Axos Financial, Inc 8-K, filed May 14, 2020
Axos Financial, Inc. (AX)
8-K
2020-05-14
For: 2020-05-13
View Original
Added on
April 10, 2026
About this 8-K
Axos Financial, Inc filed this 8-K on May 14, 2020, reporting on events of May 13, 2020.
Items reported
- Item 7.01: Regulation FD disclosure
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 13, 2020
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Registrant’s telephone number, including area code: (858 ) 649-2218
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Item 7.01 Regulation FD Disclosure.
Axos Financial, Inc. (the "Registrant", “we” or “our”) previously disclosed that because our assets exceeded $10 billion on December 31, 2019, we are no longer exempt from the provisions of the Dodd-Frank Act known as the “Durbin Amendment” and effective July 1, 2020, our wholly-owned subsidiary, Axos Bank, will need to limit the amount of interchange fees that it can charge. Axos Bank’s Program Management Agreement (“PMA”)with H&R Block, which expires on June 30, 2022, may be terminated by H&R Block prior to such expiration date if Axos Bank does not agree to compensate H&R Block for the reduction in interchange fees that H&R Block will receive from the Emerald Card® in 2021 and 2022 due to the application of the Durbin Amendment.
Subsequently, on March 2, 2020 in our Form 8-K filed on March 2, 2020, we disclosed that Axos Bank did not enter into an agreement to compensate H&R Block by February 28, 2020 as required under the PMA, thereby providing H&R Block with the unilateral right to terminate early the PMA covering the Emerald Card, Emerald Advance and Refund Transfer products as well as administrative fees.
On May 13, 2020, H&R Block informed the Registrant that it is their intent to exercise their right to terminate the PMA pursuant to a formal termination letter effective on or after July 1, 2020. Until a formal termination letter is received by us, there will be no changes in the parties’ obligations under the PMA.
Assuming i) a formal termination letter is received by Registrant on or after July 1, 2020, and ii) the transaction volumes of activity for Emerald Card, Emerald Advance and Refund Transfer products for fiscal 2021 are similar to fiscal 2020 and iii) there are no payments to Registrant 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.
In addition, the proposed termination of the PMA does not address the Refund Advance product, which is renewable annually. Assuming i) H&R Block elects to use another bank for Refund Advance, and ii) the transaction volumes and pricing for the Refund Advance product for fiscal 2021 are similar to fiscal 2020 and iii) there are no payments to Registrant 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 given the uncertainty of the terms and the execution of new agreements that H&R Block intends to seek.
This Item 7.01 of Form 8-K shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), nor shall it be incorporated by reference into any filing under the Securities Act of 1933, as amended (“Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such a filing. The furnishing of the information under this item is not intended to, and does not, constitute a determination or admission by the Registrant that the information under this item is material or complete, or that investors should consider this information before making an investment decision with respect to any security of the Registrant or any of its affiliates. The information is presented as of May 14, 2020, and the Registrant does not assume any obligation to update such information in the future.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Axos Financial, Inc. | ||||
Date: | May 14, 2020 | By: | /s/ Andrew J. Micheletti | |
Andrew J. Micheletti | ||||
EVP and Chief Financial Officer | ||||