Business Context and Reporting Period
This Form 8-K is filed by BofI Holding, Inc. (not Axos Financial, Inc.) for the reporting period ending September 30, 2011. The filing primarily addresses a registered direct public offering of preferred stock and a name change for a subsidiary.
Key Financial Metrics and Capital Structure
- Capital Raised: The Company sold 1,065 shares of 6.0% Series B Non-Cumulative Perpetual Convertible Preferred Stock for a gross aggregate purchase price of $1,065,000.
- Total Series B Issuance: This offering brings the total Series B Preferred Stock sold to date to 13,182 shares (including 12,117 shares sold on September 7, 2011).
- Dividend Rate: 6.0% annual dividend on the $1,000 liquidation preference per share.
- Conversion Terms: Each share converts into 61.92 shares of common stock (approximate conversion price of $16.15 per share).
- Redemption Terms: Redeemable at the Company's option no earlier than three years after issuance at a price of $1,080 (Year 3), $1,050 (Year 4), or $1,030 (Year 5+).
- Operating Metrics: The filing text does not provide revenue, profit, cash flow, margins, debt, or liquidity figures.
Material Changes
- Equity Offering: Completion of a secondary tranche of the Series B Preferred Stock offering on September 30, 2011.
- Subsidiary Rebranding: The federally chartered savings bank subsidiary changed its name from Bank of Internet USA to BofI Federal Bank (announced October 3, 2011).
- Dividend Restrictions: The issuance imposes restrictions on the Company's ability to declare dividends on junior securities or repurchase common stock if full dividends on the Series B Preferred Stock are not paid.
Guidance, Outlook, and Risks
- Automatic Conversion Trigger: If the common stock closing price exceeds $20.50 for 20 trading days within any 30-day period, the Company may force automatic conversion of the Series B Preferred Stock.
- Dividend Obligation Risk: Failure to pay full dividends on the Series B Preferred Stock restricts capital distributions to common shareholders.
- Management Commentary: No specific forward-looking guidance or outlook regarding future earnings or market conditions is provided in this filing.
Investor Verification Checklist
- Verify the total outstanding shares of Series B Preferred Stock and the cumulative dividend obligation.
- Confirm the current trading price of common stock relative to the $16.15 conversion price and the $20.50 automatic conversion trigger.
- Review the Certificate of Designations (Exhibit 3.1) for specific definitions of "Junior Securities" and "Parity Securities" to understand dividend restrictions.
- Check subsequent filings for the impact of the subsidiary name change on regulatory reporting or brand recognition.