Systems, Inc. (“Epiq”). The assets acquired by the Company include comprehensive software solutions, trustee customer relationships, trade name, accounts receivable and fixed assets. The business provides specialized software and consulting services to Chapter 7 bankruptcy and non-Chapter 7 trustees and fiduciaries in all fifty states. This business is expected to generate fee income from bank partners and bankruptcy cases, as well as opportunities to source low cost deposits. No deposits were acquired as part of the transaction. Under the terms of the purchase agreement, the aggregate purchase price included the payment of $70.0 million in cash. The Company acquired intangible assets with fair values of $32.7 million, including customer relationships, developed technologies, a covenant not to compete and the trade name, and accounts receivable and fixed assets of $1.6 million, resulting in goodwill of $35.7 million. Transaction-related expenses were de minimis. 49 CRITICAL ACCOUNTING POLICIES The following discussion and analysis of our financial condition and results of operations is based upon our consolidated financial statements and the notes thereto, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these consolidated financial statements requires us to make a number of estimates and assumptions that affect the reported amounts and disclosures in the consolidated financial statements. On an ongoing basis, we evaluate our estimates and assumptions based upon historical experience and various factors and circumstances. We believe that our estimates and assumptions are reasonable under the circumstances. However, actual results may differ significantly from these estimates and assumptions that could have a material effect on the carrying value of assets and liabilities at the balance sheet dates and our results of operations for the reporting periods. Securities. We classify securities as either trading, available-for-sale or held-to-maturity. Trading securities are those securities for which we have elected fair value accounting. Trading securities are recorded at fair value with changes in fair value recorded in earnings each period. Securities available-for-sale are reported at estimated fair value, with unrealized gains and losses, net of the related tax effects, excluded from operations and reported as a separate component of accumulated other comprehensive income or loss. The fair values of securities traded in active markets are obtained from market quotes. If quoted prices in active markets are not available, we determine the fair values by utilizing industry-standard tools to calculate the net present value of the expected cash flows available to the securities. For securities other than non-agency RMBS, we use observable market participant inputs and categorize these securities as Level II in determining fair value. For non-agency RMBS securities, we use a level III fair value model approach. To determine the performance of the underlying mortgage loan pools, we consider where appropriate borrower prepayments, defaults, and loss severities based on a number of macroeconomic factors, including housing price changes, unemployment rates, interest rates and borrower attributes such as credit score and loan documentation at the time of origination. We input for each security our projections of monthly default rates, loss severity rates and voluntary prepayment rates for the underlying mortgages for the remaining life of the security to determine the expected cash flows. The projections of default rates are derived by the Company from the historic default rate observed in the pool of loans collateralizing the security, increased by (or decreased by) the forecasted increase or decrease in the national unemployment rate as well as the forecasted increase or decrease in the national home price appreciation (HPA) index. The projections of loss severity rates are derived by the Company from the historic loss severity rate observed in the pool of loans, increased by (or decreased by) the forecasted decrease or increase in the HPA index. To determine the discount rates used to compute the present value of the expected cash flows for these non- agency RMBS securities, we separate the securities by the borrower characteristics in the underlying pool. For example, non- agency RMBS “Prime” securities generally have borrowers with higher FICO scores and better documentation of income. “Alt- A” securities generally have borrowers with lower FICO and less documentation of income. “Pay-option ARMs” are Alt-A securities with borrowers that tend to pay the least amount of principal (or increase their loan balance through negative amortization). Separate discount rates are calculated for Prime, Alt-A and Pay-option ARM non-agency RMBS securities using market-participant assumptions for risk, capital and return on equity. At each reporting date, we monitor our available-for-sale and held-to-maturity securities for other-than-temporary impairment. The Company measures its debt securities in an unrealized loss position at the end of the reporting period for other- than-temporary impairment by comparing the present value of the cash flows currently expected to be collected from the security with its amortized cost basis. If the calculated present value is lower than the amortized cost, the difference is the credit component of an other-than-temporary impairment of its debt securities. The excess of the present value over the fair value of the security (if any) is the noncredit component of the impairment, only if the Company does not intend to sell the security and will not be required to sell the security before recovery of its amortized cost basis. The credit component of the other-than-temporary-impairment is recorded as a loss in earnings and the noncredit component is recorded as a charge to other comprehensive income, net of the related income tax benefit. For non-agency RMBS we determine the cash flow expected to be collected and calculate the present value for purposes of testing for other-than-temporary impairment, by utilizing the same industry-standard tool and the same cash flows as those calculated for fair values (discussed above). We compute cash flows based upon the underlying mortgage loan pools and our estimates of prepayments, defaults, and loss severities. We input our projections for the underlying mortgages for the remaining life of the security to determine the expected cash flows. The discount rates used to compute the present value of the expected cash flows for purposes of testing for the credit component of the other-than-temporary impairment are different from those used to calculate fair value and are either the implicit rate calculated in each of our securities at acquisition or the last accounting yield (ASC Topic 325-40-35). We calculate the implicit rate at acquisition based on the contractual terms of the security, considering scheduled payments (and minimum payments in the case of pay-option ARMs) without prepayment assumptions. We use this discount rate in the industry-standard model to calculate the present value of the cash flows for purposes of measuring the credit component of an other-than-temporary impairment of our debt securities. Allowance for Loan and Lease Losses. The allowance for loan and lease losses is maintained at a level estimated to provide for probable incurred losses in the loan and lease portfolio. Management determines the adequacy of the allowance based 50 on reviews of individual loans and leases and pools of loans, recent loss experience, current economic conditions, the risk characteristics of the various categories of loans and other pertinent factors. This evaluation is inherently subjective and requires estimates that are susceptible to significant revision as more information becomes available. The allowance is increased by the provision for loan and lease losses, which is reduced by charge-offs and recoveries of loans previously charged-off. Allocations of the allowance may be made for specific loans but the entire allowance is available for any loan that, in management’s judgment, may be uncollectible or impaired. The allowance for loan and lease losses includes general reserves and may include specific reserves. Specific reserves may be provided for impaired loans. All other impaired loans are written down through charge-offs to their realizable value and no specific or general reserve is provided. A loan is measured for impairment generally two different ways. If the loan is primarily dependent upon the borrower’s ability to make payments, then impairment is calculated by comparing the present value of the expected future payments estimated through borrower financial review, discounted at the effective loan rate to the carrying value of the loan. If the loan is collateral dependent, the net proceeds from the estimated sales price of the collateral based on a third- party appraisal is compared to the carrying value of the loan. If the calculated amount is less than the carrying value of the loan, the loan has impairment. A general reserve is included in the allowance for loan and lease losses and is determined by adding the results of a quantitative and a qualitative analysis to all other loans not measured for impairment at the reporting date. The quantitative analysis determines the Bank’s actual annual historic charge-off rates and applies the average historic rates to the outstanding loan balances in each loan class. The qualitative analysis considers one or more of the following factors: changes in lending policies and procedures, changes in economic conditions, changes in the content of the portfolio, changes in lending management, changes in the volume of delinquency rates, changes to the scope of the loan review system, changes in the underlying collateral of the loans, changes in credit concentrations and any changes in the requirements to the credit loss calculations. A loss rate is estimated and applied to those loans affected by the qualitative factors. The following portfolio segments have been identified: single family secured mortgage, home equity secured mortgage, single family warehouse and other, multifamily secured mortgage, commercial real estate mortgage, recreational vehicles and auto secured, factoring, C&I and other. Business Combinations. Mergers and acquisitions are accounted for in accordance with ASC 805 “Business Combinations” using the acquisition method of accounting. Assets and liabilities acquired and assumed are generally recorded at their fair values as of the date of the transaction. The excess of purchase price over the fair value of assets acquired and liabilities assumed is recorded as goodwill. Significant estimates and judgments are involved in the fair valuation and purchase price allocation process. Goodwill and Other Intangible Assets. Goodwill represents the excess of the cost of an acquisition over the fair value of the net assets acquired. Other intangible assets represent purchased assets that lack physical substance but can be distinguished from goodwill because of contractual or other legal rights. Intangible assets that have finite lives, such as core deposit intangibles, are amortized over their estimated useful lives and subject to periodic impairment testing. Intangible assets (other than goodwill) are amortized to expense using accelerated or straight-line methods over their respective estimated useful lives. Goodwill is subject to impairment testing at the reporting unit level, which is conducted at least annually. The Company performs impairment testing during the third quarter of each year or when events or changes in circumstances indicate the assets might be impaired. The goodwill impairment testing requires us to make judgments and assumptions. The testing consists of estimating the fair value of each reporting unit based on valuation techniques, including a discounted cash flow model using revenue, profit forecasts, and recent industry and market conditions and trends, then comparing those estimated fair values with the carrying values of the assets and liabilities of each reporting unit, which includes the allocated goodwill. Based on the results, the Company determined that the estimated fair value exceeded its carrying value and concluded that the goodwill and other identifiable intangible assets were fully recognized. USE OF NON-GAAP FINANCIAL MEASURES In addition to the results presented in accordance with GAAP, this report includes non-GAAP financial measures such as adjusted earnings, adjusted earnings per common share, and tangible book value per common share. Non-GAAP financial measures have inherent limitations, may not be comparable to similarly titled measures used by other companies and are not audited. Readers should be aware of these limitations and should be cautious as to their reliance on such measures. Although we believe the non-GAAP financial measures disclosed in this report enhance investors’ understanding of our business and performance, these non-GAAP measures should not be considered in isolation, or as a substitute for GAAP basis financial measures. We define “adjusted earnings,” a non-GAAP financial measure, as net income without the after-tax impact of non-recurring acquisition-related costs, and excess FDIC expense, and other costs (unusual or non-recurring charges). Excess FDIC expense is defined as the higher insurance costs associated with increased levels of short-term brokered deposits in anticipation of the acquisition of deposits from Nationwide Bank. In the fiscal year ended June 30, 2019 the other costs are due to a $15.3 million 51 bad debt expense related to a correspondent customer of our clearing broker-dealer. Adjusted earnings per diluted common share (“adjusted EPS”), a non-GAAP financial measure, is calculated by dividing non-GAAP adjusted earnings by the average number of diluted common shares outstanding during the period. We believe the non-GAAP measures of adjusted earnings and adjusted EPS provide useful information about the Bank’s operating performance. We believe excluding the non-recurring acquisition related costs, excessive FDIC expense, and other costs provides investors with an alternative understanding of Axos’ 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: (Dollars in thousands, except per share amounts) Net income Acquisition-related costs Excess FDIC expense Other costs Income taxes Adjusted earnings (Non-GAAP) Adjusted EPS (Non-GAAP) For Twelve Months Ended June 30, 2020 2019 2018 $ $ $ 183,438 10,108 — — (3,048) 190,498 3.10 $ $ $ 155,131 6,714 1,111 15,299 (6,267) 171,988 2.75 $ $ $ 152,411 1,470 — — (535) 153,346 2.39 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: At the Fiscal Years Ended June 30, (Dollars in thousands, except per share amounts) 2020 2019 2018 2017 2016 Total stockholders’ equity Less: preferred stock $ 1,230,846 $ 1,073,050 $ 960,513 $ 834,247 $ 683,590 5,063 5,063 5,063 5,063 5,063 Common stockholders’ equity $ 1,225,783 $ 1,067,987 $ 955,450 $ 829,184 $ 678,527 Less: mortgage servicing rights, carried at fair value 10,675 9,784 Less: goodwill and intangible assets 125,389 134,893 10,752 67,788 7,200 — 3,943 — Tangible common stockholders’ equity (Non-GAAP) $ 1,089,719 $ 923,310 $ 876,910 $ 821,984 $ 674,584 Common shares outstanding at end of period 59,612,635 61,128,817 62,688,064 63,536,244 63,219,392 Tangible book value per common share (Non-GAAP) $ 18.28 $ 15.10 $ 13.99 $ 12.94 $ 10.67 52 AVERAGE BALANCES, NET INTEREST INCOME, YIELDS EARNED AND RATES PAID The following tables set forth, for the periods indicated, information regarding (i) average balances; (ii) the total amount of interest income from interest-earning assets and the weighted average yields on such assets; (iii) the total amount of interest expense on interest-bearing liabilities and the weighted average rates paid on such liabilities; (iv) net interest income; (v) interest rate spread; and (vi) net interest margin: For the Fiscal Years Ended June 30, 2020 2019 2018 Average Balance1 Interest Income / Expense Average Yields Earned / Rates Paid Average Balance1 Interest Income / Expense Average Yields Earned / Rates Paid Average Balance1 Interest Income / Expense Average Yields Earned / Rates Paid $ 10,149,867 $ 582,748 5.74% $ 8,974,820 $ 525,317 5.85% $ 7,893,072 $ 446,991 5.66% 833,612 217,598 10,906 11,061 1.31% 5.08% 631,228 210,189 13,495 13,943 2.14% 6.63% 807,348 209,434 12,450 11,335 1.54% 5.41% 362,063 16,585 4.58% 173,829 8,746 5.03% N/A N/A —% 28,776 1,539 5.35% 41,078 3,386 8.24% 61,222 4,298 7.02% $ 11,591,916 $ 622,839 5.37% $ 10,031,144 $ 564,887 5.63% $ 8,971,076 $ 475,074 5.30% 395,789 $ 11,987,705 234,993 $ 10,266,137 100,380 $ 9,071,456 Time deposits 2,482,151 60,033 2.42% 2,322,039 55,689 2.40% 990,635 25,838 $ 4,844,700 $ 66,883 1.38% $ 3,906,833 $ 61,391 1.57% $ 4,706,238 $ 54,013 1.15% 2.61% 4.11% —% — 247,420 — 679 —% 0.27% — 221,469 — 748 —% 0.34% 5,575 N/A 229 N/A 747,358 11,988 1.60% 1,397,460 32,834 2.35% 1,296,120 22,848 1.76% 103,652 5,645 5.45% 104,287 5,620 5.39% 54,522 3,652 6.70% 8,425,281 145,228 1.72% 7,952,088 156,282 1.97% 7,053,090 106,580 1.51% 1,990,005 397,506 1,174,913 1,227,285 76,651 1,010,113 1,052,944 68,361 897,061 $ 11,987,705 $ 10,266,137 $ 9,071,456 $ 477,611 $ 408,605 $ 368,494 3.65% 4.12% 3.66% 4.07% 3.79% 4.11% 1 Average balances are obtained from daily data. 2 Loans and leases include loans held for sale, loan and lease premiums, discounts and unearned fees. 3 Interest income includes reductions for amortization of loan and lease and investment securities premiums and earnings from accretion of discounts and loan and lease fees. Loan and lease fee income is not significant. Also includes $28.0 million as of June 30, 2020, $28.7 million as of June 30, 2019 and $29.3 million as of June 30, 2018 of loans that qualify for Community Reinvestment Act credit which are taxed at a reduced rate. 4 Interest rate spread represents the difference between the weighted average yield on interest-earning assets and the weighted average rate paid on interest- bearing liabilities. 5 Net interest margin represents net interest income as a percentage of average interest-earning assets. 53 (Dollars in thousands) Assets: Loans and leases2,3 Interest-earning deposits in other financial institutions Investment securities Securities borrowed and margin lending Stock of the regulatory agencies Total interest-earning assets Non-interest-earning assets Total assets Liabilities and Stockholders’ Equity: Interest-bearing demand and savings Securities sold under agreements to repurchase Securities loaned Advances from the FHLB Borrowings, subordinated notes and debentures Total interest-bearing liabilities Non-interest-bearing demand deposits Other non-interest- bearing liabilities Stockholders’ equity Total liabilities and stockholders’ equity Net interest income Interest rate spread4 Net interest margin5 RESULTS OF OPERATIONS Our results of operations depend on our net interest income, which is the difference between interest income on interest- earning assets and interest expense on interest-bearing liabilities. Our net interest income has increased as a result of the growth in our interest earning assets and is subject to competitive factors in online banking and other markets. Our net interest income is reduced by our estimate of loss provisions for our loan and lease portfolio. We also earn non-interest income primarily from mortgage banking activities, banking products and service activity, our Securities Business, prepaid card fee income, prepayment fee income from multifamily borrowers who repay their loans before maturity and from gains on sales of other loans and investment securities. Losses on investment securities reduce non-interest income. The largest component of non-interest expense is salary and benefits, which is a function of the number of personnel, which increased to 1099 full-time equivalent employees at June 30, 2020, from 1007 full time employees at June 30, 2019. We are subject to federal and state income taxes, and our effective tax rates were 30.15%, 27.10% and 36.42% for the fiscal years ended June 30, 2020, 2019, and 2018, respectively. Other factors that affect our results of operations include expenses relating to data processing, advertising, depreciation, occupancy, professional services, and other miscellaneous expenses. COMPARISON OF THE FISCAL YEARS ENDED JUNE 30, 2020 AND JUNE 30, 2019 Net Interest Income. Net interest income totaled $477.6 million for the fiscal year ended June 30, 2020 compared to $408.6 million for the fiscal year ended June 30, 2019. The following table sets forth the effects of changing rates and volumes on our net interest income. Information is provided with respect to (i) effects on interest income and interest expense attributable to changes in volume (changes in volume multiplied by prior rate); and (ii) effects on interest income and interest 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. (Dollars in thousands) Increase (decrease) in interest income: Loans and leases Federal funds sold Interest-earning deposits in other financial institutions Investment securities Securities borrowed and margin lending Stock of the regulatory agencies Total increase (decrease) in interest income Increase (decrease) in interest expense: Interest-bearing demand and savings Time deposits Securities loaned Advances from the FHLB Other borrowings Fiscal Year Ended June 30, 2020 vs 2019 Increase (Decrease) Due to Volume Rate Total Increase (Decrease) $ 67,483 $ (10,052) $ 57,431 $ $ 3,570 476 8,686 (851) 79,364 13,522 3,876 87 (12,364) (35) $ $ (6,159) (3,358) (847) (996) (21,412) $ (8,030) $ 468 (156) (8,482) 60 (2,589) (2,882) 7,839 (1,847) 57,952 5,492 4,344 (69) (20,846) 25 Total increase (decrease) in interest expense $ 5,086 $ (16,140) $ (11,054) Interest Income. Interest income for the fiscal year ended June 30, 2020 totaled $622.8 million, an increase of $58.0 million, or 10.3%, compared to $564.9 million in interest income for the fiscal year ended June 30, 2019 primarily due to growth in volume of interest-earning assets from loan originations, primarily from commercial & industrial lending and a full year of securities borrowed and margin lending from our new securities segment. Average interest-earning assets for the fiscal year ended June 30, 2020 increased by $1,560.8 million compared to the fiscal year ended June 30, 2019 primarily due to loan and lease originations for investment which totaled $6,798.0 million during the year ended June 30, 2020. Yields on loans and leases decreased by 11 basis points to 5.74% for the fiscal year ended June 30, 2020, primarily due to declines in market interest rates. For the fiscal year ended June 30, 2020, the growth in average balances contributed additional interest income of $79.4 million, which was partially offset by a $21.4 million decrease in interest income due to declines in market interest rates. The average yield earned on our interest-earning assets decreased to 5.37% for the fiscal year ended June 30, 2020, compared to 5.63% in 2019 primarily due to the decrease in rate from loans and leases. As a result of the Federal Reserve decisions to decrease the Fed Funds rate during the year, the rates earned on our adjustable-rate loans declined and the rates on newly originated loans declined. 54 . Interest Expense. Interest expense totaled $145.2 million for the fiscal year ended June 30, 2020, a decrease of $11.1 million, or 7.1% compared to $156.3 million in interest expense during the fiscal year ended June 30, 2019, due primarily to a $762.7 million increase in non-interest bearing deposits and decreased rates on deposits and advances, as a result of the Federal Reserve decisions to decrease the Fed Funds rate over the year, partially offset by greater volume of deposits due to growth. The average rate paid on all of our interest-bearing liabilities decreased to 1.72% for the fiscal year ended June 30, 2020 from 1.97% for the fiscal year ended June 30, 2019, due primarily to decreased rates on deposits and advances from FHLB. Average interest- bearing liabilities for the fiscal year ended June 30, 2020 increased $473.2 million compared to fiscal 2019. The average rate on interest-bearing deposits decreased to 1.38% from 1.57% due to decreases in prevailing deposit rates across the industry. The rates on advances from the FHLB also decreased to 1.60% from 2.35% due primarily to the Fed rate decreases. The average rate on time deposits increased to 2.42% for the fiscal year ended June 30, 2020 from 2.40% for the fiscal year ended June 30, 2019, due to changes in the mix of time deposits. Average FHLB advances for the fiscal year ended June 30, 2020 decreased $650.1 million, or 46.5% compared to fiscal 2019. The average non-interest-bearing demand deposits were $1,990.0 million for the fiscal year ended June 30, 2020, up from $1,227.3 million, representing an increase of $762.7 million. Provision for Loan and Lease Losses. Provision for loan and lease losses was $42.2 million for the fiscal year ended June 30, 2020 and $27.4 million for fiscal 2019. The increase in provision was primarily due to additional provisions for changes in economic and business conditions resulting from the COVID-19 pandemic, overall loan portfolio growth, and changes in the loan mix. The provisions are made to maintain our allowance for loan and lease losses at levels which management believes to be adequate. The assessment of the adequacy of our allowance for loan and lease losses is based upon a number of quantitative and qualitative factors, including levels and trends of past due and nonaccrual loans, loss history and changes in the volume and mix of loans and collateral values. See “Asset Quality and Allowance for Loan and Lease Losses” for discussion of our allowance for loan and lease losses and the related loss provisions. Non-interest Income. The following table sets forth information regarding our non-interest income: (Dollars in thousands) Realized gain on securities: Unrealized loss on securities: Total impairment losses Loss (gain) recognized in other comprehensive income Total unrealized loss on securities Prepayment penalty fee income Gain on sale – other Mortgage banking income Broker-dealer fee income Banking and service fees Total non-interest income For the Fiscal Year Ended June 30, 2020 2019 $ $ $ — $ — — — $ 5,993 6,871 20,646 23,210 46,267 102,987 $ 709 (1,666) 845 (821) 5,851 6,160 5,267 11,737 53,854 82,757 Our relationship with H&R Block began in fiscal 2016 and introduced seasonality into banking and service fees category of non-interest income, with an increase during our second quarter and the peak income in this category typically occurring during our third fiscal quarter ended March 31. Therefore, banking and services fees for the three months ended March 31, are not indicative of results to be expected for other quarters during the fiscal year. Historically, the primary non-interest income generating H&R Block products and services that lead to the increased banking and service fees are Emerald Prepaid Mastercard® (“EPC”) and Refund Transfer (“RT”). Non-interest income totaled $103.0 million for the fiscal year ended June 30, 2020 compared to non-interest income of $82.8 million for fiscal 2019. The increase was primarily the result of an increase of $15.4 million in mortgage banking income, resulting from an increase in originations of loans held-for-sale increased due to the decline in market interest rates, an increase of $11.5 million in broker-dealer fee income from a full year of our securities segment, an increase in net unrealized loss on securities of $0.8 million, a $0.7 million increase in gain on sale-other, and increased levels of prepayment penalty fee income of $0.1 million, partially offset by a decrease of $7.6 million in banking and service fees due to trustee and fiduciary services and a decrease in realized gain on sale of securities of $0.7 million. Banking and service fees includes H&R Block-branded product 55 fees, deposit fees, fee income from prepaid card sponsors, and certain C&I loan fees. The primary non-interest income-generating H&R Block products and services that led to the increased banking and service fees are EPC and RT. For the fiscal year ended June 30, 2020, EPC was flat at $7.8 million compared to fiscal 2019. For the fiscal year ended June 30, 2020, RT decreased $0.8 million to $11.5 million from $12.3 million for fiscal 2019. Because the Company’s total assets exceeded $10 billion on December 31, 2019, the Durbin Amendment applied to us starting July 1, 2020. The Durbin Amendment will reduce the amount of interchange fees that we can charge and could adversely affect our fee-sharing prepaid card partnerships. In particular, in July 2020, H&R Block exercised its right to terminate the Program Management Agreement prior to its expiration in June 30, 2022, because Axos Bank did not agree to compensate H&R Block for the reduction in interchange fees that H&R Block would receive from the Emerald Card® in 2021 and 2022 due to the application of the Durbin Amendment. As a result of this termination, assuming (A) the transaction volumes of activity for Emerald Card, Emerald Advance and Refund Transfer products for fiscal 2021 are similar to fiscal 2020 and (B) there are no payments to the Company for transition services performed for H&R Block or the new bank, the potential impact on our operating results would be a reduction in net operating income (revenue, less expense, less income tax) for Emerald Card, Emerald Advance and Refund Transfer Products and administrative fees of approximately $21.0 million or $0.35 per diluted share for fiscal 2021. H&R Block has also elected to use another bank for Refund Advance, and assuming (ii) the transaction volumes and pricing for the Refund Advance product for fiscal 2021 would have been similar to fiscal 2020 and (iii) there are no payments to Axos Bank for transition services performed for H&R Block or the new bank, the potential impact on our operating results would be an additional reduction in net operating income (revenue, less expense, less income tax) for Refund Advance of approximately $10.0 million or $0.17 per diluted share for fiscal 2021. Included in gain on sale – other are sales of unsecured and secured consumer and business loans originated through introductions from our third-party partner relationships, for example H&R Block-branded Emerald Advance, and sales of structured settlement annuity and state lottery receivables. We engage in the wholesale and retail purchase of state lottery prize and structured settlement annuity payments. These payments are high credit quality deferred payment receivables having a state lottery commission or investment grade (top two tiers) insurance company payor. The Bank originates contracts for the retail purchase of such payments and classifies these under the heading of Factoring in the loan portfolio. Factoring yields are typically higher than mortgage loan rates. Typically, the gain received upon sale of these payment streams is greater than the gain received from an equivalent amount of mortgage loan sales. Since 2013, pools of structured settlement receivables are originated for sale from time to time depending upon management’s assessment of interest rate risk, liquidity, and offers containing favorable terms and, if originated for sale, would be classified on our balance sheet as loans held for sale. Non-interest Expense. The following table sets forth information regarding our non-interest expense for the periods shown: (Dollars in thousands) Salaries and related costs Data processing Depreciation and amortization Advertising and promotional Occupancy and equipment Professional services Broker-dealer clearing charges FDIC and regulator fees General and administrative expenses Total non-interest expense For the Fiscal Year Ended June 30, 2020 2019 $ 144,341 $ 127,433 30,671 24,443 14,523 12,059 11,095 8,210 5,538 24,886 $ 275,766 $ 24,150 16,471 14,710 8,571 11,916 2,822 9,005 36,128 251,206 Non-interest expense totaled $275.8 million for the fiscal year ended June 30, 2020, an increase of $24.6 million compared to fiscal 2019. Salaries and related costs increased $16.9 million, or 13.3%, in fiscal 2020 primarily due to the staffing additions from the aforementioned acquisitions and increased staffing levels to support growth in the Banking segment, specifically for deposits, lending, information technology infrastructure development, and compliance activities. Our staff increased to 1099 from 1007 or 9.14% between fiscal 2020 and 2019 and increased to 1007 from 801 or 25.72% between fiscal 2019 and 2018. Data processing increased $6.5 million, primarily due to the acquisitions in our Securities Business segment and enhancements to customer interfaces and the Bank’s core processing system. Depreciation and amortization, increased $8.0 million primarily due to the amortization of intangibles from recent acquisitions, depreciation on lending and deposit platform enhancements and infrastructure development. 56 Advertising and promotion expense decreased $0.2 million, primarily due to decreased mortgage lead generation and deposit marketing costs as well as by a reduction of costs from the fiscal 2019 rebranding. Occupancy and equipment expense increased $3.5 million, in order to support increased deposit and loan production and additions from our Securities Business. Professional services, which include accounting and legal fees, decreased $0.8 million in fiscal 2020 compared to 2019. The decrease in professional services was primarily due to decreased legal and consulting expenses. Broker-dealer clearing charges were $8.2 million for the fiscal year ended June 30, 2020. The increase was attributable full period costs compared to the 2019 periods as the Securities Business was acquired part way through the fiscal year in late January 2019. The Federal Deposit Insurance Corporation (“FDIC”) and OCC standard regulatory charges decreased by $3.5 million in fiscal 2020 compared to fiscal 2019. The decrease was a result of a small bank assessment credits received from the FDIC. As an FDIC-insured institution, the Bank is required to pay deposit insurance premiums to the FDIC. General and administrative expenses decreased by $11.2 million in fiscal 2020 compared to 2019. The decrease was primarily due to a prior year non-recurring charge of $15.3 million in our Securities Business for an impaired and uncollectible receivable. Income Tax Expense. Income tax expense was $79.2 million for the fiscal year ended June 30, 2020 compared to $57.7 million for fiscal 2019. Our effective tax rates were 30.15% and 27.10% for the fiscal years ended June 30, 2020 and 2019, respectively. As of June 30, 2020, the Company determined that certain stock-based compensation awards would not be granted under the plan, and the deferred tax assets related to these awards will not be realized. Accordingly, the Company wrote-off $6.8 million of stock-based compensation deferred tax asset, resulting in a $2.0 million increase in tax expense for fiscal 2020. During the year ended June 30, 2019, the Company acquired COR Securities Holdings. The Company recognized a deferred tax liability benefit of $2.2 million. The Company received federal and state tax credits for the years ended June 30, 2020, 2019, and 2018, respectively. These tax credits reduced the effective tax rate by approximately 0.77%, 1.55%, and 2.38% respectively. SEGMENT RESULTS The Company determines reportable segments based on the services offered, the significance of the services offered, the significance of those services to the Company’s financial condition and operating results and management’s regular review of the operating results of those services. The Company operates through two operating segments: Banking Business and Securities Business. In order to reconcile the two segments to the consolidated totals, the Company includes parent-only activities and intercompany eliminations. The following tables present the operating results of the segments: (Dollars in thousands) Net interest income Provision for loan losses Non-interest income Non-interest expense Income before taxes Fiscal Year Ended June 30, 2020 Banking Business Securities Business Corporate/ Eliminations Axos Consolidated $ $ 464,448 42,200 80,374 216,895 285,727 $ $ $ 16,630 — 24,817 43,525 (2,078) $ (3,467) $ — (2,204) 15,346 (21,017) $ 477,611 42,200 102,987 275,766 262,632 57 (Dollars in thousands) Net interest income Provision for loan losses Non-interest income Non-interest expense Income before taxes Banking Business Fiscal Year Ended June 30, 2019 Banking Business Securities Business Corporate/ Eliminations Axos Consolidated $ 404,500 $ 7,564 $ 27,350 70,917 192,588 255,479 $ — 12,071 34,430 (14,795) $ $ (3,459) $ — (231) 24,188 (27,878) $ 408,605 27,350 82,757 251,206 212,806 For the fiscal year ended June 30, 2020, we had pre-tax income of $285.7 million compared to pre-tax income of $255.5 million for the fiscal year ended June 30, 2019. For the fiscal year ended June 30, 2020, the increase in pre-tax income was primarily related to increased net interest income due to loan and deposit growth. We consider the ratios shown in the table below to be key indicators of the performance of our Banking Business segment: Efficiency ratio Return on average assets Interest rate spread Net interest margin Fiscal Year Ended June 30, 2020 June 30, 2019 39.81% 1.78% 3.72% 4.19% 40.51% 1.83% 3.72% 4.14% Our Banking segment’s net interest margin exceeds our consolidated net interest margin. Our consolidated net interest margin includes certain items that are not reflected in the calculation of our net interest margin within our Banking Business and reduce our consolidated net interest margin, such as the borrowing costs at our Holding Company and the yields and costs associated with certain items within interest-earning assets and interest-bearing liabilities in our Securities Business, including items related to securities financing operations. 58 5.85% 2.27% 6.69% 8.45% 5.68% 1.56% 2.40% 2.35% 2.70% 1.96% The following table presents our Banking segment’s information regarding (i) average balances; (ii) the total amount of interest income from interest-earning assets and the weighted average yields on such assets; (iii) the total amount of interest expense on interest-bearing liabilities and the weighted average rates paid on such liabilities; (iv) net interest income; (v) interest rate spread; and (vi) net interest margin for the twelve months ended June 30, 2020 and 2019: (Dollars in thousands) Assets: Loans and Leases2,3 Interest-earning deposits in other financial institutions For the Fiscal Years Ended June 30, 2020 Interest Income/ Expense Average Balance1 Average Yields Earned/Rates Paid Average Balance1 2019 Interest Income/ Expense Average Yields Earned/Rates Paid $ 10,122,818 $ 581,518 5.74% $ 8,974,624 $ 525,307 700,659 8,839 1.26% 540,047 12,285 Investment securities3 Stock of the regulatory agencies, at cost Total interest-earning assets Non-interest-earning assets Total Assets 235,893 25,696 11,085,066 188,625 $ 11,273,691 Liabilities and Stockholder's Equity: Interest-bearing demand and savings $ 4,864,591 $ Time deposits Advances from the FHLB Borrowings, subordinated notes and debentures 2,482,151 747,358 11,661 1,532 603,550 67,070 60,033 11,988 4.94% 5.96% 5.44% 208,234 40,000 9,762,905 189,802 $ 9,952,707 1.38% $ 3,964,429 $ 2,322,039 1,397,460 2.42% 1.60% 0.36% 13,929 3,378 554,899 61,845 55,689 32,834 3,092 11 1,112 31 Total interest-bearing liabilities $ 8,097,192 $ 139,102 1.72% $ 7,685,040 $ 150,399 Non-interest-bearing demand deposits Other non-interest-bearing liabilities Stockholder's equity Total Liabilities and Stockholders' Equity 2,000,755 85,951 1,089,793 1,236,508 58,004 973,155 $ 11,273,691 $ 9,952,707 $ 464,448 Net interest income Interest rate spread4 Net interest margin5 1 Average balances are obtained from daily data. 2 Loans and leases include loans held for sale, loan premiums and unearned fees. 3 Interest income includes reductions for amortization of loan and investment securities premiums and earnings from accretion of discounts and loan fees. Loans and leases include average balances of $28.0 million and $28.7 million of Community Reinvestment Act loans which are taxed at a reduced rate for the 2020 and 2019 twelve-month periods, respectively. 404,500 4.19% 3.72% 3.72% 4.14% $ 4 Interest rate spread represents the difference between the weighted average yield on interest-earning assets and the weighted average rate paid on interest- bearing liabilities. 5 Net interest margin represents annualized net interest income as a percentage of average interest-earning assets. 59 Net Interest Income. Net interest income totaled $464.4 million for the fiscal year ended June 30, 2020 compared to $404.5 million for the fiscal year ended June 30, 2019. The following table sets forth the effects of changing rates and volumes on our net interest income. Information is provided with respect to (i) effects on interest income and interest expense attributable to changes in volume (changes in volume multiplied by prior rate); and (ii) effects on interest income and interest expense attributable to changes in rate (changes in rate multiplied by prior volume). The change in interest due to both volume and rate has been allocated proportionally to both, based on their relative absolute values. (Dollars in thousands) Increase (decrease) in interest income: Loans and leases Federal funds sold Interest-earning deposits in other financial institutions Investment securities Stock of the regulatory agencies Total increase (decrease) in interest income Increase (decrease) in interest expense: Interest-bearing demand and savings Time deposits Advances from the FHLB Other borrowings Total increase (decrease) in interest expense Fiscal Year Ended June 30, 2020 vs 2019 Increase (Decrease) Due to Volume Rate Total Increase (Decrease) $ 66,222 $ (10,011) $ 56,211 2,990 1,690 (1,012) 69,890 12,928 3,876 (12,364) 21 $ $ — (6,436) (3,958) (834) (3,446) (2,268) (1,846) (21,239) $ 48,651 (7,703) $ 468 (8,482) (41) 5,225 4,344 (20,846) (20) 4,461 $ (15,758) $ (11,297) $ $ $ The Banking segment’s net interest income for the fiscal year ended June 30, 2020 totaled $464.4 million, an increase of 14.8%, compared to net interest income of $404.5 million for the fiscal year ended June 30, 2019. The growth of net interest income is primarily due to increased volume of loans and leases, partially offset by decreased average yields earned on interest- earning assets and increased levels of interest-bearing demand and savings. The Banking segment’s non-interest income increased $9.5 million from $70.9 million to $80.4 million for the fiscal year ended June 30, 2019 compared to the fiscal year ended June 30, 2020. The increase in non-interest income for the fiscal year ended June 30, 2020, was primarily the result of an increase in mortgage banking income of $14.6 million, a decrease in net unrealized loss on securities of $0.8 million, a $0.7 million increase in gain on sale-other and an increase of $0.1 million in prepayment penalty fee income, partially offset by a decrease of $6.1 million in banking and service fees and a decrease in realized gain on sale of securities of $0.7 million. Banking and service fees includes H&R Block-branded product fees, deposit fees, fee income from prepaid card sponsors, and certain C&I loan fees. EPC and RT, our primary non-interest income-generating H&R Block products and services, are categorized in banking and service fees. For the fiscal year ended June 30, 2020, EPC was flat at $7.8 million compared to fiscal 2019. For the fiscal year ended June 30, 2020, RT decreased $0.8 million to $11.5 million from $12.3 million for fiscal 2019. Non-interest expense totaled $216.9 million for the fiscal year ended June 30, 2020, an increase of $24.3 million compared to fiscal 2019. Salaries and related costs increased $15.4 million, or 16.0%, in fiscal 2020 due to increased staffing levels to support growth in staffing for lending, information technology infrastructure development, regulatory compliance, and the trustee and fiduciary services, a $6.4 million increase in depreciation and amortization for amortization of fiduciary services intangibles and systems enhancements, a $3.0 million increase in occupancy expense, a $2.9 million increase in data processing expense for loan and deposit systems enhancements, and a $2.0 million increase in other and general expense, partially offset by a decrease of $3.8 million in FDIC and OCC standard regulatory charges due a small bank assessment credit received from the FDIC, and a $1.2 million decrease in professional services. 60 Securities Business For the fiscal year ended June 30, 2020, our Securities Business segment had a loss before taxes of $2.1 million. The Securities Business segment was created as a result of acquisitions during fiscal 2019; therefore, comparisons are limited in meaning, since the Securities Business was only part of the consolidated organization for five months of fiscal 2019. For the fiscal year ended June 30, 2019, the $14.8 million loss was primarily due to a $15.3 million bad debt expense related to a correspondent customer of our clearing broker-dealer. The following table provides our Securities Business operating results: (Dollars in thousands) Net interest income Non-interest income Non-interest expense Income (Loss) before income taxes $ For the Fiscal Year Ended June 30, 2020 2019 16,630 $ 24,817 43,525 (2,078) $ 7,564 12,071 34,430 (14,795) Net interest income for the fiscal year ended June 30, 2020, was $16.6 million. Net interest income for the fiscal year ended June 30, 2019 was $7.6 million. In the Securities business, interest is earned on margin loan balances, securities borrowed, and cash deposit balances. Interest expense is incurred from cash borrowed through bank lines and securities lending. Non-interest income during the fiscal year ended June 30, 2020, was $24.8 million, the result of $8.2 million of clearing and custodial related fees, $7.9 million of Correspondent fees, $6.3 million in fees earned on FDIC insured bank deposits, and $2.4 million of clearing technology services. Non-interest income during the fiscal year ended June 30, 2019 was $12.1 million, the result of $8.9 million of clearing and custodial related fees and $3.1 million in fees earned on FDIC insured bank deposits. Non-interest expense was $43.5 million during the fiscal year ended June 30, 2020. Total non-interest expense included salaries and related costs of $18.5 million, broker-dealer clearing charges of $8.2 million, data processing of $5.5 million, other and general expenses of $3.8 million, professional services of $2.9 million and depreciation and amortization of $2.6 million. Non-interest expense during the fiscal year ended June 30, 2019 was $34.4 million. Total non-interest expense included other and general expense of $16.4 million (of which $15.3 million was bad debt expense related to a correspondent customer of our clearing broker-dealer), salaries and related costs of $8.3 million, professional services of $3.0 million, broker-dealer clearing charges of $2.8 million and data processing and internet expenses of $2.1 million. Selected information concerning Axos Clearing LLC follows as of or for the three months ended: (Dollars in thousands) Compensation as a % of net revenue FDIC insured program balances at the Bank (end of period) Customer margin balances (end of period) Customer funds on deposit, including short credits (end of period) Clearing: Total tickets Correspondents (end of period) Securities lending: Interest-earning assets – stock borrowed (end of period) Interest-bearing liabilities – stock loaned (end of period) June 30, 2020 2019 39.2% 35.0% 450,251 206,702 194,042 $ $ $ 1,228,635 61 341,576 189,193 206,469 595,962 62 222,368 255,945 $ $ 144,706 198,356 $ $ $ $ $ COMPARISON OF THE FISCAL YEARS ENDED JUNE 30, 2019 AND JUNE 30, 2018 Net Interest Income. Net interest income totaled $408.6 million for the fiscal year ended June 30, 2019 compared to $368.5 million for the fiscal year ended June 30, 2018. The following table sets forth the effects of changing rates and volumes on our net interest income. Information is provided with respect to (i) effects on interest income and interest expense attributable to changes in volume (changes in volume multiplied by prior rate); and (ii) effects on interest income and interest expense 61 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. (Dollars in thousands) Increase (decrease) in interest income: Loan and Leases Federal funds sold Interest-earning deposits in other financial institutions Investment securities Securities borrowed and margin lending Stock of the regulatory agencies Total increase (decrease) in interest income Increase (decrease) in interest expense: Interest-bearing demand and savings Time deposits Securities sold under agreements to repurchase Securities loaned Advances from the FHLB Other borrowings Fiscal Year Ended June 30, 2019 vs 2018 Increase (Decrease) Due to Volume Rate Total Increase (Decrease) $ 62,915 $ 15,411 $ 78,326 (3,102) 41 8,746 (1,574) — 4,147 2,567 — 662 $ $ $ $ 67,026 $ 22,787 (10,207) $ 32,090 (229) 748 1,889 2,797 17,585 (2,239) — 8,097 (829) 1,045 2,608 8,746 (912) 89,813 7,378 29,851 (229) 748 9,986 1,968 Total increase/(decrease) in interest expense $ 27,088 $ 22,614 $ 49,702 Interest Income. Interest income for the fiscal year ended June 30, 2019 totaled $564.9 million, an increase of $89.8 million, or 18.9%, compared to $475.1 million in interest income for the fiscal year ended June 30, 2018 primarily due to growth in volume of interest-earning assets from loan originations, primarily from commercial & industrial lending and the addition of securities borrowed and margin lending from our new securities segment. Average interest-earning assets for the fiscal year ended June 30, 2019 increased by $1,060.1 million compared to the fiscal year ended June 30, 2018 primarily due to loan and lease originations for investment which increased $1,011.5 million during the year ended June 30, 2019. Yields on loans and leases increased by 19 basis points to 5.85% for the fiscal year ended June 30, 2019, primarily due to increased yields in the single family, income property, and commercial & industrial loan products. For the fiscal year ended June 30, 2019, the growth in average balances contributed additional interest income of $67.0 million, which was supplemented by a $22.8 million increase in interest income due to the increase in average rate. The average yield earned on our interest-earning assets increased to 5.63% for the fiscal year ended June 30, 2019, up from 5.30% for the same period in 2018 primarily due to the increase in rate from loans and leases. As a result of the Federal Reserve decisions to increase the Fed Funds rate over the last year we have marked up our adjustable loans and have increased the market rates on new loans. Interest Expense. Interest expense totaled $156.3 million for the fiscal year ended June 30, 2019, an increase of $49.7 million, or 46.6% compared to $106.6 million in interest expense during the fiscal year ended June 30, 2018, due primarily to greater volume of time deposits due to acquisition from Nationwide Bank and increased rates on deposits and advances, as a result of the Federal Reserve decisions to increase the Fed Funds rate over the last year. The average rate paid on all of our interest- bearing liabilities increased to 1.97% for the fiscal year ended June 30, 2019 from 1.51% for the fiscal year ended June 30, 2018, due primarily to increased rates on deposits and advances from FHLB. Average interest-bearing liabilities for the fiscal year ended June 30, 2019 increased $899.0 million compared to fiscal 2018. The average rate on interest-bearing deposits increased to 1.57% from 1.15% due to increases in prevailing deposit rates across the industry. The rates on advances from the FHLB also increased to 2.35% from 1.76% due primarily to the Fed rate increases. The average rate on time deposits decreased to 2.40% for the fiscal year ended June 30, 2019 from 2.61% for the fiscal year ended June 30, 2018, due to the lower rates on the time deposits acquired from Nationwide. Average FHLB advances for the fiscal year ended June 30, 2019 increased $101.3 million, or 7.8% compared to fiscal 2018. The average non-interest-bearing demand deposits were $1,227.3 million for the fiscal year ended June 30, 2019, representing an increase of $174.3 million. Provision for Loan and Lease Losses. Provision for loan and lease losses was $27.4 million for the fiscal year ended June 30, 2019 and $25.8 million for fiscal 2018. The increase in the loan and lease loss provision was primarily due to loan portfolio growth and a change in the loan and lease mix, including an increase in Refund Advance originations. The provisions are made to maintain our allowance for loan and lease losses at levels which management believes to be adequate. The assessment of the adequacy of our allowance for loan and lease losses is based upon a number of quantitative and qualitative factors, including levels and trends of past due and nonaccrual loans, loss history and changes in the volume and mix of loans and collateral values. 62 See “Asset Quality and Allowance for Loan and Lease Losses” for discussion of our allowance for loan and lease losses and the related loss provisions. Non-interest Income. The following table sets forth information regarding our non-interest income: (Dollars in thousands) Realized gain on securities: Unrealized loss on securities: Total impairment losses Loss (gain) recognized in other comprehensive income Total unrealized loss on securities Prepayment penalty fee income Gain on sale-other Mortgage banking income Broker-dealer fee income Banking and service fees Total non-interest income For the Fiscal Year Ended June 30, 2019 2018 709 $ (1,666) 845 (821) $ 5,851 6,160 5,267 11,737 53,854 82,757 $ (18) (6,271) 6,115 (156) 3,862 5,734 13,755 — 47,764 70,941 $ $ $ Non-interest income totaled $82.8 million for the fiscal year ended June 30, 2019 compared to non-interest income of $70.9 million for fiscal 2018. The increase was primarily the result of an increase of $11.7 million in broker-dealer fee income from our new securities segment, an increase of $6.1 million in banking and service fees due to trustee and fiduciary services, increased levels of prepayment penalty fee income of $2.0 million, an increase in realized gain on sale of securities of $0.7 million, a $0.4 million increase in gain on sale-other, partially offset by a decrease in mortgage banking income of $8.5 million, and an increase in net unrealized loss on securities of $0.7 million. Banking and service fees includes H&R Block-branded product fees, deposit fees, fee income from prepaid card sponsors, and certain C&I loan fees. The primary non-interest income-generating H&R Block products and services that led to the increased banking and service fees are EPC and RT. For the fiscal year ended June 30, 2019, EPC decreased $0.2 million to $7.8 million from $8.0 million compared to fiscal 2018. For the fiscal year ended June 30, 2019, RT decreased $0.2 million to $12.3 million from $12.5 million compared to fiscal 2018. Non-interest Expense. The following table sets forth information regarding our non-interest expense for the periods shown: (Dollars in thousands) Salaries and related costs Data processing and internet Advertising and promotional Depreciation and amortization Occupancy and equipment Professional services FDIC and regulator fees Broker-dealer clearing charges General and administrative Total non-interest expense For the Fiscal Year Ended June 30, 2019 2018 127,433 $ 24,150 14,710 16,471 8,571 11,916 9,005 2,822 36,128 251,206 $ 100,975 17,400 15,500 8,574 6,063 5,280 4,860 — 15,284 173,936 $ $ Non-interest expense totaled $251.2 million for the fiscal year ended June 30, 2019, an increase of $77.3 million compared to fiscal 2018. Salaries and related costs increased $26.5 million, or 26.2%, in fiscal 2019 due to increased staffing levels to support growth in staffing for lending, information technology infrastructure development, regulatory compliance, trustee and fiduciary services and additions from our Securities Business. Our staff increased to 1007 from 801 or 25.72% between fiscal 2019 and 2018 and increased to 801 from 681 or 17.62% between fiscal 2018 and 2017. Data processing and internet expense increased $6.8 million, primarily due to the additions from our Securities Business and enhancements to customer interfaces and the Bank’s core processing system. Advertising and promotion expense decreased $0.8 million, primarily due to decreased mortgage lead generation and deposit marketing costs partially offset by increased rebranding costs. 63 Depreciation and amortization, increased $7.9 million primarily due to the amortization of intangibles from recent acquisitions, depreciation on lending and deposit platform enhancements and infrastructure development, and additions from our Securities Business. Occupancy and equipment expense increased $2.5 million, in order to support increased deposit and loan production and additions from our Securities Business. Professional services, which include accounting and legal fees, increased $6.6 million in fiscal 2019 compared to 2018. The increase in professional services was primarily due to increased compliance, audit, legal and consulting expenses, and additions from our Securities Business. The change in Federal Deposit Insurance Corporation (“FDIC”) and OCC standard regulatory charges increased by $4.1 million in fiscal 2019 compared to fiscal 2018. As a result of the overall growth of the Bank’s average liabilities. As an FDIC- insured institution, the Bank is required to pay deposit insurance premiums to the FDIC. Broker-dealer clearing charges were $2.8 million for the fiscal year ended June 30, 2019. These expenses are related to the cost associated with introducing broker-dealer customer trades in our Securities Business. General and administrative expenses increased by $20.8 million in fiscal 2019 compared to 2018. The increases were primarily due to a $15.3 million increase in our Securities Business bad debt reserve in order to cover potential losses resulting from unauthorized securities trades at a correspondent customer, costs to support loan and deposit production and increased insurance costs. Income Tax Expense. Income tax expense was $57.7 million for the fiscal year ended June 30, 2019 compared to $87.3 million for fiscal 2018. Our effective tax rates were 27.10% and 36.42% for the fiscal years ended June 30, 2019 and 2018, respectively. As a result of legislation commonly referred to as the Tax Cuts and Jobs Act (the “Tax Act”) that was enacted on December 22, 2017, during the quarter ended December 31, 2017, the Company revised its estimated annual effective rate to reflect a change in the federal statutory rate from 35.0% to 21.0%. The Tax Act makes broad and complex changes to the U.S. tax code that affect the Company’s fiscal year ended June 30, 2018, including reducing the U.S. federal corporate statutory tax rate to 21.0% beginning January 1, 2018, which results in a blended federal corporate statutory tax rate of 28.1% for the Company’s fiscal year ended June 30, 2018 that is based on the applicable tax rates before and after the Tax Act and the number of days in the fiscal year. During the quarter ended December 31, 2017, the Company revalued the deferred tax balance to reflect the new corporate tax rate, which resulted in a decrease in net deferred tax assets of $9.2 million. As a result, income tax expense reported for the fiscal year ended June 30, 2018 was adjusted to reflect the effects of the change in the tax law and the application of the newly enacted rates to existing deferred balances. Additionally, the Company received tax credits for the year ended June 30, 2019, which reduced the effective tax rate by approximately 1.55% compared to June 30, 2018. SEGMENT RESULTS The Company determines reportable segments based on the services offered, the significance of the services offered, the significance of those services to the Company’s financial condition and operating results and management’s regular review of the operating results of those services. The Company operates through two operating segments: Banking Business and Securities Business. In order to reconcile the two segments to the consolidated totals, the Company includes parent-only activities and intercompany eliminations. The following tables present the operating results of the segments: (Dollars in thousands) Net interest income Provision for loan losses Non-interest income Non-interest expense Income before taxes Fiscal Year Ended June 30, 2019 Banking Business Securities Business Corporate/ Eliminations Axos Consolidated $ $ 404,500 27,350 70,917 192,588 $ 255,479 $ $ 7,564 — 12,071 34,430 (14,795) $ (3,459) $ — (231) 24,188 (27,878) $ 408,605 27,350 82,757 251,206 212,806 64 (Dollars in thousands) Net interest income Provision for loan losses Non-interest income Non-interest expense Income before taxes Banking Business Fiscal Year Ended June 30, 2018 Banking Business Securities Business Corporate/ Eliminations Axos Consolidated $ 371,661 $ — $ 25,800 70,788 152,877 263,772 $ $ — — — — $ (3,167) $ — 153 21,059 (24,073) $ 368,494 25,800 70,941 173,936 239,699 For the fiscal year ended June 30, 2019, we had pre-tax income of $255.5 million compared to pre-tax income of $263.8 million for the fiscal year ended June 30, 2018. For the fiscal year ended June 30, 2019, the decrease in pre-tax income was primarily related to increased operating costs. We consider the ratios shown in the table below to be key indicators of the performance of our Banking Business segment: Efficiency ratio Return on average assets Interest rate spread Net interest margin Fiscal Year Ended June 30, 2019 June 30, 2018 40.51% 1.83% 3.72% 4.14% 34.55% 1.82% 3.83% 4.14% Our Banking segment’s net interest margin exceeds our consolidated net interest margin. Our consolidated net interest margin includes certain items that are not reflected in the calculation of our net interest margin within our Banking Business and reduce our consolidated net interest margin, such as the borrowing costs at our Holding Company and the yields and costs associated with certain items within interest-earning assets and interest-bearing liabilities in our Securities Business, including items related to securities financing operations that particularly decrease net interest margin. 65 The following table presents our Banking segment’s information regarding (i) average balances; (ii) the total amount of interest income from interest-earning assets and the weighted average yields on such assets; (iii) the total amount of interest expense on interest-bearing liabilities and the weighted average rates paid on such liabilities; (iv) net interest income; (v) interest rate spread; and (vi) net interest margin for the twelve months ended June 30, 2019 and 2018: For the Fiscal Years Ended June 30, 2019 Interest Income/ Expense Average Balance1 Average Yields Earned/Rates Paid Average Balance1 2018 Interest Income/ Expense Average Yields Earned/Rates Paid (Dollars in thousands) Assets: Loans and Leases2,3 Interest-earning deposits in other financial institutions Investment securities3 Stock of the regulatory agencies, at cost Total interest-earning assets Non-interest-earning assets Total Assets Liabilities and Stockholder's Equity: Interest-bearing demand and savings Time deposits Securities sold under agreements to repurchase Advances from the FHLB Borrowings, subordinated notes and debentures $ $ $ $ 8,974,624 $ 525,307 5.85% $ 7,893,047 $ 446,989 540,047 208,234 40,000 12,285 13,929 3,378 2.27% 6.69% 8.45% 807,348 209,412 61,222 12,450 11,332 4,292 9,762,905 $ 554,899 5.68% $ 8,971,029 $ 475,063 189,802 9,952,707 3,964,429 $ 2,322,039 — 1,397,460 61,845 55,689 — 32,834 1,112 31 93,109 $ 9,064,138 1.56% $ 4,764,859 $ 2.40% 990,635 5,575 1,296,120 —% 2.35% 2.70% 54,481 25,838 229 22,848 97 4 Total interest-bearing liabilities $ 7,685,040 $ 150,399 1.96% $ 7,057,286 $ 103,400 Non-interest-bearing demand deposits Other non-interest-bearing liabilities Stockholder's equity Total Liabilities and Stockholders' Equity 1,236,508 58,004 973,155 9,952,707 $ $ 1,056,413 65,289 885,150 9,064,138 $ $ 5.66% 1.54% 5.41% 7.01% 5.30% 1.14% 2.61% 4.11% 1.76% 4.12% 1.47% $ 404,500 Net interest income Interest rate spread4 Net interest margin5 1 Average balances are obtained from daily data. 2 Loans and leases include loans held for sale, loan premiums and unearned fees. 3 Interest income includes reductions for amortization of loan and investment securities premiums and earnings from accretion of discounts and loan fees. Loans and leases include average balances of $28.7 million and $29.3 million of Community Reinvestment Act loans which are taxed at a reduced rate for the 2019 and 2018 twelve-month periods, respectively. 371,663 3.72% 4.14% 4.14% 3.83% $ 4 Interest rate spread represents the difference between the weighted average yield on interest-earning assets and the weighted average rate paid on interest- bearing liabilities. 5 Net interest margin represents annualized net interest income as a percentage of average interest-earning assets. 66 Net Interest Income. Net interest income totaled $404.5 million for the fiscal year ended June 30, 2019 compared to $371.7 million for the fiscal year ended June 30, 2018. The following table sets forth the effects of changing rates and volumes on our net interest income. Information is provided with respect to (i) effects on interest income and interest expense attributable to changes in volume (changes in volume multiplied by prior rate); and (ii) effects on interest income and interest expense attributable to changes in rate (changes in rate multiplied by prior volume). The change in interest due to both volume and rate has been allocated proportionally to both, based on their relative absolute values. (Dollars in thousands) Increase (decrease) in interest income: Loans and leases Interest-earning deposits in other financial institutions Investment securities Stock of the regulatory agencies Total increase (decrease) in interest income Increase (decrease) in interest expense: Interest-bearing demand and savings Time deposits Securities sold under agreements to repurchase Advances from the FHLB Other borrowings Total increase (decrease) in interest expense Fiscal Year Ended June 30, 2019 vs 2018 Increase (Decrease) Due to Volume Rate Total Increase (Decrease) $ $ $ 62,907 $ 15,411 $ 78,318 (4,915) (64) (1,681) 4,750 2,661 767 56,247 $ 23,589 (10,228) $ 32,090 (229) 1,889 27 17,592 (2,239) — 8,098 (1) $ $ (165) 2,597 (914) 79,836 7,364 29,851 (229) 9,987 26 $ 23,549 $ 23,450 $ 46,999 The Banking segment’s net interest income for the fiscal year ended June 30, 2019 totaled $404.5 million, an increase of 8.8%, compared to net interest income of $371.7 million for the fiscal year ended June 30, 2018. The growth of net interest income is primarily due to increased average earnings assets from net loan and lease portfolio growth and increased average yields earned on interest-earning assets, partially offset by volume increases in time deposits and increased rates on interest bearing demand and savings deposits and FHLB advances. The Banking segment’s non-interest income increased $0.1 million from $70.8 million to $70.9 million for the fiscal year ended June 30, 2019 compared to the fiscal year ended June 30, 2018. The increase in non-interest income for the fiscal year ended June 30, 2019, was primarily the result of an increase of $4.6 million in banking and service fees primarily due to fee income from our trustee and fiduciary services, an increase of $2.0 million in prepayment penalty fee income, an increase in realized gain on sale of securities of $0.9 million, a $0.4 million increase in gain on sale-other, partially offset by a decrease in mortgage banking income of $7.2 million, and an increase in net unrealized loss on securities of $0.7 million. Banking and service fees includes H&R Block-branded product fees, deposit fees, fee income from prepaid card sponsors, and certain C&I loan fees. EPC and RT, our primary non-interest income-generating H&R Block products and services, are categorized in banking and service fees. For the fiscal year ended June 30, 2019, EPC decreased $0.2 million to $7.8 million from $8.0 million for fiscal 2018. For the fiscal year ended June 30, 2019, RT decreased $0.2 million to $12.3 million from $12.5 million for fiscal 2018. Non-interest expense totaled $192.6 million for the fiscal year ended June 30, 2019, an increase of $39.7 million compared to fiscal 2018. Salaries and related costs increased $14.8 million, or 18.2%, in fiscal 2019 due to increased staffing levels to support growth in staffing for lending, information technology infrastructure development, regulatory compliance, and the trustee and fiduciary services, a $6.9 million increase in depreciation and amortization for amortization of fiduciary services intangibles and systems enhancements, a $4.6 million increase in data processing and internet expense for loan and deposit systems enhancements, a $4.0 million increase in FDIC and OCC standard regulatory charges due to growth of the Bank’s average liabilities and an increase in short-term brokered deposits as we positioned the Bank for the acquisition of the Nationwide Bank deposits, a $3.8 million increase in other and general expense, a $3.4 million increase in professional services, and a $2.1 million increase in occupancy expense. 67 Securities Business For the fiscal year ended June 30, 2019, our Securities Business segment had a loss before taxes of $14.8 million. The Securities Business segment was created as a result of acquisitions during the three months ended March 31, 2019, meaning there is no comparative 2018 period. For the fiscal year ended June 30, 2019, the loss was primarily due to a $15.3 million bad debt expense related to a correspondent customer of our clearing broker-dealer. The following table provides our Securities Business operating results: (Dollars in thousands) Net interest income Non-interest income Non-interest expense Income (Loss) before income taxes Year Ended June 30, 2019 7,564 12,071 34,430 (14,795) $ $ Net interest income during the fiscal year ended June 30, 2019 was $7.6 million. In the Securities Business, interest is earned on margin loan balances, securities borrowed, and cash deposit balances. Interest expense is incurred from cash borrowed through bank lines and securities lending. Non-interest income during the fiscal year ended June 30, 2019 was $12.1 million, the result of $8.9 million of clearing and custodial related fees and $3.1 million in fees earned on FDIC insured bank deposits. Non-interest expense during the fiscal year ended June 30, 2019 was $34.4 million. Total non-interest expense included other and general expense of $16.4 million (of which $15.3 million was bad debt expense related to a correspondent customer of our clearing broker-dealer), salaries and related costs of $8.3 million, professional services of $3.0 million, broker-dealer clearing charges of $2.8 million and data processing and internet expenses of $2.1 million. Selected information concerning Axos Clearing LLC follows: (Dollars in thousands) Compensation as a % of net revenue FDIC insured program balances at the Bank (end of period) Customer margin balances (end of period) Customer funds on deposit, including short credits (end of period) Clearing: Total tickets Correspondents (end of period) Securities lending: Interest-earning assets – stock borrowed (end of period) Interest-bearing liabilities – stock loaned (end of period) $ $ $ $ $ As of or for the Three Months ended June 30, 2019 35.0% 341,576 189,193 206,469 595,962 62 144,706 198,356 COMPARISON OF FINANCIAL CONDITION AT JUNE 30, 2020 AND JUNE 30, 2019 Our total assets increased $2.6 billion, or 23.5%, to $13.9 billion, as of June 30, 2020, up from $11.2 billion at June 30, 2019. The loan and lease portfolio increased $1.2 billion on a net basis, primarily from portfolio loan and lease originations of $6.8 billion, less principal repayments and other adjustments of $5.5 billion. Total cash increased by $1.1 billion primarily from growth of deposits. Total liabilities increased by $2.5 billion or 24.4%, to $12.6 billion at June 30, 2020, up from $10.1 billion at June 30, 2019. The increase in total liabilities resulted primarily from growth in deposits of $2.4 billion, primarily in demand and savings accounts. Stockholders’ equity increased by $157.8 million, or 14.7%, to $1.2 billion at June 30, 2020, up from $1.1 billion at June 30, 2019. The increase was the result of $183.4 million in net income for the fiscal year, $14.5 million vesting and issuance of RSUs and stock-based compensation expense, partially offset by $38.9 million in stock repurchases, $1.0 million unrealized 68 gain in other comprehensive income, net of tax, and $0.3 million in dividends declared on preferred stock. As of June 30, 2020, the Company has repurchased a total of $38.9 million, or 1,970,464.0 common shares at an average price of $19.72 per share with $69.5 million remaining under the board authorized stock repurchase program. ASSET QUALITY AND ALLOWANCE FOR LOAN AND LEASE LOSSES Non-performing loans and leases and foreclosed assets or “non-performing assets” consisted of the following: (Dollars in thousands) Non-performing assets: Non-accrual loans and leases: Single family real estate secured: Mortgage Multifamily real estate secured Commercial real estate secured Total non-accrual loans secured by real estate Auto and recreational vehicle secured Commercial & Industrial Other Total non-performing loans and leases Foreclosed real estate Repossessed vehicles Total non-performing assets 2020 2019 2018 2017 2016 At June 30, $ 84,030 $ 46,005 $ 28,462 $ 23,393 $ 28,433 530 2,895 87,455 202 213 71 87,941 6,114 294 2,108 — 48,113 115 — 216 48,444 7,449 36 232 — 28,694 60 2,361 111 31,226 9,385 206 4,255 — 27,648 157 314 274 28,393 1,353 60 2,218 254 30,905 278 — 676 31,859 207 45 $ 94,349 $ 55,929 $ 40,817 $ 29,806 $ 32,111 Total non-performing loans and leases as a percentage of total loans and leases Total non-performing assets as a percentage of total assets 0.82% 0.68% 0.51% 0.50% 0.37% 0.43% 0.38% 0.35% 0.50% 0.42% Our non-performing assets increased to $94.3 million at June 30, 2020 from $55.9 million at June 30, 2019. The increase in non-performing assets during the fiscal year ended June 30, 2020 was substantially comprised of an increase in non-performing loans and leases of $39.5 million. Non-performing assets as a percentage of total assets increased to 0.68% at June 30, 2020 from 0.50% at June 30, 2019. The increase in non-performing assets during the fiscal year ended June 30, 2019 compared to June 30, 2018 was comprised of an increase in non-performing loans and leases of $17.2 million. The increase in non-performing loans and leases is primarily the result of increased single family residential real estate secured loans as a result of the economic deterioration during the year ended June 30, 2020. Approximately 95.55% of the Bank’s nonaccrual loans and leases are single family first mortgages, that have a loan-to-value ratio of 55.57%. We have experienced growth in our non-performing single family mortgage loans over the last five years; however, we believe that the write-downs taken as of June 30, 2020 on these non-performing loans and the low average LTVs on the balance of our single family mortgage real estate loans in our portfolio make our future risk of loss better than other banks with significant exposure to real estate loans. If average nationwide residential housing values decline or if nationwide unemployment increases, we are likely to experience growth in the level of our non-performing loans and leases, foreclosed real estate and repossessed vehicles in future periods. For discussion of the COVID-19 impact on our assets and our actions taken, see the beginning of “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Allowance for Loan and Lease Losses. We maintain an allowance for loan and lease losses in an amount that we believe is adequate to provide adequate protection against probable incurred losses in our loan and lease portfolio. We evaluate quarterly the adequacy of the allowance based upon reviews of individual loans and leases, recent loss experience, current economic conditions, risk characteristics of the various categories of loans and leases and other pertinent factors. The evaluation is inherently subjective, as it requires estimates that are susceptible to significant revision as more information becomes available. The allowance is increased by the provision for loan and lease losses, which is charged against current period operating results. The allowance is decreased by the amount of charge-offs of loans and leases deemed uncollectible and increased by recoveries of loans and leases previously charged off. The allowance for loan and lease losses includes general reserves and may include specific reserves. Specific reserves may be provided for impaired loans considered TDRs. All other impaired loans and leases are written down through charge-offs to their realizable value. A loan or lease is measured for impairment generally two different ways. If the loan or lease is primarily dependent upon the borrower to make payments, then impairment is calculated by comparing the present value of the expected future payments 69 discounted at the effective interest rate to the carrying value of the loan or lease. If the loan or lease is collateral dependent, the net proceeds from the sale of the collateral is compared to the carrying value of the loan or lease. If the calculated amount is less than the carrying value of the loan or lease, the loan or lease has impairment. A general reserve is included in the allowance for loan and lease losses and is determined by adding the results of a quantitative and a qualitative analysis to all other loans and leases not measured for impairment at the reporting date. The quantitative analysis determines the Bank’s actual annual historic charge-off rates and applies the average historic rates to the outstanding loan and lease balances in each pool, the product of which is the general reserve amount. The qualitative analysis considers one or more of the following factors: changes in lending policies and procedures, changes in economic conditions, changes in the content of the portfolio, changes in lending management, changes in the volume of delinquency rates, changes to the scope of the loan and lease review system, changes in the underlying collateral of the loans and leases, changes in credit concentrations and any changes in the requirements to the credit loss calculations. A loss rate is estimated and applied to those loans and leases affected by the qualitative factors. The assessment of the adequacy of the Company’s allowance for loan and lease losses is based upon a range of quantitative and qualitative factors, including levels and trends of past due and nonaccrual loans and leases, change in volume and mix of loans and leases, collateral values and charge-off history. The Company provides general loan loss reserves for its auto and RV loans based upon the borrower credit score at the time of origination and the Company’s loss experience to date. The Company obtains updated credit scores for its auto and RV borrowers approximately every six months. The updated credit score will result in a higher or lower general loan loss allowance depending on the change in borrowers’ FICO scores and the resulting shift in loan balances among the five FICO bands from which the Company measures and calculates its reserves. For the general loss reserve, the Company does not use individually updated credit scores or valuations for the real estate collateralizing its real estate loans. The allowance for loan and lease losses for the auto and RV loan portfolio at June 30, 2020 was determined by classifying each outstanding loan according to the original FICO score and providing loss rates. The Company had $291.3 million of auto and RV loan balances subject to general reserves as follows: FICO greater than or equal to 770: $126.2 million; 715 – 769: $109.0 million; 700 – 714: $30.5 million; 660 – 699: $23.3 million and less than 660: $2.3 million. The Company provides general loan loss reserves for mortgage loans based upon the size and class of the mortgage loan and the loan-to-value ratio (“LTV”) at date of origination. The allowance for each class is determined by stratifying the outstanding unpaid balance for each loan by the LTV and applying a loss rate. At June 30, 2020, the LTV groupings for each significant mortgage class were as follows: The Company had $4,160.5 million of single family mortgage portfolio loan balances subject to general reserves as follows: LTV less than or equal to 60%: $2,583.1 million; 61% – 70%: $1,345.3 million; 71% – 80%: $230.8 million; and greater than 80%: $1.3 million. For the Company’s single family – warehouse lines, the allowance methodology takes into consideration the structure of these loans, as they remain in the portfolio for a short period (usually less than a month) and have higher credit protection allocated compared to traditional single family originations. A matrix was created to reflect most current operating levels of capital and line usage, which calculates a loss rating to assign to each originator. The Company had $2,302.7 million of multifamily mortgage portfolio loan balances subject to general reserves as follows: LTV less than or equal to 55%: $1,265.7 million; 56% – 65%: $640.8 million; 66% – 75%: $387.3 million; 76% – 80%: $6.0 million and greater than 80%: $2.9 million. Our multifamily loans comprise 21.5% of the gross loan portfolio. The Company has originated multifamily loans since 2002 and has a lifetime loss to average loans ratio of 0.005% in the multifamily portfolio. The Company believes that its historical underwriting experience originating multifamily loans allows the Company to use its historical loss rate as a reasonable indicator of risk. The historic loss or quantitative component of the Company’s general loan loss allowance is supplemented with a qualitative factor including a volume-based adjustment. At June 30, 2020 and June 30, 2019, all of the qualitative components of the general loan loss allowance for multifamily loans accounted for 100% and 100% of the total multifamily allowance, respectively. The Bank originates and purchases mortgage loans with terms that may include repayments that are less than the repayments for fully amortizing loans, including interest only loans, option adjustable-rate mortgages, and other loan types that permit payments that may be smaller than interest accruals. The Bank’s lending guidelines for interest only loans are adjusted for the increased credit risk associated with these loans by requiring borrowers with such loans to borrow at LTVs that are lower than standard amortizing ARM loans and by calculating debt to income ratios for qualifying borrowers based upon a fully amortizing payment, not the interest only payment. The Company’s Credit Committee monitors and performs reviews of interest only loans. Adverse trends reflected in the Company’s delinquency statistics, grading and classification of interest only loans would be reported to management and the Board 70 of Directors. As of June 30, 2020, the Company had $1.4 billion of interest only loans and $1.1 million of option ARM mortgage loans. Through June 30, 2020, the net amount of deferred interest on these loan types was not material to the financial position or operating results of the Company. The Company’s commercial secured portfolio consists of business loans well-collateralized by real estate. The Company had $368.3 million of commercial real estate loan balances subject to general reserves as follows: LTV less than or equal to 50%: $189.1 million; 51% – 60%: $63.6 million; 61% – 70%: $101.7 million; 71% – 80%: $13.9 million and greater than 80%: none. We believe the weighted average LTV percentage at June 30, 2020 of 55.70% for our entire real estate loan portfolio is lower and more conservative than most banks which has resulted, and is expected to continue to result in the future, in lower average mortgage loan charge-offs when compared to the real estate loan portfolios of other comparable banks. For the Company’s C&I loans, equipment finance leases and bridge loans, the allowance methodology incorporates a loan level grading system, which generally aligns with the credit rating. Industry loss rates are applied to determine the loss allowance for each of these loans based upon their internal grading. The credit rating incorporates multiple borrower attributes including, but not limited to, underlying collateral and pledged assets, income generated by the property or assets, borrower’s liquidity and access to liquid funds, strength of the borrower’s industry, stability of the borrower’s market, the size of the company, collateral diversity, facility exit strategies and borrower guarantees. Equipment direct finance leases are derecognized from the balance sheet and the net investment in the lease is recorded. This net investment is the sum of the present value of future lease payments and any unguaranteed residual value. Interest income is recorded using the effective interest rate of the lease. The Company’s other portfolio consists of structured settlements and lottery receivables, factoring receivables, unsecured consumer lending, and seasonal tax-related products. The Company allocates its allowance for loan and lease losses for the structured settlements and lottery receivables, based on the credit quality of the insurance company or state. The Company obtains credit ratings for these entities through agencies such as A.M. Best and allocates an allowance allocation based on these ratings. For the Company’s factoring loans, the allowance methodology takes into consideration qualitative factors which consider the value of the collateral and the financial position of the issuer of the receivables. For the Company’s unsecured consumer lending portfolio, the allowance methodology takes into consideration the credit and financial position of the borrower at the time of origination. The Company obtains grades for each borrower based on financial and credit criteria and allocates an allowance allocation based on these grades. Seasonal fluctuations in the Other loan classification and its associated allowance for loan and lease losses primarily relate to tax season H&R Block-related loan products (Refund Advance and Emerald Advance). These products are generally short term in nature, in that they are intended to be repaid within a few weeks or months of origination; if they are not repaid timely, they are generally charged off in their entirety at 120 days delinquent, consistent with regulatory guidance for unsecured consumer loan products. Due to the extension of the tax filing deadline and IRS processing delays as a result of the COVID-19 pandemic, we have only charged off $16.4 million during the fiscal year ended June 30, 2020, which represents a portion of the loans consistent with our historic net loss experience. We maintain a balance for these loans that is still in the process of collection due to the IRS processing delays and have allocated general loan loss reserves of $4.3 million to this balance based on our prior years’ gross loss experience with consideration for current year loan performance. While these loans do incur higher proportional default and charge-off rates than the remainder of the Company’s loan and lease portfolio, these asset quality attributes are within expectations of the design of the products. 71 The following table sets forth the changes in our allowance for loan and lease losses, by portfolio class for the dates indicated: Single Family Real Estate Secured: (Dollars in thousands) Mortgage Warehouse Financing Multi-family Real Estate Secured Commercial Real Estate Secured Auto and RV Secured Commercial & Industrial Other Total Total Allowance as a % of Total Loans Balance at June 30, 2015 Provision for loan losses Charge-offs Transfers to held for sale Recoveries Balance at June 30, 2016 Provision for loan and lease losses Charge-offs Transfers to held for sale Recoveries Balance at June 30, 2017 Provision for loan and lease losses Charge-offs Transfers to held for sale Recoveries Balance at June 30, 2018 Provision for loan and lease losses Charge-offs Transfers to held for sale Recoveries Balance at June 30, 2019 Provision for loan and lease losses Charge-offs Recoveries Balance at June 30, 2020 $ 13,786 $ 386 $ 1,493 $ 4,363 $ 1,103 $ 953 $ 5,882 $ 361 $28,327 0.57% 4,906 (208) — 205 18,689 2,302 (1,138) — 138 309 — — — 695 497 — — — (311) (114) — — (1,056) (147) — 982 854 (339) — 147 1,748 2,753 9,700 — — (808) — (2,727) (2,727) — — 1,334 1,990 3,938 882 1,615 7,630 387 35,826 0.56% (105) (282) — — — — — — 323 — — 377 110 (23) — 39 990 (433) — 207 2,273 5,450 11,061 — (3,502) (5,096) — (1,828) (1,828) — 108 869 19,991 590 1,708 4,638 1,008 2,379 9,903 615 40,832 0.55% 614 (272) — 49 20,382 1,305 (799) — 407 21,295 2,682 (202) 266 (67) — — — 523 473 — — — 996 864 — — 136 (287) — — 372 (159) 1,390 6,379 17,135 25,800 — — — — — — (803) — 212 — (14,617) (15,979) — (2,307) (2,307) — 544 805 1,557 5,010 849 3,178 16,282 1,370 49,151 0.58% 3,774 (1,022) 195 2,605 2,382 17,638 27,350 — — — — — 109 — — — (1,156) (1,149) (16,559) (19,663) — 191 — (2,356) (2,356) — 1,896 2,603 5,331 4,097 1,044 4,818 17,515 1,989 57,085 0.60% (237) — — 2,102 — 119 412 — — 2,309 (1,775) 386 9,480 24,588 42,200 (4,132) (19,724) (25,833) — 1,584 2,355 $ 24,041 $ 1,860 $ 5,094 $ 6,318 $ 1,456 $ 5,738 $ 22,863 $ 8,437 $75,807 0.71% At June 30, 2020, the entire allowance for loan and lease losses for each portfolio class was calculated as a contingent impairment (ASC 450, Contingencies for Gain and Loss). When specific loan and lease impairment analysis is performed and the impairment is either charged-off to the loan and lease loss allowance or, if such loan is a TDR, the impairment is recorded as a specific loan and lease loss allowance. 72 The following table sets forth our allowance for loan and lease losses by portfolio class: 2020 2019 At June 30, 2018 2017 2016 Loan Category as a % of Total Loans Amount of Allowance Loan Category as a % of Total Loans Loan Category as a % of Total Loans Amount of Allowance Loan Category as a % of Total Loans Amount of Allowance Amount of Allowance Amount of Allowance Loan Category as a % of Total Loans $ 24,041 39.7% $ 21,295 45.3% $ 20,382 49.0% $ 19,991 52.2% $ 18,689 1,860 5,094 6.4% 4.4% 2,903 3,424 5.5% 3.2% 523 1,557 3.1% 2.1% 590 1,708 3.8% 2.5% 695 1,990 57.2% 6.0% 2.7% 6,318 21.5% 4,097 20.6% 5,010 21.1% 4,638 21.7% 3,938 21.4% 1,456 5,738 22,863 8,437 3.5% 2.7% 19.5% 2.3% 1,044 4,818 17,515 1,989 3.4% 3.1% 17.6% 1.3% 849 3,178 16,282 1,370 2.6% 2.5% 17.4% 2.2% 1,008 2,379 9,903 615 2.2% 2.1% 13.3% 2.2% 882 1,615 7,630 387 1.9% 1.2% 8.0% 1.6% $ 75,807 100.0% $ 57,085 100.0% $ 49,151 100.0% $ 40,832 100.0% $ 35,826 100.0% (Dollars in thousands) Single family real estate secured: Mortgage Warehouse Financing Multifamily real estate secured Commercial real estate secured Auto & RV secured Commercial & Industrial Other Total The Company’s allowance for loan and lease losses increased $18.7 million or 32.8% from June 30, 2019 to June 30, 2020. As a percentage of the outstanding loan balance the Company’s loan and lease loss allowance was 0.71% at June 30, 2020 and 0.60% at June 30, 2019. Provisions for loan loss were $42.2 million for fiscal 2020 and $27.4 million for fiscal 2019. The Company’s loan and lease loss provisions for fiscal 2020 compared to 2019 increased by $14.9 million primarily due to changes in economic and business conditions resulting from the COVID-19 pandemic, overall loan portfolio growth, and changes in the loan mix. Charge-offs, net of recoveries, for single family mortgage real estate secured loans decreased $0.5 million for fiscal 2020. Multifamily and commercial real estate secured loans incurred no charge-offs or recoveries in fiscal 2020 and 2019, respectively. Charge-offs, net of recoveries, for the auto & RV portfolio increased $0.4 million for fiscal 2020. Charge-offs, net of recoveries, for the Other portfolio increased $3.5 million for fiscal 2020, primarily due to $2.8 million increase in Emerald Advance charge-offs and a $0.4 million increase in net charge-offs for unsecured consumer loans. In fiscal 2019, the remaining balance of Emerald Advance loans were sold prior to year end, and the loss attributable was classified in transfer to held for sale in the allowance for loan and lease losses changes table. For fiscal 2019 charge-offs, net of recoveries, increased $0.2 million, decreased $0.1 million and remained unchanged for single family mortgage, multifamily and commercial real estate secured loans, respectively. Charge-offs, net of recoveries, for the Other portfolio increased $0.6 million for fiscal 2019, primarily due to the increase in Refund Advance loans. Between June 30, 2019 and 2020, the Bank’s total allowance for loan and lease losses as a proportion of the loan and lease portfolio increased 11 basis points primarily due to additional provisions for changes in economic and business conditions resulting from the COVID-19 pandemic, overall loan portfolio growth, and changes in the loan mix. LIQUIDITY AND CAPITAL RESOURCES Liquidity. For Axos Bank, our sources of liquidity include deposits, borrowings, payments and maturities of outstanding loans, sales of loans, maturities or gains on sales of investment securities and other short-term investments. While scheduled loan payments and maturing investment securities and short-term investments are relatively predictable sources of funds, deposit flows and loan prepayments are greatly influenced by general interest rates, economic conditions and competition. We generally invest excess funds in overnight deposits and other short-term interest-earning assets. We use cash generated through retail deposits, our largest funding source, to offset the cash utilized in lending and investing activities. Our short-term interest-earning investment securities are also used to provide liquidity for lending and other operational requirements. As an additional source of funds, we have two credit agreements. Axos Bank can borrow up to 40% of its total assets from the FHLB. Borrowings are collateralized by pledging certain mortgage loans and investment securities to the FHLB. Based on loans and securities pledged at June 30, 2020, we had a total borrowing availability of another $2.7 billion available immediately and an additional $1.9 billion available with additional collateral, for advances from the FHLB for terms up to ten years. The Bank can also borrow from the discount window at the FRBSF. FRBSF borrowings are collateralized by commercial loans, consumer loans and mortgage-backed securities pledged to the FRBSF. Based on loans and securities pledged at June 30, 2020, we had a total borrowing capacity of approximately $1.8 billion, all of which was available for use. At June 30, 2020, we 73 also had $35.0 million in unsecured federal funds lines of credit with two major banks under which there were no borrowings outstanding. In the past, we have used long-term borrowings to fund our loans and to minimize our interest rate risk. Our future borrowings will depend on the growth of our lending operations and our exposure to interest rate risk. We expect to continue to use deposits and advances from the FHLB as the primary sources of funding our future asset growth. The Bank has a total of $152.0 million advances outstanding from the Federal Reserve Bank through the Paycheck Protection Program Liquidity Facility, which was collateralized by Small Business Administration Paycheck Protection Program Loans. The advances had interest rates of 0.35% and mature at the earlier of PPP borrower forgiveness or June 2022. Axos Clearing has a total of $230.0 million uncommitted secured lines of credit available for borrowing as needed. As of June 30, 2020, there was $21.5 million outstanding. These credit facilities bear interest at rates based on the Federal Funds rate and are due upon demand. The weighted average interest rate on the borrowings at June 30, 2020 was 1.58%. Axos Clearing has a $50.0 million committed unsecured line of credit available for limited purpose borrowing. As of June 30, 2020, there was none outstanding. This credit facility bears interest at rates based on the Federal Funds rate and are due upon demand. The unsecured line of credit requires Axos Clearing operate in accordance with specific covenants surrounding capital and debt ratios. Axos Clearing was in compliance of all covenants as of June 30, 2020. In December 2004, we completed a transaction that resulted in $5.2 million of junior subordinated debentures for our company with a stated maturity date of February 23, 2035. We have the right to redeem the debentures in whole (but not in part) on or after specific dates, at a redemption price specified in the indenture plus any accrued but unpaid interest through the redemption date. Interest accrues at the rate of three-month LIBOR plus 2.4%, for a rate of 2.76% as of June 30, 2020, with interest paid quarterly. In March 2016, we completed the sale of $51.0 million aggregate principal amount of our 6.25% Subordinated Notes due February 28, 2026 (the “Notes”). We received $51.0 million in gross proceeds as a part of this transaction, before the 3.15% underwriting discount and other offering expenses. The Notes mature on February 28, 2026 and accrue interest at a rate of 6.25% per annum, with interest payable quarterly. The Notes may be redeemed on or after March 31, 2021, which date may be extended at our discretion, at a redemption price equal to principal plus accrued and unpaid interest, subject to certain conditions described in the Indenture. In March 2018, we filed a post-effective amendment to deregister all securities unsold under the February 2015 shelf registration and subsequently, we filed a new shelf registration with the SEC which allows us to issue up to $350.0 million through the sale of debt securities, common stock, preferred stock and warrants. In January 2019, we issued subordinated notes totaling $7.5 million, to the principal stockholders of COR Securities in an equal principal amount, with a maturity of 15 months, to serve as the source of payment of indemnification obligations of the principal stakeholders of COR Securities under the Merger Agreement. Interest accrues at a rate of 6.25% per annum. During the fiscal year ended June 30, 2019, $0.1 million of subordinated loans were repaid. The Company is in the process of making an indemnification claim against the $7.4 million remaining. Off-Balance Sheet Commitments. At June 30, 2020, we had commitments to originate loans with an aggregate outstanding principal balance of $973.7 million, commitments to sell loans with an aggregate outstanding principal balance at the time of sale of $240.9 million, and no commitments to purchase loans, investment securities or any other unused lines of credit. See Item 3. Legal Proceedings for further information on pending litigation in which we are involved. Contractual Obligations. The Company enters into contractual obligations in the normal course of business primarily as a source of funds for its asset growth and to meet required capital needs. Our time deposits due within one year of June 30, 2020 totaled $1.1 billion. If these maturing deposits do not remain with us, we may be required to seek other sources of funds, including other time deposits and borrowings. Depending on market conditions, we may be required to pay higher rates on deposits and borrowings than we currently pay on time deposits maturing within one year. We believe, however, based on past experience, that a significant portion of our time deposits will remain with us. We believe we have the ability to attract and retain deposits by adjusting interest rates offered. 74 The following table presents our contractual obligations for long-term debt, time deposits, and operating leases by payment date: At June 30, 2020 Payments Due by Period (Dollars in thousands) Long-term debt obligations1, 2 Other obligations3 Time deposits2 Operating lease obligations4 Total Total Less than One Year One to Three Years Three to Five Years More than Five Years $ $ 520,332 $ 112,099 $ 242,582 $ 40,836 $ 19,333 2,331,943 88,404 5,557 1,112,263 8,878 12,198 749,067 19,363 454 287,061 18,209 2,960,012 $ 1,238,797 $ 1,023,210 $ 346,560 $ 124,815 1,124 183,552 41,954 351,445 1 Long-term debt includes advances from the FHLB and Subordinated notes and debentures. 2 Amounts include principal and interest due to recipient. 3 Commitments for low income housing project partnerships, which provide income tax credits, and in small business investment companies that call for capital contributions up to an amount specified in the partnership agreements, excludes interest. 4 Payments are for the lease of real property. Capital Requirements. Our Company and Bank are subject to regulatory capital adequacy requirements promulgated by federal bank regulatory agencies. Failure by our Company or Bank to meet minimum capital requirements could result in certain mandatory and discretionary actions by regulators that could have a material adverse effect on our consolidated financial statements. The Federal Reserve establishes capital requirements for our Company and the OCC has similar requirements for our Bank. The following tables present regulatory capital information for our Company and Bank. Information presented for June 30, 2020, reflects the Basel III capital requirements that became effective January 1, 2015 for both our Company and Bank. Under these capital requirements and the regulatory framework for prompt corrective action, our Company and Bank must meet specific capital guidelines that involve quantitative measures of our Company and Bank’s assets, liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices. Our Company’s and Bank’s capital amounts and classifications are also subject to qualitative judgments by regulators about components, risk weightings and other factors. Quantitative measures established by regulation require our Company and Bank to maintain certain minimum capital amounts and ratios. Federal bank regulators require our Company and Bank maintain minimum ratios of core capital to adjusted average assets of 4.0%, common equity tier 1 capital to risk-weighted assets of 4.5%, tier 1 capital to risk-weighted assets of 6.0% and total risk-based capital to risk-weighted assets of 8.0%. To be “well capitalized,” our Company and Bank must maintain minimum leverage, common equity tier 1 risk-based, tier 1 risk-based and total risk-based capital ratios of at least 5.0%, 6.5%, 8.0% and 10.0%, respectively. At June 30, 2020, our Company and Bank met all the capital adequacy requirements to which they were subject to and were “well capitalized” under the regulatory framework for prompt corrective action. Management believes that no conditions or events have occurred since June 30, 2019 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. 75 The Bank’s and Company’s capital amounts, capital ratios and requirements were as follows: (Dollars in thousands) Regulatory Capital: Tier 1 Common equity tier 1 Total capital (to risk- weighted assets) Assets: Average adjusted Total risk-weighted Regulatory Capital Ratios: Tier 1 leverage (core) capital to adjusted average assets Common equity tier 1 capital (to risk-weighted assets) Tier 1 capital (to risk- weighted assets) Total capital (to risk- weighted assets) Axos Financial, Inc. Axos Bank June 30, 2020 June 30, 2019 June 30, 2020 June 30, 2019 “Well Capitalized” Ratio Minimum Capital Ratio $ 1,106,393 $ 1,101,330 $ $ 938,143 $ 1,080,455 933,080 $ 1,080,455 $ 1,240,923 $ 1,053,855 $ 1,156,401 $ $ $ 932,366 932,366 989,678 $12,333,030 $10,717,011 $11,679,819 $10,124,487 $ 9,817,374 $ 8,161,588 $ 9,160,365 $ 7,679,738 8.97% 8.75% 9.25% 9.21% 11.22% 11.43% 11.79% 12.14% 11.27% 11.49% 11.79% 12.14% 5.00% 6.50% 8.00% 12.64% 12.91% 12.62% 12.89% 10.00% 4.00% 4.50% 6.00% 8.00% Beginning January 1, 2016, Basel III implements a requirement for all banking organizations to maintain a capital conservation buffer above the minimum risk-based capital requirements in order to avoid certain limitations on capital distributions, stock repurchases and discretionary bonus payments to executive officers. The capital conservation buffer is exclusively composed of common equity tier 1 capital, and it applies to each of the three risk-based capital ratios but not the leverage ratio. At June 30, 2020, the Company and Bank are in compliance with the capital conservation buffer requirement, for the common equity tier 1 risk based, tier 1 risk-based and total risk-based capital ratios of 7.0%, 8.5% and 10.5%, respectively. Securities Business Pursuant to the net capital requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Axos Clearing, is subject to the SEC Uniform Net Capital (Rule 15c3-1 of the Exchange Act). Under this rule, Axos Clearing has elected to operate under the alternate method and is required to maintain minimum net capital of $250,000 or 2% of aggregate debit balances arising from client transactions, as defined. On June 30, 2020, 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 position of Axos Clearing was as follows: (Dollars in thousands) Net capital Less: required net capital Excess capital Net capital as a percentage of aggregate debit items Net capital in excess of 5% aggregate debit items June 30, 2020 June 30, 2019 $ $ $ 34,022 4,572 29,450 14.88% 22,593 $ $ $ 25,327 3,829 21,498 13.23% 15,754 Axos Clearing, as a clearing broker, is subject to SEC Customer Protection Rule (Rule 15c3-3 of the Exchange Act) which requires segregation of funds in a special reserve account for the benefit of customers. At June 30, 2020, the Company had a deposit requirement of $159.5 million and maintained a deposit of $178.8 million. At June 30, 2019, the Company had a deposit requirement of $198.3 million and maintained a deposit of $204.7 million. Certain broker-dealers have chosen to maintain brokerage customer accounts at the Axos Clearing. To allow these broker- dealers to classify their assets held by the Company as allowable assets in their computation of net capital, the Company computes 76 a separate reserve requirement for Proprietary Accounts of Brokers (PAB). At June 30, 2020, the Company had a deposit requirement of $17.0 million and maintained a deposit of $15.2 million. On July 1, 2020, Axos Clearing made a deposit to satisfy the deposit requirement . At June 30, 2019, the Company had a deposit requirement of $3.4 million and maintained a deposit of $1.7 million. On July 1, 2019, Axos Clearing made a deposit to satisfy the deposit requirement. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Market risk is defined as the sensitivity of income and capital to changes in interest rates, foreign currency exchange rates, commodity prices and other relevant market rates or prices. The primary market risk to which we are exposed is interest rate risk. Changes in interest rates can have a variety of effects on our business. In particular, changes in interest rates affect our net interest income, net interest margin, net income, the value of our securities portfolio, the volume of loans originated, and the amount of gain or loss on the sale of our loans. We are exposed to different types of interest rate risk. These risks include lag, repricing, basis, prepayment and lifetime cap risk, each of which is described in further detail below: Lag/Repricing Risk. Lag risk results from the inherent timing difference between the repricing of our adjustable rate assets and our liabilities. Repricing risk is caused by the mismatch of repricing methods between interest-earning assets and interest- bearing liabilities. Lag/repricing risk can produce short-term volatility in our net interest income during periods of interest rate movements even though the effect of this lag generally balances out over time. One example of lag risk is the repricing of assets indexed to the monthly treasury average (“MTA”). The MTA index is based on a moving average of rates outstanding during the previous 12 months. A sharp movement in interest rates in a month will not be fully reflected in the index for 12 months resulting in a lag in the repricing of our loans and securities based on this index. We expect more of our interest-earning liabilities will mature or reprice within one year than will our interest-bearing assets, resulting in a one year negative interest rate sensitivity gap (the difference between our interest rate sensitive assets maturing or repricing within one year and our interest rate sensitive liabilities maturing or repricing within one year, expressed as a percentage of total interest-earning assets). In a rising interest rate environment, an institution with a positive gap would generally be expected, absent the effects of other factors, to experience a greater increase in its yield on assets relative to its cost on liabilities, and thus an increase in its net interest income. Basis Risk. Basis risk occurs when assets and liabilities have similar repricing timing but repricing is based on different market interest rate indices. Our adjustable rate loans that reprice are directly tied to indices based upon U.S. Treasury rates, LIBOR, Eleventh District Cost of Funds and the Prime rate. Our deposit rates are not directly tied to these same indices. Therefore, if deposit interest rates rise faster than the adjustable rate loan indices and there are no other changes in our asset/liability mix, our net interest income will likely decline due to basis risk. Prepayment Risk. Prepayment risk results from the right of customers to pay their loans prior to maturity. Generally, loan prepayments increase in falling interest rate environments and decrease in rising interest rate environments. In addition, prepayment risk results from the right of customers to withdraw their time deposits before maturity. Generally, early withdrawals of time deposits increase during rising interest rate environments and decrease in falling interest rate environments. When estimating the future performance of our assets and liabilities, we make assumptions as to when and how much of our loans and deposits will be prepaid. If the assumptions prove to be incorrect, the asset or liability may perform differently than expected. In the last three fiscal years, the Bank has experienced high rates of loan prepayments due to historically low interest rates and a low LTV loan portfolio. Lifetime Cap Risk. Our adjustable rate loans have lifetime interest rate caps. In periods of rising interest rates, it is possible for the fully indexed interest rate (index rate plus the margin) to exceed the lifetime interest rate cap. This feature prevents the loan from repricing to a level that exceeds the cap’s specified interest rate, thus adversely affecting net interest income in periods of relatively high interest rates. On a weighted average basis, our adjustable rate loans at June 30, 2020 had lifetime rate caps that were 613 basis points greater than their current stated note rates. If market rates rise by more than the interest rate cap, we will not be able to increase these loan rates above the interest rate cap. The principal objective of our asset/liability management is to manage the sensitivity of Market Value of Equity (“MVE”) to changing interest rates. Asset/liability management is governed by policies reviewed and approved annually by our board of directors. Our board of directors has delegated the responsibility to oversee the administration of these policies to the Bank’s asset/ liability committee (“ALCO”). The interest rate risk strategy currently deployed by ALCO is to primarily use “natural” balance sheet hedging. ALCO makes adjustments to the overall MVE sensitivity by recommending investment and borrowing strategies. The management team then executes the recommended strategy by increasing or decreasing the duration of the investments and borrowings, resulting in the appropriate level of market risk the board wants to maintain. Other examples of ALCO policies designed to reduce our interest rate risk include limiting the premiums paid to purchase mortgage loans or mortgage-backed securities. This policy addresses mortgage prepayment risk by capping the yield loss from an unexpected high level of mortgage loan prepayments. At least once a quarter, ALCO members report to our board of directors the status of our interest rate risk profile. 77 We measure interest rate sensitivity as the difference between amounts of interest-earning assets and interest-bearing liabilities that mature within a given period of time. The difference, or the interest rate sensitivity gap, provides an indication of the extent to which an institution’s interest rate spread will be affected by changes in interest rates. A gap is considered positive when the amount of interest rate sensitive assets exceeds the amount of interest rate sensitive liabilities and negative when the amount of interest rate sensitive liabilities exceeds the amount of interest rate sensitive assets. In a rising interest rate environment, an institution with a positive gap would be in a better position than an institution with a negative gap to invest in higher yielding assets or to have its asset yields adjusted upward, which would result in the yield on its assets to increase at a faster pace than the cost of its interest-bearing liabilities. During a period of falling interest rates, however, an institution with a positive gap would tend to have its assets mature at a faster rate than one with a negative gap, which would tend to reduce the growth in its net interest income. Banking Business The following table sets forth the amounts of interest earning assets and interest bearing liabilities that were outstanding at June 30, 2020 and the portions of each financial instrument that are expected to mature or reset interest rates in each future period: Term to Repricing, Repayment, or Maturity at Six Months or Less Over Six Months Through One Year June 30, 2020 Over One Year through Five Years Over Five Years Total $ 1,742,593 $ $ — $ — $ 1,742,593 (Dollars in thousands) Interest-earning assets: Cash and cash equivalents Mortgage-backed and other investment securities1 Stock of the FHLB, at cost Loans, net of allowance for loan and lease losses2 Loans held for sale Total interest-earning assets Non-interest-earning assets Total assets Interest-bearing liabilities: Interest-bearing deposits3 Advances from the FHLB Other borrowings Total interest-bearing liabilities Other non-interest-bearing liabilities Stockholders’ equity Total liabilities and equity Net interest rate sensitivity gap Cumulative gap 207,457 17,250 6,029,885 96,560 8,093,745 — 8,093,745 1,855,162 60,000 246,329 — 778 — 4,776 — 1,447,039 3,103,120 — — 1,447,817 3,107,896 $ $ — 1,447,817 6,392,119 15,000 — 2,161,491 6,407,119 — — — — 2,161,491 5,932,254 5,932,254 $ $ $ 6,407,119 (4,959,302) 972,952 — 3,107,896 996,981 107,500 — 1,104,481 — — 1,104,481 2,003,415 2,976,367 $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ 9,787 — — — 9,787 — 9,787 167,837 60,000 14,001 241,838 — — 241,838 (232,051) 2,744,316 $ $ $ $ $ 222,798 17,250 10,580,044 96,560 12,659,245 359,569 13,018,814 9,412,099 242,500 260,330 9,914,929 1,955,357 1,148,528 13,018,814 2,744,316 2,744,316 21.68% 21.68% Net interest rate sensitivity gap—as a % of interest- earning assets Cumulative gap—as a % of cumulative interest- earning assets 46.86% (39.18)% 15.83% (1.83)% 46.86% 7.69 % 23.51% 21.68 % 1 Comprised of U.S. government securities, mortgage-backed securities and other securities, which are classified as trading and available-for-sale. The table reflects contractual repricing dates. 2 The table reflects either contractual repricing dates, or maturities. 3 The table assumes that the principal balances for demand deposit and savings accounts will reprice in the first year. The above table provides an approximation of the projected re-pricing of assets and liabilities at June 30, 2020 on the basis of contractual maturities, adjusted for anticipated prepayments of principal and scheduled rate adjustments. The loan and securities prepayment rates reflected herein are based on historical experience. For the non-maturity deposit liabilities, we use decay rates and rate adjustments based upon our historical experience. Actual repayments of these instruments could vary substantially if future experience differs from our historic experience. 78 Although “gap” analysis is a useful measurement device available to management in determining the existence of interest rate exposure, its static focus as of a particular date makes it necessary to utilize other techniques in measuring exposure to changes in interest rates. For example, gap analysis is limited in its ability to predict trends in future earnings and makes no assumptions about changes in prepayment tendencies, deposit or loan maturity preferences or repricing time lags that may occur in response to a change in the interest rate environment. Our net interest margin for the fiscal year ended June 30, 2020 increased to 4.19% compared to 4.14% for the fiscal year ended June 30, 2019. During the fiscal year ended June 30, 2020, interest income earned on loans and on mortgage backed securities was influenced by interest rate changes and the amortization of premiums and discounts on purchases, and interest expense paid on deposits and new borrowings were influenced by the Fed Funds rate. The following table indicates the sensitivity of net interest income movements to parallel instantaneous shocks in interest rates for the 1-12 months and 13-24 months’ time periods. For purposes of modeling net interest income sensitivity the Bank assumes no growth in the balance sheet other than for retained earnings: (Dollars in thousands) Up 200 basis points Base Down 200 basis points As of June 30, 2020 First 12 Months Next 12 Months Net Interest Income Percentage Change from Base Net Interest Income Percentage Change from Base $ $ $ 503,288 433,671 431,663 16.1 % $ — % $ (0.5)% $ 456,270 403,284 418,030 13.1% —% 3.7% 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 MVE. We analyze the MVE sensitivity to an immediate parallel and sustained shift in interest rates derived from current U.S. Treasury and LIBOR yield curves. For rising interest rate scenarios, the base market interest rate forecast was increased by 100, 200 and 300 basis points. For the falling interest rate scenarios, we used a 100 basis points decrease due to limitations inherent in the current rate environment. The following table indicates the sensitivity of MVE to the interest rate movement as described above: (Dollars in thousands) Up 300 basis points Up 200 basis points Up 100 basis points Base Down 100 basis points As of June 30, 2020 Market Value of Equity Percentage Change from Base MVE as a Percentage of Assets $ $ $ $ $ 1,379,281 1,346,633 1,261,462 1,162,318 976,689 18.7 % 15.9 % 8.5 % — % (16.0)% 10.5% 10.1% 9.4% 8.6% 7.2% The computation of the prospective effects of hypothetical interest rate changes is based on numerous assumptions, including relative levels of interest rates, asset prepayments, runoffs in deposits and changes in repricing levels of deposits to general market rates, and should not be relied upon as indicative of actual results. Furthermore, the results included in the tables above do not take into account any actions that we may undertake in response to future changes in interest rates. Those actions include, but are not limited to, making changes in loan and deposit interest rates and changes in our asset and liability mix. Securities Business Our securities business is exposed to market risk primarily due to its role as a financial intermediary in customer transactions, which may include purchases and sales of securities, securities lending activities, and in our trading activities, which are used to support sales, underwriting and other customer activities. We are subject to the risk of loss that may result from the potential change in value of a financial instrument as a result of fluctuations in interest rates, market prices, investor expectations and changes in credit ratings of the issuer. Our securities business is exposed to interest rate risk as a result of maintaining inventories of interest rate sensitive financial instruments and other interest earning assets including customer and correspondent margin loans and securities borrowing activities. Our exposure to interest rate risk is also from our funding sources including customer and correspondent cash balances, 79 bank borrowings and securities lending activities. Interest rates on customer and correspondent balances and securities produce a positive spread with rates generally fluctuating in parallel. With respect to securities held, our interest rate risk is managed by setting and monitoring limits on the size and duration of positions and on the length of time securities can be held. Much of the interest rates on customer and correspondent margin loans are indexed and can vary daily. Our funding sources are generally short term with interest rates that can vary daily. At June 30, 2020, Axos Clearing held municipal obligations, these positions were classified as held for sale securities and had maturities greater than 10 years. Our securities business is engaged in various brokerage and trading activities that expose us to credit risk arising from potential non-performance from counterparties, customers or issuers of securities. This risk is managed by setting and monitoring position limits for each counterparty, conducting periodic credit reviews of counterparties, reviewing concentrations of securities and conducting business through central clearing organizations. Collateral underlying margin loans to customers and correspondents and with respect to securities lending activities is marked to market daily and additional collateral is required as necessary. ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Quantitative and Qualitative Disclosures About Market Risk.” ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA The following financial statements are filed as a part of this Annual Report on Form 10-K beginning on page F-1: DESCRIPTION Reports of Independent Registered Public Accounting Firms Consolidated Balance Sheets at June 30, 2020 and 2019 Consolidated Statements of Income for the years ended June 30, 2020, 2019 and 2018 Consolidated Statements of Comprehensive Income for the years ended June 30, 2020, 2019 and 2018 Consolidated Statements of Stockholders’ Equity for the years ended June 30, 2020, 2019 and 2018 Consolidated Statements of Cash Flows for the years ended June 30, 2020, 2019 and 2018 Notes to Consolidated Financial Statements PAGE F-1 F-3 F-4 F-5 F-6 F-7 F-9 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None. ITEM 9A. CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures. Our management, under supervision and with the participation of the Chief Executive Officer and the Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures, as defined under Exchange Act Rule 13a-15(e). Based upon this evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of June 30, 2020, the disclosure controls and procedures were effective to ensure that information required to be disclosed in the Company’s Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Management’s Report On Internal Control Over Financial Reporting. Management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(1) promulgated under the Securities Exchange Act of 1934 as a process designed by, or under the supervision of; our principal executive and principal financial officers and effected by the board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles and includes those policies and procedures that: 80 • • • Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions of our assets; Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Management assessed the effectiveness of our internal control over financial reporting as of June 30, 2020. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control—Integrated Framework (2013 version). Based on this assessment, management has determined that our internal control over financial reporting as of June 30, 2020 is effective. BDO USA, LLP has audited the effectiveness of the company’s internal control over financial reporting as of June 30, 2020, as stated in their report dated August 26, 2020. Changes in Internal Control Over Financial Reporting. On January 28, 2019, the Company completed its acquisitions of Axos Clearing. The Company has integrated the internal controls over financial reporting of Axos Clearing with the rest of the Company. There were no other changes in the Company’s internal control over financial reporting during the quarter ended June 30, 2020 (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934) that have materially affected, or are reasonably likely to materially affect, internal control over financial reporting. 81 Report of Independent Registered Public Accounting Firm Stockholders and Board of Directors Axos Financial, Inc. Las Vegas, Nevada Opinion on Internal Control over Financial Reporting We have audited Axos Financial, Inc.’s (the “Company’s”) internal control over financial reporting as of June 30, 2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (the “COSO criteria”). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of June 30, 2020, based on the COSO criteria. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated balance sheets of the Company as of June 30, 2020 and 2019, the related consolidated statements of income, comprehensive income, stockholders’ equity, and cash flows for each of the three years in the period ended June 30, 2020, and the related notes and our report dated August 26, 2020 expressed an unqualified opinion thereon. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Item 9A, Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit of internal control over financial reporting in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ BDO USA, LLP San Diego, California August 26, 2020 82 ITEM 9B. OTHER INFORMATION None. PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE The information called for by this item with respect to directors and executive officers is incorporated herein by reference to the information contained in the sections captioned “Election of Directors” and “Executive Compensation” in our definitive Proxy Statement for the 2020 Annual Meeting of Stockholders, which will be filed with the Securities and Exchange Commission within 120 days after June 30, 2020 (the “Proxy Statement”). The information with respect to our audit committee and our audit committee financial expert is incorporated herein by reference to the information contained in the section captioned “Committees of the Board of Directors” in the Proxy Statement. The information with respect to our Code of Ethics is incorporated herein by reference to the information contained in the section captioned “Corporate Governance—Code of Business Conduct” in the Proxy Statement. ITEM 11. EXECUTIVE COMPENSATION The information called for by this item is incorporated herein by reference to the information contained in the section captioned “Executive Compensation” in the Proxy Statement. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The information called for by this item is incorporated herein by reference to the information contained in the sections captioned “Principal Holders of Common Stock” and “Security Ownership of Directors and Named Executive Officers” in the Proxy Statement. Information regarding securities authorized for issuance under equity compensation plans is disclosed above in Item 5, which information is incorporated herein by this reference. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE The information called for by this item is incorporated herein by reference to the information contained in the sections captioned “Related Transactions And Other Matters” and “Corporate Governance—Board of Directors Composition and Independence” in the Proxy Statement. ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES The information called for by this item is incorporated herein by reference to the information contained in the section captioned “Independent Registered Public Accounting Firm” in the Proxy Statement. 83 PART IV ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (a)(1). Financial Statements: See Part II, Item 8—Financial Statements and Supplementary data. (a)(2). (a)(3). Exhibit Number 2.1 3.1 3.1.1 3.1.2 3.1.3 3.1.4 3.1.5 3.1.6 3.1.7 3.2 3.2.1 4.1 4.2 4.3 Financial Statement Schedules: All financial statement schedules have been omitted as they are either not required, not applicable, or the information is otherwise included. Exhibits: Description Incorporated By Reference to Agreement and Plan of Merger, by and among Axos Clearing, LLC, Axos Clarity MergeCo., Inc., Cor Securities Holdings, Inc., the Seller Parties thereto and the Holder Representative, dated September 28, 2018 Exhibit 2.1 to the Current Form 8-K filed on October 1, 2018. Certificate of Incorporation of the Company, filed with the Delaware Secretary of State on July 6, 1999 Exhibit 3.1 to the Registration Statement on Form S-1/A (File No. 333-121329) filed on January 26, 2005. Certificate of Amendment of Certificate of Incorporation of the Company, filed with the Delaware Secretary of State on August 19, 1999 Exhibit 3.5 to the Registration Statement on Form S-1/A (File No. 333-121329) filed on January 26, 2005. Certificate of Amendment of Certificate of Incorporation of the Company, filed with the Delaware Secretary of State on February 25, 2003 Exhibit 3.6 to the Registration Statement on Form S-1/A (File No. 333-121329) filed on January 26, 2005. Certificate of Amendment of Certificate of Incorporation of the Company, filed with the Delaware Secretary of State on January 25, 2005 Exhibit 3.2 to the Registration Statement on Form S-1/A (File No. 333-121329) filed on January 26, 2005. Certificate Eliminating Reference to a Series of Shares from the Certificate of Incorporation of the Company Exhibit 3.3 to the Current Report on Form 8-K filed on September 7, 2011. Certificate of Amendment of Certificate of Incorporation of the Company, filed with the Delaware Secretary of State on October 25, 2013 Certificate of Amendment of Certificate of Incorporation of the Company, filed with the Delaware Secretary of State on November 5, 2015 Certificate of Amendment of Certificate of Incorporation of the Company, filed with the Delaware Secretary of State on September 11, 2018 Exhibit 3.1 to the Current Report on Form 8-K filed on October 28, 2013. Exhibit 3.1 to the Current Report on Form 8-K filed on November 6, 2015. Exhibit 3.1 to the Current Report on Form 8-K filed on September 11, 2018. By-laws Exhibit 3.4 to the Registration Statement on Form S-1 (File No. 333-121329) filed on December 16, 2004. Amended and Restated By-laws Exhibit 3.1 to the Current Report on Form 8-K filed on March 4, 2020. Certificate of Designation-Series A – 6% Cumulative Nonparticipating Perpetual Preferred Stock, Convertible through January 1, 2009 Exhibit 3.3 to the Registration Statement on Form S-1/A (File No. 333-121329) filed on January 26, 2005. Subordinated Indenture, dated as of March 3, 2016, between BofI Holding, Inc. and U.S. Bank National Association, as trustee. First Supplemental Indenture, dated as of March 3, 2016, between BofI Holding, Inc. and U.S. Bank National Association, as trustee. Exhibit 4.1 to the Current Report on Form 8-K filed on February 26, 2016. Exhibit 4.2 to the Current Report on Form 8-K filed on February 26, 2016. 84 Exhibit Number 4.4 4.5 4.6 4.7 10.1 10.2* 10.3* 10.4* 10.5* 10.6 10.7* Description Incorporated By Reference to Global Note to represent the 6.25% Subordinated Notes due February 28, 2026 of BofI Holding, Inc. Exhibit 4.3 to the Current Report on Form 8-K filed on February 26, 2016. Amendment No.1 dated March 24, 2016 to First Supplemental Indenture, dated as of March 3, 2016, between BofI Holding, Inc. and U.S. Bank National Association, as trustee. Exhibit 4.1 to the Current Report on Form 8-K filed on March 24, 2016. Form of Common Stock Certificate of the Company Exhibit 4.1 to the Current Report on Form 8-K filed on September 12, 2018. Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 Form of Indemnification Agreement between the Company and each of its executive officers and directors Filed herewith. Exhibit 10.1 to the Registration Statement on Form S-1/A (File No. 333-121329) filed on February 24, 2005. Amended and Restated 1999 Stock Option Plan, as amended Exhibit 10.2 to the Registration Statement on Form S-1 (File No. 333-121329) filed on December 16, 2004. 2004 Stock Incentive Plan, as amended November 20, 2007 Exhibit 10.3 to the Registration Statement on Form S-1 (File No. 333-121329) filed on December 16, 2004. 2004 Employee Stock Purchase Plan, including forms of agreements thereunder Exhibit 10.4 to the Registration Statement on Form S-1 (File No. 333-121329) filed on December 16, 2004. First Amended Employment Agreement, dated April 22, 2010, between Bank of Internet USA and Andrew J. Micheletti. Exhibit 99.1 to the Current Report on Form 8-K filed on April 28, 2010. Amended and Restated Declaration of Trust of BofI Trust I dated December 16, 2004 Exhibit 10.10 to the Registration Statement on Form S-1/A (File No. 333-121329) filed on January 26, 2005. Amended and Restated Employment Agreement, dated May 26, 2011, between the Company and subsidiaries, and Gregory Garrabrants Exhibit 99.1 to the Current Report on Form 8-K filed on May 27, 2011. 10.7.1* Second Amended and Restated Employment Agreement, dated June 30, 2017, between the Company and subsidiaries, and Gregory Garrabrants Exhibit 99.1 to the Current Report on Form 8-K filed on July 7, 2017. 10.8 Lease Agreement dated December 5, 2011 between La Jolla Village, LLC and the Company Exhibit 99.1 to the Current Report on Form 8-K filed on December 9, 2011. 10.9* BofI Holding, Inc. 2014 Stock Incentive Plan 10.10* 10.11* 10.12* Amendment to BofI Holding, Inc. 2014 Stock Incentive Plan Description of Amendment to Employment Letter between Eshel Bar-Adon and BofI Federal Bank Description of Amendment to Employment Letter between Brian Swanson and BofI Federal Bank Appendix A to the Definitive Proxy Statement on Schedule 14A, filed on September 8, 2014. Exhibit 10.10 to the Annual Report on Form 10-K filed on August 24, 2017. Exhibit 10.2 to the Quarterly Report on Form 10-Q filed on May 6, 2014. Exhibit 10.4 to the Quarterly Report on Form 10-Q filed on May 6, 2014. 10.12.1* Description of Amendment to Employment Letter between Brian Swanson and BofI Federal Bank Exhibits 99.1 and 99.2 to the Current Report on Form 8-K filed on January 15, 2015. 10.13 Program Management Agreement, dated August 31, 2015, by and among BofI Federal Bank, H&R Block, Inc. and Emerald Financial Services, LLC Exhibit 10.1 (Program Management Agreement) to Form 8-K filed by H&R Block, Inc. on September 1, 2015. *** 10.13.1 Emerald Advance Receivables Participation Agreement, dated August 31, 2015, by and among BofI Federal Bank, H&R Block, Inc., Emerald Financial Services, LLC and HRB Participant I, LLC Exhibit 10.2 to the Current Report on Form 8-K filed by H&R Block, Inc. on September 1, 2015. *** 85 Exhibit Number 10.13.2 Description Incorporated By Reference to Guaranty Agreement, dated August 31, 2015, by and among BofI Federal Bank and H&R Block, Inc. Exhibit 10.3 to the Current Report on Form 8-K filed by H&R Block, Inc. on September 1, 2015. *** 10.14* Description of Amendment to Employment Letter between Thomas Constantine and BofI Federal Bank Exhibit 10.16 to the Annual Report on Form 10-K filed on August 26, 2015. 10.15 10.16 Office Space Lease Between Pacifica Tower LLC and BofI Holding, Inc. Exhibit 10.1 to the Current Report on Form 8-K filed on May 18, 2018. Sixth Amendment to Office Space Lease Between 4350 La Jolla Village LLC and BofI Holding, Inc. Exhibit 10.2 to the Current Report on Form 8-K filed on May 18, 2018. 10.17 Purchase Agreement between Nationwide Bank and BofI Federal Bank, dated August 3, 2018 Exhibit 99.1 to the Current Report on Form 8-K filed on August 3, 2018 Guaranty of Payment and Performance of Agreement and Plan of Merger, executed by the Company in favor of Cor Securities Holdings, Inc. on September 28, 2018 Exhibit 10.1 to the Current Report on Form 8-K filed on October 1, 2018 Amended and Restated to BofI Holding, Inc. 2014 Stock Incentive Plan Appendix A to the Proxy Statement on Schedule 14A, filed on September 11, 2019 Subsidiaries of the Company consist of Axos Bank (federal charter), BofI Trust I (Delaware charter), Axos Clearing LLC (Delaware), and Axos Invest, Inc. (Delaware) Consent of BDO USA, LLP, Independent Registered Public Accounting Firm Filed herewith. Power of Attorney, incorporated by reference to the signature page to this report. Signature page to this report. Chief Executive Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Chief Financial Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Filed herewith. Filed herewith. 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. 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. 10.18 10.19* 21.1 23.1 24.1 31.1 31.2 32.1 32.2 101.INS** 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** XBRL Taxonomy Extension Schema Document Filed herewith. 101.CAL** XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF** XBRL Taxonomy Extension Definition Linkbase Document 101.LAB** XBRL Taxonomy Extension Label Linkbase Document Filed herewith. Filed herewith. Filed herewith. 86 Exhibit Number Description Incorporated By Reference to 101.PRE** XBRL Taxonomy Extension Presentation Linkbase Document Filed herewith. *Indicates management contract or compensatory plan, contract or arrangement. **XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections. ***Certain schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementally to the Securities and Exchange Commission upon request copies of any omitted schedule. A list of the omitted schedules and exhibits is set forth on the final page of the exhibit, and is incorporated herein by reference. 87 ITEM 16. FORM 10-K SUMMARY Not applicable. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Date: August 26, 2020 By: /s/ Gregory Garrabrants AXOS FINANCIAL, INC. Gregory Garrabrants President and Chief Executive Officer 88 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Gregory Garrabrants and Andrew J. Micheletti, jointly and severally, his or her attorneys-in-fact, each with the power of substitution, for him in any and all capacities, to sign any amendments to this Annual Report on Form 10-K, and file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant as of August 26, 2020 in the capacities indicated: Signature Title /s/ Gregory Garrabrants Gregory Garrabrants /s/ Andrew J. Micheletti Andrew J. Micheletti /s/ Derrick K. Walsh Derrick K. Walsh /s/ Paul Grinberg Paul Grinberg /s/ Nicholas A. Mosich Nicholas A. Mosich /s/ James S. Argalas James S. Argalas /s/ J. Brandon Black J. Brandon Black /s/ Tamra Bohlig Tamra Bohlig /s/ James Court James Court /s/ Edward J. Ratinoff Edward J. Ratinoff /s/ Uzair Dada Uzair Dada Chief Executive Officer (Principal Executive Officer), Director Chief Financial Officer (Principal Financial Officer) Chief Accounting Officer (Principal Accounting Officer) Chairman Vice Chairman Director Director Director Director Director Director 89 AXOS FINANCIAL, INC. AND SUBSIDIARIES INDEX TO CONSOLIDATED FINANCIAL STATEMENTS DESCRIPTION Report of Independent Registered Public Accounting Firm Consolidated Balance Sheets at June 30, 2020 and 2019 Consolidated Statements of Income for the years ended June 30, 2020, 2019 and 2018 Consolidated Statements of Comprehensive Income for the years ended June 30, 2020, 2019 and 2018 Consolidated Statements of Stockholders’ Equity for the years ended June 30, 2020, 2019 and 2018 Consolidated Statements of Cash Flows for the years ended June 30, 2020, 2019 and 2018 Notes to Consolidated Financial Statements PAGE F-1 F-3 F-4 F-5 F-6 F-7 F-9 Report of Independent Registered Public Accounting Firm Stockholders and Board of Directors Axos Financial, Inc. Las Vegas, Nevada Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheets of Axos Financial, Inc. (the “Company”) as of June 30, 2020 and 2019, the related consolidated statements of income, comprehensive income, stockholders’ equity, and cash flows for each of the three years in the period ended June 30, 2020, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at June 30, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended June 30, 2020, in conformity with accounting principles generally accepted in the United States of America. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company's internal control over financial reporting as of June 30, 2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) and our report dated August 26, 2020 expressed an unqualified opinion thereon. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. Change in Accounting Principle As discussed in Notes 1 and 11 to the consolidated financial statements, effective July 1, 2019, the Company changed its method of accounting for leases due to the adoption of Accounting Standards Codification Topic 842, Leases. Critical Audit Matters The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Allowance for loan and lease losses As described in Notes 1 and 6 to the Company’s consolidated financial statements, the Company has a gross loan and lease portfolio of $10.7 billion and related allowance for loan and lease losses of $75.8 million as of June 30, 2020. The Company’s allowance for loan and lease losses is a material and complex estimate requiring significant management judgment in the evaluation of the credit quality and the estimation of inherent losses within the loan and lease portfolio. The allowance for loan and lease losses includes a general reserve that is determined based on the results of a quantitative and a qualitative analysis of all loans not measured for impairment at the reporting date. We identified the qualitative estimation of losses within the allowance for loan and lease losses as a critical audit matter. In calculating the allowance for loan and lease losses, the Company considers relevant credit quality indicators for each loan and F-1 lease segment, stratifies loans and leases by risk characteristic, and estimates losses for each loan and lease type based upon their nature and risk profile. The estimation of losses inherent within the portfolio requires significant management judgment, particularly where the Company has not incurred sufficient historical losses and has utilized observable peer data in forming its qualitative loss estimate within its calculation of the allowance for loan and lease losses. Auditing these complex judgments and assumptions involves especially challenging auditor judgment due to the nature and extent of audit evidence and effort required to address these matters, including the extent of specialized skill or knowledge needed. The primary procedures we performed to address this critical audit matter included: • Testing the design and operating effectiveness of controls relating to management’s review of the reasonableness of assumptions and sources of data, and appropriateness of inputs and factors used by management in forming its qualitative loss estimate. • Evaluating whether changes in the business or industry, including economic volatility resulting from the current global pandemic, necessitate the consideration of other factors in the calculation of the qualitative loss estimate. • Evaluating the reasonableness of inputs, factors and sources of data used by management in forming its qualitative loss estimate, including the use of peer data in instances where the Company did not have sufficient historical loss data, by performing retrospective review of historic loan and lease loss experience and analyzing historical data used in developing the assumptions to consider whether such inputs, factors and sources of data were relevant, reliable, and reasonable for the purpose used. • Evaluating whether the assumptions used in the determination of the qualitative loss estimate are consistent with the supporting data, relevant historical data, and industry data. • Testing the mathematical accuracy of the calculations used by management in the determination of its qualitative loss estimate. /s/ BDO USA, LLP We have served as the Company’s auditor since 2013. San Diego, California August 26, 2020 F-2 AXOS FINANCIAL, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (Dollars in thousands, except par and stated value) ASSETS Cash and due from banks Cash segregated for regulatory purposes Federal funds sold Total cash, cash equivalents, cash segregated, and federal funds sold Securities: Trading Available for sale Stock of regulatory agencies Loans held for sale, carried at fair value Loans held for sale, lower of cost or fair value Loans and leases—net of allowance of $75,807 as of June 2020 and $57,085 as of June 2019 Mortgage servicing rights, carried at fair value Other real estate owned and repossessed vehicles Securities borrowed Customer, broker-dealer and clearing receivables Goodwill and other intangible assets—net Other assets TOTAL ASSETS LIABILITIES AND STOCKHOLDERS’ EQUITY Deposits: Non-interest bearing Interest bearing Total deposits Advances from the Federal Home Loan Bank Borrowings, subordinated notes and debentures Securities loaned Customer, broker-dealer and clearing payables Accounts payable and accrued liabilities and other liabilities Total liabilities COMMITMENTS AND CONTINGENCIES (Note 19) STOCKHOLDERS’ EQUITY: At June 30, 2020 2019 $ $ 1,756,477 194,042 — 1,950,519 105 187,627 20,610 51,995 44,565 511,125 346,143 100 857,368 — 227,513 20,276 33,260 4,800 10,631,349 10,675 6,408 222,368 220,266 125,389 380,024 $ 13,851,900 9,382,124 9,784 7,485 144,706 203,192 134,893 194,837 $ 11,220,238 $ 1,936,661 9,400,033 11,336,694 242,500 235,789 255,945 347,614 202,512 12,621,054 $ 1,441,930 7,541,243 8,983,173 458,500 168,929 198,356 238,604 99,626 10,147,188 Preferred stock—$0.01 par value; 1,000,000 shares authorized; Series A—$10,000 stated value and liquidation preference per share; 515 shares issued and outstanding as of June 2020 and June 2019 Common stock—$0.01 par value; 150,000,000 shares authorized, 67,323,053 shares issued and 59,612,635 shares outstanding as of June 2020, 66,563,922 shares issued and 61,128,817 shares outstanding as of June 2019 Additional paid-in capital Accumulated other comprehensive income (loss)—net of tax Retained earnings Treasury stock, at cost; 7,710,418 shares as of June 2020 and 5,435,105 shares as of June 2019 Total stockholders’ equity TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY 5,063 5,063 673 411,873 (937) 1,009,299 666 389,945 16 826,170 (195,125) 1,230,846 $ 13,851,900 (148,810) 1,073,050 $ 11,220,238 See accompanying notes to the consolidated financial statements. F-3 AXOS FINANCIAL, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (Dollars in thousands, except earnings per share) INTEREST AND DIVIDEND INCOME: Loans and leases, including fees Securities borrowed and customer receivables Investments Total interest and dividend income INTEREST EXPENSE: Deposits Advances from the Federal Home Loan Bank Securities loaned Other borrowings Total interest expense Net interest income Provision for loan and lease losses Net interest income, after provision for loan and lease losses NON-INTEREST INCOME: Realized gain (loss) on sale of securities Other-than-temporary loss on securities: Other-than-temporary loss on securities: Less: Portion of other temporary impairment losses recognized in OCI Change to net impairment losses recognized in earnings on securities Total unrealized loss on securities Prepayment penalty fee income Gain on sale - other Mortgage banking income Broker-dealer fee income Banking and service fees Total non-interest income NON-INTEREST EXPENSE: Salaries and related costs Data processing Depreciation and amortization Advertising and promotional Occupancy and equipment Professional services Broker-dealer clearing charges FDIC and regulatory fees General and administrative expense Total non-interest expense INCOME BEFORE INCOME TAXES INCOME TAXES NET INCOME NET INCOME ATTRIBUTABLE TO COMMON STOCK COMPREHENSIVE INCOME Basic earnings per share Diluted earnings per share Year Ended June 30, 2019 2018 2020 $ 582,748 16,585 23,506 622,839 126,916 11,988 679 5,645 145,228 477,611 42,200 435,411 $ 525,317 8,746 30,824 564,887 117,080 32,834 748 5,620 156,282 408,605 27,350 381,255 446,991 — 28,083 475,074 79,851 22,848 — 3,881 106,580 368,494 25,800 342,694 — 709 (18) — — — — 5,993 6,871 20,646 23,210 46,267 102,987 144,341 30,671 24,443 14,523 12,059 11,095 8,210 5,538 24,886 275,766 262,632 79,194 183,438 183,129 182,485 3.01 2.98 $ $ $ $ $ (1,666) 845 (821) (821) 5,851 6,160 5,267 11,737 53,854 82,757 127,433 24,150 16,471 14,710 8,571 11,916 2,822 9,005 36,128 251,206 212,806 57,675 155,131 154,822 155,760 2.50 2.48 $ $ $ $ $ (6,271) 6,115 (156) (156) 3,862 5,734 13,755 — 47,764 70,941 100,975 17,400 8,574 15,500 6,063 5,280 — 4,860 15,284 173,936 239,699 87,288 152,411 152,102 151,311 2.41 2.37 $ $ $ $ $ $ See accompanying notes to the consolidated financial statements. F-4 AXOS FINANCIAL, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Dollars in thousands) NET INCOME Net unrealized gain (loss) from available-for-sale securities, net of tax expense (benefit) of $(381), $562, and $(2,449) for the years ended June 30, 2020, 2019 and 2018, respectively. Other-than-temporary impairment on securities sold, reclassified in other comprehensive income, net of tax expense (benefit) of $0, $(251), and $1,918 for the years ended June 30, 2020, 2019 and 2018, respectively. Reclassification of net (gain) loss from available-for-sale securities included in income, net of tax expense (benefit) of $0, $191, and $(104) for the years ended June 30, 2020, 2019, and 2018, respectively. Other comprehensive income (loss) Comprehensive income Year Ended June 30, 2020 2019 2018 $ 183,438 $ 155,131 $ 152,411 (953) 1,741 (5,493) — (594) 4,197 — (953) (518) 629 196 (1,100) $ 182,485 $ 155,760 $ 151,311 See accompanying notes to the consolidated financial statements. F-5 l a t o T y r u s a e r T k c o t S f o t e N x a T e m o c n I d e n i a t e R s g n i n r a E d e t a l u m u c c A r e h t O e v i s n e h e r p m o C , ) s s o L ( e m o c n I S E I R A I D I S B U S D N A . C N I , L A I C N A N I F S O X A Y T I U Q E ’ S R E D L O H K C O T S F O S T N E M E T A T S D E T A D I L O S N O C l a n o i t i d d A n i - d i a P l a t i p a C t n u o m A i g n d n a t s t u O y r u s a e r T d e u s s I t n u o m A s e r a h S k c o t S n o m m o C s e r a h S f o r e b m u N k c o t S d e r r e f e r P ) 9 0 3 ( ) 0 0 1 , 1 ( 1 1 4 , 2 5 1 — — — ) 3 8 1 , 5 3 ( ) 3 8 1 , 5 3 ( 7 4 4 , 0 1 ) 8 5 9 , 9 ( — — — — ) 0 0 1 , 1 ( — ) 9 0 3 ( — — 1 1 4 , 2 5 1 — — — — 8 9 3 , 0 2 — — — — 7 — — — — — — ) 1 9 4 , 3 3 2 , 1 ( ) 1 9 4 , 3 3 2 , 1 ( — — — — 1 1 3 , 5 8 3 ) 7 1 8 , 4 9 2 ( 8 2 1 , 0 8 6 — — — — — — — — — — 7 4 2 , 4 3 8 $ ) 7 1 3 , 7 3 ( $ 7 8 4 $ 6 4 2 , 9 1 5 $ 7 1 1 , 6 4 3 $ 1 5 6 $ 4 4 2 , 6 3 5 , 3 6 ) 8 8 6 , 9 7 5 , 1 ( 2 3 9 , 5 1 1 , 5 6 3 6 0 , 5 $ 5 1 5 d e t c i r t s e r d n a e s n e p x e n o i t a s n e p m o c d e s a b - k c o t S g n i t s e v t i n u k c o t s ) s s o l ( e m o c n i e v i s n e h e r p m o c r e h t O k c o t s d e r r e f e r p n o s d n e d i v i d h s a C k c o t s y r u s a e r t f o e s a h c r u P 7 1 0 2 , 0 3 e n u J f o s a e c n a l a B ) s d n a s u o h t n i s r a l l o D ( e m o c n i t e N 3 1 5 , 0 6 9 $ ) 8 5 4 , 2 8 ( $ ) 3 1 6 ( $ 8 4 3 , 1 7 6 $ 5 1 5 , 6 6 3 $ 8 5 6 $ 4 6 0 , 8 8 6 , 2 6 ) 6 9 9 , 7 0 1 , 3 ( 0 6 0 , 6 9 7 , 5 6 3 6 0 , 5 $ 5 1 5 8 1 0 2 , 0 3 e n u J f o s a e c n a l a B 9 2 6 ) 9 0 3 ( 1 3 1 , 5 5 1 — — — ) 7 3 4 , 6 5 ( ) 7 3 4 , 6 5 ( ) 3 5 9 ( ) 9 0 3 ( 8 3 4 , 3 8 1 — — — ) 8 5 8 , 8 3 ( ) 8 5 8 , 8 3 ( 3 2 5 , 3 1 ) 5 1 9 , 9 ( 0 5 0 , 3 7 0 , 1 $ ) 0 1 8 , 8 4 1 ( $ 8 7 4 , 4 1 ) 7 5 4 , 7 ( — 9 2 6 — — — 6 1 — ) 3 5 9 ( — — — — ) 9 0 3 ( — — 1 3 1 , 5 5 1 — — — — 0 3 4 , 3 2 — — — — 8 — — — — — — ) 2 5 3 , 9 0 0 , 2 ( ) 2 5 3 , 9 0 0 , 2 ( — — — — 5 0 1 , 0 5 4 ) 7 5 7 , 7 1 3 ( 2 6 8 , 7 6 7 — — — — — — — — — — $ 0 7 1 , 6 2 8 $ 5 4 9 , 9 8 3 $ 6 6 6 $ 7 1 8 , 8 2 1 , 1 6 ) 5 0 1 , 5 3 4 , 5 ( 2 2 9 , 3 6 5 , 6 6 3 6 0 , 5 $ 5 1 5 — ) 9 0 3 ( — — 8 3 4 , 3 8 1 — — — — 8 2 9 , 1 2 — — — — 7 — — — — — — ) 4 6 4 , 0 7 9 , 1 ( ) 4 6 4 , 0 7 9 , 1 ( — — — — 2 8 2 , 4 5 4 ) 9 4 8 , 4 0 3 ( 1 3 1 , 9 5 7 — — — — — — — — — — d e t c i r t s e r d n a e s n e p x e n o i t a s n e p m o c d e s a b - k c o t S ) s s o l ( e m o c n i e v i s n e h e r p m o c r e h t O k c o t s d e r r e f e r p n o s d n e d i v i d h s a C k c o t s y r u s a e r t f o e s a h c r u P e m o c n i t e N ) s s o l ( e m o c n i e v i s n e h e r p m o c r e h t O k c o t s d e r r e f e r p n o s d n e d i v i d h s a C k c o t s y r u s a e r t f o e s a h c r u P 9 1 0 2 , 0 3 e n u J f o s a e c n a l a B g n i t s e v t i n u k c o t s e m o c n i t e N F-6 d e t c i r t s e r d n a e s n e p x e n o i t a s n e p m o c d e s a b - k c o t S g n i t s e v t i n u k c o t s 6 4 8 , 0 3 2 , 1 $ ) 5 2 1 , 5 9 1 ( $ ) 7 3 9 ( $ 9 9 2 , 9 0 0 , 1 $ 3 7 8 , 1 1 4 $ 3 7 6 $ 5 3 6 , 2 1 6 , 9 5 ) 8 1 4 , 0 1 7 , 7 ( 3 5 0 , 3 2 3 , 7 6 3 6 0 , 5 $ 5 1 5 0 2 0 2 , 0 3 e n u J f o s a e c n a l a B . s t n e m e t a t s l a i c n a n i f d e t a d i l o s n o c e h t o t s e t o n g n i y n a p m o c c a e e S AXOS FINANCIAL, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (Dollars in thousands) CASH FLOWS FROM OPERATING ACTIVITIES: Net income Adjustments to reconcile net income to net cash provided by (used in) operating activities: Year Ended June 30, 2020 2019 2018 $ 183,438 $ 155,131 $ 152,411 Accretion of discounts on securities Net accretion of discounts on loans and leases Amortization of borrowing costs Amortization of operating lease right of use asset Stock-based compensation expense Trading activity, (net) Net (gain) loss on sale of investment securities Impairment charge on securities Provision for loan and lease losses Broker-dealer reserve for bad debt Deferred income taxes Origination of loans held for sale Unrealized (gain) loss on loans held for sale Gain on sales of loans held for sale Proceeds from sale of loans held for sale Change in fair value of mortgage servicing rights (Gain) loss on sale of other real estate and foreclosed assets Depreciation and amortization Net changes in assets and liabilities which provide (use) cash: Securities borrowed Customer, broker-dealer and clearing receivables Other assets Securities loaned Customer, broker-dealer and clearing payables Accounts payable and accrued liabilities and other liabilities Net cash provided by operating activities CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of investment securities Proceeds from sales of securities Proceeds from repayment of securities Purchase of stock of regulatory agencies Proceeds from redemption of stock of regulatory agencies Origination of loans and leases held for investment Proceeds from sale of loans held for investment Mortgage warehouse loans activity, net Purchases of loans and leases, net of discounts and premiums Principal repayments on loans and leases Proceeds from sales of other real estate owned and repossessed assets Cash paid for deposit acquisition Cash paid for acquisition Acquisition of business activity, net of cash paid Furniture, equipment and software expenditures Net cash used in investing activities F-7 291 (35,493) 208 10,543 21,935 1,217 — — 42,200 — (6,551) (264) (30,176) 208 — 23,439 — (709) 821 27,350 15,298 (8,686) (624) (29,381) 208 — 20,399 — 18 156 25,800 — 17,034 (1,601,579) (1,471,906) (1,564,165) (1,360) (27,517) (252) (11,427) (253) (19,489) 1,614,379 1,481,911 1,576,353 5,806 (449) 24,443 (77,662) (17,074) (36,979) 57,589 109,010 17,723 284,118 3,362 (283) 16,471 13,192 13,684 (27,564) (4,685) (1,506) 11,012 204,421 83 (258) 8,574 — — (47,070) — — 28,119 167,915 (304,930) (146,886) (100,503) — 325,704 (55,870) 55,536 15,863 93,779 (204,206) 203,611 52,714 139,338 (33,966) 79,923 (6,573,568) (6,756,832) (5,895,902) 37,300 (172,319) — 119,881 (126,491) (11,525) 20,719 (26,899) — 5,349,800 5,846,349 4,818,558 2,241 — — — (12,333) 2,202 (14,747) — 67,343 (20,082) 1,832 — (70,002) — (11,817) (1,348,439) (931,741) (1,026,005) AXOS FINANCIAL, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (Dollars in thousands) CASH FLOWS FROM FINANCING ACTIVITIES: Net increase in deposits Proceeds from the Federal Home Loan Bank term advances Repayments of the Federal Home Loan Bank term advances Net (repayment) proceeds of Federal Home Loan Bank other advances Net (repayment) proceeds of other borrowings Proceeds from Paycheck Protection Program Liquidity Facility advances Tax payments related to settlement of restricted stock units Repurchase of treasury stock Cash dividends paid on preferred stock Net proceeds from issuance of subordinated notes Net cash provided by financing activities NET CHANGE IN CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS—Beginning of year CASH AND CASH EQUIVALENTS—End of year SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Interest paid on deposits and borrowed funds Income taxes paid Transfers to other real estate and repossessed vehicles Transfers from loans and leases held for investment to loans held for sale Transfers from loans held for sale to loans and leases held for investment Loans held for investment sold, cash not received Operating lease liabilities for obtaining right of use assets Preferred stock dividends declared but not paid Year Ended June 30, 2020 2019 2018 $ 2,353,521 $ 997,823 $ 1,085,843 65,000 (55,000) (226,000) (85,300) 151,952 (7,457) (38,858) (386) — 2,157,472 1,093,151 857,368 1,950,519 145,452 80,430 1,315 141,849 — 61,029 82,950 — $ $ $ — (147,500) 149,000 21,700 — (9,916) (56,437) (232) 7,400 961,838 234,518 622,850 857,368 152,756 64,117 850 106,911 1,714 — — 77 $ $ $ — (30,000) (153,000) (20,000) — (9,952) (35,183) (309) — 837,399 (20,691) 643,541 622,850 106,112 79,628 10,113 31,207 3,969 17,742 — — $ $ $ See accompanying notes to the consolidated financial statements. F-8 AXOS FINANCIAL, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS YEARS ENDED JUNE 30, 2020, 2019 AND 2018 1. ORGANIZATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Consolidation. The consolidated financial statements include the accounts of Axos Financial, Inc. (“Axos”) and its wholly owned subsidiaries, Axos Bank (the “Bank”) and Axos Nevada Holding, LLC (“Axos Nevada Holding” and collectively, the “Company”). Axos Nevada Holding wholly owns its subsidiary Axos Securities, LLC, which wholly owns subsidiaries Axos Clearing LLC (“Axos Clearing”), a clearing broker-dealer, Axos Invest, Inc., a registered investment advisor, and Axos Invest LLC, an introducing broker-dealer. All significant intercompany balances and transactions have been eliminated in consolidation. Axos Financial, Inc. was incorporated in the State of Delaware on July 6, 1999 for the purpose of organizing and launching an internet-based savings bank. Axos Bank (the “Bank”), which opened for business over the internet on July 4, 2000, is subject to regulation and examination by the Office of the Comptroller of the Currency (“OCC”), its primary regulator. The Federal Deposit Insurance Corporation (“FDIC”) insures the Bank’s deposit accounts up to the maximum allowable amount. Use of Estimates. In preparing consolidated financial statements in conformity with accounting principles generally accepted in the United States of America, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the balance sheet and reported amounts of revenues and expenses during the reporting period. Actual results may differ from those estimates. Material estimates that are particularly susceptible to significant change in the near term relate to the determination of the allowance for loan and lease losses, the assessment for other-than- temporary impairment on investment securities and the fair value of certain financial instruments. Business. The Bank provides consumer and business banking products through the online distribution channels and affinity partners. The Bank’s deposit products are demand accounts, savings accounts and time deposits marketed to consumers and businesses located in all fifty states. The Bank’s primary lending products are residential single family and multifamily mortgage loans. The Bank’s business is primarily concentrated in the State of California and is subject to the general economic conditions of that state. Cash and Cash Equivalents. The Bank’s cash, due from banks, money market mutual funds and federal funds sold, all of which have original maturities within 90 days, consist of cash and cash equivalents. Net cash flows are reported for customer deposit transactions. Cash segregated for regulatory purposes. The Board of Governors of the Federal Reserve System (“the Federal Reserve”) regulations require depository institutions to maintain certain minimum reserve balances. Included within this are cash balances required by the Federal Reserve Bank of San Francisco (“FRBSF”) of the Bank. In addition, this line item includes qualified deposits in special reserve bank accounts for the exclusive benefit of Axos Clearing customers in accordance with Rule 15c3-3 of the Securities Exchange Act of 1934 (the “Exchange Act”) and other regulations. Interest Rate Risk. The Bank’s assets and liabilities are generally financial assets and liabilities and interest rate changes have an effect on the Bank’s performance. The Bank mitigates the effect of interest rate changes on its performance by striving to match maturities and interest sensitivity between loans and deposits. A significant change in interest rates could have a material effect on the Bank’s results of operations. Concentration of Credit Risk. The Bank’s loan portfolio was collateralized by various forms of real estate with approximately 71.5% of the mortgage portfolio located in California at June 30, 2020. The Bank’s loan portfolio contains concentrations of credit in multifamily, single family, commercial, and home equity loans. The Bank believes its underwriting standards combined with its low LTV requirements substantially mitigate the risk of loss which may result from these concentrations. Brand Partnership Products. Through its strategic partnerships division, the Bank has agreements with third-party service providers (“Program Managers”) possessing demonstrated expertise in managing programs involving marketing and processing financial products such as credit, debit, and prepaid cards, and small business and consumer loans. These relationships include the Company’s relationships with H&R Block, Inc., Netspend and BFS Capital, among others. As delineated by the related contracts, a Program Manager provides program management services in its areas of expertise subject to the Bank’s continuing control and active supervision of the subject program. Underwriting standards and credit decisioning remain with the Bank in all cases. Each of these relationships is designed to allow the Bank to leverage the Program Manager’s knowledge and experience to distribute program-related financial products to a broad and increasing base of customers. With respect to credit products, the Bank generally F-9 originates the resulting receivable for sale, but may, in its discretion, retain such receivable. The Bank performs extensive due diligence with respect to each Program Manager and program, and maintains a regimen of comprehensive risk management and strict compliance oversight with respect to all programs. Through our agreement with H&R Block, Inc. (“H&R Block”) and its wholly-owned subsidiaries the Bank provides H&R Block-branded financial products and services. The products and services that represent the primary focus and the majority of transactional volume that the Bank processes are described in detail below. The first product is Emerald Prepaid Mastercard® services. The Bank entered into agreements to offer this product in August 2015. Under the agreements, the Bank is responsible for the primary oversight and control of the prepaid card programs of a wholly-owned subsidiary of H&R Block. The Bank holds the prepaid card customer deposits for those cards issued under the prepaid programs in non-interest bearing accounts and earns a fixed fee paid by H&R Block’s subsidiary for each automated clearing house (“ACH”) transaction processed through the prepaid card customer accounts. A portion of H&R Block’s customers use the Emerald Card as an option to receive federal and state income tax refunds. The prepaid customer deposits are included in non-interest bearing deposit liabilities on the balance sheet of the Company and the ACH fee income is included in the income statement under the line banking and service fees. The second product is Refund Transfer. The Bank entered into agreements to offer this product in August 2015. The Bank is responsible for the primary oversight and control of the refund transfer program of a wholly-owned subsidiary of H&R Block. The Bank opens a temporary bank account for each H&R Block customer who is receiving an income tax refund and elects to defer payment of his or her tax preparation fees. After the Internal Revenue Service and any state income tax authorities transfer the refund into the customer’s account, the net funds are transferred to the customer and the temporary deposit account is closed. The Bank earns a fixed fee paid by H&R Block for each of the H&R Block customers electing a Refund Transfer. The fees are earned primarily in the quarters ending March 31st and are included in the income statement under the line banking and service fees. The third product is Emerald Advance. The Bank entered into agreements to offer this product in August 2015. Under the agreements the Bank is responsible for the underwriting guidelines and credit policies for unsecured consumer lines of credit offered to H&R Block customers. The Bank offers and funds unsecured lines of credit to consumers primarily through the H&R Block tax preparation offices and earns interest income and fee income. The Bank retains 10% of the Emerald Advance and sells the remainder to H&R Block. Emerald Advance is a seasonal product and there was no remaining balance as of June 30, 2020. The lines of credit are included in loans and leases on the balance sheet of the Company and the interest income and fee income are included in the income statement under the line loans and leases interest and dividend income. The fourth product is an interest-free Refund Advance loan. The Bank exclusively originated and funded all of H&R Block’s interest-free Refund Advance loans to tax preparation clients for the 2019 and 2018 tax seasons. The Bank performed the credit underwriting, loan origination, and funding associated with the interest-free Refund Advance loans in the current tax season and received fees from H&R Block for operating the program. No fee is charged to the tax preparation client. Repayment of the Refund Advance loan is deducted from the client’s tax refund proceeds; if an insufficient refund to repay the Refund Advance loan is received, there is no recourse to the client, no negative credit reporting occurs in respect of the client and no collection efforts are made against the client. This agreement is an expansion of the services Axos provided to H&R Block in the 2017 tax season when the Bank participated through purchases of the loans with other providers in the Refund Advance loan program. During the 2017 tax season, the Bank purchased the Refund Advance loans from a third-party bank at a discount and recorded the accretion of the loan discount as interest income, reported on the income statement under the interest and dividend income line item. During the 2018 tax season, the Bank recorded the fees received from H&R Block as interest income on loans, reported on the income statement under the interest and dividend income line item. The H&R Block-branded financial services products introduce seasonality into the Company’s quarterly reports on Form 10-Q in the unaudited condensed consolidated income statements through the banking and service fees category of non-interest income and the other general and administrative category of non-interest expense, with the peak income and expense in these categories typically occurring during the Company’s third fiscal quarter ended March 31. On July 1, 2020, the Bank received written notification from Emerald Financial Services, LLC (“EFS”), a subsidiary of H&R Block, that it is terminating the Program Management Agreement (“PMA”) covering the Emerald Prepaid Mastercard®, Refund Transfer and Emerald Advance products, effective July 1, 2020. While the PMA has been terminated, the Bank will continue to perform certain services under the PMA until such services have been fully transitioned to another bank. H&R Block has also elected to use another bank for Refund Advance for the next tax season. F-10 Securities. The Company classifies securities at the time of purchase depending on intent. Debt securities are classified as held-to-maturity and carried at amortized cost when management has both the positive intent and ability to hold them to maturity. Debt securities are classified as available-for-sale when they might be sold before maturity. Trading securities refer to certain types of assets that banks hold for resale at a profit or when the Company elects to account for certain securities at fair value. Increases or decreases in the fair value of trading securities are recognized in earnings as they occur. Securities available-for-sale are reported at estimated fair value, with unrealized gains and losses, net of the related tax effects, excluded from operations and reported as a separate component of accumulated other comprehensive income or loss. The fair values of securities traded in active markets are obtained from market quotes. If quoted prices in active markets are not available, we determine the fair values by utilizing industry- standard tools to calculate the net present value of the expected cash flows available to the securities. For securities other than non- agency residential mortgage backed securities (“RMBS”), we use observable market participant inputs and categorize these securities as Level II in determining fair value. Gains and losses on securities sales are based on a comparison of sales proceeds and the amortized cost of the security sold using the specific identification method. Purchases and sales are recognized on the trade date. Interest income includes amortization of purchase premiums or discounts. Premiums and discounts on securities are amortized or accreted using the level- yield method without anticipating prepayments, except for mortgage-backed securities where prepayments are anticipated. The Company’s portfolios of available-for-sale securities are reviewed quarterly for other-than-temporary impairment. In performing this review, management considers (1) the length of time and extent that fair value has been less than amortized cost, (2) the financial condition and near term prospects of the issuer, (3) the impact of changes in market interest rates on the market value of the security and (4) how to record an impairment by assessing whether the Company intends to sell it or is more likely than not that it will be required to sell a security in an unrealized loss position before the Company recovers the security’s amortized cost. If either of these criteria for (4) is met, the entire difference between amortized cost and fair value is recognized in earnings. Alternatively, if neither of the criteria for (4) are met, the amount of impairment recognized in earnings is limited to the amount related to credit losses, while impairment related to other factors is recognized in other comprehensive income. The credit loss is defined as the difference between the present value of the cash flows expected to be collected and the amortized cost basis. Loans and Leases. Loans and leases that are held for investment are loans and leases that management has the intent and ability to hold for the foreseeable future or until maturity are reported at the principal balance outstanding, net of unearned interest, deferred purchase premiums and discounts, deferred loan and lease origination fees and costs, and an allowance for loan and lease losses. Interest income is accrued on the unpaid principal balance. Premiums and discounts on loans purchased as well as loan origination fees, net of certain direct origination costs, are deferred and recognized in interest income using the level-yield method. The Company provides equipment financing to its customers through a variety of lease arrangements. The most common arrangement is a direct financing (capital) lease though some leases may qualify as sales type leases depending on the terms. The Company assesses whether each lease arrangement qualifies as a sale under ASC 606. The Company has determined that the equipment financing lease arrangements do not qualify as a sale as the buyer lessors do not obtain control of the assets in the Company’s ongoing sale leaseback arrangements. Therefore, the leased equipment is not capitalized on the balance sheet. Direct financing leases are stated at the net amount of minimum lease payments receivable, plus any non-guaranteed residual value, less the amount of unearned income and net acquisition discount at the reporting date. Direct lease origination costs are amortized over the life of the lease portfolio. Leases acquired in an acquisition are initially measured and recorded at their fair value on the acquisition date. Purchase discounts or premiums on acquired leases are recognized as an adjustment to interest income over the contractual life of the leases using the effective interest method or taken into income when the related leases are paid off. All equipment financing leases are subject to our allowance for loans and leases. Recognition of interest income on all portfolio segments is generally discontinued at the time the loan or lease is 90 days delinquent unless the loan and lease is well secured and in process of collection. Past due status is based on the contractual terms of the loan. In all cases, loans are placed on nonaccrual or charged-off at an earlier date if collection of principal or interest is considered doubtful. All interest accrued but not received for loans and leases placed on nonaccrual, is reversed against interest income. Interest received on such loans is accounted for on the cash-basis or cost recovery method, until qualifying for return to accrual status. Loans and leases are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured. Seasonal fluctuations in the Other loan classification and its associated allowance for loan and lease losses primarily relate to tax season H&R Block-related loan products. These products are generally short term in nature, in that they are intended to be repaid within a few weeks or months of origination; if they are not repaid timely, they are generally charged off in their entirety at 120 days delinquent, consistent with regulatory guidance for unsecured consumer loan products. The Company provides general loan loss reserves for its H&R Block-related loans based upon prior years’ loss experience with consideration for current year loan performance. While they do incur higher proportional default and charge-off rates than the remainder of the Company’s loan and lease portfolio, these asset quality attributes are within expectations of the design of the products. F-11 Loans Held for Sale. Loans held for sale includes agency loans and non-agency loans held for sale. Agency loans originated and intended for sale in the secondary market are carried at fair value. Net unrealized gains and losses are recognized through mortgage banking income in the income statement. The Bank sells its mortgage loans with either servicing released or servicing retained depending upon market pricing. Gains and losses on loan sales are recorded as mortgage banking income or other gains on sale, based on the difference between sales proceeds and carrying value. Non-agency loans held for sale are carried at the lower of cost or fair value. The Company has elected the fair value option for Agency loans held for sale. These loans are intended for sale and the Company believes that the fair value is the best indicator of the resolution of these loans. Interest income is recorded based on the contractual terms of the loan and in accordance with the Company’s policy on loans held for investment. Loans that were originated with the intent and ability to hold for the foreseeable future (loans held for investment) but which have been subsequently designated as being held for sale for risk management or liquidity needs are carried at the lower of cost or fair value calculated using pools of loans with similar characteristics. There may be times when loans have been classified as held for sale and cannot be sold. Loans transferred to a long-term investment classification from held-for-sale are transferred at the lower of cost or fair value on the transfer date. Any difference between the carrying amount of the loan and its outstanding principal balance is recognized as an adjustment to yield by the interest method. A loan cannot be classified as a long-term investment unless the Bank has both the ability and the intent to hold the loan for the foreseeable future or until maturity. Allowance for Loan and Lease Losses. The allowance for loan and lease losses is maintained at a level estimated to provide for probable incurred losses in the loan and lease portfolio held for investment. Management determines the adequacy of the allowance based on reviews of individual loans and leases and pools of loans, recent loss experience, current economic conditions, the risk characteristics of the various categories of loans and other pertinent factors. This evaluation is inherently subjective and requires estimates that are susceptible to significant revision as more information becomes available. The allowance is increased by the provision for loan and lease losses, which is charged against current period operating results, and recoveries of loans and leases previously charged-off. The allowance is decreased by the amount of charge-offs of loans and leases deemed uncollectible. Allocations of the allowance may be made for specific loans and leases but the entire allowance is available for any loan or lease that, in management’s judgment, should be charged off. The allowance for loan and lease losses includes general reserves and may include specific reserves. Specific reserves may be provided for impaired loans and leases considered Troubled Debt Restructurings (“TDRs”). All other impaired loans and leases are written down through charge-offs to the fair value of collateral, less estimated selling cost, and no specific or general reserve is provided. A loan or lease is impaired when, based on current information and events, it is probable that the Company will be unable to collect all amounts due according to the contractual terms of the loan or lease agreement. Loans and leases for which terms have been modified resulting in a concession and for which the borrower is experiencing financial difficulties are considered TDRs and classified as impaired. A loan or lease is measured for impairment generally two different ways. If the loan or lease is primarily dependent upon the borrower to make payments, then impairment is calculated by comparing the present value of the expected future payments discounted at the effective loan rate to the carrying value of the loan. If the loan or lease is collateral dependent, the net proceeds from the sale of the collateral is compared to the carrying value of the loan or lease. If the calculated amount is less than the carrying value of the loan or lease, the loan or lease has impairment. A general reserve is included in the allowance for loan and lease losses and is determined by adding the results of a quantitative and a qualitative analysis to all other loans and leases not measured for impairment at the reporting date. The quantitative analysis determines the Bank’s actual annual historic charge-off rates for the previous three fiscal years and applies the average historic rates to the outstanding loan and lease balances in each pool, the product of which is the general reserve amount. The qualitative analysis considers one or more of the following factors: changes in lending policies and procedures, changes in economic conditions, changes in the content of the portfolio, changes in lending management, changes in the volume of delinquency rates, changes to the scope of the loan and lease review system, changes in the underlying collateral of the loans and leases, changes in credit concentrations and any changes in the requirements to the credit loss calculations. A loss rate is estimated and applied to those loans and leases affected by the qualitative factors. The following portfolio segments have been identified: single family secured mortgage, home equity secured mortgage, single family warehouse and other, multi-family secured mortgage, commercial real estate and land secured mortgage, auto secured and recreational vehicles, factoring, commercial and industrial (“C&I”) and other. General loan and lease loss reserves are calculated by grouping each mortgage loan or lease by collateral type and by grouping the LTV ratios of each loan within the collateral type. An estimated allowance rate for each LTV group within each type of loan and lease is multiplied by the total principal amount in the group to calculate the required general reserve attributable to that group. Management uses an allowance rate that provides a larger loss allowance for loans with greater LTV ratios. General loan loss reserves for C&I loans are determined through a loan level grading system to base its projected loss rates. A matrix was created with a base loss rate with additional potential industry and volume risk adjustments, to calculate a loss rating for each deal. F-12 Given the lack of historical loss experience for this segment at the Company, an allowance loss range is based upon historical peer loss rates. General loan loss reserves for consumer loans are calculated by grouping each loan by credit score (e.g., FICO) at origination and applying an estimated allowance rate to each group. In addition to credit score grading, general loan loss reserves are increased for all consumer loans determined to be 90 days or more past due. Specific reserves or direct charge-offs are calculated when an internal asset review of a loan or lease identifies a significant adverse change in the financial position of the borrower or the value of the collateral. The specific reserve or direct charge-off is based on discounted cash flows, observable market prices or the estimated value of underlying collateral. Specific loan or lease charge-offs on impaired loans or leases are recorded as a write-off and a decrease to the allowance in the period the impairment is identified. A loan or lease is classified as a TDR when management determines that an existing borrower is in financial distress and the borrower’s loan or lease terms are modified to provide the borrower a financial concession (e.g., lower payment, significant deferral of cash flows, lower interest rate) that would not otherwise be provided by another lender based upon borrower’s current financial condition. TDRs are separately identified for impairment disclosures and are measured at the present value of estimated future cash flows using the loan’s effective rate. If a TDR is considered to be a collateral dependent loan or lease, the loan or lease is reported, net, at the fair value of the collateral less cost to sell. For TDRs that subsequently default, the Company determines the amount of reserve in accordance with the accounting policy for the allowance for loan and lease losses. If the present value of estimated cash flows under the modified terms of a TDR discounted at the original loan or lease effective rate is less than the book value of the loan or lease before the TDR, the excess is specifically allocated to the loan or lease in the allowance for loan and lease losses. Mortgage Servicing Rights. Mortgage servicing assets are recognized when rights are retained upon sale of loans. The Company measures its servicing asset using the fair value method. Under the fair value method, the servicing rights are included on the consolidated balance sheet at fair value. The changes in fair value are reported in earnings in the period in which the changes occur and the adjustments are included in Non-Interest Income - Mortgage banking income in the Consolidated Statements of Income. Mortgage Banking Derivatives. Commitments to fund mortgage loans (interest rate locks) to be sold into the secondary market and forward commitments for the future delivery of these mortgage loans are accounted for as free standing derivatives. Fair values of these mortgage derivatives are estimated based on changes in mortgage interest rates from the date the interest on the loan is locked. The Company enters into forward commitments for the future delivery of mortgage loans when interest rate locks are entered into, in order to hedge the change in interest rates resulting from its commitments to fund the loans. Changes in the fair values of these derivatives are included in mortgage banking income. Furniture, Equipment and Software. Fixed asset purchases in excess of five hundred dollars are capitalized and recorded at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, which are three to seven years and recorded within depreciation and amortization expense which is a component of non-interest expense on the consolidated statements of income. Leasehold improvements are amortized over the lesser of the assets’ useful lives or the lease term. Furniture, equipment and software are included in the other assets line on the consolidated balance sheet. Income Taxes. Income tax expense is the total of the current year income tax due or refundable and the change in deferred tax assets and liabilities. Deferred income tax assets and liabilities are determined using the asset and liability (or balance sheet) method. Under this method, the net deferred tax asset or liability is determined based on the tax effects of the temporary differences between the book and tax bases of the various balance sheet assets and liabilities and gives current recognition to changes in tax rates and laws. The Company records a valuation allowance when management believes it is more likely than not that deferred tax assets will not be realized. An income tax position will be recognized as a benefit only if it is more likely than not that it will be sustained upon IRS examination, based upon its technical merits. Once that status is met, the amount recorded will be the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement. The Company recognizes interest and/or penalties related to income tax matters in income tax expense. Securities Borrowed and Securities Loaned. Securities borrowed and securities loaned transactions are reported as collateralized financings and recorded at the amount of cash collateral advanced or received. Securities borrowed transactions require the Company to deposit cash with the lender. With respect to securities loaned, the Company receives collateral in the form of cash in an amount in excess of the fair value of securities loaned. The Company monitors the fair value of securities borrowed and loaned on a daily basis, with additional collateral obtained or refunded, as necessary. Customer, Broker-Dealer and Clearing Receivables and Payables. Customer, broker-dealer and clearing receivables include receivables of the Company’s broker-dealer subsidiaries, which represent amounts due on cash and margin transactions and are generally collateralized by securities owned by clients. These receivables, primarily consisting of floating-rate loans collateralized by customer-owned securities, are charged interest at rates similar to other such loans made throughout the industry. F-13 The receivables are reported at their outstanding principal balance net of allowance for doubtful accounts. When a receivable is considered to be impaired, the amount of the impairment is generally measured based on the fair value of the securities acting as collateral, which is measured based on current prices from independent sources, such as listed market prices or broker-dealer price quotations. Securities owned by customers, including those that collateralize margin or other similar transactions, are not reflected in the balance sheet. Also included in these accounts are receivables and payables from brokers and dealers and clearing organizations as well as securities failed to deliver and receive. Business Combinations. Mergers and acquisitions are accounted for using the acquisition method of accounting. Assets and liabilities acquired and assumed are recorded at their fair values as of the date of the transaction. The excess of purchase price over the fair value of assets acquired and liabilities assumed is recorded as goodwill. Significant estimates and judgments are involved in the fair valuation and purchase price allocation process. Goodwill and Other Intangible Assets. Goodwill represents the excess of the cost of an acquisition over the fair value of the net assets acquired. Other intangible assets represent purchased assets that lack physical substance but can be distinguished from goodwill because of contractual or other legal rights. Intangible assets that have finite lives, such as core deposit intangibles, are amortized over their estimated useful lives and subject to periodic impairment testing. Intangible assets (other than goodwill) are amortized to depreciation and amortization expense, a component of non-interest expense on the consolidated statements of income, using accelerated or straight-line methods over their respective estimated useful lives. Goodwill is subject to impairment testing at the reporting unit level, which is conducted at least annually. The Company performs impairment testing during the third quarter of each year or when events or changes in circumstances indicate the assets might be impaired. The Company performs a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If, after assessing updated qualitative factors, the Company determines it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, it does perform a quantitative goodwill impairment test. Determining the fair value of a reporting unit is judgmental and often involves the use of significant estimates and assumptions. Similarly, estimates and assumptions are used in determining the fair value of other intangible assets. Estimates of fair value are primarily determined using discounted cash flows, market comparisons and recent transactions. These approaches use significant estimates and assumptions including projected future cash flows, discount rates reflecting the market rate of return, projected growth rates and determination and evaluation of appropriate market comparable. Future events could cause the Company to conclude that goodwill or other intangibles have become impaired, which would result in recording an impairment loss. Any resulting impairment loss could have a material adverse impact on the Company’s financial condition and results of operations. Earnings per Common Share. Earnings per common share (“EPS”) are presented under two formats: basic EPS and diluted EPS. Basic EPS is computed by dividing the net income attributable to common stock (net income after deducting dividends on preferred stock) by the sum of the weighted-average number of common shares outstanding during the year and the unvested average of participating restricted stock units (“RSU”). Diluted EPS is computed by dividing the sum of net income attributable to common stock and dividends on diluted preferred stock by the sum of the weighted-average number of common shares outstanding during the year and the impact of dilutive potential common shares, such as nonparticipating RSUs, stock options and convertible preferred stock. The Company accounts for unvested stock-based compensation awards containing non-forfeitable rights to dividends or dividend equivalents (collectively, “dividends”) as participating securities and includes the awards in the EPS calculation using the two-class method. The Company has granted restricted stock units under the 2004 Plan to certain directors and employees, which entitle the recipients to receive non-forfeitable dividends during the vesting period on a basis equivalent to the dividends paid to holders of common stock. These unvested awards meet the definition of participating securities. Under the two class method, all earnings (distributed and undistributed) are allocated to each class of common stock and participating securities, based on their respective rights to receive dividends. Under the 2014 Plan, restricted stock units have no shareholder rights, meaning they are not entitled to dividends and are considered nonparticipating. These nonparticipating restricted stock units are not included in the basic earnings per common share calculation and are included in the diluted earnings per common share calculation using the treasury stock method. Stock-Based Compensation. Compensation cost is recognized for stock options and restricted stock unit awards issued to employees, based on the fair value of these awards at the date of grant. A Black–Scholes model is utilized to estimate fair value of the stock options, while market price of the Company’s common stock at the date of grant is used for restricted stock unit awards, except for the Chief Executive Officer’s restricted stock unit awards under an employment agreement effective July 1, 2017. For the Chief Executive Officer’s restricted stock unit awards under an employment agreement effective July 1, 2017, a Monte Carlo simulation is utilized to estimate the value of path-dependent options in order to determine the fair value of the restricted stock unit award. Compensation cost is recognized over the required service period, generally defined as the vesting period. For awards with only a service condition that have a graded vesting schedule, compensation cost is recognized on a straight-line basis over F-14 the requisite service period for the entire award. For awards that contain a market condition and have a graded vesting schedule compensation cost is recognized using an accelerated attribution method over the requisite service period for the awards. Stock of Regulatory Agencies. The Bank is a member of the Federal Home Loan Bank (“FHLB”) system. Members are required to own a certain amount of FHLB stock based on the level of borrowings and other factors. FHLB stock is carried at cost, classified as a restricted security, and periodically evaluated for impairment based on ultimate recovery of par value. Axos Securities, LLC is a member of the Depository Trust & Clearing Corporation (DTCC), a financial services company providing clearing and settlement services to the financial markets. Members are required to own a certain amount of DTCC stock based on the clearing levels and other factors. DTCC stock is carried at fair value, classified as a restricted security, and periodically evaluated for impairment based on ultimate recovery of par value. Low Income Housing Tax Credits (“LIHTC”) The Company invests as a limited partner in LIHTC partnerships that operate qualified affordable housing projects which generate tax benefits for investors through the realization of tax credits and deductions, which may be subject to recapture by taxing authorities if compliance requirements are not met. We amortize the investment in proportion to the allocated tax benefits using the proportional amortization method of accounting and record such benefits net of investment amortization in income taxes on the consolidated statements of income. The investment is included within other assets on the consolidated balance sheets. Cash Surrender Value of Life Insurance. The Bank has purchased life insurance policies on certain key executives. Bank owned life insurance is recorded at the amount that can be realized under the insurance contract at the balance sheet date, which is the cash surrender value adjusted for other amounts due that are probable at settlement. Cash surrender value of life insurance is included in the other assets line on the consolidated balance sheet. Changes to the cash surrender value are recorded within banking and service fees which is a component of non-interest expense on the consolidated statements of income. Loan Commitments and Related Financial Instruments. Financial instruments include off-balance sheet credit instruments, such as commitments to make loans held for investment and commercial letters of credit, issued to meet customer financing needs. The face amount for these items represents the exposure to loss, before considering customer collateral or ability to repay. Such financial instruments are recorded when they are funded. The allowance for loan losses related to commitments is included in Accounts payable and accrued liabilities and other liabilities and adjustments to the allowance run through provision for loan and lease losses. Comprehensive Income. Comprehensive income consists of net income and other comprehensive income. Other comprehensive income includes unrealized gains and losses on securities available-for-sale, which are also recognized as separate components of equity. Loss Contingencies. Loss contingencies, including claims and legal actions arising in the ordinary course of business, are recorded as liabilities when the likelihood of loss is probable and an amount or range of loss can be reasonably estimated. Management does not believe there are now such matters that will have a material effect on the financial statements. Dividend Restriction. Banking regulations require maintaining certain capital levels and may limit the dividends paid by the Bank to the holding company. As of June 30, 2020, there are no dividend restrictions on the Bank or the Company. Fair Value of Financial Instruments. Fair values of financial instruments are estimated using relevant market information and other assumptions, as more fully disclosed in Note 4. Fair value estimates involve uncertainties and matters of significant judgment regarding interest rates, credit risk, prepayments, and other factors, especially in the absence of broad markets for particular items. Changes in assumptions or in market conditions could significantly affect the estimates. New Accounting Standards Accounting Standards Adopted During Fiscal 2020 Leases. On July 1, 2019, the Company adopted Accounting Standards Codification (“ASC”) 842, Leases (Topic 842), which required lessees to recognize operating leases on the balance sheet as right-of-use assets and lease liabilities based on the value of the discounted future lease payments. Lessor accounting is largely unchanged. The Company elected to retain prior determinations of whether an existing contract contains a lease and how the lease should be classified. The Company elected to recognize leases existing on July 1, 2019 through a modified retrospective transition approach. The Company will not adjust comparative periods based on the newly adopted guidance. Upon adoption, the Company recognized right-of-use assets $77.8 million and lease liabilities of $79.7 million. Lessor Arrangements. The Company provides equipment financing to its customers through a variety of lessor arrangements. Direct financing leases and sales-type leases are carried at the aggregate of lease payments receivable plus the estimated residual value of the leased property less unearned income, which is accreted to interest income over the lease terms F-15 using methods that approximate the interest method. As all former equipment financing arrangements have been accounted for as not meeting the criteria of a sale, we did not reassess any former equipment financing transactions. Operating lease income is recognized on a straight-line basis. Leases generally do not contain non-lease components. Lessee Arrangements. Substantially all of the Company’s lessee arrangements are operating leases. Under these arrangements, the Company records right-of-use assets and lease liabilities at lease commencement. Right-of-use assets are reported in other assets on the June 30, 2020 Consolidated Balance Sheet, and the related lease liabilities are reported in accounts payable and accrued liabilities and other liabilities. All leases are recorded on the Consolidated Balance Sheet except leases with an initial term less than 12 months for which the Company made the short-term lease election. Lease expense is recognized on a straight- line basis over the lease term and is recorded in occupancy and equipment expense in the Consolidated Statements of Income. The Company made an accounting policy election not to separate lease and non-lease components of a contract that is or contains a lease for its real estate and equipment leases. As such, lease payments represent payments on both lease and non-lease components. At lease commencement, lease liabilities are recognized based on the present value of the remaining lease payments and discounted using the Company’s incremental borrowing rate, which is a blended rate comprised of the FHLB term rate and the Company’s subordinated debt rate. Right-of-use assets initially equal the lease liability, adjusted for any lease payments made prior to lease commencement and for any lease incentives. On July 1, 2019, the Company adopted FASB ASU 2017-08, Premium Amortization on Purchased Callable Debt Securities. The amendments shorten the amortization period for certain purchased callable debt securities held at a premium to the earliest call date, which more closely align the amortization period of premiums and discounts to expectations incorporated in market pricing on the underlying securities. The amendments do not require an accounting change for securities held at a discount; the discount continues to be amortized to maturity. The adoption did not have a significant impact on the Company’s consolidated financial statements. On July 1, 2019, the Company adopted FASB ASU 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities. The ASU expands and refines hedge accounting for both financial and non- financial risk components, aligns the recognition and presentation of the effects of hedging instruments and hedge items in the financial statements, and includes certain targeted improvements to ease the application of current guidance related to the assessment of hedge effectiveness. The adoption did not have a significant impact on the Company’s consolidated financial statements at the time of adoption. On July 1, 2019, the Company adopted FASB ASU 2018-07, Improvements to Nonemployee Share-Based Payment Accounting. The amendments are intended to align the accounting for share-based payment awards issued to employees and nonemployees. Changes to the accounting for nonemployee awards include: 1) equity classified share-based payment awards issued to nonemployees will now be measured on the grant date, instead of the previous requirement to remeasure the awards through the performance completion date; 2) for performance conditions, compensation cost associated with the award will be recognized when achievement of the performance condition is probable, rather than upon achievement of the performance condition; and 3) the current requirement to reassess the classification (equity or liability) for nonemployee awards upon vesting will be eliminated, except for awards in the form of convertible instruments. The new guidance also clarifies that any share-based payment awards issued to customers should be evaluated under ASC 606, Revenue from Contracts with Customers. The Company’s share-based payment awards to nonemployees consist only of grants made to the Company’s nonemployee Directors as compensation solely related to each individual’s role as a nonemployee Director. As such, in accordance with ASC 718, the Company accounts for these share-based payment awards to its nonemployee Directors in the same manner as share-based payment awards for its employees. The adoption did not have an effect on the accounting for the Company’s current share-based payment awards to its nonemployee Directors. On July 1, 2019, the Company adopted ASU 2018-13, Fair Value Measurement Disclosure Framework (Topic 820) - Changes to the Disclosure Requirements for Fair Value Measurement. ASU 2018-13 requires disclosure of the changes in unrealized gains and losses for the period included in other comprehensive income for recurring Level 3 fair value measurements and the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. The adoption did not have a significant impact on the Company’s consolidated financial statements for the fiscal year ended June 30, 2020. F-16 Accounting Standards Issued But Not Yet Adopted On July 1, 2020, the Company will adopt FASB ASU 2016-13 Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments and all subsequent amendments that modified ASU 2016-13 (collectively, “Topic 326”). Topic 326 (i) significantly changes the impairment model for most financial assets that are measured at amortized cost and certain other instruments from an incurred loss model to an expected loss model; and (ii) provides for recording credit losses on available-for-sale debt securities through an allowance account. Topic 326 also requires certain incremental disclosures. Topic 326 requires the modified-retrospective transition approach which results in a cumulative-effect adjustment to opening retained earnings in the consolidated balance sheet as of the date of adoption. Accordingly, the Company will not adjust prior period comparative information and will continue to disclose prior period financial information in accordance with authoritative guidance in effect during those periods. A prospective transition approach is required for debt securities for which an other-than-temporary impairment had been recognized before the effective date. The Company estimates the adoption of Topic 326 will result in an increase to our allowance for credit losses for loans and leases of approximately $35.0 to $55.0 million. The increase is primarily related to the difference between loss emergence periods previously utilized, as compared to estimating lifetime credit losses as required by the standard. The Company does not anticipate an opening retained earnings adjustment related to debt securities. The Company has elected to phase the estimated impact of Topic 326 into regulatory capital in accordance with the interim final rule of the Federal Reserve and other U.S. banking agencies that became effective on March 31, 2020. As a result, the Company will delay recognizing the estimated impact of Topic 326 on regulatory capital until after a two-year deferral period, which extends the Company through June 30, 2022. Beginning on July 1, 2022, the Company will be required to phase in 25% of the previously deferred estimated capital impact of Topic 326, with an additional 25% to be phased in at the beginning of each subsequent year until fully phased in. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740)—Simplifying the Accounting for Income Taxes. The amendments in ASU 2019-12 are intended to reduce the cost and complexity of applying ASC 740. The amendments that are applicable to the Company address: 1) franchise and other taxes partially based on income; 2) step-up in basis of goodwill in a business combination; 3) allocation of tax expense in separate entity financial statements; and 4) interim recognition of enactment of tax laws or rate changes. The amendments to Topic 740 are effective for interim and annual reporting periods beginning after December 15, 2020. The Company is evaluating the impact of ASU 2019-12 on the Company’s consolidated financial statements, but it does not expect the adoption to have a material impact. In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848)—Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides 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 of ASU 2020-04 apply only to those transactions that reference LIBOR or another reference rate expected to be discontinued due to reference rate reform. Adoption of the provisions of ASU 2020-04 are optional and are effective from March 12, 2020 through December 31, 2022. The Company is to evaluating the impact of ASU 2020-04 on the Company’s consolidated financial statements, but it does not expect the adoption to have a material impact. 2. REVENUE RECOGNITION The core principle of Topic 606 is that an entity should recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The standard affects all entities that either enter into contracts with customers to transfer goods or services or enter into contracts for the transfer of nonfinancial assets unless those contracts are within the scope of other guidance. Topic 606 does not apply to revenue associated with financial instruments, including revenue from loans and securities. In addition, certain non-interest income streams such as gain or loss associated with mortgage servicing rights, financial guarantees, derivatives, and income from bank owned life insurance are also not within the scope of the new guidance. Topic 606 is applicable to non-interest income such as deposit related fees, interchange fees, merchant related income. However, the recognition of these revenue streams did not change significantly upon adoption of Topic 606. Non-interest income considered to be within the scope of Topic 606 is discussed below. Deposit Service Fees. Service charges on deposit accounts consist of account analysis fees (i.e., net fees earned on analyzed business and public checking accounts), monthly service fees, check orders, and other deposit account related fees. The Company’s performance obligation for account analysis fees and monthly service fees is generally satisfied, and the related revenue recognized, over the period in which the service is provided. Check orders and other deposit account related fees are largely transactional based, and therefore, the Company’s performance obligation is satisfied and related revenue recognized, when incurred. Payment F-17 for service charges on deposit accounts is primarily received immediately or in the following month through a direct charge to customers’ accounts. Fees, Exchange, and Other Service Charges. Fees, exchange, and other service charges are primarily comprised of debit and credit card income, ATM fees, merchant services income, and other service charges. Debit and credit card income is primarily comprised of interchange fees earned whenever the Company’s debit and credit cards are processed through card payment networks such as Visa. ATM fees are primarily generated when a Company cardholder uses a non-Company ATM or a non-Company cardholder uses a Company ATM. Merchant services income mainly represents fees charged to merchants to process their debit and credit card transactions, in addition to account management fees. Other service charges include revenue from processing wire transfers, bill pay service, cashier’s checks, and other services. The Company’s performance obligation for fees, exchange, and other service charges are largely satisfied, and related revenue recognized, when the services are rendered or upon completion. Payment is typically received immediately or in the following month. Broker-dealer clearing fees. The Company earns revenues for executing, settling and clearing securities transactions for other broker-dealers on a fully disclosed basis. Trade execution and clearing services, when provided together, represent a single performance obligation as the services are not separately identifiable in the context of the contract. Revenues associated with combined trade execution and clearing services, as well as trade execution services on a standalone basis, are recognized at a point in time on trade-date. The Company believes that the performance obligation is satisfied on the trade date because that is when the underlying security or purchaser is identified, the pricing is agreed upon and the risks and rewards of ownership have been transferred to/from the customer. The Company also earns revenues for custody services which are separately identifiable and represent a distinct performance obligation which is recognized over time as the customer simultaneously receives and consumes the benefits. Certain clearing or custody related fees represent a modification of the original contract as they are distinct services. All trade and execution services are priced at their standalone selling price. Clearing and other fees are generally deducted from the introducing brokers’ commissions on a monthly basis. Bankruptcy Trustee and Fiduciary Service Fees. Bankruptcy Trustee and Fiduciary Service income is primarily comprised of fees earned from the Monthly Basis Point Fee and Bank Account Service Charge. The products and services provided to the Trustee also indirectly provide additional deposits to the other banks. One of the uses of the increased deposits by the other banks is to fund the fees paid. The performance obligation is satisfied when the deposits are increased (or decreased) at the end of each month. The expected value method will be used to calculate and record the estimated revenue at the beginning of each month with a subsequent reconciliation to actual at the end of each month. The following presents non-interest income, segregated by revenue streams in-scope and out-of-scope of Topic 606, for the periods indicated: (Dollars in thousands, except per share data) Non-interest income Deposit service fees Card fees Broker-dealer clearing fees Bankruptcy trustee and fiduciary service fees Non-interest income (in-scope of Topic 606) Non-interest income (out-of-scope of Topic 606) Total non-interest income June 30, 2020 2019 $ 4,240 $ 5,040 23,210 1,272 33,762 69,225 102,987 $ $ 3,513 5,340 11,737 7,036 27,626 55,131 82,757 Contract Balances. A contract asset or receivable is recognized if the Company performs a service or transfers a good in advance of receiving consideration. A contract liability is recognized if the Company receives consideration (or has the unconditional right to receive consideration) in advance of performance. As of June 30, 2019, the Company’s contract assets and liabilities were not considered material. Contract Acquisition Costs. The Company uses the practical expedient to expense contract acquisition costs when the asset that would have resulted from capitalizing these costs would have been amortized in less than one year. In adopting the guidance in Topic 606, the Company did not capitalize any contract acquisition costs. Other. Income from bank owned life insurance is accounted for in accordance with ASC 325, Investments - Other. Lending related income includes fees earned from gains or losses on the sale of loans, SBA income, and letter of credit fees. Gains and losses on the sale of loans and SBA income are recognized pursuant to ASC 860, Transfers and Servicing. Fees related to standby F-18 letters of credit are accounted for in accordance with ASC 440, Commitments. Net gain or loss on sales / valuations of repossessed and other assets is presented as a component of non-interest expense, but may also be presented as a component of non-interest income in the event that a net gain is recognized. Net gain or loss on sales of repossessed and other assets are accounted for in accordance with ASC 610, Other Income - Gains and Losses from the Derecognition of Nonfinancial Assets. 3. ACQUISITIONS The Company completed two business acquisitions and two asset acquisitions during the fiscal year ended June 30, 2019 and one business acquisition during the fiscal year ended June 30, 2018. The pro forma results of operations and the results of operations for the acquisitions since the acquisition date have not been separately disclosed because the effects were not material to the consolidated financial statements. The Company has included the financial results of the acquired businesses in its consolidated financial statements subsequent to the acquisition dates. The business acquisitions have been accounted for under the acquisition method of accounting. The assets, both tangible and intangible, were recorded at their estimated fair values as of the transaction date. The Company made significant estimates and exercised judgment in estimating fair values and accounting for such acquired assets and liabilities. The purchase transactions are detailed below. MWABank deposit acquisition. On March 15, 2019, the Bank closed the deposit assumption agreement with MWABank and acquired approximately $173 million of deposits, including approximately $151 million of checking, savings and money market accounts and $22 million of time deposits, from MWABank. Axos did not acquire any assets, employees or branches in this transaction. The Bank received cash equal to the book value of the deposit liabilities. WiseBanyan. On February 26, 2019 the Company’s subsidiary, Axos Securities, LLC, acquired 100% of the equity of WiseBanyan Holding, Inc. and its subsidiaries (collectively “WiseBanyan”). Headquartered in Las Vegas, Nevada, WiseBanyan is a provider of personal financial and investment management services through a proprietary technology platform. When acquired, WiseBanyan served approximately 24,000 clients with approximately $150 million of assets under management. The Company paid $3.2 million in cash to acquire the assets of WiseBanyan and recorded $2.7 million in intangible assets. The Company purchased the whole WiseBanyan business and has the entire voting interest. Goodwill is not expected to be deducted for tax purposes. COR Securities Holdings. On January 28, 2019 (“Acquisition Date”), Axos Clearing, LLC and Axos Clarity MergeCo., Inc. completed the acquisition of 100% of the equity of COR Securities Holdings Inc.(“COR Securities”), the parent company of COR Clearing LLC (“COR Clearing”), pursuant to the terms of the Agreement and Plan of Merger, dated as of September 28, 2018 (the “Merger Agreement”). Headquartered in Omaha, Nebraska, COR Clearing is a full-service correspondent clearing firm for independent broker- dealers. Established as a part of Mutual of Omaha Insurance Company and spun off as Legent Clearing in 2002, COR Clearing provides clearing, settlement, custody, and securities and margin lending to more than sixty introducing broker-dealers and 90,000 customers. The total cash consideration of approximately $80.9 million was funded with existing capital. The Company issued subordinated notes totaling $7.5 million to the principal stockholders of COR Securities in an equal principal amount, with a maturity of 15 months, to serve as the sole source of payment of indemnification obligations of the principal stakeholders of COR Securities under the Merger Agreement. The Company is in the process of making an indemnification claim against the $7.4 million remaining. The acquisition of COR Securities is accounted for as a business combination using the acquisition method of accounting and, accordingly, assets acquired, liabilities assumed, and consideration paid are recorded at estimated fair values on the Acquisition Date. The Company recorded goodwill of $35.5 million and an additional $20.1 million in intangible assets as of the Acquisition Date. Included in the professional services line of the statement of income for the fiscal year ended June 30, 2019, the Company recognized $0.4 million in transaction costs. The acquisition will enable the Company to expand its banking business to a new customer base through independent broker-dealers and consumer account relationships, scale entry into wealth management through technology-driven platforms, and increase and diversify fee revenue, all of which will improve key operating metrics. The goodwill recognized results from the expected synergies and potential earnings from this combination. F-19  The consideration paid for COR Securities common equity was $88.4 million and the fair values of acquired identifiable assets and liabilities assumed as of the Acquisition Date were as follows: (Dollars in thousands) ASSETS Cash and due from banks Cash segregated for regulatory purposes Securities, available for sale Stock of the regulatory agencies, at cost Securities borrowed Customer, broker-dealer and clearing receivables Other assets Total identifiable assets LIABILITIES Borrowings, subordinated notes and debentures Securities loaned Customer, broker-dealer and clearing payables Accounts payable and accrued liabilities Total identifiable liabilities Net identifiable assets Intangible assets Goodwill Total net assets acquired Total cash paid Borrowings, subordinated notes and debentures issued Total fair value of consideration paid January 28, 2019 16,604 142,016 9,585 2,431 157,898 234,352 5,487 568,373 85,100 203,041 240,110 7,383 535,634 32,739 20,120 35,501 88,360 80,860 7,500 88,360 $ $ $ $ $ $ $ $ Nationwide Bank deposit acquisition. On November 16, 2018, the Bank completed the acquisition of substantially all of Nationwide Bank’s (“Nationwide”) deposits at the time of closing, adding $2.4 billion in deposits, including $661.4 million in checking, savings and money market accounts and $1.7 billion in time deposit accounts. The Bank received cash for the deposit balances transferred less a premium of $13.5 million, recorded in intangibles, commensurate with the fair market value of the deposits purchased. Bankruptcy trustee and fiduciary services business of Epiq Systems, Inc. On April 4, 2018, the Company acquired the bankruptcy trustee and fiduciary services business of Epiq Systems, Inc. (“Epiq”). The assets acquired by the Company include comprehensive software solutions, trustee customer relationships, trade name, accounts receivable and fixed assets. The business provides specialized software and consulting services to Chapter 7 bankruptcy and non-Chapter 7 trustees and fiduciaries in all fifty states. This business is expected to generate fee income from bank partners and bankruptcy cases, as well as opportunities to source low cost deposits. No deposits were acquired as part of the transaction. Under the terms of the purchase agreement, the aggregate purchase price included the payment of $70.0 million in cash. The Company acquired intangible assets with fair values of $32.7 million, including customer relationships, developed technologies, a covenant not to compete and the trade name, and accounts receivable and fixed assets of $1.6 million, resulting in goodwill of $35.7 million. Transaction-related expenses were de minimis. F-20 The following table sets forth the fair value of assets acquired from Epiq on the consolidated balance sheets as of April 4, 2018: (Dollars in thousands) Fair value of consideration paid Cash Total consideration paid Fair value of assets acquired Intangible assets Other assets Total assets Fair value of net assets acquired Goodwill incident to acquisition April 4, 2018 70,002 70,002 32,720 1,563 34,283 34,283 35,719 $ $ $ $ $ $ The Company recognized goodwill of $35.7 million as of April 4, 2018, which is calculated as the excess of the consideration exchanged as compared to the fair value of identifiable assets acquired. Goodwill resulted from expanded product lines and low-cost funding opportunities and is expected to be deductible for tax purposes. During the fiscal year ended June 30, 2019, the Company settled the working capital with Epiq. See Note 10 to the consolidated financial statements for further information on goodwill and other intangible assets. 4. FAIR VALUE Fair value is defined as the price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC Topic 820 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value: Level 1: Level 2: Level 3: Quoted prices in active markets for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date. Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 2 assets include securities with quoted prices that are traded less frequently than exchange-traded instruments and whose value is determined using a pricing model with inputs that are observable in the market or can be derived principally from or corroborated by observable market data. Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models such as discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation. When available, the Company generally uses quoted market prices to determine fair value. In some cases where a market price is available, the Company will make use of acceptable practical expedients (such as matrix pricing) to calculate fair value, in which case the items are classified in Level 2. The Company considers relevant and observable market prices in its valuations where possible. The frequency of transactions, the size of the bid-ask spread and the nature of the participants are some of the factors the Company uses to help determine whether a market is active and orderly or inactive and not orderly. Price quotes based upon transactions that are not orderly are not considered to be determinative of fair value and are given little, if any, weight in measuring fair value. If quoted market prices are not available, fair value is based upon internally developed valuation techniques that use, where possible, current market-based or independently sourced market parameters, such as interest rates, credit spreads, housing value forecasts, etc. Items valued using such internally generated valuation techniques are classified according to the lowest level input or value driver that is significant to the valuation. Thus, an item may be classified in Level 3 even though there may be some significant inputs that are readily observable. F-21 The following section describes the valuation methodologies used by the Company to measure various financial instruments at fair value, including an indication of the level in the fair-value hierarchy in which each instrument is generally classified: Securities—trading and available-for-sale. Trading securities are recorded at fair value. Available-for-sale securities are recorded at fair value and consist of residential mortgage-backed securities (“RMBS”) issued by U.S. government-backed or government-sponsored enterprises including Fannie Mae, Freddie Mac and Ginnie Mae (“agency”), RMBS issued by non-agencies, municipal securities as well as other Non-RMBS securities. Fair value for agency securities and municipal securities are generally based on quoted market prices of similar securities used to form a dealer quote or a pricing matrix. There continues to be significant illiquidity in the market for RMBS issued by non-agencies, impacting the availability and reliability of transparent pricing. As orderly quoted market prices are not available, the Level 3 fair values for these securities are determined by the Company utilizing industry-standard tools to calculate the net present value of the expected cash flows available to the securities from the underlying mortgage assets. The Company computes Level 3 fair values for each non-agency RMBS in the same manner (as described below) whether available-for-sale or held-to-maturity. To determine the performance of the underlying mortgage loan pools, the Company estimates prepayments, defaults, and loss severities based on a number of macroeconomic factors, including housing price changes, unemployment rates, interest rates and borrower attributes such as credit score and loan documentation at the time of origination. The Company inputs for each security a projection of monthly default rates, loss severity rates and voluntary prepayment rates for the underlying mortgages for the remaining life of the security to determine the expected cash flows. The projections of default rates are derived by the Company from the historic default rate observed in the pool of loans collateralizing the security, increased by and decreased by the forecasted increase or decrease in the national unemployment rate. The projections of loss severity rates are derived by the Company from the historic loss severity rate observed in the pool of loans, increased by or decreased by the forecasted increase or decrease in the national home price appreciation (“HPA”) index. The largest factors influencing the Company’s modeling of the monthly default rate are unemployment and HPA, as a strong correlation exists. The most updated unemployment rate reported in June 2020 was 11.1%. Consensus estimates for unemployment are that the rate will begin to decrease. The Company agrees with consensus estimates and thus is projecting lower monthly default rates. The Company projects that severities will continue to improve as HPA improves. To determine the discount rates used to compute the present value of the expected cash flows for these non-agency RMBS securities, the Company separates the securities by the borrower characteristics in the underlying pool. Specifically, “prime” securities generally have borrowers with higher FICO scores and better documentation of income. “Alt-A” securities generally have borrowers with a lower FICO and less documentation of income. “Pay-option ARMs” are Alt-A securities with borrowers that tend to pay the least amount of principal (or increase their loan balance through negative amortization). The Company calculates separate discount rates for prime, Alt-A and Pay-option ARM non-agency RMBS securities using market-participant assumptions for risk, capital and return on equity. The range of annual default rates used in the Company’s projections at June 30, 2020 are from 0.5% up to 4.5%. The range of loss severity rates applied to each default used in the Company’s projections at June 30, 2020 are from 35.0% up to 68.4% based upon individual bond historical performance. The default rates and the severities are projected for every non-agency RMBS security held by the Company and will vary monthly based upon the actual performance of the security and the macroeconomic factors discussed above. Based upon the actual performance of the underlying collateral, the securities’ credit enhancement will be impacted. The range of existing credit enhancement is from 0.1% to 89.7%, with a weighted average credit enhancement 24.1%. The Company applies its discount rates to the projected monthly cash flows, which already reflect the full impact of all forecasted losses using the assumptions described above. When calculating present value of the expected cash flows at June 30, 2020, the Company computed its discount rates as a spread between 288 and 943 basis points over the LIBOR Index using the LIBOR forward curve. The Bank’s estimate of fair value for non-agency securities using Level 3 pricing is highly subjective and is based on the Bank’s estimate of voluntary prepayments, default rates, severities and discount margins, which are forecasted monthly over the remaining life of each security. Changes in one or more of these assumptions can cause a significant change in the estimated fair value. For further details see the table later in this note that summarizes quantitative information about level 3 fair value measurements. Loans Held for Sale. Loans held for sale at fair value are primarily single-family residential loans. The fair value of residential loans held for sale is determined by pricing for comparable assets or by existing forward sales commitment prices with investors. F-22 Impaired Loans and Leases. The fair value of an impaired loan or lease is determined based on an observable market price or current appraised value of the underlying collateral. The fair value of impaired loans and leases with specific write-offs or allocations of the allowance for loan and lease losses are generally based on recent real estate appraisals or internal valuation analyses consistent with the methodology used in real estate appraisals and include other third-party valuations and analysis of cash flows. These appraisals and analyses are updated at least on an annual basis. The Company primarily obtains real estate appraisals and in the rare cases where an appraisal cannot be obtained, the Company performs an internal valuation analysis. These appraisals and analyses may utilize a single valuation approach or a combination of approaches including comparable sales and income approaches. The sales comparison approach uses at least three recent similar property sales to help determine the fair value of the property being appraised. The income approach is calculated by taking the net operating income generated by the collateral property of the rent collected and dividing it by an assumed capitalization rate. Adjustments are routinely made in the process by the appraisers to account for differences between the comparable sales and income data available. When measuring the fair value of the impaired loan or lease based upon the projected sale of the underlying collateral, the Company subtracts the costs expected to be incurred for the transfer of the underlying collateral, which includes items such as sales commissions, delinquent taxes and insurance premiums. These adjustments to the estimated fair value of nonaccrual loans and leases may result in increases or decreases to the provision for loan and lease losses recorded in current earnings. Such adjustments are typically significant and result in a Level 3 classification for the inputs for determining fair value. Other Real Estate Owned and Repossessed Vehicles. Fair values are generally based on third party appraisals of the property, resulting in a Level 3 classification. In cases where the carrying amount exceeds the fair value, less costs to sell, an impairment loss is recognized. Mortgage Servicing Rights. Fair value is derived from market-driven valuation changes as well as modeled amortization involving the run-off of value that occurs due to the passage of time as individual loans are paid by borrowers. Market expectations about loan duration, and correspondingly the expected term of future servicing cash flows, may vary from time to time due to changes in expected prepayment activity, especially when interest rates rise or fall. Market expectations of increased loan prepayment speeds may negatively impact the fair value of the single family MSRs. Fair value is also dependent on the discount rate used in calculating present value, which is input from observable market activity, market participants, and results in Level 3 classification. Management reviews and adjusts the discount rate on an ongoing basis. An increase in the discount rate would reduce the estimated fair value of the MSRs asset. Mortgage Banking Derivatives. The fair value of interest rate locks is estimated based on changes in to be announced (“TBA”) values which are based upon mortgage interest rates from the date the interest on the loan is locked, adjusted for items such as estimated fallout and costs to originate the loan. The fair value of forward sale commitments is based upon prices in active secondary markets for identical securities or based on quoted market prices of similar assets used to form a dealer quote or a pricing matrix. If no such quoted price exists, the fair value of a commitment is determined by quoted prices for a similar commitment or commitments, adjusted for the specific attributes of each commitment. F-23 The following table sets forth the Company’s financial assets and liabilities measured at fair value on a recurring basis. Assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement: (Dollars in thousands) ASSETS: Securities—Trading: Municipal Securities—Available-for-Sale: Agency Debt1 Agency RMBS1 Non-Agency RMBS2 Municipal Asset-backed securities and structured notes Total—Securities—Available-for-Sale Loans Held for Sale Mortgage servicing rights Other assets—Derivative instruments LIABILITIES: Other liabilities—Derivative instruments (Dollars in thousands) ASSETS: Securities—Available-for-Sale: Agency Debt1 Agency RMBS1 Non-Agency RMBS2 Municipal Asset-backed securities and structured notes Total—Securities—Available-for-Sale Loans Held for Sale Mortgage servicing rights Other assets—Derivative Instruments LIABILITIES: Other liabilities—Derivative instruments $ $ $ $ $ $ $ $ $ $ $ $ $ June 30, 2020 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total — $ — $ — — — — — $ — $ — $ — $ — $ 105 1,799 16,826 — 10,400 140,270 169,295 51,995 $ $ $ $ — $ — $ — $ — $ — $ — 18,332 — — 18,332 $ — $ 10,675 9,131 1,715 $ $ $ June 30, 2019 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total — — $ — — — — $ — $ — $ — $ — $ 1,685 9,586 $ — 21,162 182,055 214,488 33,260 $ $ — $ — $ — $ — — $ 13,025 — — 13,025 $ — $ 9,784 1,978 732 $ $ $ 105 1,799 16,826 18,332 10,400 140,270 187,627 51,995 10,675 9,131 1,715 1,685 9,586 13,025 21,162 182,055 227,513 33,260 9,784 1,978 732 Includes securities guaranteed by Ginnie Mae, a U.S. government agency, and the government sponsored enterprises Fannie Mae and Freddie Mac. 1 2 Private sponsors of securities collateralized primarily by pools of 1-4 family residential first mortgages. Primarily super senior securities secured by Alt-A or pay-option ARM mortgages. F-24 The following table presents additional information about assets measured at fair value on a recurring basis and for which the Company has utilized Level 3 inputs to determine fair value: (Dollars in thousands) Assets: Opening Balance Transfers into Level 3 Transfers out of Level 3 Total gains or losses for the period: Included in earnings—Mortgage banking income Included in other comprehensive income Purchases, issues, sales and settlements: Purchases Issues Sales Settlements Other-than-temporary impairment Closing balance Change in unrealized gains or losses for the period included in earnings for assets held at the end of the reporting period (Dollars in thousands) Assets: Opening Balance Transfers into Level 3 Transfers out of Level 3 Total gains or losses for the period: Included in earnings—Sale of securities Included in earnings—Fair value gain(loss) on trading securities Included in earnings—Mortgage banking income Included in other comprehensive income Purchases, issues, sales and settlements: Purchases Issues Sales Settlements Other-than-temporary impairment Closing balance Change in unrealized gains or losses for the period included in earnings for assets held at the end of the reporting period Year Ended June 30, 2020 Securities- Available-for- Sale: Non- Agency RMBS Mortgage Servicing Rights1 Derivative Instruments, net Total $ 13,025 $ 9,784 $ 1,246 $ 24,055 — — — 617 7,000 — — (2,310) — — — (5,806) — 6,697 — — — — — — 6,170 — — — — — — 18,332 $ 10,675 $ 7,416 $ — — 364 617 13,697 — — (2,310) — 36,423 — $ (5,806) $ 6,170 $ 364 $ $ Year Ended June 30, 2019 Securities- Available-for- Sale: Non- Agency RMBS Mortgage Servicing Rights1 Derivative Instruments, net Total $ $ $ $ 17,443 — — (133) — — 766 — — (2,058) (2,172) (821) $ 10,752 — — — — (3,362) — 2,394 — — — — $ 953 — — — — 293 — — — — — — 13,025 $ 9,784 $ 1,246 $ 29,148 — — (133) — (3,069) 766 2,394 — (2,058) (2,172) (821) 24,055 (133) $ (3,362) $ 293 $ (3,202) 1 Additions to mortgage servicing rights were retained upon sale of loans held for sale. F-25 The table below summarizes the quantitative information about Level 3 fair value measurements as of the dates indicated: (Dollars in thousands) Fair Value Valuation Technique Unobservable Inputs Range (Weighted Average) June 30, 2020 Securities – Non-agency RMBS Mortgage Servicing Rights Derivative Instruments (Dollars in thousands) Securities – Non-agency RMBS Mortgage Servicing Rights Derivative Instruments $ $ $ $ $ $ 18,332 Discounted Cash Flow 10,675 Discounted Cash Flow 7,416 Sales Comparison Approach Projected Constant Prepayment Rate, Projected Constant Default Rate, Projected Loss Severity, Discount Rate over LIBOR Projected Constant Prepayment Rate, Life (in years), Discount Rate Projected Sales Profit of Underlying Loans 2.5 to 47.9% (26.1%) 0.5 to 4.5% (2.0%) 35.0 to 68.4% (50.1%) 2.9 to 9.4% (5.0%) 4.7 to 39.6% (11.4%) 1.6 to 7.7 (6.2) 9.5 to 14.0% (9.8%) -0.3 to 0.8% (0.2%) June 30, 2019 Fair Value Valuation Technique Unobservable Inputs Range (Weighted Average) 13,025 Discounted Cash Flow 9,784 Discounted Cash Flow 1,246 Sales Comparison Approach Projected Constant Prepayment Rate, Projected Constant Default Rate, Projected Loss Severity, Discount Rate over LIBOR Projected Constant Prepayment Rate, Life (in years), Discount Rate Projected Sales Profit of Underlying Loans 2.9 to 32.5% (10.0%) 1.5 to 10.2% (4.4%) 40.0 to 68.3% (59.4%) 2.7 to 6.9% (4.1%) 4.7 to 33.7% (10.1%) 1.9 to 8.8 (6.4) 9.5 to 13.0% (9.8%) 0.4 to 0.8% (0.6%) The significant unobservable inputs used in the fair value measurement of the Company’s residential mortgage-backed securities are projected prepayment rates, probability of default, and projected loss severity in the event of default. Significant increases (decreases) in any of those inputs in isolation would result in a significantly lower (higher) fair value measurement. Generally, a change in the assumption used for the probability of default is accompanied by a directionally similar change in the assumption used for the projected loss severity and a directionally opposite change in the assumption used for projected prepayment rates. F-26 The table below summarizes the fair value of assets measured for impairment on a non-recurring basis: (Dollars in thousands) Impaired loans and leases: Single family real estate secured: Mortgage Multifamily real estate secured Commercial real estate secured Auto and RV secured Commercial & Industrial Other Total Other real estate owned and foreclosed assets: Single family real estate Autos and RVs Total (Dollars in thousands) Impaired loans and leases: Single family real estate secured: Mortgage Multifamily real estate secured Auto and RV secured Other Total Other real estate owned and foreclosed assets: Single family real estate Autos and RVs Total June 30, 2020 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Balance $ $ $ $ — $ — — — — — — $ — $ — — $ — $ — — — — — — $ — $ — — $ 84,030 530 2,895 202 213 71 87,941 6,114 294 6,408 June 30, 2019 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) $ $ $ $ — $ — — — — $ — $ — — $ — $ — — — — $ — $ — — $ 46,005 2,108 115 216 48,444 7,449 36 7,485 $ $ $ $ $ $ $ $ 84,030 530 2,895 202 213 71 87,941 6,114 294 6,408 Balance 46,005 2,108 115 216 48,444 7,449 36 7,485 Impaired loans and leases measured for impairment on a non-recurring basis using the fair value of the collateral for collateral-dependent loans have a carrying amount of $87.9 million at June 30, 2020 and life to date charge-offs of $7.2 million. Impaired loans had a related allowance of $0.6 million at June 30, 2020. At June 30, 2019, such impaired loans had a carrying amount of $48.4 million and life to date charge-offs of $3.5 million, and a related allowance of $0.4 million. Other real estate owned and foreclosed assets, which are measured at the lower of carrying value or fair value less costs to sell, had a net carrying amount of $6.4 million after charge-offs of $1.4 million at June 30, 2020. Our other real estate owned and foreclosed assets had a net carrying amount was $7.5 million after charge-offs of $1.0 million during the year ended June 30, 2019. The aggregate fair value, contractual balance (including accrued interest), and unrealized gain for loans held for sale was as follows: (Dollars in thousands) Aggregate fair value Contractual balance Unrealized gain 2020 51,995 49,700 2,295 $ $ At June 30, 2019 33,260 32,342 918 $ $ 2018 35,077 34,415 662 $ $ F-27 The total amount of gains and losses from changes in fair value included in earnings for the period indicated below for loans held for sale were: (Dollars in thousands) Interest income Change in fair value Total 2020 1,113 7,531 8,644 $ $ $ $ At June 30, 2019 1,006 544 1,550 $ $ 2018 903 181 1,084 The following table presents quantitative information about Level 3 fair value measurements for financial instruments measured at fair value on a non-recurring basis at the periods indicated: (Dollars in thousands) Fair Value Valuation Technique Unobservable Input Range (Weighted Average)1 June 30, 2020 Impaired loans and leases: Single family real estate secured: Single family real estate secured: Mortgage Multifamily real estate secured Commercial real estate secured Auto and RV secured Commercial & Industrial Other $ $ $ $ $ $ 84,030 Sales comparison approach Adjustment for differences between the comparable sales -15.3 to 10.9% (-0.9%) 530 Sales comparison approach and income approach 2,895 Sales comparison approach and income approach Adjustment for differences between the comparable sales and adjustments for differences in net operating income expectations, capitalization rate Adjustment for differences between the comparable sales and adjustments for differences in net operating income expectations, capitalization rate 202 Sales comparison approach Adjustment for differences between the comparable sales 213 Discounted cash flow Discount Rate 71 Discounted cash flow Projected Constant Prepayment Rate, Projected Constant Default Rate, Projected Loss Severity, Discount Rate 15.0 to 15.0% (15.0%) 1.5 to 1.8% (1.6%) -63.2 to 22.0% (-20.9%) -100 to 0.0% (-50.0%) 0.0 to 0.0% (0.0%) 0.0 to 10.0% (5.0%) 100.0 to 100.0% (100.0%) -1.2 to 1.2% (0.0%) Other real estate owned and foreclosed assets: Other real estate owned and foreclosed assets: Single family real estate Autos and RVs $ $ 6,114 294 Sales comparison approach Sales comparison approach Adjustment for differences between the comparable sales Adjustment for differences between the comparable sales 18.7 to 18.7% (18.7%) -24.6 TO 44.2% (2.8%) 1 For impaired loans and other real estate owned the ranges shown may vary positively or negatively based on the comparable sales reported in the current appraisal. In certain instances, the range can be significant due to small sample sizes and in some cases the property being valued having limited comparable sales with similar characteristics at the time the current appraisal is conducted. F-28 (Dollars in thousands) Fair Value Valuation Technique Unobservable Input Range (Weighted Average)1 June 30, 2019 Impaired loans and leases: Single family real estate secured: Mortgage Multifamily real estate secured Auto and RV secured Other Other real estate owned and foreclosed assets: Single family real estate Autos and RVs $ $ $ $ $ $ 46,005 Sales comparison approach Adjustment for differences between the comparable sales -83.2 to 80.0% (-2.0%) 2,108 Sales comparison approach and income approach Adjustment for differences between the comparable sales and adjustments for differences in net operating income expectations, capitalization rate -87.9 to 102.7% (-0.1%) 115 Sales comparison approach Adjustment for differences between the comparable sales -49.0 to 24.0% (2.6%) 216 Discounted cash flow Projected Constant Prepayment Rate, Projected Constant Default Rate, Projected Loss Severity, Discount Rate 0.0 to 0.0% (0.0%) 0.0 to 10.0% (5.0%) 100.0 to 100.0% (100.0%) -2.2 to 1.1% (-0.6%) 7,449 36 Sales comparison approach Sales comparison approach Adjustment for differences between the comparable sales Adjustment for differences between the comparable sales -46.3 to 53.0% (5.3%) -13.6 to 56.3% (8.0%) 1 For impaired loans and other real estate owned the ranges shown may vary positively or negatively based on the comparable sales reported in the current appraisal. In certain instances, the range can be significant due to small sample sizes and in some cases the property being valued having limited comparable sales with similar characteristics at the time the current appraisal is conducted. F-29 FAIR VALUE OF FINANCIAL INSTRUMENTS The carrying amount and estimated fair values of financial instruments at year-end were as follows: (Dollars in thousands) Financial assets: June 30, 2020 Carrying Amount Level 1 Level 2 Level 3 Total Fair Value Cash, cash equivalents, cash segregated, and federal funds sold $ 1,950,519 $ 1,950,519 $ — $ — $ 1,950,519 Securities trading Securities available-for-sale Loans held for sale, at fair value Loans held for sale, at lower of cost or fair value Loans and leases held for investment—net Securities borrowed Customer, broker-dealer and clearing receivables Mortgage servicing rights Financial liabilities: Total deposits Advances from the Federal Home Loan Bank Borrowings, subordinated notes and debentures Securities loaned Customer, broker-dealer and clearing payables 105 187,627 51,995 44,565 10,631,349 222,368 220,266 10,675 11,336,694 242,500 235,789 255,945 347,614 — — — — — — — — — — — — — 105 169,295 51,995 — — — — — 11,088,447 254,114 234,445 — 18,332 — 44,625 105 187,627 51,995 44,625 11,138,255 11,138,255 222,613 220,464 10,675 — — — 222,613 220,464 10,675 11,088,447 254,114 234,445 256,790 347,614 — — 256,790 347,614 June 30, 2019 (Dollars in thousands) Financial assets: Carrying Amount Level 1 Level 2 Level 3 Total Fair Value Cash, cash equivalents, cash segregated, and federal funds sold $ 857,368 $ 857,368 $ — $ — $ 857,368 Securities available-for-sale Loans held for sale, at fair value Loans held for sale, at lower of cost or fair value Loans and leases held for investment—net Securities borrowed Customer, broker-dealer and clearing receivables Mortgage servicing rights Financial liabilities: Total deposits Advances from the Federal Home Loan Bank Borrowings, subordinated notes and debentures Securities loaned Customer, broker-dealer and clearing payables 227,513 33,260 4,800 9,382,124 144,706 203,192 9,784 8,983,173 458,500 168,929 198,356 238,604 — — — — — — — — — — — — 214,488 33,260 — — — — — 8,758,861 461,156 169,212 13,025 — 4,990 227,513 33,260 4,990 9,630,061 9,630,061 144,720 203,355 9,784 — — — 144,720 203,355 9,784 8,758,861 461,156 169,212 198,197 229,987 — — 198,197 229,987 The methods and assumptions, not previously presented, used to estimate fair value are described as follows: Carrying amount is the estimated fair value for cash and cash equivalents, interest bearing deposits, accrued interest receivable and payable, demand deposits, short-term debt, and variable rate loans and leases or deposits that reprice frequently and fully. For fixed rate loans and leases, deposits, borrowings or subordinated debt and for variable rate loans and leases, deposits, borrowings or subordinated debt with infrequent repricing or repricing limits, fair value is based on discounted cash flows using current market rates applied to the estimated life and credit risk. A discussion of the methods of valuing trading securities, available for sale securities and loans held for sale can be found earlier in this footnote. The carrying amount of stock of regulatory agencies approximates the estimated fair value of this investment. The fair value of off-balance sheet items is not considered material. F-30 5. SECURITIES The amortized cost, carrying amount and fair value for the securities available-for-sale for the following periods were: (Dollars in thousands) Mortgage-backed securities (RMBS): Agencies1 Non-agency2 Total mortgage-backed securities Non-RMBS: Agencies1 Municipal Asset-backed securities and structured notes Total Non-RMBS Total debt securities (Dollars in thousands) Mortgage-backed securities (RMBS): Agencies1 Non-agency2 Total mortgage-backed securities Non-RMBS: Agencies1 Municipal Asset-backed securities and structured notes Total Non-RMBS Total debt securities Trading Fair Value June 30, 2020 Available-for-sale Amortized Cost Unrealized Gains Unrealized Losses Fair Value $ — $ 16,192 $ 634 $ — $ 16,826 — — — 18,180 34,372 1,799 105 10,550 — 141,338 1,024 1,658 (872) (872) 18,332 35,158 — 44 1 1,799 — (194) (1,069) (1,263) 152,469 (2,135) $ 187,627 10,400 140,270 105 105 153,687 $ 188,059 $ 45 1,703 $ $ June 30, 2019 Available-for-sale Amortized Cost Unrealized Gains Unrealized Losses Fair Value $ 9,486 $ 13,489 22,975 1,682 21,974 179,976 203,632 179 226 405 3 16 2,088 2,107 $ 226,607 $ 2,512 $ $ (79) $ (690) (769) 9,586 13,025 22,611 — (828) (9) (837) (1,606) $ 1,685 21,162 182,055 204,902 227,513 1 Includes 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 pools of 1-4 family residential first mortgages. Primarily super senior securities secured by prime, Alt- A or pay-option ARM mortgages. The Company’s non-agency RMBS available-for-sale portfolio with a total fair value of $18.3 million at June 30, 2020 consists of fifteen different issues of super senior securities. Debt securities with evidence of credit quality deterioration since issuance and for which it is probable at purchase that the Company will be unable to collect all of the par value of the security are accounted for under ASC Topic 310-30, Loans and Debt Securities Acquired with Deteriorated Credit Quality (“ASC Topic 310-30”). Under ASC Topic 310-30, the excess of cash flows expected at acquisition over the purchase price is referred to as the accretable yield and is recognized in interest income over the remaining life of the security. The face amounts of debt securities available-for-sale that were pledged to secure borrowings at June 30, 2020 and 2019 were $3.5 million and $3.6 million respectively. F-31 The securities with unrealized losses, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position were as follows: June 30, 2020 Available-for-sale securities in loss position for More Than 12 Months Less Than 12 Months Total Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses (Dollars in thousands) RMBS: Agencies Non-agency Total RMBS securities Non-RMBS: Municipal debt Asset-backed securities and structured notes Total Non-RMBS Total debt securities $ $ 85 — 85 — — $ — — — 139,883 139,883 $ 139,968 $ (1,069) (1,069) (1,069) $ 6,978 6,978 2,002 — 2,002 8,980 $ — $ — $ (872) (872) $ 85 6,978 7,063 — (872) (872) (194) 2,002 (194) — (194) (1,066) $ 139,883 141,885 148,948 $ (1,069) (1,263) (2,135) June 30, 2019 Available-for-sale securities in loss position for More Than 12 Months Less Than 12 Months Total Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses $ $ 44 32 76 — 101 101 177 $ $ (2) $ (1) (3) $ 4,612 8,527 13,139 (77) $ (689) (766) $ 4,656 8,559 13,215 (79) (690) (769) — 12,997 (828) 12,997 (828) (1) (1) (4) $ 1,779 14,776 27,915 $ (8) (836) (1,602) $ 1,880 14,877 28,092 $ (9) (837) (1,606) (Dollars in thousands) RMBS: Agencies Non-agency Total RMBS securities Non-RMBS: Municipal debt Asset-backed securities and structured notes Total Non-RMBS Total debt securities There were ten securities that were in a continuous loss position at June 30, 2020 for a period of more than 12 months. There were four securities that were in a continuous loss position at June 30, 2020 for a period of less than 12 months. There were twenty-one securities that were in a continuous loss position at June 30, 2019 for a period of more than 12 months. There were three securities that were in a continuous loss position at June 30, 2019 for a period of less than 12 months. F-32 The following table summarizes amounts of anticipated credit loss recognized in the income statement through other- than-temporary impairment charges, which reduced non-interest income: (Dollars in thousands) Beginning balance Additions for the amounts related to the credit loss for which an other-than- temporary impairment was not previously recognized Increases to the amount related to the credit loss for which other-than-temporary impairment was previously recognized Credit losses realized for securities sold Ending balance 2020 At June 30, 2019 2018 $ (821) $ — $ (15,528) — — — (821) $ (821) — — (821) (7) (149) 15,684 — $ Cumulative credit loss of $0.2 million was recognized in earnings during fiscal 2018 and other-than-temporary impairment of $0.8 million was recognized in earnings during fiscal 2019. No other-than-temporary impairment was recognized in earnings during fiscal 2020. During the fiscal year ended June 30, 2020, there were no sales of securities. During the fiscal year ended June 30, 2019, the company sold six available-for-sale securities with a carrying value of $15.1 million resulting in a $0.7 million gain. The gross gains and losses realized through earnings upon the sale of available-for-sale securities were as follows: (Dollars in thousands) Proceeds Gross realized gains Gross realized loss Net gain on securities 2020 At June 30, 2019 2018 $ $ $ — $ — $ — — $ 15,863 842 (133) 709 $ $ $ 44,013 1,269 (1,569) (300) The Company records unrealized gains and unrealized losses in accumulated other comprehensive loss as follows: (Dollars in thousands) Available-for-sale debt securities—net unrealized gains Available-for-sale debt securities—non-credit related Subtotal Tax (provision) benefit Net unrealized gain (loss) on investment securities in accumulated other comprehensive loss At June 30, 2020 2019 $ $ (432) $ (845) (1,277) 340 (937) $ 905 (845) 60 (44) 16 F-33 6. LOANS, LEASES & ALLOWANCE FOR LOAN AND LEASE LOSSES For the Company’s single family, commercial and multifamily loans, the allowance for loan and lease losses methodology takes into consideration the risk that the original borrower information may have adversely changed in two ways. First, in calculating the quantitative factor for the Company’s general loan and lease loss allowance, the actual loss experience is tracked and stratified by original LTV and year of origination. As a result, the Company uses relatively higher loss rates across the LTV bands for loans originated and purchased in years 2005 through 2008 compared to the same LTV ranges for loans originated before 2005 or after 2008. Second, the Company uses a number of qualitative factors to reflect additional risk. One qualitative loss factor is real estate valuation risk which is applied to each LTV band primarily based upon the year the real estate loan was originated or purchased. Based upon price appreciation indices, multifamily property values in years 2005 through 2008 experienced significant declines. As a result, the Company applies a relatively higher qualitative loss factor rate across the LTV bands for loans originated and purchased in years 2005 through 2008 compared to the same LTV ranges for loans originated or purchased before 2005 or after 2008. For the Company’s home equity loans, the allowance methodology takes into consideration the risk that the original borrower information may have adversely changed in two ways. First, in calculating the quantitative factor for the Company’s general loan loss allowance, the actual loss experience is tracked and stratified by original combined LTV (“CLTV”) of the first and second liens. As a result, the Company allocates higher loss rates in proportion to the greater the CLTV. Second, the Company uses a number of qualitative factors to reflect additional risk. The Company does not have any individual purchased home equity loans in its portfolio and given the limited time frame under which the Company originated home equity loans, 2006-2009, no additional risk allocation is used. For the Company’s single family – warehouse lines, the allowance methodology takes into consideration the structure of these loans, as they remain in the portfolio for a short period (usually less than a month) and have higher credit protection allocated compared to traditional single family originations. A matrix was created to reflect most current operating levels of capital and line usage, which calculates a loss rating to assign to each originator. For the Company’s factoring loans, the allowance methodology takes into consideration the credit quality of the insurance company or state. The Company obtains credit ratings for these entities through agencies such as A.M. Best and allocates an allowance allocation based on these ratings. For the Company’s unsecured lending portfolio, the allowance methodology takes into consideration the credit and financial position of the borrower at time of origination. The Company obtains grades for each borrower based on financial and credit criteria and allocates an allowance allocation based on these ratings. For the Company’s C&I leveraged loans, equipment finance leases and bridge loans, the allowance methodology incorporates a loan level grading system, which generally aligns with the credit rating. Industry loss rates are applied to determine the loss allowance for each of these loans based upon their internal grading. The credit rating incorporates multiple borrower attributes including, but not limited to, underlying collateral and pledged assets, income generated by the property or assets, borrower’s liquidity and access to liquid funds, strength of the borrower’s industry, stability of the borrower’s market, the size of the company, collateral diversity, facility exit strategies and borrower guarantees. Equipment direct finance leases are derecognized from the balance sheet and the net investment in the lease is recorded. This net investment is the sum of the present value of future lease payments and any unguaranteed residual value. Interest income is recorded using the effective interest rate of the lease. For the Company’s automobile (“auto”) and recreational vehicle (“RV”) loan portfolio, the allowance methodology takes into consideration potential adverse changes to the borrower’s financial condition since time of origination. The general loan loss reserves for auto and RV are stratified based upon borrower FICO scores. First, to account for potential deterioration of borrower’s credit history since time of origination, due to downturn in the economy or other factors, the Company uses the origination FICO scores to drive the allowance on a semi-annual basis. The Company believes that current borrower credit history is a better predictor of potential loss than that was used at time of origination. Second, the Company uses qualitative factors such as; changes in the economy, volume, and changes in the underlying collateral to capture additional risk when finalizing its calculation of the allowance for loan and lease losses. Loan and lease segment risk characteristics. The Company considers its loan and lease classes to be the same as its loan and lease segments. The following are loan and lease segment risk characteristics of the Company’s loan and lease portfolio: Single family mortgage secured. The Company originates both fixed-rate and adjustable-rate loans secured by one-to-four family residences located in the U.S. The Company’s lending policies generally limit the maximum LTV ratio on one-to-four family loans to 80% of the lesser of the appraised value or the purchase price, plus pledged collateral. Terms of maturity typically range from 15 to 30 years. The Company attempts to mitigate residential lending risks by adhering to its underwriting policies in evaluating the collateral and the credit-worthiness of the borrower. The Company also originates home equity lines of credit and second mortgage loans. Home equity lines of credit and second mortgage loans have a greater credit risk than one-to-four family residential mortgage loans because they are secured by mortgages subordinated to the existing first mortgage on the property, which may or may not be F-34 held by the Company. The Company attempts to mitigate residential lending risks by adhering to its underwriting policies in evaluating the collateral and the credit-worthiness of the borrower. Warehouse. Single family warehouse loans consist of short-term, secured advances to mortgage bankers on a revolving basis. These facilities enable the mortgage originators to close loans in their own names and temporarily finance inventories of closed mortgage loans until they can be sold to an approved investor. The Company attempts to mitigate residential lending risks by adhering to its underwriting policies in evaluating the collateral and the credit-worthiness of the borrower. Mortgage loans aged on a mortgage banking customer’s line longer than 60 days are investigated by the Bank, which can require the borrower to buy the loan out of the line. Financing. Commercial specialty and lender finance loans secured by single family real estate are originated to businesses secured by first liens on single family mortgage loans. These loans are generally collateralized by single family mortgage loans that are secured by first liens on single family real estate. The Company attempts to mitigate residential lending risks by adhering to its underwriting policies in evaluating the collateral and the credit-worthiness of the borrower. Multifamily. The Company originates loans secured by multifamily real estate (more than four units). These loans involve a greater degree of risk than one-to-four family residential mortgage loans as these loans are usually greater in amount, dependent on the cash flow capacity of the project, and may be more difficult to evaluate and monitor. Repayment of loans secured by multifamily properties frequently depends on the successful operation and management of the properties. Consequently, repayment of such loans may be affected by adverse conditions in the real estate market or economy. The Company attempts to mitigate these risks by monitoring the LTV and minimum debt service coverage ratios, in addition to thoroughly evaluating the global financial condition of the borrower, the management experience of the borrower, and the quality of the collateral property securing the loan. Commercial real estate. The Company originates loans across the U.S. secured by small commercial real estate properties. These are primarily cash flow loans that share characteristics of both real estate and commercial business loans. The primary source of repayment is frequently cash flow from the operation of the collateral property and secondarily through liquidation of the collateral. These loans are generally higher risk than other classifications of loans in that they typically involve higher loan amounts, are dependent on the management experience of the owners, and may be adversely affected by conditions in the real estate market or the economy. Owner-occupied commercial real estate loans are generally of lower credit risk than non-owner occupied commercial real estate loans as the borrowers’ businesses are likely dependent on the properties. Underwriting for these loans is primarily dependent on the repayment capacity derived from the operation of the occupying business rather than rents paid by third parties. The Company attempts to mitigate these risks by generally limiting the maximum LTV ratio to 65%-80%, depending on property type, and scrutinizing the financial condition of the borrower, the quality of the collateral and the management of the property securing the loan. Auto and RV. Auto and RV loans primarily consist of direct and indirect auto loans and legacy RV loans. These auto and RV loans were originated across the U.S. The collateral for these auto and RV loans is comprised of a mix of new and used autos and RVs. Auto and RV loans generally have shorter terms to maturity than mortgage loans. Auto and RV loans generally involve a greater degree of risk than do residential mortgage loans, particularly in the case of auto and RV loans, which are secured by rapidly depreciating and mobile assets. In such cases, any repossessed collateral for a defaulted auto and RV loan may not provide an adequate source of repayment of the outstanding loan balance as a result of the greater likelihood of damage, loss or depreciation. The Company attempts to mitigate these risks by adhering to its underwriting policies in evaluating the credit-worthiness of the borrower. Commercial and Industrial. Commercial and Industrial loans and leases are primarily made based on the operating cash flows of the borrower or conversion of working capital assets to cash and secondarily on the underlying collateral provided by the borrower. The cash flows of borrowers may be volatile and the value of the collateral securing these loans and leases may be difficult to measure. Most commercial and industrial loans and leases are secured by the assets being financed or other business assets such as accounts receivable or inventory and generally include personal guarantees based on a review of personal financial statements. Although commercial and industrial loans and leases are often collateralized by equipment, inventory, accounts receivable or other business assets, the liquidation of collateral in the event of a borrower default may be an insufficient source of repayment, because accounts receivable may be uncollectible and inventories and equipment may be obsolete or of limited use. Accordingly, the repayment of a commercial and Industrial loan or lease primarily depends on the credit-worthiness of the borrower and guarantors, while the liquidation of collateral is a secondary and potentially insufficient source of repayment. The Company attempts to mitigate these risks by adhering to its underwriting policies in evaluating the management of the business and the credit-worthiness of borrowers and guarantors. Other. The Company originates other loans, which include unsecured consumer loans, factoring, and other small balance business and consumer loans. Other consumer loans generally have shorter terms to maturity than mortgage loans. Other consumer loans generally involve a greater degree of risk than do residential mortgage loans, particularly in the case of consumer loans that are unsecured. In such cases, it is not possible to repossess collateral for a defaulted consumer loan and as such there may not exist an adequate source of repayment of the outstanding loan balance as a result of the absence of security. The Company attempts to mitigate these risks by adhering to its underwriting policies in evaluating the credit-worthiness of the borrower. Factoring loans are originated through the wholesale and retail purchase of state lottery prize and structured settlement annuities. These annuities are high credit F-35 quality deferred payment receivables having a state lottery commission or primarily highly rated insurance company payor. Purchases of state lottery prize or structured settlement annuities are governed by specific state statutes requiring judicial approval of each transaction. No transaction is funded before an order approving such transaction has been entered by a court of competent jurisdiction. The Company’s commission-based sales force originates contracts for the retail purchase of such payments from leads generated by the Company’s dedicated research department through the use of proprietary research techniques. The Company attempts to mitigate these risks by adhering to its underwriting policies in evaluating the credit-worthiness of the state or insurer. Federal Paycheck Protection Program (“PPP”) loans made by the Bank under the Federal Coronavirus Aid, Relief and Economic Security Act (“CARES”) Act are guaranteed by the Small Business Administration (“SBA”) and, if the loan funds are used by the borrower for specific purposes as provided under the PPP, may be fully or partially forgiven by the SBA at which time, the Bank will receive funds related to the PPP loan forgiveness directly from the SBA. Because of the underwriting policies and SBA guarantee, the Company does not expect any probable incurred credit losses and has provided a de minimis amount of allowance for loan and lease losses. The following table sets forth the composition of the loan and lease portfolio as of the dates indicated: (Dollars in thousands) Single family real estate secured: Mortgage Warehouse Financing1 Multifamily real estate secured - mortgage and financing Commercial real estate secured - mortgage Auto and RV secured Commercial & Industrial Other Total gross loans and leases Allowance for loan and lease losses Unaccreted premiums (discounts) and loan and lease fees Total net loans and leases At June 30, 2020 2019 $ $ $ 4,244,563 474,318 682,477 2,303,216 371,176 291,452 2,094,322 241,918 10,703,442 (75,807) 3,714 10,631,349 $ 4,281,080 301,999 518,560 1,948,513 326,154 290,894 1,662,629 119,481 9,449,310 (57,085) (10,101) 9,382,124 1 Single family real estate secured: Financing consists of commercial specialty and lender finance loans secured by single family real estate. The following table summarizes activity in the allowance for loan and lease losses for the periods indicated: (Dollars in thousands) Balance—beginning of period Provision for loan and lease loss Charged off Transfers to held for sale Recoveries Balance—end of period 2020 At June 30, 2019 2018 57,085 42,200 (25,833) — 2,355 75,807 $ $ 49,151 27,350 (19,663) (2,356) 2,603 57,085 $ $ 40,832 25,800 (15,979) (2,307) 805 49,151 $ $ Loans held for investment transferred to loans held for sale classification are carried at the lower of cost or fair value. At the time of transfer into the held for sale classification, any amount by which cost exceeds fair value is accounted for as a charge against the allowance for loan and lease losses, shown in the transfers to held for sale in the table above. F-36 The following table summarizes the composition of the impaired loans and leases: (Dollars in thousands) Nonaccrual loans and leases—90+ days past due plus other nonaccrual loans and leases Troubled debt restructured loans and leases—non-accrual Troubled debt restructured loans and leases—performing Total impaired loans and leases $ $ 2020 At June 30, 2019 2018 87,640 $ 47,821 $ 301 — 623 — 87,941 $ 48,444 $ 30,197 1,029 — 31,226 At June 30, 2020, the carrying value of impaired loans and leases is net of write offs of $7.2 million. At June 30, 2020, $87.9 million of impaired loans and leases had no specific allowance allocations. The average carrying value of impaired loans and leases was $60.6 million and $39.5 million for the fiscal years ended June 30, 2020 and 2019, respectively. The interest income recognized during the periods of impairment is insignificant for those loans and leases impaired at June 30, 2020 or 2019. At June 30, 2020 and 2019, there were no loans or leases still accruing past due 90 days or more, unless the Company received principal and interest from the servicer despite the borrower’s delinquency. Cash receipts for loans and leases impaired is recorded against principal. The Company considers the servicer’s recovery of such advances in evaluating whether such loans should continue to accrue. A loan or lease is considered impaired when, based on current information and events, it is probable that we will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan or lease agreement. Factors that we consider in determining impairment include payment status, collateral value, and the probability of collecting scheduled principal and interest payments when due. Loans or leases that experience insignificant payment delays and payment shortfalls generally are not classified as impaired. Impairment is measured on a loan-by-loan basis by either the present value of expected future cash flows discounted at the loan or lease’s effective interest rate or the fair value of the collateral if repayment of the loan or lease is expected from the sale of collateral. In the ordinary course of business, the Company has granted related party loans collateralized by real property to certain executive officers, directors and their affiliates. There was one refinanced related party loan in the amount of $1.3 million during the fiscal year ended June 30, 2019. During the fiscal year 2020, the Company originated five new related party loans in the amount of $8.5 million. Total principal payments on related party loans were $7.9 million and $0.5 million during the years ended June 30, 2020 and 2019, respectively. At June 30, 2020 and 2019, these loans amounted to $14.5 million and $13.3 million, respectively, and are included in loans held for investment. Interest earned on these loans was $0.2 million and $0.3 million during the years ended June 30, 2020 and 2019, respectively. The Company’s loan and lease portfolio consists of approximately 15.71% fixed interest rate loans and 84.29% adjustable interest rate loans as of June 30, 2020. The Company’s adjustable rate loans are generally based upon indices using U.S. Treasury rates, LIBOR and Eleventh District Cost of Funds. At June 30, 2020 and 2019, portfolio loans serviced by others were $49.4 million or 0.46% and $57.7 million or 0.61% respectively, of the loan portfolio. COVID-19 Impact. The Company is closely monitoring the rapid developments of and uncertainties caused by the COVID-19 pandemic. In response to the changes in economic and business conditions as a result of the COVID-19 pandemic, the Company has taken the following actions to support customers, employees, partners and shareholders. For our borrowers who are one or less payments past due on April 1, 2020, based on the Company’s application under the guidelines set forth in the CARES Act, the Company delayed payments for an agreed upon timeframe, depending on each individual borrower’s characteristics. As of June 30, 2020 the company granted forbearance on $95.8 million of loans, primarily single family residential secured loans. Additionally, the company provided deferrals for $28.2 million and $2.7 million of auto and unsecured consumer loans during the year. Lastly, the company provided one Commercial and industrial loan a period of three months of interest only payments. No other deferrals of payment obligations have been provided. There have been no loan modifications as a result of the COVID-19 pandemic as of June 30, 2020. These COVID-19 payment deferrals are not categorized as a TDR as the CARES Act allows the Bank to suspend the TDR requirements for certain short-term loan modifications. The extent to which these measures will impact the Bank is uncertain, and any progression of loans receiving COVID-19 payment deferrals into non-performing assets, during future periods is uncertain and will depend on future developments that cannot be predicted. Allowance for Loan and Lease Losses. The Company is committed to maintaining the allowance for loan and lease losses at a level that is considered to be commensurate with estimated probable incurred credit losses in the portfolio. Although the adequacy of the allowance is reviewed quarterly, management performs an ongoing assessment of the risks inherent in the portfolio. While the Company believes that the allowance for loan and lease losses is adequate at June 30, 2020, future additions to the allowance will be subject to continuing evaluation of estimated and known, as well as inherent, risks in the loan and lease portfolio. F-37 Allowance for Credit Loss Disclosures. The assessment of the adequacy of the Company’s allowance for loan and lease losses is based upon a number of quantitative and qualitative factors, including levels and trends of past due and nonaccrual loans, changes in the volume and mix of loans, collateral values and charge-off history. Based on historical performance, the Company divides the LTV analysis into two classes, separating purchased loans from the loans underwritten directly by the Company since mortgage loans originated by the Company experience lower estimated loss rates. The Company provides general loan loss reserves for its auto and RV loans based upon the borrower’s credit score at the time of origination and the Company’s loss experience to date. The Company obtains updated credit scores for its auto and RV borrowers approximately every six months. The updated credit score will result in a higher or lower general loan loss allowance depending on the change in borrowers’ FICO scores and the resulting shift in loan balances among the five FICO bands from which the Company measures and calculates its reserves. For the general loss reserve, the Company does not use individually updated credit scores or valuations for the real estate collateralizing its real estate loans. The allowance for loan and lease losses for the auto and RV loan portfolio at June 30, 2020 was determined by classifying each outstanding loan according to the original FICO score and providing loss rates. The Company provides general loan loss reserves for mortgage loans based upon the size and class of the mortgage loan and the LTV at date of origination. The allowance for each class is determined by dividing the outstanding unpaid balance for each loan by the LTV and applying a loss rate. The Company originates and purchases mortgage loans with terms that may include repayments that are less than the repayments for fully amortizing loans, including interest only loans, option adjustable-rate mortgages, and other loan types that permit payments that may be smaller than interest accruals. The Companies lending guidelines for interest-only loans are adjusted for the increased credit risk associated with these loans by requiring borrowers with such loans to borrow at LTVs that are lower than standard amortizing ARM loans and by calculating debt to income ratios for qualifying borrowers based upon a fully amortizing payment, not the interest only payment. The Company’s Credit Committee monitors and performs reviews of interest only loans. Adverse trends reflected in the Company’s delinquency statistics, grading and classification of interest only loans would be reported to management and the Board of Directors. As of June 30, 2020, the Company had $1,368.6 million of interest only loans and $1.1 million of option adjustable-rate mortgage loans. Through June 30, 2020, the net amount of deferred interest on these loan types was not material to the financial position or operating results of the Company. The Company’s commercial real estate secured portfolio consists of loans well collateralized by commercial real estate. The Company’s commercial and industrial portfolio primarily consists of real estate-backed and asset-backed loans and leases to businesses and non-bank lenders. The Company’s other portfolios consist of receivables factoring for businesses and consumers and other small balance business and consumer loans. The Company allocates its allowance for loan and lease losses for these asset types based on qualitative factors which consider various attributes captured in the credit rating, the value of the collateral and the financial position of the issuer of the receivables. F-38 The following tables summarize activity in the allowance for loan and lease losses by portfolio classes for the periods indicated: Single Family June 30, 2020 (Dollars in thousands) Balance at July 1, 2019 Provision for loan and lease loss Charge-offs Transfers to held for sale Recoveries Mortgage Warehouse Financing Multi- family real estate secured Commercial real estate secured Auto and RV secured Commercial & Industrial Other Total $ 21,295 $ 996 $ 5,331 $ 4,097 $ 1,044 $ 4,818 $ 17,515 $ 1,989 $ 57,085 2,682 (202) — 266 864 — — — (237) 2,102 — — — — — 119 412 — — — 2,309 (1,775) — 386 9,480 (4,132) — — 24,588 42,200 (19,724) (25,833) — 1,584 — 2,355 Balance at June 30, 2020 $ 24,041 $ 1,860 $ 5,094 $ 6,318 $ 1,456 $ 5,738 $ 22,863 $ 8,437 $ 75,807 Single Family June 30, 2019 (Dollars in thousands) Balance at July 1, 2018 Provision for loan and lease loss Charge-offs Transfers to held for sale Recoveries Mortgage Warehouse Financing Multi- family real estate secured Commercial real estate secured Auto and RV secured Commercial & Industrial Other Total $ 20,382 $ 523 $ 1,557 $ 5,010 $ 849 $ 3,178 $ 16,282 $ 1,370 $ 49,151 1,305 (799) — 407 473 — — — 3,774 (1,022) — — — — — 109 195 — — — 2,605 (1,156) — 191 2,382 (1,149) — — 17,638 27,350 (16,559) (19,663) (2,356) 1,896 (2,356) 2,603 Balance at June 30, 2019 $ 21,295 $ 996 $ 5,331 $ 4,097 $ 1,044 $ 4,818 $ 17,515 $ 1,989 $ 57,085 Single Family June 30, 2018 (Dollars in thousands) Mortgage Warehouse Financing Multi- family real estate secured Commercial real estate secured Auto and RV secured Commercial & Industrial Other Total Balance at July 1, 2017 $ 19,991 $ 590 $ 1,708 $ 4,638 $ 1,008 $ 2,379 $ 9,903 $ 615 $ 40,832 Provision for loan and lease loss Charge-offs Transfers to held for sale Recoveries 614 (272) — 49 (67) — — — 136 (287) — — 372 — — — (159) — — — 1,390 (803) — 212 6,379 17,135 25,800 — — — (14,617) (15,979) (2,307) (2,307) 544 805 Balance at June 30, 2018 $ 20,382 $ 523 $ 1,557 $ 5,010 $ 849 $ 3,178 $ 16,282 $ 1,370 $ 49,151 F-39 The following tables present our loans and leases evaluated individually for impairment by portfolio class for the periods indicated: June 30, 2020 Unpaid Principal Balance Principal Balance Adjustment1 Recorded Investment Accrued Interest/ Origination Fees Related Allocation of General Allowance Related Allocation of Specific Allowance Total $ $ 3,402 407 5,186 82,365 544 2,926 45 213 71 95,159 $ $ 1,241 250 5,186 496 14 31 — — — 7,218 $ $ 2,161 157 — 81,869 530 2,895 45 213 71 87,941 $ $ 191 7 573 1,559 4 38 1 — — 2,373 $ $ 2,352 164 573 83,428 534 2,933 46 213 71 90,314 $ $ 0.89% 0.07% 0.82% 0.02% 0.84% — $ — — 606 — 4 5 11 7 633 0.01% $ — — — — — — — — — — —% June 30, 2019 Unpaid Principal Balance Principal Balance Adjustment1 Recorded Investment Accrued Interest/ Origination Fees Related Allocation of General Allowance Related Allocation of Specific Total $ 7,111 326 $ 2,917 221 $ 4,194 105 $ $ 255 4 4,449 109 $ — $ — — (Dollars in thousands) With no related allowance recorded: Single family real estate secured: Mortgage Auto and RV secured Other With an allowance recorded: Single family real estate secured: Mortgage Multifamily real estate secured Commercial real estate secured Auto and RV secured Commercial & Industrial Other Total As a % of total gross loans and leases (Dollars in thousands) With no related allowance recorded: Single family real estate secured: Mortgage Auto and RV secured With an allowance recorded: Single family real estate secured: Mortgage Multifamily real estate secured Auto and RV secured Other — — — — Total — As a % of total gross loans and leases —% 1 Impaired loans with an allowance recorded do not have any charge-offs. Principal balance adjustments on impaired loans with an allowance recorded represent interest payments that have been applied to the book balance as a result of the loans’ non-accrual status. 405 3 1 13 422 —% 42,176 2,108 10 216 51,947 41,811 2,108 10 216 48,444 42,651 2,117 10 216 49,552 840 9 — — 1,108 365 — — — 3,503 0.52% 0.01% 0.51% 0.55% 0.04% $ $ $ $ $ $ $ F-40 The following tables present the balance in the allowance for loan and lease losses and the recorded investment in loans and leases by portfolio segment and based on impairment evaluation method: Single Family June 30, 2020 (Dollars in thousands) Mortgage Warehouse Financing Allowance for loan and lease losses: Ending allowance balance attributable to loans and leases: Multi- family real estate secured Commercial real estate secured Auto and RV secured Commercial & Industrial Other Total Individually evaluated for impairment– general allowance Collectively evaluated for impairment Total ending allowance balance Loans and leases: Loans and leases individually evaluated for impairment 1 Loans and leases collectively evaluated for impairment Principal loan and lease balance Unaccreted discounts and loan and lease fees Total recorded investment in loans and leases $ $ 606 23,435 24,041 $ $ — $ — $ — $ 1,860 5,094 6,318 1,860 $ 5,094 $ 6,318 $ 4 1,452 1,456 $ $ 5 5,733 5,738 $ $ 11 22,852 22,863 $ $ 7 8,430 8,437 $ $ 633 75,174 75,807 $ 84,030 $ — $ — $ 530 $ 2,895 $ 202 $ 213 $ 71 $ 87,941 4,160,533 4,244,563 474,318 474,318 682,477 2,302,686 682,477 2,303,216 368,281 371,176 291,250 291,452 2,094,109 241,847 10,615,501 2,094,322 241,918 10,703,442 8,770 — (2,834) 3,522 573 2,170 (3,993) (4,494) 3,714 $ 4,253,333 $ 474,318 $ 679,643 $ 2,306,738 $ 371,749 $ 293,622 $ 2,090,329 $ 237,424 $10,707,156 1 Loans and leases evaluated for impairment include TDRs that have been performing for more than six months. Single Family June 30, 2019 (Dollars in thousands) Mortgage Warehouse Financing Allowance for loan and lease losses: Ending allowance balance attributable to loans and leases: Individually evaluated for impairment – general allowance Multi- family real estate secured Commercial real estate secured Auto and RV secured Commercial & Industrial Other Total $ 405 $ — $ — $ 3 $ — $ 1 $ — $ 13 $ 422 Collectively evaluated for impairment 20,890 996 5,331 4,094 1,044 4,817 17,514 1,977 56,663 Total ending allowance balance $ 21,295 $ 996 $ 5,331 $ 4,097 $ 1,044 $ 4,818 $ 17,514 $ 1,990 $ 57,085 Loans and leases: Loans and leases individually evaluated for impairment 1 Loans and leases collectively evaluated for impairment $ 46,005 $ — $ — $ 2,108 $ — $ 115 $ — $ 216 $ 48,444 4,235,075 301,999 518,560 1,946,405 326,154 290,779 1,662,629 119,265 9,400,866 Principal loan and lease balance 4,281,080 301,999 518,560 1,948,513 326,154 290,894 1,662,629 119,481 9,449,310 Unaccreted discounts and loan and lease fees Total recorded investment in loans and leases 8,790 — (1,773) 5,090 649 2,631 (3,188) (22,300) (10,101) $ 4,289,870 $ 301,999 $ 516,787 $ 1,953,603 $ 326,803 $ 293,525 $ 1,659,441 $ 97,181 $ 9,439,209 1 Loans and leases evaluated for impairment include TDRs that have been performing for more than six months. F-41 Credit Quality Disclosure. Nonaccrual loans and leases consisted of the following as of the dates indicated: (Dollars in thousands) Single Family Real Estate Secured: Mortgage Multifamily Real Estate Secured Commercial Real Estate Secured Total nonaccrual loans secured by real estate Auto and RV Secured Commercial and Industrial Other Total nonaccrual loans and leases Nonaccrual loans and leases to total loans and leases At June 30, 2020 2019 $ $ 84,030 $ 530 2,895 87,455 202 213 71 87,941 $ 0.82% 46,005 2,108 — 48,113 115 — 216 48,444 0.51% Approximately 0.34% of our nonaccrual loans and leases at June 30, 2020 were considered TDRs, compared to 1.29% at June 30, 2019. Borrowers who make timely payments after TDRs are considered non-performing for at least six months. Generally, after six months of timely payments, those TDRs are reclassified from the nonaccrual loan and lease category to performing and return to accrual status. Approximately 95.55% of the Bank’s nonaccrual loans and leases are single family first mortgages repaid and written down to 92.70% in aggregate, of the original loan value of the underlying properties. These single family first mortgages have a loan- to-value ratio of 55.57%. The following tables provide the outstanding unpaid balance of loans and leases that are performing and nonaccrual by portfolio class as of the dates indicated: Single Family (Dollars in thousands) Mortgage Warehouse Financing June 30, 2020 Multi- family real estate secured Commercial real estate secured Auto and RV secured Commercial & Industrial Other Total Performing Nonaccrual Total $ 4,160,533 $ 474,318 $ 682,477 $ 2,302,686 $ 368,281 $ 291,250 $ 2,094,109 $ 241,847 $ 10,615,501 84,030 — — 530 2,895 202 213 71 87,941 $ 4,244,563 $ 474,318 $ 682,477 $ 2,303,216 $ 371,176 $ 291,452 $ 2,094,322 $ 241,918 $ 10,703,442 Single Family (Dollars in thousands) Mortgage Warehouse Financing June 30, 2019 Multi- family real estate secured Commercial real estate secured Auto and RV secured Commercial & Industrial Other Total Performing Nonaccrual Total $ 4,235,075 $ 301,999 $ 518,560 $ 1,946,405 $ 326,154 $ 290,779 $ 1,662,629 $ 119,265 $ 9,400,866 46,005 — — 2,108 — 115 — 216 48,444 $ 4,281,080 $ 301,999 $ 518,560 $ 1,948,513 $ 326,154 $ 290,894 $ 1,662,629 $ 119,481 $ 9,449,310 F-42 Interest recognized on performing loans temporarily modified as TDRs was $0, $0, and $0 for the years ended June 30, 2020, 2019 and 2018 respectively. The average balances of nonaccrual loans was $60.6 million, $39.5 million and $30.4 million for the years ended June 30, 2020, 2019 and 2018, respectively. There was no amount in performing TDRs for each of the years ended June 30, 2020, 2019 and 2018. The Company had no TDRs classified as performing loans at June 30, 2020 or 2019. Credit Quality Indicators. The Company categorizes loans and leases into risk categories based on relevant information about the ability of borrowers to service their debt such as: current financial information, historical payment experience, credit documentation, public information, and current economic trends, among other factors. The Company analyzes loans and leases individually by classifying the loans and leases as to credit risk. The Company uses the following definitions for risk ratings. Pass. Loans and leases classified as pass are well protected by the current net worth and paying capacity of the obligor or by the fair value, less cost to acquire and sell, of any underlying collateral in a timely manner. Special Mention. Loans and leases classified as special mention have a potential weakness that deserves management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or lease or of the institution’s credit position at some future date. Substandard. Loans and leases classified as substandard are inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any. Loans and leases so classified have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the institution will sustain some loss if the deficiencies are not corrected. Doubtful. Loans and leases classified as doubtful have all the weaknesses inherent in those classified as substandard, with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions, and values, highly questionable and improbable. The Company reviews and grades loans and leases following a continuous loan and lease review process, featuring coverage of all loan and lease types and business lines at least quarterly. Continuous reviewing provides more effective risk monitoring because it immediately tests for potential impacts caused by changes in personnel, policy, products or underwriting standards. The following tables present the composition of our loan and lease portfolio by credit quality indicator as of the dates indicated: (Dollars in thousands) Single family real estate secured: Mortgage Warehouse Financing Multifamily real estate secured Commercial real estate secured Auto and RV secured Commercial & Industrial Other Total Pass Special Mention Substandard Doubtful Total June 30, 2020 $ 4,118,477 457,302 584,341 2,286,345 363,934 290,791 1,944,895 241,725 $ 10,287,810 $ $ 39,803 17,016 63,098 11,330 4,347 38 20,915 122 156,669 $ $ 80,375 — 35,038 5,541 2,895 623 128,512 71 253,055 $ $ 5,908 — — — — — — — 5,908 $ 4,244,563 474,318 682,477 2,303,216 371,176 291,452 2,094,322 241,918 $ 10,703,442 As a % of gross loans and leases 96.1% 1.5% 2.4% 0.1% 100.0% F-43 June 30, 2019 Special Mention Substandard Doubtful Total (Dollars in thousands) Single family real estate secured: Mortgage Warehouse Financing Multifamily real estate secured Commercial real estate secured Auto and RV secured Commercial & Industrial Other Total Pass 4,196,199 301,999 440,298 1,945,038 326,154 290,691 1,660,821 119,036 9,280,236 $ $ $ $ 37,817 — 21,600 427 — 68 1,722 229 61,863 $ $ 47,064 — 56,662 3,048 — 135 86 216 107,211 $ $ As of % of gross loans and leases 98.2% 0.7% 1.1% — $ — — — — — — — — $ —% 4,281,080 301,999 518,560 1,948,513 326,154 290,894 1,662,629 119,481 9,449,310 100.0% The Company considers the performance of the loan and lease portfolio and its impact on the allowance for loan and lease losses. The Company also evaluates credit quality based on the aging status of its loans and leases. During the year, the Company holds certain short-term loans that do not have a fixed maturity date that are treated as delinquent if not paid in full 90 days after the origination date. The Company has taken proactive measures to manage loans that became delinquent during the recent economic downturn as a result of the COVID-19 pandemic. As of June 30, 2020, the Company provided no deferrals of payment obligations on commercial loans of any kind, including all commercial real estate multifamily, small balance commercial, CRESL, lender finance and leasing, with the exception of one $5.6 million loan in the equipment finance portfolio that was provided three months of interest only payments. Deferrals totaling $28.2 million of auto loans and $2.7 million for consumer unsecured loans were granted during the fiscal year ended June 30, 2020. Additionally, the Company granted temporary forbearance on certain single family mortgages as described below. The following tables provide the outstanding unpaid balance of loans and leases that are past due 30 days or more by portfolio class as of the dates indicated: (Dollars in thousands) Single family real estate secured: Mortgage Multifamily real estate secured Commercial real estate secured Auto and RV secured Other Total 30-59 Days Past Due 60-89 Days Past Due 90+ Days Past Due Total June 30, 2020 $ $ 17,931 4,411 3,333 755 218 23,115 3,789 1,498 44 122 $ $ 66,813 — — 254 72 107,859 8,200 4,831 1,053 412 $ 26,648 $ 28,568 $ 67,139 $ 122,355 As a % of gross loans and leases 0.25% 0.27% 0.63% 1.13% The table presented above which provides the outstanding balance of loans and leases that are past due 30 days or more does not include those single family mortgages, impacted by COVID-19 which were granted temporary forbearance through June 30, 2020. The total unpaid balance of single family mortgages that are past due 30 days or more at June 30, 2020 would have been $203.6 million, if those single family mortgages granted temporary forbearance were included in the total. F-44 (Dollars in thousands) Single family real estate secured: Mortgage Multifamily real estate secured Auto and RV secured Other Total 30-59 Days Past Due 60-89 Days Past Due 90+ Days Past Due Total June 30, 2019 $ $ 12,236 1,684 476 250 14,646 $ $ 15,616 — 155 229 16,000 $ $ 37,158 1,588 17 216 38,979 $ $ 65,010 3,272 648 695 69,625 As a % of gross loans and leases 0.15% 0.17% 0.41% 0.74% 7. OFFSETTING OF SECURITIES FINANCING AGREEMENTS The Company enters into securities borrowed and securities loaned transactions. The Company executes these transactions to facilitate customer match-book activity, cover short positions and customer securities lending. The Company manages credit exposure from certain transactions by entering into master securities lending agreements. The relevant agreements allow for the efficient closeout of transactions, liquidation and set-off of collateral against the net amount owed by the counterparty following a default. Default events generally include, among other things, failure to pay, insolvency or bankruptcy of a counterparty. The following table presents information about the offsetting of these instruments and related collateral amounts as of: (Dollars in thousands) Assets: Securities borrowed Liabilities: Securities loaned (Dollars in thousands) Assets: Securities borrowed Liabilities: Securities loaned Gross Assets / Liabilities Amounts Offset June 30, 2020 Net Balance Sheet Amount $ $ $ $ 222,368 255,945 Gross Assets / Liabilities 144,706 198,356 $ $ $ $ — $ 222,368 — $ 255,945 June 30, 2019 Net Balance Sheet Amount Amounts Offset — $ 144,706 — $ 198,356 $ $ $ $ Financial Collateral Net Assets / Liabilities 222,368 255,945 $ $ — — Financial Collateral Net Assets / Liabilities 144,706 198,356 $ $ — — The securities loaned transactions represent equities with an overnight and open maturity classification. F-45 8. CUSTOMER, BROKER-DEALER AND CLEARING RECEIVABLES AND PAYABLES Customer, broker-dealer and clearing receivables and payables consisted of the following at June 30, 2020: (Dollars in thousands) Receivables: Customers Broker-dealer and clearing organizations: Receivable from broker-dealers1 Securities failed to deliver Other Total customer, broker-dealer and clearing receivables Payables: Customers Broker-dealer and clearing organizations: Payable to broker-dealers Securities failed to receive Total customer, broker-dealer and clearing payables 1 Includes broker-dealer reserve for bad debt of $17.1 million as of June 30, 2019. 9. FURNITURE, EQUIPMENT AND SOFTWARE June 30, 2020 June 30, 2019 $ $ $ $ 211,386 $ 188,384 6,782 2,098 — 220,266 $ 11,022 3,092 694 203,192 324,628 $ 219,162 20,382 2,604 347,614 $ 10,995 8,447 238,604 A summary of the cost and accumulated depreciation and amortization for leasehold improvements, furniture, equipment and software is as follows: (Dollars in thousands) Leasehold improvements Furniture and fixtures Computer hardware and equipment Software Total Less accumulated depreciation and amortization Furniture, equipment and software—net1 1Furniture, equipment and software are included in the other assets line on the consolidated balance sheet. At June 30, 2020 2019 5,434 7,749 22,932 51,554 87,669 (57,105) 30,564 $ $ 5,481 7,049 20,991 41,930 75,451 (42,280) 33,171 $ $ Depreciation and amortization expense in respect of leasehold improvements, furniture, equipment and software for the years ended June 30, 2020, 2019 and 2018 was $14.9 million, $11.7 million and $7.9 million, respectively. 10. GOODWILL AND INTANGIBLE ASSETS Management has evaluated and continues to monitor all key factors impacting the carrying value of the Company’s recorded goodwill and long-lived assets. Adverse changes in the Company’s actual or expected operating results, market capitalization, business climate, economic factors or other negative events that may be outside the control of management could result in material non-cash impairment charges in the future. Management preformed impairment testing at the reporting unit level and there was no impairment identified for the fiscal years ended June 30, 2020 and June 30, 2019. F-46 The following table summarizes the activity in the Company’s goodwill balance as of the dates indicated: (Dollars in thousands) Balance at July 1, 2019 Goodwill incident to acquisitions Balance at June 30, 2020 Total 71,222 — 71,222 $ $ The Company’s acquired intangible assets are summarized as follows as of the dates indicated: (Dollars in thousands) Covenant not to compete Customer relationships Customer deposit intangible Developed technologies Trade name June 30, 2020 June 30, 2019 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount $ 930 $ 523 $ 407 $ 930 $ 291 $ 31,310 13,545 23,050 290 4,498 3,756 5,963 218 26,812 31,310 9,789 17,087 72 13,545 23,050 290 1,886 1,436 1,720 121 639 29,424 12,109 21,330 169 63,671 Total intangible assets $ 69,125 $ 14,958 $ 54,167 $ 69,125 $ 5,454 $ The weighted-average useful lives of intangible assets at the time of acquisition were as follows: Covenant not to compete Customer relationships Customer deposit intangible Developed technologies Trade name Weighted-Average Useful Lives (Years) 4 12 10 5 3 The amortization expense for intangible assets that are subject to amortization was $9.5 million and $4.8 million for the years ended June 30, 2020 and 2019, respectively. Each intangible asset subject to amortization is amortized using the straight- line method over the estimated useful life of the asset. Estimated future amortization expense related to finite-lived intangible assets at June 30, 2020 is as follows: (Dollars in thousands) For the fiscal year ending June 30, 2021 2022 2023 2024 2025 Thereafter Total 11. LEASES F-47 Amortization Expense $ $ 9,795 8,441 8,020 7,551 4,062 16,298 54,167 The components of lease expense for the year ended June 30, 2020 were: (Dollars in thousands) Operating lease expense $ 10,543 Supplemental cash flow information related to leases for the year ended June 30, 2020 was as follows: (Dollars in thousands) Cash paid for amounts included in the measurement of lease liabilities for operating leases: Operating cash flows ROU assets obtained in the exchange for lease liabilities: ROU assets obtained in exchange for lease liabilities ROU assets recognized upon adoption of new lease standard $ $ $ Supplemental balance sheet information related to leases as of June 30, 2020 was as follows: (Dollars in thousands) Operating lease right-of-use assets Operating lease liabilities Weighted-average remaining lease term (in years): Operating leases Weighted-average discount rate: Operating leases $ $ 8,412 3,252 77,794 73,014 76,827 9.12 years 2.90% The Company adopted ASC 842, Leases on July 1, 2019, using the modified retrospective transition under the option to apply the new standard at its effective date without adjusting the prior period comparative financial statements. As such, disclosures for comparative periods under the predecessor standard, ASC 840, Leases, are required in the year of transition. Future minimum lease payments under ASC 840 as of June 30, 2019, under lease agreements that had commenced as of June 30, 2019. The following table represents maturities of lease liabilities as of June 30, 2020, and undiscounted future minimum lease payments as of June 30, 2019 as follows: (Dollars in thousands) Within one year After one year and within two years After two years and within three years After three years and within four years After four years and within five years After five years Total lease payments Less: present value discount Total Lease Liability June 30, 2020 June 30, 2019 $ $ 8,878 9,546 9,817 9,420 8,789 41,954 88,404 (11,577) 76,827 $ $ 8,634 8,376 9,035 9,284 9,004 47,501 91,834 — 91,834 F-48 12. DEPOSITS Deposit accounts are summarized as follows: (Dollars in thousands) Non-interest bearing Interest bearing: Demand Savings Time deposits: $250 and under Greater than $250 Total time deposits Total interest bearing2 Total deposits At June 30, 2020 2019 Amount Rate1 Amount Rate1 $ 1,936,661 —% $ 1,441,930 —% 3,456,127 3,697,188 7,153,315 1,584,034 662,684 2,246,718 9,400,033 0.37% 0.78% 0.58% 2.12% 1.39% 1.91% 0.90% 2,709,014 2,466,214 5,175,228 1,866,811 499,204 2,366,015 7,541,243 $ 11,336,694 0.75% $ 8,983,173 2.06% 1.48% 1.78% 2.47% 2.27% 2.43% 1.99% 1.67% 1 Based on weighted-average stated interest rates at end of period. 2 The total interest-bearing includes brokered deposits of $1,318.0 million and $1,124.0 million as of June 30, 2020 and June 30, 2019, respectively, of which $603.6 million and $796.7 million, respectively, are time deposits classified as $250 and under. The scheduled maturities of time deposits are as follows: (Dollars in thousands) Within 12 months 13 to 24 months 25 to 36 months 37 to 48 months 49 to 60 months Thereafter Total June 30, 2020 $ 1,079,674 540,669 180,590 132,629 139,866 173,290 $ 2,246,718 At June 30, 2020 and 2019, the Company had deposits from certain executive officers, directors and their affiliates in the amount of $2.7 million and $5.6 million, respectively. F-49 13. ADVANCES FROM THE FEDERAL HOME LOAN BANK At June 30, 2020 and 2019, the Company’s fixed-rate FHLB advances had interest rates that ranged from 0.00% to 2.89% with a weighted average of 2.22% and ranged from 1.36% to 2.89% with a weighted average of 2.39%, respectively. Fixed-rate advances from FHLB are scheduled to mature as follows: (Dollars in thousands) Within one year1 After one but within two years After two but within three years After three but within four years After four but within five years After five years Total At June 30, 2020 2019 Amount Weighted- Average Rate Amount Weighted- Average Rate $ 75,000 50,000 27,500 — 30,000 60,000 1.99% $ 2.47% 2.08% —% 2.82% 2.07% 286,000 65,000 50,000 27,500 — 30,000 $ 242,500 2.22% $ 458,500 2.38% 2.30% 2.47% 2.08% —% 2.82% 2.39% 1. Within one year category includes of term advances of $0 and $231,000 at June 30, 2020 and 2019, respectively. The Company’s advances from the FHLB were collateralized by certain real estate loans with an aggregate unpaid balance of $4,806.9 million and $4,684.1 million at June 30, 2020 and 2019, respectively, by the Company’s investment in capital stock of the FHLB of San Francisco and by its investment in mortgage-backed securities. Generally, each advance carries a prepayment penalty and is payable in full at its maturity date. The maximum amounts advanced at any month-end during the period from the FHLB were $1,462.5 million, $3,424.0 million, and $2,240.0 million during the years ended June 30, 2020, 2019, and 2018, respectively. At June 30, 2020, the Company had $2,701.3 million available immediately and $1,916.3 million available with additional collateral for advances from the FHLB for terms up to ten years. 14. BORROWINGS, SUBORDINATED NOTES AND DEBENTURES The following table sets forth the composition of the borrowings, subordinated notes and debentures as of the dates indicated: (Dollars in thousands) Borrowings from other banks Paycheck protection program liquidity facility advances Subordinated loans Subordinated notes Subordinated debentures Less unamortized issuance costs Total borrowings, subordinated notes and debentures June 30, 2020 June 30, 2019 $ 21,500 $ 106,800 151,952 7,400 51,000 5,155 (1,218) 235,789 $ — 7,400 51,000 5,155 (1,426) 168,929 $ Borrowings from other banks. Axos Clearing has a total of $230.0 million uncommitted secured lines of credit available for borrowing as needed. As of June 30, 2020, there was $21.5 million outstanding. These credit facilities bear interest at rates based on the Federal Funds rate and are due upon demand. The weighted average interest rate on the borrowings at June 30, 2020 was 1.58%. Axos Clearing has a $50.0 million committed unsecured line of credit available for limited purpose borrowing. As of June 30, 2020, there was $0.0 million outstanding. This credit facility bears interest at rates based on the Federal Funds rate and are due upon demand. The unsecured line of credit requires Axos Clearing operate in accordance of specific covenants surrounding capital and debt ratios. Axos Clearing was in compliance of all covenants as of June 30, 2020. Paycheck Protection Program Liquidity Facility Advances . The Bank has a total of $152.0 million advances outstanding from the Federal Reserve Bank through the Paycheck Protection Program Liquidity Facility, which was collateralized by pledged Small Business Administration Paycheck Protection Program Loans. The advances had interest rates of 0.35% and mature at the earlier of PPP borrower forgiveness or June 2022. F-50 Subordinated Loans. The Company issued subordinated notes totaling $7.5 million on January 28, 2019, to the principal stockholders of COR Securities in an equal principal amount, with a maturity of 15 months, to serve as the sole source of payment of indemnification obligations of the principal stockholders of COR Securities under the Merger Agreement. Interest accrues at a rate of 6.25% per annum. During the fiscal year ended June 30, 2019, $0.1 million of subordinated loans were repaid. The Company is in the process of making an indemnification claim against the $7.4 million remaining. Subordinated Notes. In March 2016, the Company completed the sale of $51.0 million aggregate principal amount of its 6.25% Subordinated Notes due February 28, 2026 (the “Notes”). The Company received $51.0 million in gross proceeds as a part of this transaction, before the 3.15% underwriting discount and other offering expenses. The Notes mature on February 28, 2026 and accrue interest at a rate of 6.25% per annum, with interest payable quarterly. The Notes may be redeemed on or after March 31, 2021, which date may be extended at the Company’s discretion, at a redemption price equal to principal plus accrued and unpaid interest, subject to certain conditions. Junior Subordinated Debentures. On December 13, 2004, the Company entered into an agreement to form an unconsolidated trust which issued $5.0 million of trust preferred securities in a transaction that closed on December 16, 2004. The net proceeds from the offering were used to purchase $5.2 million of junior subordinated debentures (“Debentures”) of the Company with a stated maturity date of February 23, 2035. The Debentures are the sole assets of the trust. The trust preferred securities are mandatorily redeemable upon maturity, or upon earlier redemption as provided in the indenture. The Company has the right to redeem the Debentures in whole (but not in part) on or after specific dates, at a redemption price specified in the indenture plus any accrued but unpaid interest through the redemption date. Interest accrues at the rate of three-month LIBOR plus 2.4% for a rate of 2.76% as of June 30, 2020, with interest paid quarterly starting February 16, 2005. The Bank has the ability to borrow short-term from the Federal Reserve Bank of San Francisco (“FRBSF”) Discount Window. At June 30, 2020 and 2019 there were no amounts outstanding and the available borrowings from this source were $1,783.4 million and $1,602.0 million, respectively. The 2020 available borrowings would be collateralized by residential real estate loans, certain C&I loans. The Bank has additional unencumbered collateral that could be pledged to the FRBSF Discount Window to increase borrowing liquidity. The Bank has federal funds lines of credit with two major banks totaling $35.0 million. At June 30, 2020 and 2019 the Bank had no outstanding balances on these lines. F-51 15. INCOME TAXES The provision for income taxes is as follows: (Dollars in thousands) Current: Federal State Deferred: Federal State Total 2020 At June 30, 2019 2018 $ 51,893 $ 42,065 $ 33,852 85,745 24,296 66,361 (3,814) (2,737) (6,551) 79,194 $ (5,483) (3,203) (8,686) 57,675 $ $ 50,170 20,084 70,254 15,509 1,525 17,034 87,288 The differences between the statutory federal income tax rate and the effective tax rates are summarized as follows: Statutory federal tax rate Increase (decrease) resulting from: State taxes—net of federal tax benefit Tax reform deferred tax remeasurement Cash surrender value Deferred tax asset write-off Tax credits Non-taxable income Excess benefit RSU vesting Other Effective tax rate 2020 At June 30, 2019 2018 21.00 % 21.00 % 28.10 % 9.27 % — % (0.02)% 0.77 % (0.77)% (0.10)% (0.05)% 0.05 % 30.15 % 8.66 % — % (0.06)% — % (1.55)% (0.15)% (0.95)% 0.15 % 27.10 % 7.85 % 3.83 % (0.02)% — % (2.38)% (0.19)% (1.00)% 0.23 % 36.42 % F-52 The components of the net deferred tax asset are as follows: (Dollars in thousands) Deferred tax assets: Allowance for loan and lease losses and charge-offs State taxes Stock-based compensation expense Unrealized net losses on securities Deferred bonus / vacation Securities impaired Deferred loan fees Lease liability Net operating loss carryforward Total deferred tax assets Deferred tax liabilities: Acquisition intangible asset FHLB stock dividend Other assets—prepaids Depreciation and amortization Unrealized net gains on securities Total deferred tax liabilities Net deferred tax asset1 1Net deferred tax asset is included in the other assets line on the consolidated balance sheet. At June 30, 2020 2019 $ $ $ 30,705 2,682 4,249 1,135 2,385 266 2,900 1,236 2,244 47,802 — (830) (2,095) (13,111) — (16,036) 31,766 $ 24,356 2,087 5,435 — 1,307 268 2,138 — 3,130 38,721 (6,367) (837) (1,839) (5,598) (118) (14,759) 23,962 The Company records deferred tax assets for net operating losses when the benefit is more likely than not to be realized. As of June 30, 2020, the Company had federal net operating loss carryforwards of approximately $9.6 million. The annual 382 limitation is approximately $2.3 million for federal purposes. During the quarter ended June 30, 2020, the Company carried back a portion of its federal net operating loss carryforward of $5.1 million to the tax years ended June 30, 2017 and June 30, 2018 as a result of the CARES Act legislation. The Company also had state net operating loss carryforwards of $1.9 million. The annual 382 limitation is approximately $0.5 million for state purposes. As of June 30, 2020, the Company determined that certain stock-based compensation awards would not be granted under the plan, and the deferred tax assets related to these awards will not be realized. Accordingly, the Company wrote-off $6.8 million of stock- based compensation deferred tax asset, resulting in a $2.0 million increase in tax expense for fiscal 2020. The following is a reconciliation of the beginning and ending amount of unrecognized tax positions for the periods presented: (Dollars in thousands) Balance—beginning of period Additions—current year tax positions Additions—prior year tax positions Reductions—prior year tax positions Total liability for unrecognized tax positions—end of period 2020 2019 2018 $ $ 1,084 115 31 (417) 813 $ $ 1,135 107 — (158) 1,084 $ $ 865 142 149 (21) 1,135 The Company is subject to federal income tax and income tax of state taxing authorities. The Company’s federal income tax returns for the years ended June 30, 2017, 2018, and 2019 and its state taxing authorities income tax returns for the years ended June 30, 2016, 2017, 2018 and 2019 are open to audit under the statutes of limitations by the Internal Revenue Service and state taxing authorities. As a result of legislation commonly referred to as the Tax Cuts and Jobs Act (the “Tax Act”) that was enacted on December 22, 2017, during the quarter ended December 31, 2017, the Company revised its estimated annual effective rate to reflect a change in the federal statutory rate from 35.0% to 21.0%. The Tax Act makes broad and complex changes to the U.S. tax code that affect the Company’s fiscal year ended June 30, 2018, including reducing the U.S. federal corporate statutory tax rate to 21.0% beginning January 1, 2018, which results in a blended federal corporate statutory tax rate of 28.1% for the Company’s fiscal year ended June 30, 2018 that is based on the applicable tax rates before and after the Tax Act and the number of days in the fiscal year. F-53 During the year ended June 30, 2018, the Company revalued the deferred tax balance to reflect the new corporate tax rate, which resulted in a decrease in net deferred tax assets of $9.2 million. As a result, income tax expense reported for the fiscal year ended June 30, 2018 was adjusted to reflect the effects of the change in the tax law and the application of the newly enacted rates to existing deferred balances. During the year ended June 30, 2019, the Company acquired COR Securities Holdings. The Company recognized a deferred tax liability of $2.2 million. The Company received federal and state tax credits for the years ended June 30, 2020, 2019, and 2018, respectively. These tax credits reduced the effective tax rate by approximately 0.77%, 1.55%, and 2.38% respectively. 16. STOCKHOLDERS’ EQUITY Common Stock Repurchases. On March 17, 2016, the Board of Directors of the Company (the “Board”), authorized a program to repurchase up to $100 million of common stock and extended the program by an additional $100 million on August 2, 2019. The Company may repurchase shares on the open market or through privately negotiated transactions at times and prices considered appropriate, at the discretion of the Company, and subject to its assessment of alternative uses of capital, stock trading price, general market conditions and regulatory factors. The repurchase program does not obligate the Company to acquire any specific number of shares. The share repurchase program will continue in effect until terminated by the Board. This share repurchase authorization is in addition to the existing share repurchase plan and has similar characteristics. With the March 17, 2016 authorization the Company repurchased a total of $100 million or 3,567,051 common shares at an average price of $28.03 per share. With the August 2, 2019 authorization the Company repurchased a total of $30.5 million or 1,646,256 common shares at an average price of $18.51 per share and there remains $69.5 million under the plan. During the year ended June 30, 2020, the Company repurchased a total of $38.9 million, or 1,970,464 common shares at an average price of $19.72 per share with $69.5 million remaining under the current board authorized stock repurchase program. The Company accounts for treasury stock using the cost method as a reduction of shareholders’ equity in the accompanying consolidated financial statements. Preferred Stock. On October 28, 2003, the Company commenced a private placement of Series A-6% Cumulative Nonparticipating Perpetual Preferred Stock (the “Series A preferred stock”). The Series A preferred stock pays a six percent (6%) per annum cumulative dividend payable quarterly and the Company’s right to redeem some or all of the remaining 515 shares at $10,000 face value outstanding shares. During the fiscal year ended June 30, 2004, the Company issued $6.75 million of Series A preferred stock, convertible through January 1, 2009, representing 675 shares at $10,000 face value, less issuance costs of $0.1 million. Before the expiration of the conversion right, holders of the Series A converted 160 shares of Series A preferred to common stock. The Company has declared dividends to holders of its Series A preferred stock totaling $0.3 million for each of the years ended June 30, 2020, 2019, and 2018, respectively. 17. STOCK-BASED COMPENSATION The Company has an equity incentive plan, the Amended and Restated 2014 Stock Incentive Plan (“2014 Plan”), which provides for the granting of non-qualified and incentive stock options, restricted stock and restricted stock units, stock appreciation rights and other awards to employees, directors and consultants. The Plan is designed to encourage selected employees and directors to improve operations and increase profits, and to accept or continue employment or association with the Company through participation in the growth in the value of the common stock. The Plan requires that option exercise prices be not less than fair market value per share of common stock on the option grant date for incentive and non-qualified options. The options issued under the Plans generally vest in between three and five years. Option expiration dates are established by the Plans’ administrator but may not be later than ten years after the date of the grant. 2014 Plan. In September and October 2019, the Company’s Board of Directors and stockholders, respectively, approved the 2014 Plan, as amended and restated. The maximum number of shares of common stock available for issuance under the 2014 Plan is 4,680,000. Restricted Stock Units. During the fiscal year ended June 30, 2018, the Company’s Board of Directors granted 587,022 restricted stock units to employees and directors. The chief executive officer received 160,000 restricted stock units, which vest ratably on each of the four fiscal year ends after the issue date. All other restricted stock unit awards granted during the year ended June 30, 2018, vest over three years, one-third on each anniversary of the grant date and 629,755 shares were vested and issued and 123,858 shares were canceled as of June 30, 2018. F-54 During the fiscal year ended June 30, 2019, the Company’s Board of Directors granted 623,249 restricted stock units to employees and directors. The chief executive officer received 480,000 restricted stock units, which vest ratably on each of the four fiscal year ends after the issue date. All other restricted stock unit awards granted during the year ended June 30, 2019, vest over three years, one-third on each anniversary of the grant date and 699,223 shares were vested and issued and 90,909 shares were canceled as of June 30, 2019. During the fiscal year ended June 30, 2020, the Company’s Board of Directors granted 714,569 restricted stock units to employees and directors. The chief executive officer received no restricted stock units. All restricted stock unit awards granted during the year ended June 30, 2020, vest over three years, one-third on each anniversary of the grant date and 693,660 shares were vested and issued and 122,217 shares were canceled as of June 30, 2020. Effective July 1, 2017 the Company entered into an employment agreement with its Chief Executive Officer (the “Agreement”) that authorizes an award of restricted stock units (the “RSU award”). The RSU award is an equity-based award and carries a service condition and a market condition that incorporates a measurement of the Company’s total stock return to shareholders in comparison to the total stock return of the ABA Nasdaq Community Bank Index. The accounting grant date of the RSU award is July 1, 2017 and expensing of the RSU award began on this date at the fair value measurement amount as determined by the Company’s valuation process. The Company utilized a Monte Carlo simulation to estimate the value of path-dependent options and determined the fair value using an expected return based on the 5-year US Treasury constant maturity rate, an equity volatility based on 6-month and 1-year historical daily trading history, market capitalization, and stock price for the RSU award. As of July 1, 2017, the estimated fair value of the RSU award was $20.5 million, which vests in five tranches over a total period of nine years. Unrecognized compensation expense to be expensed over the remaining six years related to the non-vested RSU award is $7.8 million at June 30, 2020 and is included in the table below. The actual RSU award in future years is determined by the actual performance of Company’s total stock return in comparison to the total stock return of the ABA Nasdaq Community Bank Index. The Company’s income before income taxes and net income for the years ended June 30, 2020, 2019 and 2018 included stock compensation expense of $21.9 million, $23.4 million and $20.4 million, respectively. The income tax benefit was $6.6 million, $6.4 million and $7.4 million, respectively. The Company recognizes compensation expense based upon the grant-date fair value divided by the service period between each vesting date. At June 30, 2020 unrecognized compensation expense related to non-vested awards aggregated to $30.8 million and is expected to be recognized in future periods as follows: (Dollars in thousands) For the fiscal year ending June 30: 2021 2022 2023 2024 2025 Thereafter Total Stock Award Compensation Expense $ $ 16,245 9,912 3,500 734 331 101 30,823 F-55 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, 2017 Granted Vested Canceled Non-vested balance at June 30, 2018 Granted Vested Canceled Non-vested balance at June 30, 2019 Granted Vested Canceled Non-vested balance at June 30, 2020 1,240,322 747,022 (629,755) (123,858) 1,233,731 1,103,249 (699,223) (90,909) 1,546,848 714,569 (693,660) (122,217) 1,445,540 $ $ $ $ 22.52 26.53 22.55 23.38 24.84 34.68 26.74 29.46 30.73 24.05 28.52 29.10 28.62 The total fair value of shares vested during the years ended June 30, 2020, 2019 and 2018 was $17.1 million, $22.1 million and $20.9 million, respectively. 18. EARNINGS PER COMMON SHARE The following table presents the calculation of basic and diluted EPS: (Dollars in thousands, except per share data) Earnings Per Common Share Net income Preferred stock dividends Net income attributable to common shareholders Average common shares issued and outstanding Average unvested RSUs Total qualifying shares Earnings per common share Diluted Earnings Per Common Share Dilutive net income attributable to common shareholders Average common shares issued and outstanding Dilutive effect of average unvested RSUs Total dilutive common shares outstanding Diluted earnings per common share 2020 183,438 (309) 183,129 60,794,555 — 60,794,555 3.01 183,129 60,794,555 643,080 61,437,635 2.98 $ $ $ $ $ $ $ $ $ $ At June 30, 2019 155,131 (309) 154,822 61,898,447 — 61,898,447 2.50 154,822 61,898,447 483,618 62,382,065 2.48 $ $ $ $ $ 2018 152,411 (309) 152,102 63,058,854 77,378 63,136,232 2.41 152,102 63,136,232 1,010,988 64,147,220 2.37 19. COMMITMENTS, CONTINGENCIES, AND OFF-BALANCE-SHEET ACTIVITIES COVID-19 Impact. The Company is closely monitoring the rapid developments of and uncertainties caused by the COVID-19 pandemic. In response to the changes in economic and business conditions as a result of the COVID-19 pandemic, the Company has taken the following actions to support customers, employees, partners and shareholders: • Actively communicating with borrowers and partners to assess individual needs; • Participating as a lender in the PPP and evaluating various components of the CARES Act applicability to the Company; • Provided secure and efficient remote work options for our team members; • Increasing provisions for loan and lease losses as a result of a weakening economy and reduced business activities; F-56 • Tightening underwriting standards; • Reallocated personnel to increase resources for customer service and portfolio management; and • Limiting business travel. There have been no loan modifications as a result of the COVID-19 pandemic as of June 30, 2020. The Company’s application under the guidelines set forth in the CARES Act, for our borrowers who are one or less payments past due on April 1, 2020, the Company may delay payments for an agreed upon timeframe, depending on each individual borrower’s characteristics. See Note 6 for additional information. 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 June 30, 2020, the Company had commitments to originate $231.8 million in fixed rate loans and leases and $769.3 million in variable rate loans, totaling an aggregate outstanding principal balance of $1,001.1 million. For June 30, 2020, the Company’s fixed rate commitments to originate had a weighted-average rate of 3.32%. For June 30, 2019, the Company had fixed and variable rate commitments to originate or purchase loans and leases with an aggregate outstanding principal balance of $65.8 million and $687.1 million for total commitments to originate of $752.8 million. For June 30, 2019, the Company’s fixed rate commitments to originate had a weighted average rate of 3.92%. At June 30, 2020, the Company also had fixed rate commitments to sell loans with an aggregate outstanding principal balance of $240.9 million. For June 30, 2019, the Company had fixed and variable rate commitments to sell of $92.3 million and $1.9 million for total commitments to sell of $94.2 million. At June 30, 2020 and 2019, 79.4% and 66.1% of the commitments to originate loans are matched with commitments to sell related to conforming single family loans classified as held for sale, respectively. Commitments to extend credit are agreements to lend to a customer so long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. The commitments for equity lines of credit may expire without being drawn upon. Therefore, the total commitment amounts do not necessarily represent future cash requirements. The amount of collateral obtained, if it is deemed necessary by the Company, is based on management’s credit evaluation of the customer. In addition, we invest in low income housing project partnerships, which provide income tax credits, and in small business investment companies that call for capital contributions up to an amount specified in the partnership agreements. As of June 30, 2020 and 2019, we had commitments to contribute capital to these entities totaling $19.3 million and $5.9 million. In the normal course of business, Axos Clearing’s customer activities involve the execution, settlement, and financing of various customer securities transactions. These activities may expose Axos Clearing to off-balance-sheet risk in the event the customer or other broker is unable to fulfill its contracted obligations and Axos Clearing has to purchase or sell the financial instrument underlying the contract at a loss. Axos Clearing’s clearing agreements with broker-dealers for which it provides clearing services requires them to indemnify Axos Clearing if customers fail to satisfy their contractual obligation. As of June 30, 2020, non-customer and customer margin securities of approximately $233.6 million and stock borrowings of approximately $222.4 million were available to the Company to utilize as collateral on various borrowings or for other purposes. The Company utilized $255.9 million of these available securities as collateral for securities loaned, $171.0 million for bank loans, and $13.1 million for OCC margin requirements. Litigation. On October 15, 2015, the Company, its Chief Executive Officer and its Chief Financial Officer were named defendants in a putative class action lawsuit styled Golden v. BofI Holding, Inc., et al, and brought in United States District Court for the Southern District of California (the “Golden Case”). On November 3, 2015, the Company, its Chief Executive Officer and its Chief Financial Officer were named defendants in a second putative class action lawsuit styled Hazan v. BofI Holding, Inc., et al, and also brought in the United States District Court for the Southern District of California (the “Hazan Case”). On February 1, 2016, the Golden Case and the Hazan Case were consolidated as In re BofI Holding, Inc. Securities Litigation, Case #: 3:15-cv-02324-GPC-KSC (the “Class Action”), and the Houston Municipal Employees Pension System was appointed lead plaintiff. The plaintiffs allege that the Company and other named defendants violated Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, and Rule 10b-5 promulgated thereunder, by failing to disclose wrongful conduct that was alleged in a complaint filed in connection with a wrongful termination of employment lawsuit filed on October 13, 2015 (the “Employment Matter”) and that as a result the Company’s statements regarding its internal controls, as well as portions of its financial statements, were false and misleading. On March 21, 2018, the Court entered a final order dismissing the Class Action with prejudice. Subsequently, the plaintiff filed a notice of appeal and opening brief, the Company filed its answering brief, arguments in the appeal occurred and the Court has taken the matter under advisement and has yet to issue its ruling. F-57 On April 3, 2017, the Company, its Chief Executive Officer and its Chief Financial Officer were named defendants in a putative class action lawsuit styled Mandalevy v. BofI Holding, Inc., et al, and brought in United States District Court for the Southern District of California (the “Mandalevy Case”). The Mandalevy Case seeks monetary damages and other relief on behalf of a putative class that has not been certified by the Court. The complaint in the Mandalevy Case (the “Mandalevy Complaint”) alleges a class period that differs from that alleged in the Class Action, and that the Company and other named defendants violated Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, and Rule 10b-5 promulgated thereunder, by failing to disclose wrongful conduct that was alleged in a March 2017 media article. The Mandalevy Case has not been consolidated into the Class Action. On December 7, 2018, the Court entered a final order granting the defendants’ motion and dismissing the Mandalevy Case with prejudice. Subsequently, the plaintiff filed a notice of appeal and opening brief, the Company filed its answering brief, arguments in the appeal occurred and the Court has taken the matter under advisement and has yet to issue its ruling. The Company and the other named defendants dispute the allegations of wrongdoing advanced by the plaintiffs in the Class Action, the Mandalevy Case, and in the Employment Matter, as well as those plaintiffs’ statement of the underlying factual circumstances, and are vigorously defending each case. In addition to the Class Action and the Mandalevy Case, two separate shareholder derivative actions were filed in December, 2015, purportedly on behalf of the Company. The first derivative action, Calcaterra v. Garrabrants, et al, was filed in the United States District Court for the Southern District of California on December 3, 2015. The second derivative action, Dow v. Micheletti, et al, was filed in the San Diego County Superior Court on December 16, 2015. A third derivative action, DeYoung v. Garrabrants, et al, was filed in the United States District Court for the Southern District of California on January 22, 2016, a fourth derivative action, Yong v. Garrabrants, et al, was filed in the United States District Court for the Southern District of California on January 29, 2016, a fifth derivative action, Laborers Pension Trust Fund of Northern Nevada v. Allrich et al, was filed in the United States District Court for the Southern District of California on February 2, 2016, and a sixth derivative action, Garner v. Garrabrants, et al, was filed in the San Diego County Superior Court on August 10, 2017. Each of these six derivative actions names the Company as a nominal defendant, and certain of its officers and directors as defendants. Each complaint sets forth allegations of breaches of fiduciary duties, gross mismanagement, abuse of control, and unjust enrichment against the defendant officers and directors. The plaintiffs in these derivative actions seek damages in unspecified amounts on the Company’s behalf from the officer and director defendants, certain corporate governance actions, and an award of their costs and attorney’s fees. The United States District Court for the Southern District of California ordered the four above-referenced derivative actions pending before it to be consolidated and appointed lead counsel in the consolidated action. On June 7, 2018, the Court entered an order granting defendant’s motion for judgment on the pleadings, but giving the plaintiffs limited leave to amend by June 28, 2018. The plaintiffs failed to file an amended complaint, and instead plaintiffs filed on June 28, 2018 a motion to stay the case pending resolution of the securities class action and Employment Matter. On August 10, 2018, defendants filed an opposition to plaintiffs’ motion. On September 11, 2018, the plaintiffs filed a second amended complaint. On October 16, 2018, defendants filed a motion to dismiss the second amended complaint. On October 16, 2018, defendants filed a motion to dismiss the second amended complaint. The Court dismissed the second amended complaint with prejudice on May 23, 2019. Subsequently, the plaintiff filed a notice of appeal and opening brief and the Company filed its answering brief. Oral argument has been set for September 2, 2020. The two derivative actions pending before the San Diego County Superior Court have been consolidated and have been stayed by agreement of the parties. In view of the inherent difficulty of predicting the outcome of each legal action, particularly since claimants seek substantial or indeterminate damages, it is not possible to reasonably predict or estimate the eventual loss or range of loss, if any, related to each legal action. 20. MINIMUM REGULATORY CAPITAL REQUIREMENTS The Company and Bank are subject to regulatory capital adequacy requirements promulgated by federal bank regulatory agencies. Failure by the Company or Bank to meet minimum capital requirements could result in certain mandatory and discretionary actions by regulators that could have a material adverse effect on the consolidated financial statements. The Federal Reserve establishes capital requirements for the Company and the OCC has similar requirements for the Bank. The following tables present regulatory capital information for the Company and Bank. Information presented for June 30, 2020, reflects the Basel III capital requirements that became effective January 1, 2015 for both the Company and Bank. Under these capital requirements and the regulatory framework for prompt corrective action, the Company and Bank must meet specific capital guidelines that involve quantitative measures of the Company and Bank’s assets, liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices. The Company’s and Bank’s capital amounts and classifications are also subject to qualitative judgments by regulators about components, risk weightings and other factors. F-58 Quantitative measures established by regulation require the Company and Bank to maintain certain minimum capital amounts and ratios. Federal bank regulators require the Company and Bank maintain minimum ratios of core capital to adjusted average assets of 4.0%, common equity tier 1 capital to risk-weighted assets of 4.5%, tier 1 capital to risk-weighted assets of 6.0% and total risk- based capital to risk-weighted assets of 8.0%. At June 30, 2020, the Company and Bank met all the capital adequacy requirements to which they were subject. At June 30, 2020, the Company and Bank were “well capitalized” under the regulatory framework for prompt corrective action. To be “well capitalized,” the Company and Bank must maintain minimum leverage, common equity tier 1 risk- based, tier 1 risk-based and total risk-based capital ratios of at least 5.0%, 6.5%, 8.0% and 10.0%, respectively. Management believes that no conditions or events have occurred since June 30, 2020 that would materially adversely change the Company’s and Bank’s capital classifications. From time to time, we may need to raise additional capital to support the Company’s and Bank’s further growth and to maintain their “well capitalized” status. The Bank’s capital amounts, capital ratios and capital requirements under Basel III were as follows: (Dollars in thousands) Regulatory Capital: Tier 1 Common equity tier 1 Total capital (to risk-weighted assets) Assets: Average adjusted Total risk-weighted Regulatory Capital Ratios: Tier 1 leverage (core) capital to adjusted average assets Common equity tier 1 capital (to risk-weighted assets) Tier 1 capital (to risk-weighted assets) Total capital (to risk-weighted assets) Axos Financial, Inc. Axos Bank June 30, 2020 June 30, 2019 June 30, 2020 June 30, 2019 “Well Capitalized” Ratio Minimum Capital Ratio $ 1,106,393 $ 1,101,330 $ $ 938,143 $ 1,080,455 933,080 $ 1,080,455 $ 1,240,923 $ 1,053,855 $ 1,156,401 $ $ $ 932,366 932,366 989,678 $ 12,333,030 $ 9,817,374 $ 10,717,011 $ 8,161,588 $ 11,679,819 $ 9,160,365 $ 10,124,487 $ 7,679,738 8.97% 8.75% 9.25% 9.21% 5.00% 4.00% 11.22% 11.43% 11.79% 12.14% 6.50% 4.50% 11.27% 11.49% 11.79% 12.14% 8.00% 6.00% 12.64% 12.91% 12.62% 12.89% 10.00% 8.00% Beginning January 1, 2016, Basel III implements a requirement for all banking organizations to maintain a capital conservation buffer above the minimum risk-based capital requirements in order to avoid certain limitations on capital distributions, stock repurchases and discretionary bonus payments to executive officers. The capital conservation buffer will be exclusively composed of common equity tier 1 capital, and it applies to each of the three risk-based capital ratios but not the leverage ratio. At June 30, 2020, the Company and Bank are in compliance with the capital conservation buffer requirement. Inclusive of the fully phased-in capital conservation buffer, the common equity Tier 1 capital, Tier 1 risk-based capital and total risk-based capital ratio minimums are 7.0%, 8.5% and 10.5%, respectively. A banking organization with a buffer of less than the required amount is subject to increasingly stringent limitations on such distributions and payments as the buffer approaches zero. The new rule also generally prohibits a banking organization from making such distributions or payments during any quarter if its eligible retained income is negative and its capital conservation buffer ratio was 2.5% or less at the end of the previous quarter. The eligible retained income of a banking organization is defined as its net income for the four calendar quarters preceding the current calendar quarter, based on the organization’s quarterly regulatory reports, net of any distributions and associated tax effects not already reflected in net income. Securities Business Pursuant to the net capital requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Axos Clearing is subject to the SEC Uniform Net Capital (Rule 15c3-1 of the Exchange Act). Under this rule, the Company has elected to operate under the alternate method and is required to maintain minimum net capital of $250,000 or 2% of aggregate debit balances arising from client transactions, as defined. On June 30, 2020, 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. F-59 The net capital position of Axos Clearing was as follows: (Dollars in thousands) Net capital Less: required net capital Excess capital Net capital as a percentage of aggregate debit items Net capital in excess of 5% aggregate debit items June 30, 2020 June 30, 2019 $ $ $ 34,022 4,572 29,450 14.88% 22,593 $ $ $ 25,327 3,829 21,498 13.23% 15,754 Axos Clearing as a clearing broker, is subject to SEC Customer Protection Rule (Rule 15c3-3 of the Exchange Act) which requires segregation of funds in a special reserve account for the benefit of customers. At June 30, 2020, the Company had a deposit requirement of $159.5 million and maintained a deposit of $178.8 million. At June 30, 2019, the Company had a deposit requirement of $198.3 million and maintained a deposit of $204.7 million. Certain broker-dealers have chosen to maintain brokerage customer accounts at the Axos Clearing. To allow these broker- dealers to classify their assets held by the Company as allowable assets in their computation of net capital, the Company computes a separate reserve requirement for Proprietary Accounts of Brokers (PAB). At June 30, 2020, the Company had a deposit requirement of $17.0 million and maintained a deposit of $15.2 million. On July 1, 2020, Axos Clearing made a deposit to satisfy the deposit requirement . At June 30, 2019, the Company had a deposit requirement of $3.4 million and maintained a deposit of $1.7 million. On July 1, 2019, Axos Clearing made a deposit to satisfy the deposit requirement . 21. EMPLOYEE BENEFIT PLAN The Company has two 401(k) plans whereby substantially all of its employees may participate in one of the plans. Employees may contribute up to 100% of their compensation subject to certain limits based on federal tax laws. The Company provides an employer matching contribution to each of the 401(k) plans based on an employee’s designated deferral of their eligible compensation. For the fiscal years ended June 30, 2020, 2019, and 2018, expenses attributable to the plans amounted to $2.4 million, $2.4 million, and $1.5 million, respectively. F-60 22. PARENT-ONLY CONDENSED FINANCIAL INFORMATION The following tables present Axos Financial, Inc. (Parent company only) financial information and should be read in conjunction with the consolidated financial statements of the Company and the other notes to the consolidated financial statements. Adjustments to to investment in subsidiary, stockholders’ equity and equity in undistributed earnings of subsidiary have been made to eliminate an intercompany transaction between multiple subsidiaries and the Parent company. CONDENSED BALANCE SHEETS (Dollars in thousands) ASSETS Cash and due from banks Loans Investment securities Other assets Investment in subsidiary Total assets LIABILITIES AND STOCKHOLDERS’ EQUITY Borrowings, subordinated notes and debentures Accounts payable and accrued liabilities and other liabilities Total liabilities Stockholders’ equity Total liabilities and stockholders’ equity At June 30, 2020 2019 23,130 $ 26,907 — 14,038 92,200 1,254,610 1,383,978 62,337 90,795 153,132 1,230,846 $ $ 1,383,978 $ 10 — 18,761 1,106,078 1,151,756 62,129 16,577 78,706 1,073,050 1,151,756 $ $ $ $ STATEMENTS OF INCOME (Dollars in thousands) Interest income Interest expense Net interest (expense) income Net interest (expense) income, after provision for loan losses Non-interest income (loss) Non-interest expense and tax benefit1 Income (loss) before dividends from subsidiary and equity in undistributed income of subsidiary Dividends from subsidiary Equity in undistributed earnings of subsidiary Net income Comprehensive income Year Ended June 30, 2020 2019 2018 $ 619 $ 472 $ 4,348 (3,729) (3,729) 58 11,903 (15,574) 119,114 79,898 183,438 182,485 $ $ 3,931 (3,459) (3,459) — 15,143 (18,602) 80,000 93,733 155,131 155,760 $ $ $ $ 479 3,648 (3,169) (3,169) 153 11,825 (14,841) 69,800 97,452 152,411 151,311 1 Includes tax benefits of $5,152, $10,749, and $11,140 for the years ended June 30, 2020, 2019, and 2018, respectively. F-61 Axos Financial, Inc. (Parent Company Only) STATEMENT OF CASH FLOWS (Dollars in thousands) CASH FLOWS FROM OPERATING ACTIVITIES: Net income1 Adjustments to reconcile net income to net cash used in operating activities: Accretion of discounts on securities Amortization of borrowing costs Net gain on investment securities Stock-based compensation expense Equity in undistributed earnings of subsidiary Decrease (increase) in other assets Increase (decrease) in other liabilities Net cash provided by (used in) operating activities CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of investment securities Proceeds from sale of available-for-sale securities Origination of loans and leases held for investment Purchases of loans and leases, net of discounts and premiums Proceeds from principal repayments on loans Investment in subsidiary Net cash provided by (used in) investing activities CASH FLOWS FROM FINANCING ACTIVITIES: Tax effect from vesting of restricted stock units Tax payments related to the settlement of restricted stock units Repurchase of treasury stock Proceeds from issuance of subordinated notes Cash dividends on preferred stock Net cash provided by (used in) financing activities NET CHANGE IN CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS—Beginning of year CASH AND CASH EQUIVALENTS—End of year 2020 Year Ended June 30, 2019 2018 $ 183,438 $ 155,131 $ 152,411 26 208 — 21,935 (79,898) (72,268) 74,295 127,736 (15,301) — — (59,391) 10 (10,130) (84,812) — (7,457) (38,858) — (386) (46,701) (3,777) 26,907 23,130 $ — 208 — 23,439 (93,733) (8,477) 7,986 84,554 — — (844) — 854 (106,557) (106,547) — (9,916) (56,437) 7,400 (232) (59,185) (81,178) 108,085 26,907 $ (2) 208 (153) 20,399 (97,452) (4,938) 5,528 76,001 — 162 — — 9 (4,000) (3,829) 7 (9,958) (35,183) — (309) (45,443) 26,729 81,356 108,085 $ F-62 23. QUARTERLY FINANCIAL INFORMATION (UNAUDITED) (Dollars in thousands, except per share data) Interest and dividend income Interest expense Net interest income Provision for loan and lease losses Net interest income after provision for loan and lease losses Non-interest income Non-interest expense Income before income tax expense Income tax expense Net income Net income attributable to common stock Basic earnings per share Diluted earnings per share (Dollars in thousands, except per share data) Interest and dividend income Interest expense Net interest income Provision for loan and lease losses Net interest income after provision for loan and lease losses Non-interest income Non-interest expense Income before income tax expense Income tax expense Net income Net income attributable to common stock Basic earnings per share Diluted earnings per share 24. SEGMENT REPORTING Quarters Ended in Fiscal Year 2020 June 30, March 31, December 31, September 30, $ 144,143 26,871 117,272 6,500 $ 185,063 36,447 148,616 28,500 $ 147,288 38,868 108,420 4,500 146,345 43,042 103,303 2,700 110,772 120,116 103,920 100,603 28,702 71,544 67,930 22,630 45,300 45,223 0.76 0.75 $ $ $ $ 31,542 71,790 79,868 23,811 56,057 55,980 0.92 0.91 $ $ $ $ 21,207 66,965 58,162 16,867 41,295 41,217 0.67 0.67 $ $ $ $ 21,536 65,467 56,672 15,886 40,786 40,709 0.66 0.66 Quarters Ended in Fiscal Year 2019 June 30, March 31, December 31, September 30, 141,643 41,206 100,437 2,800 97,637 23,224 65,536 55,325 14,691 40,634 40,557 0.66 0.66 $ $ $ $ $ 169,208 40,039 129,169 19,000 110,169 26,098 81,815 54,452 15,631 38,821 38,744 0.63 0.63 $ $ $ $ $ 131,239 38,519 92,720 4,950 87,770 16,892 50,933 53,729 14,894 38,835 38,757 0.62 0.62 $ $ $ $ $ 122,797 36,518 86,279 600 85,679 16,543 52,922 49,300 12,459 36,841 36,764 0.59 0.58 $ $ $ $ $ $ $ $ $ $ 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 Company operates through two operating segments: Banking Business and Securities Business. Banking Business. The Banking Business includes a broad range of banking services including online banking, concierge banking, prepaid card services, and mortgage, vehicle and unsecured lending through online and telephonic distribution channels to serve the needs of consumer and small businesses nationally. In addition, the Banking Business focuses on providing deposit products nationwide to industry verticals (e.g., Title and Escrow), cash management products to a variety of businesses, and commercial & industrial and commercial real estate lending to clients. The Banking Business also includes a bankruptcy trustee and fiduciary service that provides specialized software and consulting services to Chapter 7 bankruptcy and non-Chapter 7 trustees and fiduciaries. F-63 Securities Business. The Securities Business consists of two sets of products and services, securities services provided to third-party securities firms and investment management provided to consumers. Securities services includes fully disclosed clearing services through Axos Clearing to FINRA- and SEC-registered member firms for trade execution and clearance as well as back office services such as record keeping, trade reporting, accounting, general back-office support, securities and margin lending, reorganization assistance and custody of securities. Providing financing to our brokerage customers for their securities trading activities through margin loans that are collateralized by securities, cash, or other acceptable collateral. Securities lending activities that include borrowing and lending securities with other broker-dealers. These activities involve borrowing securities to cover short sales and to complete transactions in which clients have failed to deliver securities by the required settlement date, and lending securities to other broker dealers for similar purposes. Investment management includes our digital wealth management business, which provides our retail customers with investment management services through a comprehensive and flexible technology platform. In order to reconcile the two segments to the consolidated totals, the Company includes parent-only activities and intercompany eliminations. The following tables present the operating results, goodwill, and assets of the segments: Income (Loss) before income taxes $ 285,727 $ (Dollars in thousands) Net interest income Provision for loan losses Non-interest income Non-interest expense (Dollars in thousands) Net interest income Provision for loan losses Non-interest income Non-interest expense Year Ended June 30, 2020 Banking Business Securities Business Corporate/ Eliminations Axos Consolidated $ $ 464,448 42,200 80,374 216,895 $ 16,630 — 24,817 43,525 (2,078) $ (3,467) $ — (2,204) 15,346 (21,017) $ 477,611 42,200 102,987 275,766 262,632 Year Ended June 30, 2019 Corporate/ Eliminations $ Axos Consolidated 408,605 7,564 — 12,071 34,430 (14,795) $ (3,459) $ — (231) 24,188 (27,878) $ 27,350 82,757 251,206 212,806 Banking Business Securities Business $ 404,500 $ 27,350 70,917 192,588 Income (Loss) before income taxes $ 255,479 $ (Dollars in thousands) Goodwill Total assets (Dollars in thousands) Goodwill Total assets As of June 30, 2020 Banking Business Securities Business $ $ 35,721 13,018,814 $ $ 35,501 737,419 Corporate/ Eliminations $ $ 95,667 — $ $ Axos Consolidated 71,222 13,851,900 As of June 30, 2019 Corporate/ Eliminations $ $ 7,775 — $ $ Axos Consolidated 71,222 11,220,238 Banking Business Securities Business $ $ 35,721 10,566,813 $ $ 35,501 645,650 F-64 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 Exhibit 4.7 As of August 26, 2020, Axos Financial, Inc. (the “Company”) has two classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): (1) our common stock and (2) our 6.25% subordinated notes due 2026. DESCRIPTION OF COMMON STOCK We may issue, from time to time, shares of our common stock, the general terms and provisions of which are summarized below. This summary does not purport to be complete and is subject to, and is qualified in its entirety by express reference to, the provisions of our Certificate of Incorporation and Bylaws. General We are authorized to issue up to 150,000,000 shares of common stock, par value $0.01 per share. As of August 21, 2020, there were 67,459,812 shares of common stock issued and 59,506,619 shares of common stock outstanding. Under our Certificate of Incorporation, we have the authority to issue an aggregate of 150,000,000 shares of common stock. We have also previously granted stock options and restricted stock units representing the right to purchase or receive shares of our common stock under our equity incentive plans. Listing of the Common Stock The common stock is listed for trading on the New York Stock Exchange under the symbol “AX.” Dividends Subject to preferences that may be applicable to any of the outstanding shares of our preferred stock, and subject to compliance with limitations imposed by law, the holders of our common stock are entitled to receive ratably those dividends, if any, as may be declared from time to time by our board of directors out of legally available funds. Voting Rights Each holder of our common stock is entitled to one vote for each share held of record on all matters submitted to a vote of the stockholders, including the election of directors. Our stockholders do not have cumulative voting rights. Liquidation In the event of our liquidation, dissolution or winding up, holders of our common stock will be entitled to share ratably in the net assets legally available for distribution to stockholders after the payment of all of our debts and other liabilities and the satisfaction of any liquidation preferences granted to the holders of any outstanding shares of our preferred stock, including our Series A preferred stock and any other series of preferred stock which we may designate in the future. Rights and Preferences Holders of our common stock have no preemptive, conversion or subscription rights, and there are no redemption or sinking fund provisions applicable to our common stock. The rights, preferences and privileges of the holders of our common stock are subject to, and may be adversely affected by, the rights of the holders of shares of any series of our preferred stock, including our Series A preferred stock and any series of preferred stock which we may designate in the future. Fully Paid and Nonassessable All outstanding shares of our common stock are, fully paid and nonassessable. Transfer Agent and Registrar The transfer agent and registrar for the common stock is Computershare Trust Company, N.A. Certain Anti-takeover Effects General. Certain provisions of our Certificate of Incorporation, our Bylaws and the Delaware General Corporation Law (the “DGCL”) could make it more difficult to consummate an acquisition of control of us by means of a tender offer, a proxy fight, open market purchases or otherwise in a transaction not approved by our Board of Directors, regardless of whether our stockholders support the transaction. The summary of the provisions set forth below does not purport to be complete and is qualified in its entirety by reference to our Certificate of Incorporation, our Bylaws and the DGCL. Business Combinations. Section 203 of the DGCL restricts a wide range of transactions (“business combinations”) between a corporation and an interested stockholder. An “interested stockholder” is, generally, any person who beneficially owns, directly or indirectly, 15% or more of the corporation’s outstanding voting stock. Business combinations are broadly defined to include (i) mergers or consolidations with, (ii) sales or other dispositions of more than 10% of the corporation’s assets to, (iii) certain transactions resulting in the issuance or transfer of any stock of the corporation or any subsidiary to, (iv) certain transactions resulting in an increase in the proportionate share of stock of the corporation or any subsidiary owned by, or (v) receipt of the benefit (other than proportionately as a stockholder) of any loans, advances or other financial benefits by, an interested stockholder. Section 203 provides that an interested stockholder may not engage in a business combination with the corporation for a period of three years from the time of becoming an interested stockholder unless (a) the Board of Directors approved either the business combination or the transaction which resulted in the person becoming an interested stockholder prior to the time that person became an interested stockholder; (b) upon consummation of the transaction which resulted in the person becoming an interested stockholder, that person owned at least 85% of the corporation’s voting stock (excluding, for purposes of determining the voting stock outstanding, but not the outstanding voting stock owned by the interested stockholder, shares owned by persons who are directors and also officers and shares owned by certain employee stock plans); or (c) the business combination is approved by the Board of Directors and authorized by the affirmative vote of at least 66 2/3% of the outstanding voting stock not owned by the interested stockholder. Classified Board of Directors. Our Certificate of Incorporation provides that our Board be divided into three classes of directors, as nearly equal in number as possible, with each class serving a staggered three-year term. The classification system of electing directors may tend to discourage a third-party from making a tender offer or otherwise attempting to obtain control of us since the classification of the board of directors generally increases the difficulty of replacing a majority of directors. Advance Notice Provisions. Stockholders seeking to nominate candidates to be elected as directors at an annual meeting or to bring business before an annual meeting must comply with an advance written procedure specified in our Bylaws. Only persons who are nominated by or at the direction of our board, or by a stockholder who has given timely written notice to our Secretary before the meeting to elect directors as specified in our Bylaws, will be eligible for election as directors. At any stockholders’ meeting the business to be conducted is limited to business brought before the meeting by or at the direction of the board of directors, or a stockholder who has given timely written notice to our Secretary in compliance with the advance written procedure specified in our Bylaws. Special Stockholder Meetings. Under our Certificate of Incorporation and our Bylaws, only our Chairman of the Board, President, or Secretary (upon receipt of a written request of a majority of the directors then in office), may call special meetings of stockholders. Stockholders do not have the authority to call special meetings of stockholders. No Stockholder Written Consents. Our Certificate of Incorporation denies the power of stockholders to act by consent without a meeting. Additional Authorized Shares of Capital Stock. The additional shares of authorized common stock and preferred stock available for issuance under our Certificate of Incorporation could be issued at such times, under such circumstances and with such terms and conditions as to impede a change in control. Supermajority Voting Provisions. Our Certificate of Incorporation provides that certain sections of our Certificate of Incorporation and our Bylaws may not be amended or repealed by our stockholders without the affirmative vote of the holders of at least 75% of the voting power of all shares of the corporation entitled to vote generally in the election of directors, voting together as a single class. Our Certificate of Incorporation also provides that the affirmative vote of the holders of at least 75% of the voting power of all shares of the corporation entitled to vote generally in the election of directors, voting together as a single class, may remove such director or directors only for cause and in the manner provided in our Certificate of Incorporation. Limitation of Liability; Indemnification Our Certificate of Incorporation and Bylaws provide that we will indemnify all of our directors and officers to the fullest extent permitted by Delaware law. Our Certificate of Incorporation and Bylaws also authorize us to indemnify our employees and other agents, at our option, to the fullest extent permitted by Delaware law. We have entered into agreements to indemnify our directors and officers, in addition to indemnification provided for in our charter documents. These agreements, among other things, provide for the indemnification of our directors and officers for expenses, including attorneys’ fees, judgments, fines and settlement amounts incurred by any person in any action or proceeding, including any action by or in the right of our company, arising out of that person’s services as a director or officer of our company or any other company or enterprise to which that person provides services at our request to the fullest extent permitted by applicable law. Delaware law permits a corporation to provide in its Certificate of Incorporation that a director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability for any breach of the director’s duty of loyalty to the corporation or its stockholders, for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, for unlawful payments of dividends or unlawful stock repurchases or redemptions as provided in Section 174 of the Delaware General Corporation Law or for any transaction from which the director derived an improper personal benefit. Our Certificate of Incorporation provides for the elimination of personal liability of a director for breach of fiduciary duty to the extent permitted by Delaware law. The limitation of liability and indemnification provisions in our Certificate of Incorporation and Bylaws may discourage stockholders from bringing a lawsuit against our directors for breach of their fiduciary duty. They may also reduce the likelihood of derivative litigation against our directors and officers, even though an action, if successful, might benefit us and our stockholders. Furthermore, a stockholder’s investment may be adversely affected to the extent that we pay the costs of settlement and damage awards against directors and officers as required by these indemnification provisions. We maintain insurance on behalf of our officers and directors, insuring them against liabilities that they may incur in such capacities or arising out of this status. Exclusive Forum Provision In accordance with an exclusive forum provision set forth in our Bylaws, unless the corporation consents in writing to the selection of an alternative forum, the Court of Chancery (the “Chancery Court”) of the State of Delaware (or, in the event that the Chancery Court does not have jurisdiction, the federal district court for the District of Delaware or other state courts of the State of Delaware) shall, to the fullest extent permitted by law, be the sole and exclusive forum for (a) any derivative action or proceeding brought on behalf of the corporation; (b) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or stockholder of the corporation to the corporation or to the corporation’s stockholders; (c) any action arising pursuant to any provision of the DGCL or our Certificate of Incorporation or our Bylaws (as each may be amended from time to time); (d) any action to interpret, apply, enforce or determine the validity of our Certificate of Incorporation or our Bylaws; or (e) any action asserting a claim against the corporation governed by the internal affairs doctrine; in each case, subject to said court having personal jurisdiction over the indispensable parties named as defendants therein. DESCRIPTION OF 6.25% SUBORDINATED NOTES DUE 2026 The following description of certain material terms of our 6.25% subordinated notes due 2026 (the “Notes”) does not purport to be complete. The following description is subject to, and is qualified in its entirety by reference to, the Subordinated Indenture, dated as of March 3, 2016, between the Company and U.S. Bank National Association, as trustee, the First Supplemental Indenture, dated as of March 3, 2016, between the Company and U.S. Bank National Association, as trustee, and Amendment No.1, dated March 24, 2016, to First Supplemental Indenture, dated as of March 3, 2016, between the Company and U.S. Bank National Association, as trustee (referred to collectively herein as the “indenture”). General We have issued Notes in an aggregate principal amount of $51,000,000. The Notes were issued in minimum denominations of $25 and integral multiples of $25 in excess thereof. The Notes have a maturity date of February 28, 2026 (or if such day is not a business day, the following business day). The indenture does not require the maintenance of any financial ratios or specified levels of net worth or liquidity. The Notes do not have a sinking fund. Interest Rate Interest on the Notes accrue from and including their initial date of issuance to, but excluding, the maturity date or earlier acceleration or redemption at an annual rate equal to 6.25%, and is payable quarterly in arrears on May 31, August 31, November 30 and February 28 (February 29 in case of a leap year) of each year, beginning on May 31, 2016, to the record holders at the close of business on the preceding May 15, August 15, November 15 and February 15, as applicable (whether or not a business day). Interest payments include accrued interest from and including the date of original issuance, or, if interest has already been paid, from the last date in respect of which interest has been paid or duly provided for to, but excluding, the next succeeding interest payment date, the maturity date or the redemption date, as the case may be. The amount of interest payable for any interest payment period, including interest payable for any partial interest payment period, will be computed on the basis of a 360-day year comprised of twelve 30-day months. The term "interest payment period" refers to the quarterly period from and including an interest payment date to, but excluding, the next succeeding interest payment date. In the event that any date on which interest is payable on the Notes is not a business day, payment of the interest payable on such date will be made on the next succeeding day that is a business day (and without any interest or other payment in respect of any such delay). Interest not paid on any payment date accrues and compounds quarterly at a rate per year equal to the rate of interest on the Notes until paid. References to "interest" include interest accruing on the Notes and other unpaid amounts and additional interest, as applicable. "Business day" means any day that is not a Saturday, a Sunday or a day on which banking institutions located in New York, New York and Chicago, Illinois are generally authorized or obligated by law or executive order to be closed. Ranking The payment of the principal of and interest on the Notes is expressly subordinated, to the extent and in the manner set forth in the indenture, to the prior payment in full of amount and all existing and future senior debt. Subject to the qualifications described below, the term senior debt is defined in the indenture to mean all of the Company’s: • • • • indebtedness for borrowed or purchased money, whether or not evidenced by bonds, debentures, notes, or other written instruments; obligations under letters of credit; indebtedness or other obligations with respect to commodity contracts, interest rate and currency swap agreements, cap, floor, and collar agreements, currency spot and forward contracts, and other similar agreements or arrangements designed to protect against fluctuations in currency exchange or interest rates; and guarantees, endorsements (other than by endorsement of negotiable instruments for collection in the ordinary course of business), and other similar contingent obligations in respect of obligations of others of a type described in the preceding bullets, whether or not classified as a liability on a balance sheet prepared in accordance with accounting principles generally accepted in the United States; in each case, whether outstanding on the date that we entered into the indenture or arising after that time, and other than obligations ranking on a parity with the Notes or ranking junior to the Notes. Indebtedness and obligations that rank junior to the Notes under the terms of the indenture would include (i) our junior subordinated debentures underlying our outstanding trust preferred securities, and (ii) any other indebtedness the terms of which provide that such indebtedness ranks junior to the Notes, with respect to which the Notes will rank senior in right of payment and upon liquidation. All liabilities of the Bank and other subsidiaries, and liabilities arising during our subsidiaries' ordinary course of business, will be effectively senior to the Notes to the extent of the assets of such subsidiaries, as we are a holding company. Because the Company is a savings and loan holding company, over the term of the Notes it may need to rely primarily on dividends from Axos Bank (the “Bank”), which is a regulated financial institution, to pay interest and principal on its outstanding debt obligations and to make dividends and other payments on its other securities. Regulatory rules may restrict our ability to withdraw capital from the Bank by dividends or other means. In the event of any insolvency, bankruptcy, receivership, liquidation, reorganization, readjustment of debt, composition, or other similar proceeding relating to the Company or its property; any proceeding for the liquidation, dissolution, or other winding up of the Company, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy proceedings; or any assignment by the Company for the benefit of creditors, all of our obligations to holders of our senior debt will be entitled to be paid in full before any payment or distribution, whether in cash, securities or other property, can be made on account of the principal of or interest on the Notes. Only after payment in full of all amounts owing with respect to any senior debt will the holders of the Notes, together with the holders of any of our obligations ranking on a parity with the Notes, be entitled to be paid from our remaining assets the amounts due and owing on account of unpaid principal of and interest on the Notes. In the event and during the continuation of any default in the payment of the principal of or any premium or interest on any senior debt beyond any applicable grace period with respect to such senior debt, or in the event that any event of default with respect to any senior debt shall have occurred and be continuing permitting the holders of such senior debt (or the trustee on behalf of the holders of such senior debt) to declare such senior debt due and payable prior to the date on which it would otherwise have become due and payable, unless and until such event of default shall have been cured or waived or shall have ceased to exist and such acceleration shall have been rescinded or annulled, or in the event any judicial proceeding shall be pending with respect to any such default in payment or event of default, then no payment shall be made by the Company on account of the principal of or interest on the Notes or on account of the purchase or other acquisition of any Notes. By reason of the above subordination in favor of the holders of our senior debt, in the event of our bankruptcy or insolvency, holders of our senior debt may receive more, ratably, and holders of the Notes may receive less, ratably, than our other creditors. The Notes do not limit our or our subsidiaries' ability to incur additional debt, including debt that ranks senior or pari passu in right of payment and upon our liquidation to the Notes. The Notes will be effectively subordinated to all of the existing and future indebtedness and other liabilities of our subsidiaries, including the Bank. Optional Redemption The Company may redeem the Notes in $25 increments in whole at any time or in part from time to time on or after March 31, 2021, which date may be extended at the Company's discretion, at a redemption price equal to their principal amount plus accrued and unpaid interest to, but excluding, the date of redemption; provided that if the Notes are not redeemed in whole, at least $10 million aggregate principal amount of the Notes must remain outstanding after giving effect to such redemption. In addition, we may not redeem the Notes in part if the principal amount has been accelerated and such acceleration has not been rescinded or unless all accrued and unpaid interest has been paid in full on all outstanding Notes for all interest payment periods terminating on or before the redemption date. The Notes may not otherwise be redeemed prior to maturity, except that we may also, at our option, redeem the Notes before the maturity date in whole, at any time, or in part from time to time, upon the occurrence of: • • a “Tax Event” defined in the First Supplemental Indenture to mean the receipt by us of an opinion of independent tax counsel to the effect that an amendment to, or change (including any announced prospective change) in, the laws or any regulations of the United States or any political subdivision or taxing authority, or as a result of any official administrative pronouncement or judicial decision interpreting or applying such laws or regulations, which change or amendment becomes effective or which pronouncement or decision is announced on or after the date of the issuance of the Notes, resulting in more than an insubstantial risk that the interest payable on the Notes is not, or within 90 days of receipt of such opinion of tax counsel, will not be, deductible by us, in whole or in part, for U.S. federal income tax purposes; a “Tier 2 Capital Event” defined in the First Supplemental Indenture to mean the receipt by us of an opinion of independent bank regulatory counsel to the effect that, as a result of (a) any amendment to, or change (including any announced prospective change) in, the laws or any regulations thereunder of the United States or any rules, guidelines or policies of an applicable regulatory authority for the Company or (b) any official administrative pronouncement or judicial decision interpreting or applying such laws or regulations, which amendment or change is effective or which pronouncement or decision is announced on or after the date of original issuance of the Notes, the Subordinated Notes do not constitute, or within 90 days of the date of such opinion will not constitute, Tier 2 Capital (or its then equivalent if we were subject to such capital requirement) for purposes of capital adequacy guidelines of the Board of Governors of the Federal Reserve (or any successor regulatory authority with jurisdiction over savings and loan holding companies), as then in effect and applicable to us that would preclude the Notes from being included as Tier 2 Capital; or • the Company is required to register as an investment company pursuant to the Investment Company Act of 1940. Under the Federal Reserve Board’s (“FRB”) current risk-based capital guidelines applicable to savings and loan holding companies, any redemption of the Notes will be subject to prior approval of the FRB. Redemption Procedures If we give a notice of redemption in respect of any Notes, then prior to the redemption date, we will irrevocably deposit with the trustee or a paying agent for the Notes funds sufficient to pay the applicable redemption price of, and (unless the redemption date is an interest payment date) accrued interest on, the Notes to be redeemed. Notwithstanding the foregoing, interest payable on or prior to the redemption date for any Notes called for redemption will be payable to the holders of the Notes on the relevant record dates for the related interest payment dates. Once notice of redemption has been given in accordance with the terms of the indenture and funds deposited as required, then upon the date of the deposit, all rights of the holders of the Notes so called for redemption will cease, except the right of the holders of the Notes to receive the redemption price and any interest payable in respect of the Notes on or prior to the redemption date and the Notes will cease to be outstanding on the redemption date. In the event that the Company defaults in the payment of the redemption price in respect of Notes called for redemption, interest on the Notes will continue to accrue at the then applicable rate from the redemption date originally established by us for the Notes to the date the redemption price is actually paid. Subject to applicable law (including, without limitation, U.S. federal securities law), we or our subsidiaries may at any time and from time to time purchase outstanding Notes by tender, in the open market or by private agreement. If less than all of the Notes are to be redeemed, the particular Notes to be redeemed will be selected not more than 45 days prior to the redemption date by the trustee, from the outstanding Notes not previously called for redemption, by such method as the trustee in its sole discretion deems fair and appropriate and which may provide for the selection for redemption of portions of the principal amount of any Notes, provided that the unredeemed portion of the principal amount of any Notes shall be in an authorized denomination (which shall not be less than the minimum authorized denomination) for such Notes. The trustee will promptly notify us in writing of the Notes selected for redemption and, in the case of any Notes selected for partial redemption, the principal amount thereof to be redeemed. Notice of any redemption will be mailed at least 30 days but not more than 60 days before the redemption date to each holder of Notes to be redeemed at its registered address. Unless we default in payment of the redemption price on the Notes, on and after the redemption date, interest will cease to accrue on the Notes or portions called for redemption. Denominations The Notes are issued only in denominations of $25 each and integral multiples of $25 in excess thereof. The Notes are held in book-entry form only, in the name of The Depository Trust Company or its nominee. Events of Default; Limitations on Suits Under the indenture, an event of default will occur with respect to the Notes only upon the occurrence of any one of the following events: • • • the entry of a decree or order for relief in respect of the Company by a court having jurisdiction in the premises in an involuntary case under any applicable bankruptcy, insolvency, or reorganization law, now or hereafter in effect, and the decree or order continues unstayed and in effect for a period of 60 consecutive days; the commencement by the Company of a voluntary case under any applicable bankruptcy, insolvency, or reorganization law, now or hereafter in effect, or the consent by the Company to the entry of a decree or order for relief in an involuntary case under any such law; or in the event a receiver, conservator or similar official is appointed for the Company's principal banking subsidiary (currently, the Bank). If an event of default occurs, the outstanding principal amount and all accrued but unpaid interest on the Notes will become due and payable immediately. The foregoing provision would, in the event of the bankruptcy or insolvency involving the Company, be subject as to enforcement to the broad equity powers of a federal bankruptcy court and to the determination by that court of the nature and status of the payment claims of the holders of the Notes. Subject to certain conditions, but before a judgment or decree for payment of the money due has been obtained, an acceleration may be annulled by the holders of a majority in principal amount of the outstanding Notes. There is no automatic acceleration or right of acceleration in the case of a default in the payment of principal of or interest on the Notes or in our non-performance of any other obligation under the Notes or the indenture. If we default in our obligation to pay any interest on the Notes when due and payable and such default continues for a period of 30 days, or if we default in our obligation to pay the principal amount due upon maturity, or if we breach any covenant or agreement contained in the indenture, then the trustee may, subject to certain limitations and conditions, seek to enforce its rights and the rights of the holders of Notes of the performance of any covenant or agreement in the indenture. The indenture provides that, subject to the duty of the trustee upon the occurrence of an event of default to act with the required standard of care, the trustee will be under no obligation to exercise any of its rights or powers under the indenture at the request or direction of any of the holders of Notes unless such holders shall have offered to the trustee reasonable indemnity or security against the costs, expenses and liabilities which may be incurred by it in complying with such request or direction. Subject to certain provisions, the holders of a majority in principal amount of the outstanding Notes will have the right to direct the time, method, and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the trustee with respect to the Notes. No holder of Notes will have any right to institute any proceeding, judicial or otherwise, with respect to the indenture, or for the appointment of a receiver or trustee, or for any other remedy under the indenture, unless: • • • • • such holder has previously given written notice to the trustee of a continuing event of default with respect to the Notes; the holders of not less than 25% in principal amount of the Notes shall have made written request to the trustee to institute proceedings in respect of such event of default in its own name as trustee under the indenture; such holder or holders have offered to the trustee reasonable indemnity against the costs, expenses, and liabilities to be incurred in complying with such request; the trustee for 60 days after its receipt of such notice, request, and offer of indemnity has failed to institute any such proceeding; and no direction inconsistent with such written request has been given to the trustee during such 60 day-period by the holders of a majority in principal amount of the outstanding Notes. In any event, the indenture provides that no such holder or holders shall have any right under the indenture to affect, disturb or prejudice the rights of any other holder, or to obtain priority or preference over any of the other holders or to enforce any right under the indenture, except in the manner provided in the indenture and for the equal and ratable benefit of all holders of Notes. Satisfaction, Discharge and Defeasance So long as no event of default has occurred and is continuing, we may elect to discharge certain of our obligations under the indenture with respect to the Notes on the terms and subject to the conditions precedent contained in the indenture (referred to as a “Defeasance”) by: • • irrevocably depositing with the trustee, as trust funds in trust, money or U.S. government obligations (generally, securities that are obligations of or guaranteed by the United States of America), or a combination of money and U.S. government obligations, in each case sufficient, without reinvestment, in the opinion of a nationally recognized firm of independent public accountants, to pay and discharge the principal of and interest on the Notes on the date on which the principal becomes due and payable in accordance with the terms of the Notes or the indenture, whether at the stated maturity date, or by declaration of acceleration, call for redemption, or otherwise; and satisfying certain other conditions precedent specified in the indenture, including, among other things, the delivery of an opinion of counsel that the holders of the Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of the Defeasance and will be subject to federal income tax in the same amounts, in the same manner, and at the same times as would have been the case if the Defeasance had not occurred. A Defeasance will not relieve the Company of our obligation to pay when due the principal of and interest on the Notes if the Notes are not paid from the money or U.S. government obligations held in trust by the trustee for payment thereof. Modification and Waiver The indenture provides that we and the trustee may modify or amend the indenture with or, in certain cases, without the consent of the holders of a majority in principal amount of outstanding Notes; provided, however, that with respect to the Notes, any modification or amendment may not, without the consent of the holder of each outstanding Note affected thereby: • • • • change the stated maturity of the principal of, or any installment of interest on, any Note; reduce the principal amount or rate of interest of any Note; the place of payment where any Note or any interest is payable; impair the right to institute suit for the enforcement of any payment on or after its stated maturity; • modify the provisions of the indenture with respect to the subordination of the Notes in a manner adverse to the holders of the Notes; or • reduce the percentage in principal amount of the outstanding Notes the consent of whose holders is required for any supplemental indenture, or the consent of whose holders is required for any waiver of compliance with the provisions of or defaults under the indenture and the consequences thereof under the indenture. In addition, the holders of not less than a majority in aggregate principal amount of the outstanding Notes may, on behalf of all holders of Notes, waive compliance by us with certain terms, conditions and provisions of the indenture, as well as any past default and/or the consequences of default, other than any default in the payment of principal or interest or any breach in respect of a covenant or provision that cannot be modified or amended without the consent of the holder of each outstanding Note. Consolidation, Merger or Sale of Assets The indenture provides that we may not consolidate with or merge into any other person or convey, transfer or lease our assets substantially as an entirety to any person, and we may not permit any other person to consolidate with or merge into us or to convey, transfer or lease its assets substantially as an entirety to us, unless: • • if we consolidate with or merge into any other person or convey, transfer or lease our assets substantially as an entirety to any other person, the person formed by such consolidation or into which we merge, or the person that acquires our assets, is a corporation organized and validly existing under the laws of the United States of America, any of its states or the District of Columbia, which person must expressly assume, by a supplemental indenture, the due and punctual payment of the principal of and interest on the Notes and the performance or observance of our covenants under the indenture; immediately after giving effect to such transaction and treating any indebtedness that becomes an obligation of us or our subsidiaries as a result of such transaction as having been incurred by us or such subsidiary at the time of such transaction, no event of default under the indenture, and no event which, after notice or lapse of time or both, would become an event of default, shall have happened and be continuing; and • we have complied with our obligations to deliver certain documentation to the trustee. Governing Law The indenture and the Notes are governed by, and construed in accordance with, the laws of the State of New York without regard to the principles of conflict of laws. Listing of the Notes The Notes are listed for trading on the New York Stock Exchange under the symbol “AXO.” Book-Entry System-The Depository Trust Company The Notes are represented by one or more fully registered global certificates, each of which we refer to as a global security. Each such global security is deposited with, or on behalf of, The Depository Trust Company ("DTC") and registered in the name of DTC or a nominee thereof. Initial settlement for the Notes will be made in same day funds. Secondary market trading between DTC participants will occur in the ordinary way in accordance with DTC's rules. Unless and until it is exchanged in whole or in part for Notes in definitive form, no global security may be transferred except as a whole by DTC to a nominee of DTC or by a nominee of DTC to DTC or another nominee of DTC or by DTC or any such nominee to a successor of DTC or a nominee of such successor. Beneficial interests in the Notes are represented through book-entry accounts of financial institutions acting on behalf of beneficial owners as direct and indirect participants in DTC. So long as DTC, or its nominee, is a registered owner of a Note, DTC or its nominee, as the case may be, are considered the sole owner or holder of the Notes represented by such Note for all purposes under the indenture. Except as provided below, the actual owners of the Notes represented by a Note (the "beneficial owner") will not be entitled to have the Notes represented by such Note registered in their names, will not receive or be entitled to receive physical delivery of the Notes in definitive form and will not be considered the owners or holders thereof under the indenture. Accordingly, each person owning a beneficial interest in a Note must rely on the procedures of DTC and, if such person is not a participant of DTC (a "participant"), on the procedures of the participant through which such person owns its interest, to exercise any rights of a holder under the indenture. We understand that under existing industry practices, in the event that the Company requests any action of holders of the Notes or that an owner of a beneficial interest is entitled to give or take under the indenture, DTC would authorize the participants holding the relevant beneficial interests to give or take such action, and such participants would authorize beneficial owners owning through such participants to give or take such action or would otherwise act upon the instructions of beneficial owners. Conveyance of notices and other communications by DTC to participants, by participants to indirect participants, as defined below, and by participants and indirect participants to beneficial owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. About the Trustee U.S. Bank National Association is the trustee under the indenture and is the principal paying agent and registrar for the Notes. We have entered, and from time to time may continue to enter, into banking, lending or other relationships with U.S. Bank or its affiliates. The trustee under the indenture may resign or be removed with respect to one or more series of debt securities under the indenture and a successor trustee may be appointed to act with respect to such series. Consent of Independent Registered Public Accounting Firm Exhibit 23.1 Axos Financial, Inc. Las Vegas, Nevada We hereby consent to the incorporation by reference in the Registration Statements on Form S-3 ASR (No. 333-223434) and Form S-8 (Nos. 333-235228, 333-199691 and 333-124702) of Axos Financial, Inc. of our reports dated August 26, 2020, relating to the consolidated financial statements, and the effectiveness of Axos Financial, Inc.’s internal control over financial reporting, which appear in this Annual Report on Form 10-K. /s/ BDO USA, LLP San Diego, California August 26, 2020 Exhibit 31.1 CERTIFICATION AXOS FINANCIAL, INC. CERTIFICATION OF CHIEF EXECUTIVE OFFICER I, Gregory Garrabrants, certify that: 1. I have reviewed this annual report on Form 10-K of Axos Financial, Inc. (the “registrant”). 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report. 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the period presented in this report. 4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b. Designed such internal control over financial reporting or, caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures, and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and 5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions): a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting. Date: August 26, 2020 /s/ GREGORY GARRABRANTS GREGORY GARRABRANTS President and Chief Executive Officer (Principal Executive Officer) Exhibit 31.2 CERTIFICATION AXOS FINANCIAL, INC. CERTIFICATION OF CHIEF FINANCIAL OFFICER I, Andrew J. Micheletti, certify that: 1. I have reviewed this annual report on Form 10-K of Axos Financial, Inc. (the “registrant”). 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the period presented in this report. 4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b. Designed such internal control over financial reporting or, caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures, and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and 5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions): a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting. Date: August 26, 2020 /s/ ANDREW J. MICHELETTI ANDREW J. MICHELETTI Executive Vice President and Chief Financial Officer (Principal Financial Officer) CEO CERTIFICATION PURSUANT TO SECTION 906 CERTIFICATION CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 Exhibit 32.1 In connection with the Annual Report of Axos Financial, Inc. (the “Company”) on Form 10-K for the period ended June 30, 2020, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Gregory Garrabrants, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge that: (a) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (b) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Date: August 26, 2020 /s/ GREGORY GARRABRANTS GREGORY GARRABRANTS President and Chief Executive Officer (Principal Executive Officer) CFO CERTIFICATION PURSUANT TO SECTION 906 CERTIFICATION CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 Exhibit 32.2 In connection with the Annual Report of Axos Financial, Inc. (the “Company”) on Form 10-K for the period ended June 30, 2020, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Andrew J. Micheletti, Executive Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge that: (a) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (b) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Date: August 26, 2020 /s/ ANDREW J. MICHELETTI ANDREW J. MICHELETTI Executive Vice President and Chief Financial Officer (Principal Financial Officer) Investor Relations Johnny Lai Vice President, Corporate Development and Investor Relations (858) 649-2218 jlai@axosfinancial.com Transfer Agent Computershare Investor Services 250 Royall Street Canton, MA 02021 (800) 962-4284 www-us.computershare.com/investor Independent Registered Public Accounting Firm BDO USA, LLP San Diego, California Board of Directors Paul J. Grinberg Chairman Nicholas A. Mosich Vice Chairman James S. Argalas J. Brandon Black Tamara N. Bohlig James J. Court Uzair Dada Gregory Garrabrants Edward J. Ratinoff Corporate Headquarters Axos Financial, Inc. 9205 West Russell Road Suite 400 Las Vegas, NV 89148 www.axosfinancial.com Corporate Secretary Angela Lopez Corporate Secretary, Vice President Corporate Governance (858) 704-6225 alopez@axosfinancial.com Executive Officers Gregory Garrabrants President and Chief Executive Officer Eshel Bar-Adon Executive Vice President Specialty Finance and Chief Legal Officer Mary Ellen Ciafardini Executive Vice President Human Resources Thomas Constantine Executive Vice President Chief Credit Officer Jan Durrans Executive Vice President Chief of Staff and Chief Performance Officer Raymond Matsumoto Executive Vice President Chief Operating Officer Andrew J. Micheletti Executive Vice President Chief Financial Officer David Park Executive Vice President Commercial Banking and Treasury Management Brian Swanson Executive Vice President Head of Consumer Bank John Tolla Executive Vice President Chief Governance, Risk and Compliance Officer Derrick K. Walsh Senior Vice President Chief Accounting Officer 9205 West Russell Road, Suite 400 Las Vegas, NV 89148 www.axosfinancial.com 

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