Skip to main content

Axos Financial, Inc. Reports Fiscal Third Quarter 2021 Results

Net Interest Margin Improved to 3.96% from 3.94% in the Second Quarter of 2021

Axos Financial, Inc. (NYSE: AX) (“Axos”), parent company of Axos Bank (the “Bank”), today announced financial results for the third fiscal quarter ended March 31, 2021. Net income was $53.6 million, a decrease of 4.3% from $56.1 million for the quarter ended March 31, 2020. Earnings attributable to Axos’ common stockholders were $53.6 million or $0.89 per diluted share for the third quarter of fiscal 2021, a decrease of 4.2% from $56.0 million or $0.91 per diluted share for the third quarter ended March 31, 2020.

Adjusted earnings and adjusted earnings per diluted common share (“adjusted EPS”), non-GAAP measures, which excludes non-cash amortization expenses and non-recurring costs related to mergers and acquisitions, and other non-recurring costs decreased 3.9% to $55.4 million and decreased 2.1% to $0.92, respectively, for the quarter ended March 31, 2021 compared to $57.7 million and $0.94, respectively, for the quarter ended March 31, 2020.

Third Quarter Fiscal 2021 Financial Summary:

 

Three Months Ended

March 31

 

 

(Dollars in thousands, except per share data)

Q3 Fiscal 2021

 

Q3 Fiscal 2020

 

% Change

Net interest income

$

135,669

 

 

$

148,616

 

 

(8.7)%

Non-interest income

$

23,887

 

 

$

31,542

 

 

(24.3)%

Net income

$

53,645

 

 

$

56,057

 

 

(4.3)%

Adjusted earnings (Non-GAAP)1

$

55,416

 

 

$

57,652

 

 

(3.9)%

Net income attributable to common stockholders

$

53,645

 

 

$

55,980

 

 

(4.2)%

Diluted EPS

$

0.89

 

 

$

0.91

 

 

(2.2)%

Adjusted EPS (Non-GAAP)1

$

0.92

 

 

$

0.94

 

 

(2.1)%

1 See “Use of Non-GAAP Financial Measures”

For the nine months ended March 31, 2021, net income was a record $161.5 million, an increase of 16.9% over net income of $138.1 million for the nine months ended March 31, 2020. Earnings attributable to Axos’ common stockholders were $161.3 million or $2.67 per diluted share for the nine months ended March 31, 2021, an increase of 16.9% from $137.9 million or $2.23 per diluted share for the nine months ended March 31, 2020.

“Our fiscal third quarter 2021 results are a continuation of consistent progress in each of our businesses,” stated Greg Garrabrants, President and CEO of Axos. “Net interest margins showed further improvement, increasing by 2 basis points over linked quarter and 12 basis points for the banking business segment. Ending loan balances excluding mortgage warehouse were up 3.1% linked quarter, or 12.3% annualized, led by growth in commercial real estate and C&I lending. Excluding H&R Block-related fees in the prior year period, fee income improved 43.7% year-over-year due to strong growth in mortgage banking and broker-dealer fees. We will deploy some of our excess capital in the announced acquisition of E*TRADE Advisor Services. We are excited about adding a state-of-the-art technology platform, a seasoned team of custody experts, a new source of asset- and transaction-based fee income, and access to over $1 billion of low-cost deposits when the acquisition closes.”

Other Highlights

  • Total assets grew to $14.8 billion, up $2.7 billion or 21.9% compared to March 31, 2020
  • Net interest income decreased 8.7% year-over-year to $135.7 million; excluding net interest income from Refund Advance Loans in the quarter ended March 31, 2020, net interest income increased 17.3%
  • Net interest margin increased 2 basis points to 3.96% for the three months ended March 31, 2021 compared to 3.94% for the three months ended December 31, 2020; net interest margin for the banking business segment increased 12 basis points to 4.23% for the three months ended March 31, 2021 compared to 4.11% for the three months ended December 31, 2020
  • Efficiency ratio for the banking business segment was 42.33% for the three months ended March 31, 2021 compared to 40.45% for the three months ended December 31, 2020
  • Net annualized charge-offs to average loans and leases of 3 basis points compared to 3 basis points for the March 31, 2020 period
  • No loans were in forbearance or deferral at March 31, 2021
  • Return on average common stockholders’ equity was 16.12% for the three months ended March 31, 2021
  • Tier 1 leverage capital to adjusted average assets for Axos Bank was 9.56% compared to 8.72% for the three months ended March 31, 2020
  • Book value increased $2.95 to $22.72 per share, up 14.9% from March 31, 2020
  • Completed redemption of all $51.0 million issued and outstanding 6.25% fixed rate subordinated notes on March 31, 2021, which results in a cost savings of $3.2 million annually

Third Quarter Fiscal 2021 Income Statement Summary

During the quarter ended March 31, 2021, Axos earned $53.6 million or $0.89 per diluted share compared to $56.0 million, or $0.91 per diluted share for the quarter ended March 31, 2020. Net interest income decreased $12.9 million or 8.7% for the quarter ended March 31, 2021 compared to March 31, 2020, primarily due to interest income earned in the three months ended March 31, 2020 from seasonal tax products associated with H&R Block (“HRB”) that did not recur due to the termination of the HRB relationship.

The provision for credit losses was $2.7 million for the quarter ended March 31, 2021 compared to $28.5 million for the quarter ended March 31, 2020. The decrease in the provision was mainly attributable to the Company no longer originating tax product loans in the quarter ended March 31, 2021. An additional reason for the decrease from March 31, 2020 to March 31, 2021 was significant uncertainty of COVID-19’s impact on the economy in the March 31, 2020 period that has since cleared.

For the third quarter ended March 31, 2021, non-interest income was $23.9 million compared to $31.5 million for the three months ended March 31, 2020. The $7.6 million decrease was mainly the result of a decrease of $14.9 million in banking and service fees as a result of the non-recurrance of tax refund banking products related to the HRB relationship, partially offset by an increase of $6.1 million in mortgage banking income, and a $1.6 million increase in broker-dealer fee income.

Non-interest expense increased $9.0 million to $80.8 million for the three months ended March 31, 2021 compared to $71.8 million for the three months ended March 31, 2020. The increase was mainly the result of a $3.6 million increase in data processing to support operational growth, a $2.5 million increase in professional services, a $2.3 million increase to salary and payroll costs due to growth in Bank staffing, and a $1.1 million increase in broker-dealer clearing charges, partially offset by a decrease of $1.8 million to general and administrative expense.

Balance Sheet Summary

Axos’ total assets increased $976.0 million, or 7.0%, to $14.8 billion, at March 31, 2021, up from $13.9 billion at June 30, 2020. The increase in total assets was primarily due to an increase of $1.1 billion in net loans and leases held for investment, $0.3 billion in securities borrowed and $0.1 billion in broker-dealer and clearing receivables, partially offset by a decrease in cash and cash equivalents of $0.5 billion. Total liabilities increased to $13.5 billion from $12.6 billion, mainly due to a net increase of $0.4 billion in securities loaned, $0.3 billion in deposits, $0.1 billion in broker-dealer and clearing payables, and $0.1 billion in borrowings.

The Bank’s Tier 1 leverage capital to adjusted average assets ratio was 9.56% at March 31, 2021. At March 31, 2020, the Bank’s Tier 1 leverage capital to adjusted average assets ratio was 8.72%.

Conference Call

A conference call and webcast will be held on Thursday, April 29, 2021 at 5:00 PM Eastern / 2:00 PM Pacific. Analysts and investors may dial in and participate in the question/answer session. To access the call, please dial: 877-407-8293. The conference call will be webcast live and may be accessed at Axos’ website, http://www.axosfinancial.com. For those unable to listen to the live broadcast, a replay will be available until May 29, 2021, at Axos’ website and telephonically by dialing toll-free number 877-660-6853, passcode 13718242.

About Axos Financial, Inc. and Subsidiaries

The condensed consolidated financial statements include the accounts of Axos Financial, Inc. (“Axos”) and its wholly owned subsidiaries, Axos Bank (the “Bank”) and Axos Nevada Holding, LLC (the “Axos Nevada Holding” and collectively, the “Company”). Axos Nevada Holding wholly owns its subsidiary Axos Securities, LLC, which wholly owns subsidiaries Axos Clearing, LLC, a clearing broker dealer, Axos Invest, Inc., a registered investment advisor, and Axos Invest LLC, an introducing broker dealer. With approximately $14.8 billion in assets, Axos Bank provides consumer and business banking products through its low-cost distribution channels and affinity partners. Axos Clearing LLC and Axos Invest, Inc., 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, the KBW Nasdaq Financial Technology Index, and the S&P SmallCap 600® Index. For more information on Axos Bank, please visit axosbank.com.

Segment Reporting

The Company operates through two 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:

 

Three Months Ended March 31, 2021

(Dollars in thousands)

Banking

Business

 

Securities

Business

 

Corporate/Eliminations

 

Axos

Consolidated

Net interest income

$

135,092

 

 

$

3,847

 

 

$

(3,270

)

 

$

135,669

 

Provision for credit losses

2,700

 

 

 

 

 

 

2,700

 

Non-interest income

16,201

 

 

8,369

 

 

(683

)

 

23,887

 

Non-interest expense

64,040

 

 

13,282

 

 

3,485

 

 

80,807

 

Income before taxes

$

84,553

 

 

$

(1,066

)

 

$

(7,438

)

 

$

76,049

 

 

Three Months Ended March 31, 2020

(Dollars in thousands)

Banking

Business

 

Securities

Business

 

Corporate/Eliminations

 

Axos

Consolidated

Net interest income

$

145,372

 

 

$

3,954

 

 

$

(710

)

 

$

148,616

 

Provision for credit losses

28,500

 

 

 

 

 

 

28,500

 

Non-interest income

25,259

 

 

6,402

 

 

(119

)

 

31,542

 

Non-interest expense

56,661

 

 

11,137

 

 

3,992

 

 

71,790

 

Income before taxes

$

85,470

 

 

$

(781

)

 

$

(4,821

)

 

$

79,868

 

 

Nine Months Ended March 31, 2021

(Dollars in thousands)

Banking

Business

 

Securities

Business

 

Corporate/Eliminations

 

Axos

Consolidated

Net interest income

$

390,267

 

 

$

13,002

 

 

$

(6,181

)

 

$

397,088

 

Provision for credit losses

22,500

 

 

 

 

 

 

22,500

 

Non-interest income

68,708

 

 

20,725

 

 

(973

)

 

88,460

 

Non-interest expense

187,733

 

 

35,946

 

 

8,971

 

 

232,650

 

Income before taxes

$

248,742

 

 

$

(2,219

)

 

$

(16,125

)

 

$

230,398

 

 

Nine Months Ended March 31, 2020

(Dollars in thousands)

Banking

Business

 

Securities

Business

 

Corporate/Eliminations

 

Axos

Consolidated

Net interest income

$

350,184

 

 

$

13,137

 

 

$

(2,982

)

 

$

360,339

 

Provision for credit losses

35,700

 

 

 

 

 

 

35,700

 

Non-interest income

57,274

 

 

19,087

 

 

(2,076

)

 

74,285

 

Non-interest expense

160,547

 

 

32,656

 

 

11,019

 

 

204,222

 

Income before taxes

$

211,211

 

 

$

(432

)

 

$

(16,077

)

 

$

194,702

 

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 diluted 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 other costs (unusual or non-recurring charges), as adjusted earnings, a non-GAAP financial measure. 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 and other (unusual or non-recurring) 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:

 

Three Months Ended

 

Nine Months Ended

 

March 31,

 

March 31,

(Dollars in thousands, except per share amounts)

2021

 

2020

 

2021

 

2020

Net income

$

53,645

 

 

$

56,057

 

 

$

161,452

 

 

$

138,138

 

Acquisition-related costs

2,511

 

 

2,273

 

 

7,665

 

 

6,520

 

Income taxes

(740

)

 

(678

)

 

(2,285

)

 

(1,895

)

Adjusted earnings (Non-GAAP)

$

55,416

 

 

$

57,652

 

 

$

166,832

 

 

$

142,763

 

Adjusted EPS (Non-GAAP)

$

0.92

 

 

$

0.94

 

 

$

2.76

 

 

$

2.31

 

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 to tangible book value per common share (Non-GAAP) as of the dates indicated:

 

March 31,

(Dollars in thousands, except per share amounts)

2021

 

2020

Total stockholders’ equity

$

1,345,650

 

 

$

1,184,452

 

Less: preferred stock

 

 

5,063

 

Common stockholders’ equity

1,345,650

 

 

1,179,389

 

Less: mortgage servicing rights, carried at fair value

16,631

 

 

9,962

 

Less: goodwill and other intangible assets

118,133

 

 

127,962

 

Tangible common stockholders’ equity (Non-GAAP)

$

1,210,886

 

 

$

1,041,465

 

Common shares outstanding at end of period

59,237,765

 

 

59,653,192

 

Tangible book value per common share (Non-GAAP)

$

20.44

 

 

$

17.46

 

Forward-Looking Safe Harbor Statement

This press release contains forward-looking statements that involve risks and uncertainties, including without limitation statements relating to Axos’ financial prospects and other projections of its performance and asset quality, Axos’ ability to continue to grow profitably and increase its business, satisfaction of the conditions to closing of the acquisition of E*TRADE Advisor Services and following closing, Axos’ ability to integrate E*TRADE Advisor Services and realize the benefits of the transaction, Axos’ ability to continue to diversify its lending and deposit franchises and the anticipated timing and financial performance of other offerings, initiatives, and acquisitions. These forward-looking statements are made on the basis of the views and assumptions of management regarding future events and performance as of the date of this press release. Actual results and the timing of events could differ materially from those expressed or implied in such forward-looking statements as a result of risks and uncertainties, including without limitation uncertainties surrounding the severity, duration, and effects of the COVID-19 pandemic, Axos’ ability to successfully integrate acquisitions and realize the anticipated benefits of the transactions, changes in the interest rate environment, inflation, government regulation, general economic conditions, conditions in the real estate markets in which we operate, risks associated with credit quality, the outcome and effects of pending class action litigation filed against the Company and other factors beyond our control. These and other risks and uncertainties detailed in Axos’ periodic reports filed with the Securities and Exchange Commission could cause actual results to differ materially from those expressed or implied in any forward-looking statements. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. All forward-looking statements are qualified in their entirety by this cautionary statement, and Axos undertakes no obligation to revise or update any forward-looking statements to reflect events or circumstances after the date of this press release.

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

AXOS FINANCIAL, INC. AND SUBSIDIARIES

SELECTED CONSOLIDATED FINANCIAL INFORMATION

(Unaudited – dollars in thousands)

 

 

March 31,

2021

 

June 30,

2020

 

March 31,

2020

Selected Balance Sheet Data:

 

 

 

 

 

Total assets

$

14,827,874

 

 

$

13,851,900

 

 

$

12,159,919

 

Loans and leases—net of allowance for credit losses

11,711,215

 

 

10,631,349

 

 

10,372,921

 

Loans held for sale, carried at fair value

61,500

 

 

51,995

 

 

40,236

 

Loans held for sale, lower of cost or fair value

13,371

 

 

44,565

 

 

29

 

Allowance for credit losses - loans

138,107

 

 

75,807

 

 

87,097

 

Securities—trading

254

 

 

105

 

 

919

 

Securities—available-for-sale

218,962

 

 

187,627

 

 

191,388

 

Securities borrowed

543,538

 

 

222,368

 

 

53,816

 

Customer, broker-dealer and clearing receivables

351,063

 

 

220,266

 

 

187,353

 

Total deposits

11,612,501

 

 

11,336,694

 

 

9,567,338

 

Advances from the FHLB

172,500

 

 

242,500

 

 

770,500

 

Borrowings, subordinated notes and debentures

365,753

 

 

235,789

 

 

76,285

 

Securities loaned

649,837

 

 

255,945

 

 

76,587

 

Customer, broker-dealer and clearing payables

483,677

 

 

347,614

 

 

318,100

 

Total stockholders’ equity

1,345,650

 

 

1,230,846

 

 

1,184,452

 

 

 

 

 

 

 

Capital Ratios:

 

 

 

 

 

Equity to assets at end of period

9.08

%

 

8.89

%

 

9.74

%

Axos Financial, Inc.:

 

 

 

 

 

Tier 1 leverage (core) capital to adjusted average assets

8.99

%

 

8.97

%

 

8.55

%

Common equity tier 1 capital (to risk-weighted assets)

10.86

%

 

11.22

%

 

11.34

%

Tier 1 capital (to risk-weighted assets)

10.86

%

 

11.27

%

 

11.39

%

Total capital (to risk-weighted assets)

13.32

%

 

12.64

%

 

12.96

%

Axos Bank:

 

 

 

 

 

Tier 1 leverage (core) capital to adjusted average assets

9.56

%

 

9.25

%

 

8.72

%

Common equity tier 1 capital (to risk-weighted assets)

11.74

%

 

11.79

%

 

11.62

%

Tier 1 capital (to risk-weighted assets)

11.74

%

 

11.79

%

 

11.62

%

Total capital (to risk-weighted assets)

12.71

%

 

12.62

%

 

12.60

%

Axos Clearing, LLC:

 

 

 

 

 

Net capital

$

33,845

 

 

$

34,022

 

 

$

33,863

 

Excess capital

$

26,338

 

 

$

29,450

 

 

$

30,341

 

Net capital as a percentage of aggregate debit items

9.02

%

 

14.88

%

 

19.23

%

Net capital in excess of 5% aggregate debit items

$

15,077

 

 

$

22,593

 

 

$

25,057

 

AXOS FINANCIAL, INC. AND SUBSIDIARIES

SELECTED CONSOLIDATED FINANCIAL INFORMATION

(Unaudited – dollars in thousands, except per share data)

 

 

At or for the Three Months Ended

 

At or for the Nine Months Ended

 

March 31,

 

March 31,

 

2021

 

2020

 

2021

 

2020

Selected Income Statement Data:

 

 

 

 

 

 

 

Interest and dividend income

$

155,674

 

 

$

185,063

 

 

$

460,942

 

 

$

478,696

 

Interest expense

20,005

 

 

36,447

 

 

63,854

 

 

118,357

 

Net interest income

135,669

 

 

148,616

 

 

397,088

 

 

360,339

 

Provision for credit losses

2,700

 

 

28,500

 

 

22,500

 

 

35,700

 

Net interest income after provision for credit losses

132,969

 

 

120,116

 

 

374,588

 

 

324,639

 

Non-interest income

23,887

 

 

31,542

 

 

88,460

 

 

74,285

 

Non-interest expense

80,807

 

 

71,790

 

 

232,650

 

 

204,222

 

Income before income tax expense

76,049

 

 

79,868

 

 

230,398

 

 

194,702

 

Income tax expense

22,404

 

 

23,811

 

 

68,946

 

 

56,564

 

Net income

$

53,645

 

 

$

56,057

 

 

$

161,452

 

 

$

138,138

 

Net income attributable to common stock

$

53,645

 

 

$

55,980

 

 

$

161,262

 

 

$

137,906

 

 

 

 

 

 

 

 

 

Per Common Share Data:

 

 

 

 

 

 

 

Net income:

 

 

 

 

 

 

 

Basic

$

0.91

 

 

$

0.92

 

 

$

2.72

 

 

$

2.25

 

Diluted

$

0.89

 

 

$

0.91

 

 

$

2.67

 

 

$

2.23

 

Adjusted earnings (Non-GAAP)

$

0.92

 

 

$

0.94

 

 

$

2.76

 

 

$

2.31

 

Book value

$

22.72

 

 

$

19.77

 

 

$

22.72

 

 

$

19.77

 

Tangible book value (Non-GAAP)

$

20.44

 

 

$

17.46

 

 

$

20.44

 

 

$

17.46

 

 

 

 

 

 

 

 

 

Weighted average number of common shares outstanding:

 

 

 

 

 

 

 

Basic

59,118,884

 

 

60,967,892

 

 

59,225,409

 

 

61,176,715

 

Diluted

60,482,733

 

 

61,523,513

 

 

60,453,220

 

 

61,811,845

 

Common shares outstanding at end of period

59,237,765

 

 

59,653,192

 

 

59,237,765

 

 

59,653,192

 

Common shares issued at end of period

67,902,239

 

 

67,084,817

 

 

67,902,239

 

 

67,084,817

 

 

 

 

 

 

 

 

 

Performance Ratios and Other Data:

 

 

 

 

 

 

 

Loan and lease originations for investment

$

1,189,750

 

 

$

2,596,420

 

 

$

4,430,540

 

 

$

5,493,338

 

Loan originations for sale

$

418,618

 

 

$

292,226

 

 

$

1,349,683

 

 

$

1,286,230

 

Return on average assets

1.52

%

 

1.79

%

 

1.55

%

 

1.56

%

Return on average common stockholders’ equity

16.12

%

 

18.65

%

 

16.90

%

 

15.99

%

Interest rate spread1

3.73

%

 

4.33

%

 

3.69

%

 

3.70

%

Net interest margin2

3.96

%

 

4.90

%

 

3.91

%

 

4.20

%

Net interest margin2 – Banking Business Segment only

4.23

%

 

4.97

%

 

4.09

%

 

4.28

%

Efficiency ratio3

50.64

%

 

39.85

%

 

47.91

%

 

46.99

%

Efficiency ratio3 – Banking Business Segment only

42.33

%

 

33.21

%

 

40.90

%

 

39.40

%

 

 

 

 

 

 

 

 

Asset Quality Ratios:

 

 

 

 

 

 

 

Net annualized charge-offs to average loans and leases

0.03

%

 

0.03

%

 

0.09

%

 

0.08

%

Non-performing loans to total loans

1.14

%

 

0.55

%

 

1.14

%

 

0.55

%

Non-performing assets to total assets

0.96

%

 

0.54

%

 

0.96

%

 

0.54

%

Allowance for credit losses to total loans and leases held for investment at end of period

1.16

%

 

0.83

%

 

1.16

%

 

0.83

%

Allowance for credit losses to non-performing loans

101.84

%

 

150.33

%

 

101.84

%

 

150.33

%

1.

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

2.

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

3.

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

 

Contacts

Investor Relations Contact:

Johnny Lai, CFA

VP, Corporate Development & Investor Relations

858-649-2218

jlai@axosfinancial.com

Stock Quote API & Stock News API supplied by www.cloudquote.io
Quotes delayed at least 20 minutes.
By accessing this page, you agree to the following
Privacy Policy and Terms and Conditions.