versb20240305_6k.htm
0001690639 VersaBank false January 31, 2024 --10-31 Q1 2024

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of March 2024

 

Commission File Number: 001-40805

 

VersaBank

(Exact name of registrant as specified in its charter)

 

140 Fullarton Street, Suite 2002

London, Ontario N6A 5P2

Canada

(Address of principal executive offices)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

 

Form 20-F ☐ Form 40-F ☒

 

 

 

 

On March 6, 2024, VersaBank issued Interim Consolidated Financial Statements for the three months ended January 31, 2024 and 2023, Management’s Discussion and Analysis of Operations and Financial Condition for the three months ended January 31, 2024, a press release, dated March 6, 2024, titled VERSABANK REPORTS RESULTS FOR FIRST QUARTER FISCAL 2024, a press release, dated March 6, 2024, titled VersaBank Declares Dividends, Form 52-109F2 certificate of interim filings by CEO and Form 52-109F2 certificate of interim filings by CFO, copies of which are furnished as Exhibit 99.1, Exhibit 99.2, Exhibit 99.3, Exhibit 99.4, Exhibit 99.5 and Exhibit 99.6, respectively, to this Report of Foreign Private Issuer on Form 6-K

 

The information in this Form 6-K (including Exhibit 99.1, Exhibit 99.2, Exhibit 99.3, Exhibit 99.4, Exhibit 99.5 and Exhibit 99.6) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act.

 

 

 

 

SIGNATURES

 

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, thereunto duly authorized.

 

 

 

VERSABANK

     

Date: March 6, 2024

By:

/s/ John Asma

   

Name: John Asma

   

Title:   Chief Financial Officer

 

 

 

 

EXHIBIT INDEX

 

Exhibit

No.

 

Description

     

99.1

 

Interim Consolidated Financial Statements for the three months ended January 31, 2024 and 2023.

99.2

 

Management’s Discussion and Analysis of Operations and Financial Condition for the three months ended January 31, 2024.

99.3

 

Press Release, dated March 6, 2024, titled VERSABANK REPORTS RESULTS FOR FIRST QUARTER FISCAL 2024.

99.4

 

Press Release, dated March 6, 2024, titled VersaBank Declares Dividends.

99.5

 

VersaBank—Form 52-109F2 certificate of interim filings by CEO.

99.6

 

VersaBank—Form 52-109F2 certificate of interim filings by CFO.

 

 

 
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Exhibit 99.1

 

 

 

 

 

 pic1.jpg

Interim Consolidated Financial Statements

January 31, 2024

(Unaudited)

 

 

 

 

 

 

1

 

 

VERSABANK

Consolidated Balance Sheets

(Unaudited)

 

(thousands of Canadian dollars)

            
  

January 31

  

October 31

  

January 31

 

As at

 

2024

  

2023

  

2023

 
             

Assets

            
             

Cash

 $127,509  $132,242  $201,372 

Securities (note 4)

  133,005   167,940   49,847 

Loans, net of allowance for credit losses (note 5)

  3,984,281   3,850,404   3,235,083 

Other assets (note 6)

  64,840   51,024   45,388 
             
  $4,309,635  $4,201,610  $3,531,690 
             

Liabilities and Shareholders' Equity

            
             

Deposits

 $3,638,656  $3,533,366  $2,925,452 

Subordinated notes payable (note 7)

  103,355   106,850   102,765 

Other liabilities (note 8)

  178,590   184,236   152,296 
   3,920,601   3,824,452   3,180,513 
             

Shareholders' equity:

            

Share capital (note 9)

  228,471   228,471   232,512 

Contributed surplus

  2,645   2,513   1,955 

Retained earnings

  157,845   146,043   116,638 

Accumulated other comprehensive income

  73   131   72 
   389,034   377,158   351,177 
             
  $4,309,635  $4,201,610  $3,531,690 

 

The accompanying notes are an integral part of these interim Consolidated Financial Statements.

 

2

 

 

 

VERSABANK

Consolidated Statements of Income and Comprehensive Income

(Unaudited)

 

 

(thousands of Canadian dollars, except per share amounts)

        
  

for the three months ended

 
  

January 31

  

January 31

 
  

2024

  

2023

 
         

Interest income:

        

Loans

 $65,076  $46,855 

Other

  4,216   2,706 
   69,292   49,561 
         

Interest expense:

        

Deposits and other

  41,271   23,841 

Subordinated notes

  1,453   1,446 
   42,724   25,287 
         

Net interest income

  26,568   24,274 
         

Non-interest income

  2,283   1,644 

Total revenue

  28,851   25,918 
         

Provision for (recovery of) credit losses (note 5)

  (127)  385 
   28,978   25,533 
         

Non-interest expenses:

        

Salaries and benefits

  6,538   8,257 

General and administrative

  4,333   3,126 

Premises and equipment

  1,153   952 
   12,024   12,335 
         

Income before income taxes

  16,954   13,198 
         

Income tax provision (note 10)

  4,255   3,781 
         

Net income

  12,699   9,417 
         

Other comprehensive income (loss):

        

Item that may subsequently be reclassified to net income:

        

Foreign exchange gain (loss) on translation of foreign operations

  (58)  (27)
         

Comprehensive income

 $12,641  $9,390 
         

Basic and diluted income per common share (note 11)

 $0.48  $0.34 

 

The accompanying notes are an integral part of these interim Consolidated Financial Statements.

 

3

 

 

VERSABANK

Consolidated Statements of Changes in Shareholders’ Equity

(Unaudited)

 

 

(thousands of Canadian dollars)

        
  

for the three months ended

 
  

January 31

  

January 31

 
  

2024

  

2023

 
         

Common shares (note 9):

        
         

Balance, beginning of the period

 $214,824  $225,982 

Purchased and cancelled during the period

  -   (7,117)
         

Balance, end of the period

 $214,824  $218,865 
         

Preferred shares (note 9):

        
         

Series 1 preferred shares

        
         

Balance, beginning and end of the period

 $13,647  $13,647 
         

Total share capital

 $228,471  $232,512 
         

Contributed surplus:

        
         

Balance, beginning of the period

 $2,513  $1,612 

Stock-based compensation (note 9)

  132   343 
         

Balance, end of the period

 $2,645  $1,955 
         

Retained earnings:

        
         

Balance, beginning of the period

 $146,043  $109,335 

Adjustment for purchased and cancelled common shares

  -   (1,204)

Net income

  12,699   9,417 

Dividends paid on common and preferred shares

  (897)  (910)
         

Balance, end of the period

 $157,845  $116,638 
         

Accumulated other comprehensive income:

        
         

Balance, beginning of the period

 $131  $99 

Other comprehensive income (loss)

  (58)  (27)
         

Balance, end of the period

 $73  $72 
         

Total shareholders' equity

 $389,034  $351,177 

 

The accompanying notes are an integral part of these interim Consolidated Financial Statements.

 

4

 
 

 

 

VERSABANK

Consolidated Statements of Cash Flows

(Unaudited)         

 

(thousands of Canadian dollars)

        
  

for the three months ended

 
  

January 31

  

January 31

 
  

2024

  

2023

 
         

Cash provided by (used in):

        
         

Operations:

        

Net income

 $12,699  $9,417 

Adjustments to determine net cash flows:

        

Items not involving cash:

        

Provision for credit losses(recovery of)

  (127)  385 

Stock-based compensation

  132   343 

Income tax provision

  4,255   3,781 

Interest income

  (69,292)  (49,561)

Interest expense

  42,724   25,287 

Amortization

  574   467 

Accretion of discount on securities

  (83)  (533)

Foreign exchange rate change on assets and liabilities

  1,859   10,663 

Interest received

  66,632   47,368 

Interest paid

  (39,203)  (15,360)

Income taxes paid

  (8,334)  (7,710)

Change in operating assets and liabilities:

     

Loans

  (131,151)  (241,216)

Deposits

  101,830   259,294 

Change in other assets and liabilities

  (628)  (8,451)
   (18,113)  34,174 

Investing:

        

Purchase of securities (note 19)

  34,614   92,029 

Purchase of property and equipment

  (16,002)  (25)
   18,612   92,004 

Financing:

        

Purchase and cancellation of common shares

  -   (8,321)

Dividends paid

  (897)  (910)

Repayment of lease obligations

  (177)  (176)
   (1,074)  (9,407)
         

Change in cash

  (575)  116,771 
         

Effect of exchange rate changes on cash

  (4,158)  (3,980)
         

Cash, beginning of the period

  132,242   88,581 
         

Cash, end of the period

 $127,509  $201,372 

 

The accompanying notes are an integral part of these interim Consolidated Financial Statements.

 

5

VERSABANK
Notes to Interim Consolidated Financial Statements
(Unaudited)
 
Three month periods ended January 31, 2024 and 2023

 

 

1.

Reporting entity:

 

VersaBank (the “Bank”) operates as a Schedule I bank under the Bank Act (Canada) and is regulated by the Office of the Superintendent of Financial Institutions Canada (“OSFI”). The Bank, whose shares trade on the Toronto Stock Exchange and Nasdaq Stock Exchange, provides commercial lending and banking services to select niche markets in Canada and the United States as well as cybersecurity services through the operations of its wholly owned subsidiary DRT Cyber Inc., (“DRTC”). The Bank is incorporated and domiciled in Canada, and maintains its registered office at Suite 2002, 140 Fullarton Street, London, Ontario, Canada, N6A 5P2.

 

 

2.

Basis of preparation:

 

a) Statement of compliance:

 

These interim Consolidated Financial Statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and have been prepared in accordance with International Accounting Standard (“IAS”) 34 – Interim Financial Reporting and do not include all of the information required for full annual financial statements. These interim Consolidated Financial Statements should be read in conjunction with the Bank’s audited Consolidated Financial Statements for the year ended October 31, 2023.

 

The interim Consolidated Financial Statements for the three months ended January 31, 2024 and 2023 were approved by the Audit Committee of the Bank’s Board of Directors on March 4, 2024.

 

b) Basis of measurement:

 

These interim Consolidated Financial Statements have been prepared on the historical cost basis except securities (note 4), the investment in Canada Stablecorp Inc. (note 6) and an interest rate swap (note 12), which are measured at fair value in the Consolidated Balance Sheets.

 

c) Functional and presentation currency:

 

These interim Consolidated Financial Statements are presented in Canadian dollars, which is the Bank’s functional currency. Functional currency is also determined for each of the Bank’s subsidiaries, and items included in the interim financial statements of the subsidiaries are measured using their functional currency.

 

6

VERSABANK
Notes to Interim Consolidated Financial Statements
(Unaudited)
 
Three month periods ended January 31, 2024 and 2023

 

d) Use of estimates and judgements:

 

In preparing these interim Consolidated Financial Statements, management has exercised judgement and developed estimates in applying accounting policies and generating reported amounts of assets and liabilities at the date of the financial statements and income and expenses during the reporting periods. Areas where judgement was applied include assessing significant changes in credit risk on financial assets and in the selection of relevant forward-looking information in assessing the Bank’s allowance for expected credit losses on its financial assets as described in note 5 – Loans. Estimates are applied in the determination of the allowance for expected credit losses on financial assets, the fair value of stock options granted as described in note 9, the fair value of the investment in Canada Stablecorp Inc. as described in note 6, and the measurement of deferred taxes as described in note 10. It is reasonably possible, on the basis of existing knowledge, that actual results may vary from those expected in the development of these estimates. This could result in material adjustments to the carrying amounts of assets and/or liabilities affected in the future.

 

Estimates and their underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are applied prospectively once they are known.

 

 

3.

Significant accounting policies and future accounting changes:

 

The accounting policies applied by the Bank in these interim Consolidated Financial Statements are the same as those applied by the Bank as at and for the year ended October 31, 2023 and are detailed in note 3 of the Bank’s 2023 audited Consolidated Financial Statements.

 

 

4.

Securities:

 

As at January 31, 2024, the Bank held securities totalling $133.0 million ( October 31, 2023 - $167.9 million), comprised of a Government of Canada Treasury Bill for $130.0 million with a face value of $130.0 million at maturity on February 1, 2024, yielding 4.93%, and a Government of Canada Bond for $3.0 million with a face value totaling $3.0 million, yielding 4.76%, with a 3.75% coupon and maturing on May 1, 2025.

 

 

5.

Loans, net of allowance for credit losses:

 

The Bank organizes its lending portfolio into the following four broad asset categories: Point-of-Sale Loans and Leases, Commercial Real Estate Mortgages, Commercial Real Estate Loans, and Public Sector and Other Financing. These categories have been established in the Bank’s proprietary, internally developed asset management system and have been designed to catalogue individual lending assets as a function primarily of their key risk drivers, the nature of the underlying collateral, and the applicable market segment.

 

The Point-of-Sale Loans and Leases (“POS Financing”) asset category is comprised of point-of-sale loan and lease receivables acquired from the Bank’s network of origination and servicing partners as well as warehouse loans that provide bridge financing to the Bank’s origination and servicing partners for the purpose of accumulating and seasoning practical volumes of individual loans and leases prior to the Bank purchasing the cashflow receivables derived from same.

 

7

VERSABANK
Notes to Interim Consolidated Financial Statements
(Unaudited)
 
Three month periods ended January 31, 2024 and 2023

 

The Commercial Real Estate Mortgages (“CRE Mortgages”) asset category is comprised primarily of Residential Construction, Term, Insured and Land Mortgages. All of these loans are business-to-business loans with the underlying credit risk exposure being primarily consumer in nature given that the vast majority of the loans are related to properties that are designated primarily for residential use. The portfolio benefits from diversity in its underlying security in the form of a broad range of such collateral properties.

 

The Commercial Real Estate Loans (“CRE Loans”) asset category is comprised primarily of condominium corporation financing loans.

 

The Public Sector and Other Financing (“PSOF”) asset category is comprised primarily of public sector loans and leases, a small balance of corporate loans and leases and single family residential conventional and insured mortgages.

 

Summary of loans and allowance for credit losses:

 

(thousands of Canadian dollars)

            
  

January 31

  

October 31

  

January 31

 
  

2024

  

2023

  

2023

 
             
             
             

Point-of-sale loans and leases

 $3,078,941  $2,879,320  $2,414,266 

Commercial real estate mortgages

  822,086   889,069   752,138 

Commercial real estate loans

  9,062   8,793   12,811 

Public sector and other financing

  55,078   55,054   42,523 
   3,965,167   3,832,236   3,221,738 
             

Allowance for credit losses

  (2,386)  (2,513)  (2,289)

Accrued interest

  21,500   20,681   15,634 
             

Total loans, net of allowance for credit losses

 $3,984,281  $3,850,404  $3,235,083 

 

8

VERSABANK
Notes to Interim Consolidated Financial Statements
(Unaudited)
 
Three month periods ended January 31, 2024 and 2023

 

The following table provides a summary of loan amounts, ECL allowance amounts, and expected loss (“EL”) rates by lending asset category:

 

  

As at January 31, 2024

  

As at October 31, 2023

 

(thousands of Canadian dollars)

 

Stage 1

  

Stage 2

  

Stage 3

  

Total

  

Stage 1

  

Stage 2

  

Stage 3

  

Total

 

Point-of-sale loans and leases

 $3,068,742  $10,199  $-  $3,078,941  $2,873,078  $6,242  $-  $2,879,320 

ECL allowance

  65   -   -   65   100   -   -   100 

EL %

  0.00%  0.00%  0.00%  0.00%  0.00%  0.00%  0.00%  0.00%

Commercial real estate mortgages

 $620,317  $201,769  $-  $822,086  $717,755  $155,993  $15,321  $889,069 

ECL allowance

  1,656   450   -   2,106   1,699   523   -   2,222 

EL %

  0.27%  0.22%  0.00%  0.26%  0.24%  0.34%  0.00%  0.25%

Commercial real estate loans

 $9,062  $-  $-  $9,062  $8,793  $-  $-  $8,793 

ECL allowance

  55   -   -   55   42   -   -   42 

EL %

  0.61%  0.00%  0.00%  0.61%  0.48%  0.00%  0.00%  0.48%

Public sector and other financing

 $50,824  $4,254  $-  $55,078  $49,293  $5,761  $-  $55,054 

ECL allowance

  134   26   -   160   104   45   -   149 

EL %

  0.26%  0.61%  0.00%  0.29%  0.21%  0.78%  0.00%  0.27%

Total loans

 $3,748,945  $216,222  $-  $3,965,167  $3,648,919  $167,996  $15,321  $3,832,236 

Total ECL allowance

  1,910   476   -   2,386   1,945   568   -   2,513 

Total EL %

  0.05%  0.22%  0.00%  0.06%  0.05%  0.34%  0.00%  0.07%

 

The Bank’s maximum exposure to credit risk is the carrying value of its financial assets. The Bank holds security against the majority of its loans in the form of mortgage interests over property, other registered securities over assets, guarantees or cash reserves (holdbacks) on loan and lease receivables included in the POS Financing portfolio (see note 8).

 

Allowance for credit losses

 

The Bank must maintain an allowance for expected credit losses that is adequate, in management’s opinion, to absorb all credit related losses in the Bank’s lending and treasury portfolios. The expected credit loss methodology requires the recognition of credit losses based on 12 months of expected losses for performing loans which is reflected in the Bank’s Stage 1 grouping. The Bank recognizes lifetime expected losses on loans that have experienced a significant increase in credit risk since origination which is reflected in the Bank’s Stage 2 grouping. Impaired loans require recognition of lifetime losses and is reflected in Stage 3 grouping.

 

Forward-looking Information

 

The Bank has sourced credit risk modeling systems and forecast macroeconomic scenario data from Moody’s Analytics, a third-party service provider for the purpose of computing forward-looking credit risk parameters under multiple macroeconomic scenarios that consider both market-wide and idiosyncratic factors and influences. The macroeconomic indicator data utilized by the Bank for the purpose of sensitizing probability of default and loss given default term structure data to forward economic conditions include, but are not limited to: real GDP, the national unemployment rate, long term interest rates, the consumer price index, the S&P/TSX Index and the price of oil. These specific macroeconomic indicators were selected in an attempt to ensure that the spectrum of fundamental macroeconomic influences on the key drivers of the credit risk profile of the Bank’s balance sheet, including: corporate, consumer and real estate market dynamics; corporate, consumer and SME borrower performance; geography; as well as collateral value volatility, are appropriately captured and incorporated into the Bank’s forward macroeconomic sensitivity analysis.

 

9

VERSABANK
Notes to Interim Consolidated Financial Statements
(Unaudited)
 
Three month periods ended January 31, 2024 and 2023

 

Key assumptions driving Moody’s Analytics’ baseline macroeconomic forecast trends this quarter include: the Bank of Canada cutting interest rates at the April policy meeting; the Canadian economy returning to modest growth in early 2024 and inflation approaching the Bank of Canada’s target by the third quarter of 2024; elevated debt service obligations strain household finances but results in only modest loan deterioration; high financing costs and low sales volumes cause home prices to contract over the course of the majority of year; the various military conflicts  continue but do not escalate to other regional powers; supply-chain bottlenecks continue to ease which aids in moderating inflation; outbreaks of disease or illness have very little economic impact; and global oil prices stabilize with West Texas Intermediate in the high US$70 range.

 

Management developed ECL estimates using credit risk parameter term structure forecasts sensitized to individual baseline, upside and downside forecast macroeconomic scenarios, each weighted at 100%, and subsequently computed the variance of each to the Bank’s reported ECL as at January 31, 2024 in order to assess the alignment of the Bank’s reported ECL with the Bank’s credit risk profile, and further, to assess the scope, depth and ultimate effectiveness of the credit risk mitigation strategies that the Bank has applied to its lending portfolios (see Expected Credit Loss Sensitivity below).

 

Expected credit loss sensitivity:

 

The following table presents the sensitivity of the Bank’s estimated ECL to a range of individual macroeconomic scenarios, that in isolation may not reflect the Bank’s actual expected ECL exposure, as well as the variance of each to the Bank’s reported ECL as at January 31, 2024:

 

(thousands of Canadian dollars)

                
  

Reported

  

100%

  

100%

  

100%

 
  

ECL

  

Upside

  

Baseline

  

Downside

 
                 

Allowance for expected credit losses

 $2,386  $1,290  $1,670  $2,638 

Variance from reported ECL

      (1,096)  (716)  252 

Variance from reported ECL (%)

      (46%)  (30%)  11%
                 

 

10

VERSABANK
Notes to Interim Consolidated Financial Statements
(Unaudited)
 
Three month periods ended January 31, 2024 and 2023

 

The following table provides a reconciliation of the Bank’s ECL allowance by lending asset category for the three months ended January 31, 2024:

 

(thousands of Canadian dollars)

 

Stage 1

  

Stage 2

  

Stage 3

  

Total

 
                 

Point-of-sale loans and leases

                

Balance at beginning of period

 $100  $-  $-  $100 

Transfer in (out) to Stage 1

  56   (56)  -   - 

Transfer in (out) to Stage 2

  (124)  124   -   - 

Transfer in (out) to Stage 3

  -   -   -   - 

Net remeasurement of loss allowance

  33   (68)  -   (35)

Loan originations

  -   -   -   - 

Derecognitions and maturities

  -   -   -   - 

Provision for (recovery of) credit losses

  (35)  -   -   (35)

Write-offs

  -   -   -   - 

Recoveries

  -   -   -   - 

Balance at end of period

 $65  $-  $-  $65 
                 

Commercial real estate mortgages

                

Balance at beginning of period

 $1,699  $523  $-  $2,222 

Transfer in (out) to Stage 1

  122   (122)  -   - 

Transfer in (out) to Stage 2

  (109)  109   -   - 

Transfer in (out) to Stage 3

  -   -   -   - 

Net remeasurement of loss allowance

  (33)  (43)  -   (76)

Loan originations

  66   -   -   66 

Derecognitions and maturities

  (89)  (17)  -   (106)

Provision for (recovery of) credit losses

  (43)  (73)  -   (116)

Write-offs

  -   -   -   - 

Recoveries

  -   -   -   - 

Balance at end of period

 $1,656  $450  $-  $2,106 
                 

Commercial real estate loans

                

Balance at beginning of period

 $42  $-  $-  $42 

Transfer in (out) to Stage 1

  -   -   -   - 

Transfer in (out) to Stage 2

  -   -   -   - 

Transfer in (out) to Stage 3

  -   -   -   - 

Net remeasurement of loss allowance

  2   -   -   2 

Loan originations

  11   -   -   11 

Derecognitions and maturities

  -   -   -   - 

Provision for (recovery of) credit losses

  13   -   -   13 

Write-offs

  -   -   -   - 

Recoveries

  -   -   -   - 

Balance at end of period

 $55  $-  $-  $55 
                 

Public sector and other financing

                

Balance at beginning of period

 $104  $45  $-  $149 

Transfer in (out) to Stage 1

  18   (18)  -   - 

Transfer in (out) to Stage 2

  -   -   -   - 

Transfer in (out) to Stage 3

  -   -   -   - 

Net remeasurement of loss allowance

  12   (1)  -   11 

Loan originations

  -   -   -   - 

Derecognitions and maturities

  -   -   -   - 

Provision for (recovery of) credit losses

  30   (19)  -   11 

Write-offs

  -   -   -   - 

Recoveries

  -   -   -   - 

Balance at end of period

 $134  $26  $-  $160 
                 

Total balance at end of period

 $1,910  $476  $-  $2,386 

 

11

VERSABANK
Notes to Interim Consolidated Financial Statements
(Unaudited)
 
Three month periods ended January 31, 2024 and 2023

 

The following table provides a reconciliation of the Bank’s ECL allowance by lending asset category for the three months ended January 31, 2023:

 

(thousands of Canadian dollars)

 

Stage 1

  

Stage 2

  

Stage 3

  

Total

 
                 

Point-of-sale loans and leases

                

Balance at beginning of period

 $545  $-  $-  $545 

Transfer in (out) to Stage 1

  38   (38)  -   - 

Transfer in (out) to Stage 2

  (54)  54   -   - 

Transfer in (out) to Stage 3

  -   -   -   - 

Net remeasurement of loss allowance

  54   (16)  -   38 

Loan originations

  -   -   -   - 

Derecognitions and maturities

  -   -   -   - 

Provision for (recovery of) credit losses

  38   -   -   38 

Write-offs

  -   -   -   - 

Recoveries

  -   -   -   - 

Balance at end of period

 $583  $-  $-  $583 
                 

Commercial real estate mortgages

                

Balance at beginning of period

 $1,150  $137  $-  $1,287 

Transfer in (out) to Stage 1

  62   (62)  -   - 

Transfer in (out) to Stage 2

  (30)  30   -   - 

Transfer in (out) to Stage 3

  -   -   -   - 

Net remeasurement of loss allowance

  263   (31)  -   232 

Loan originations

  86   -   -   86 

Derecognitions and maturities

  (14)  -   -   (14)

Provision for (recovery of) credit losses

  367   (63)  -   304 

Write-offs

  -   -   -   - 

Recoveries

  -   -   -   - 

Balance at end of period

 $1,517  $74  $-  $1,591 
                 

Commercial real estate loans

                

Balance at beginning of period

 $54  $-  $-  $54 

Transfer in (out) to Stage 1

  -   -   -   - 

Transfer in (out) to Stage 2

  -   -   -   - 

Transfer in (out) to Stage 3

  -   -   -   - 

Net remeasurement of loss allowance

  3   -   -   3 

Loan originations

  -   -   -   - 

Derecognitions and maturities

  -   -   -   - 

Provision for (recovery of) credit losses

  3   -   -   3 

Write-offs

  -   -   -   - 

Recoveries

  -   -   -   - 

Balance at end of period

 $57  $-  $-  $57 
                 

Public sector and other financing

                

Balance at beginning of period

 $17  $1  $-  $18 

Transfer in (out) to Stage 1

  -   -   -   - 

Transfer in (out) to Stage 2

  -   -   -   - 

Transfer in (out) to Stage 3

  -   -   -   - 

Net remeasurement of loss allowance

  11   2   -   13 

Loan originations

  27   -   -   27 

Derecognitions and maturities

  -   -   -   - 

Provision for (recovery of) credit losses

  38   2   -   40 

Write-offs

  -   -   -   - 

Recoveries

  -   -   -   - 

Balance at end of period

 $55  $3  $-  $58 
                 

Total balance at end of period

 $2,212  $77  $-  $2,289 

 

12

VERSABANK
Notes to Interim Consolidated Financial Statements
(Unaudited)
 
Three month periods ended January 31, 2024 and 2023

 

Credit quality:

 

The Bank assigns a risk rating to each lending asset comprising its lending portfolio. A risk rating is assigned as a function of each new credit application, annual review or an amendment to a facility. The risk rating considers the credit risk attributes of the lending asset, structure, individual borrower circumstances as well as local, regional and global macroeconomic and market conditions. The Bank aggregates its risk rating assignments into the following three broad categories:

 

i)         Satisfactory – The borrower and lending asset valuation are of acceptable credit quality.

 

ii)         Watchlist – The borrower or the lending asset valuation exhibits potential credit weakness or a downward trend which, if not mitigated, will potentially weaken the Bank’s position. The lending asset requires close supervision.

 

iii)         Classified – The collection of the structural payment and/or the full repayment of the lending asset is uncertain.

 

As of January 31, 2024, 99% of the Bank’s lending assets were categorized Satisfactory. There was no material change in the Bank’s processes for managing credit risk during the current quarter.

 

 

6.

Other assets:

 

(thousands of Canadian dollars)

            
  

January 31

  

October 31

  

January 31

 
  

2024

  

2023

  

2023

 
             

Accounts receivable

 $4,149  $3,858  $3,406 

Prepaid expenses and other

  20,195   22,130   19,491 

Property and equipment

  24,180   6,536   6,698 

Right-of-use assets

  3,255   3,427   3,948 

Deferred income tax asset

  3,075   4,058   2,003 

Interest rate swap

  587   1,517   49 

Investment (note 6a)

  953   953   953 

Goodwill

  5,754   5,754   5,754 

Intangible assets

  2,692   2,791   3,086 
             
  $64,840  $51,024  $45,388 

 

 

a)

In February 2021, the Bank acquired an 11% investment in Canada Stablecorp Inc. (“Stablecorp”) for cash consideration of $953,000. The Bank has made an irrevocable election to designate this investment at fair value through other comprehensive income at initial recognition and any future changes in the fair value of the investment will be recognized in other comprehensive income (loss). Amounts recorded in other comprehensive income (loss) will not be reclassified to profit and loss at a later date.

 

13

VERSABANK
Notes to Interim Consolidated Financial Statements
(Unaudited)
 
Three month periods ended January 31, 2024 and 2023

 

 

7.

Subordinated notes payable:

 

(thousands of Canadian dollars)

            
  

January 31

  

October 31

  

January 31

 
  

2024

  

2023

  

2023

 
             

Issued March 2019, unsecured, non-viability contingent capital compliant, subordinated notes payable, principal amount of $5.0 million, $500,000 is held by related party (note 14), fixed effective interest rate of 10.41%, maturing March 2029.

 $4,922  $4,919  $4,911 
             

Issued April 2021, unsecured, non-viability contingent capital compliant, subordinated notes payable, principal amount of US $75.0 million, fixed effective interest rate of 5.38%, maturing
May 2031.

  98,433   101,931   97,854 
             
  $103,355  $106,850  $102,765 

 

 

8.

Other liabilities:

 

(thousands of Canadian dollars)

            
  

January 31

  

October 31

  

January 31

 
  

2024

  

2023

  

2023

 
             

Accounts payable and other

 $7,543  $9,681  $5,482 

Current income tax liability

  2,426   7,466   1,829 

Deferred income tax liability

  709   731   704 

Lease obligations

  3,594   3,771   4,295 

Cash collateral and amounts held in escrow

  8,735   8,818   7,210 

Cash reserves on loan and lease receivables

  155,583   153,769   132,776 
             
  $178,590  $184,236  $152,296 

 

 

9.

Share capital:

 

a) Common shares:

 

At January 31, 2024, there were 25,964,424 ( October 31, 2023 - 25,964,424) common shares outstanding.

 

On August 5, 2022, the Bank received approval from the Toronto Stock Exchange (“TSX”) to proceed with a Normal Course Issuer Bid (“NCIB”) for its common shares. On September 21, 2022, the Bank received approval from the Nasdaq to proceed with a NCIB for its common shares. Pursuant to the NCIB, VersaBank was authorized to purchase for cancellation up to 1,700,000 of its common shares representing approximately 9.54% of its public float.

 

14

VERSABANK
Notes to Interim Consolidated Financial Statements
(Unaudited)
 
Three month periods ended January 31, 2024 and 2023

 

The Bank was eligible to make purchases commencing on August 17, 2022 and the NCIB was terminated on August 16, 2023. The purchases were made by VersaBank through the facilities of the TSX and alternate trading systems and the Nasdaq in accordance with the rules of the TSX and such alternate trading systems and the Nasdaq, as applicable, and the prices that VersaBank paid for the Common Shares was at the market price of such shares at the time of acquisition. VersaBank made no purchases of Common Shares other than open market purchases. All shares purchased under the NCIB were cancelled.

 

No common shares were issued or purchased in the quarter end January 31, 2024. For the quarter ended January 31, 2023, the Bank purchased and cancelled 822,296 common shares for $8.3 million, reducing the Bank’s Common Share capital value by $7.1 million and retained earnings by $1.2 million.

 

b) Preferred shares:

 

At January 31, 2024, there were 1,461,460 ( October 31, 2023 - 1,461,460) Series 1 preferred shares outstanding. These shares are Basel III compliant, non-cumulative rate reset preferred shares and include non-viability contingent capital (“NVCC”) provisions. As a result, these shares qualify as Additional Tier 1 Capital (see note 15).

 

The holders of the Series 1 preferred shares are entitled to receive a non-cumulative fixed dividend in the amount of $0.6772 annually per share, payable quarterly, as and when declared by the Board of Directors for the period ending October 31, 2024. The dividend represents an annual yield of 6.772% based on the stated issue price per share. Thereafter, the dividend rate will reset every five years at a level of 543 basis points over the then five year Government of Canada bond yield.

 

The Bank maintains the right to redeem, subject to the approval of OSFI, up to all of the outstanding Series 1 preferred shares on October 31, 2024 and on October 31 every five years thereafter at a price of $10.00 per share.  Should the Bank choose not to exercise its right to redeem the Series 1 preferred shares, holders of these shares will have the right to convert their shares into an equal number of non-cumulative, floating rate Series 2 preferred shares. Holders of Series 2 preferred shares will be entitled to receive quarterly floating dividends, as and when declared by the Board of Directors, equal to the 90-day Government of Canada Treasury bill rate plus 543 basis points.

 

c) Stock options

 

Stock option transactions during the three month periods ended January 31, 2024 and 2023:

 

  

for the three months ended

 
  

January 31, 2024

  

January 31, 2023

 
      

Weighted

      

Weighted

 
  

Number of

  

average

  

Number of

  

average

 
  

options

  

exercise price

  

options

  

exercise price

 
                 

Outstanding, beginning of period

  874,393  $15.90   965,766  $15.53 

Granted

  -   -   1,500   15.90 

Exercised

  -   -   -   - 

Forfeited/cancelled

  -   -   3,990   15.90 

Expired

  -   -   -   - 
                 

Outstanding, end of period

  874,393  $15.90   963,276  $15.53 

 

For the three month period ended January 31, 2024, the Bank recognized $132,000 ( January 31, 2023 - $343,000) in compensation expense related to the estimated fair value of options granted.

 

 

10.

Income tax provision:

 

Income tax provision for the three months ended January 31, 2024 was $4.3 million ( January 31, 2023 - $3.8 million). The Bank’s combined statutory federal and provincial income tax rate in Canada is approximately 27% (2023 - 27%). The Bank’s effective rate reflects the statutory rate adjusted for certain items not being taxable or deductible for income tax purposes.

 

15

VERSABANK
Notes to Interim Consolidated Financial Statements
(Unaudited)
 
Three month periods ended January 31, 2024 and 2023

 

 

11.

Income per common share:

 

(thousands of Canadian dollars)

        
  

for the three months ended

 
  

January 31

  

January 31

 
  

2024

  

2023

 
         

Net income

 $12,699  $9,417 

Less: dividends on preferred shares

  (247)  (247)
   12,452   9,170 
         

Average number of common shares outstanding

  25,964,424   27,025,317 
         

Income per common share:

 $0.48  $0.34 

 

Common shares associated with the Series 1 NVCC preferred shares are contingently issuable shares and would only have a dilutive impact upon issuance.

 

 

12.

Derivative instruments:

 

At January 31, 2024, the Bank had an outstanding contract established for asset liability management purposes to swap between fixed and floating interest rates with a notional amount totalling $20.4 million ( October 31, 2023 - $20.8 million), of which $20.4 million ( October 31, 2023 - $20.8 million) qualified for hedge accounting. The Bank enters into interest rate swap contracts for its own account exclusively and does not act as an intermediary in this market. As required under the accounting standard relating to hedges, at January 31, 2024, $587,000 ( October 31, 2023 - $1.5 million) relating to this contract was included in other assets and the offsetting amount included in the carrying values of the assets to which they relate. Approved counterparties are limited to major Canadian chartered banks. The carrying amount of the hedged item recognized in the loans was $20.3 million. The accumulated amount of fair value hedge adjustments on the hedged item included in the carrying amount of the hedged item is $87,000.

 

 

13.

Commitments and contingencies:

 

The amount of credit-related commitments represents the maximum amount of additional credit that the Bank could be obligated to extend.

 

(thousands of Canadian dollars)

            
  

January 31

  

October 31

  

January 31

 
  

2024

  

2023

  

2023

 
             

Loan commitments

 $414,591  $405,426  $346,747 

Letters of credit

  84,594   75,963   58,136 
             
  $499,185  $481,389  $404,883 

 

16

VERSABANK
Notes to Interim Consolidated Financial Statements
(Unaudited)
 
Three month periods ended January 31, 2024 and 2023

 

 

14.

Related party transactions:

 

The Bank’s Board of Directors and Senior Executive Officers represent key management personnel and are related parties. At January 31, 2024, amounts due from these related parties totalled $1.5 million ( October 31, 2023 - $1.5 million) and an amount due from a corporation controlled by key management personnel totalled $4.3 million ( October 31, 2023 - $3.9 million). The interest rates charged on loans and advances to related parties are based on mutually agreed-upon terms. Interest income earned on the above loans for the three months ended January 31, 2024, was $41,000 ( January 31, 2023 - $24,000). As at January 31, 2024, there were no specific provisions for credit losses associated with loans issued to key management personnel ( October 31, 2023 - $nil), and all loans issued to key management personnel were current. $500,000 of the Bank’s $5.0 million subordinated notes payable, issued in March 2019, are held by a related party (note 7).

 

 

15.

Capital management:

 

a) Overview:

 

The Bank’s policy is to maintain a strong capital base so as to retain investor, creditor and market confidence as well as to support the future growth and development of the business. The impact of the level of capital held on shareholders’ return is an important consideration, and the Bank recognizes the need to maintain a balance between the higher returns that may be possible with greater leverage and the advantages and security that may be afforded by a more robust capital position.

 

OSFI sets and monitors capital requirements for the Bank. Capital is managed in accordance with policies and plans that are regularly reviewed and approved by the Board of Directors and that take into account, amongst other items, forecasted capital requirements and current and anticipated financial market conditions.

 

The goal is to maintain adequate regulatory capital for the Bank to be considered well capitalized, protect deposits and provide capacity to support organic growth as well as to capitalize on strategic opportunities that do not otherwise require accessing the public capital markets, all the while providing a satisfactory return to shareholders. The Bank’s regulatory capital is comprised of share capital, retained earnings and unrealized gains and losses on fair value through other comprehensive income securities (Common Equity Tier 1 capital), preferred shares (Additional Tier 1 capital) and subordinated notes (Tier 2 capital).

 

The Bank monitors its capital adequacy and related capital ratios on a daily basis and has policies setting internal targets and thresholds for its capital ratios. These capital ratios consist of the leverage ratio and the risk-based capital ratios.

 

The Bank makes use of the Standardized Approach for credit risk as prescribed by OSFI and, therefore, may include eligible ECL allowance amounts in its Tier 2 capital, up to a maximum of 1.25% of its credit risk-weighted assets calculated under the Standardized Approach.

 

17

VERSABANK
Notes to Interim Consolidated Financial Statements
(Unaudited)
 
Three month periods ended January 31, 2024 and 2023

 

During the period ended January 31, 2024, there were no material changes in the Bank’s management of capital.

 

b)

Risk-based capital ratios:

 

The Basel Committee on Banking Supervision has published the Basel III rules on capital adequacy and liquidity (“Basel III”). OSFI requires that all Canadian banks must comply with the Basel III standards on an “all-in” basis for the purpose of determining their risk-based capital ratios. Required minimum regulatory capital ratios are a 7.0% Common Equity Tier 1 capital ratio (“CET1”), an 8.5% Tier 1 capital ratio and a 10.5% Total capital ratio, all of which include a 2.50% capital conservation buffer.

 

OSFI also requires banks to measure capital adequacy in accordance with guidelines for determining risk- adjusted capital and risk-weighted assets including off-balance sheet credit instruments as specified in the Basel III regulations. Based on the deemed credit risk for each type of asset, both on and off-balance sheet assets of the Bank are assigned a weighting ranging between 0% to 150% to determine the Bank’s risk- weighted equivalent assets and its risk-based capital ratios.

 

18

VERSABANK
Notes to Interim Consolidated Financial Statements
(Unaudited)
 
Three month periods ended January 31, 2024 and 2023

 

The Bank’s risk-based capital ratios are calculated as follows:

 

(thousands of Canadian dollars)

        
  

January 31

  

October 31

 
  

2024

  

2023

 
         
         

Common Equity Tier 1 (CET1) capital

        

Directly issued qualifying common share capital

 $214,824  $214,824 

Contributed surplus

  2,645   2,513 

Retained earnings

  157,845   146,043 

Accumulated other comprehensive income

  73   131 

CET1 before regulatory adjustments

  375,387   363,511 

Regulatory adjustments applied to CET1

  (11,589)  (12,699)

Common Equity Tier 1 capital

 $363,798  $350,812 
         

Additional Tier 1 capital

        

Directly issued qualifying Additional Tier 1 instruments

 $13,647  $13,647 

Total Tier 1 capital

 $377,445  $364,459 
         

Tier 2 capital

        

Directly issued Tier 2 capital instruments

 $105,478  $109,033 

Tier 2 capital before regulatory adjustments

  105,478   109,033 

Eligible stage 1 and stage 2 allowance

  2,386   2,513 

Total Tier 2 capital

 $107,864  $111,546 

Total regulatory capital

 $485,309  $476,005 

Total risk-weighted assets

 $3,194,696  $3,095,092 

Capital ratios

        

CET1 capital ratio

  11.39%  11.33%

Tier 1 capital ratio

  11.81%  11.78%

Total capital ratio

  15.19%  15.38%

 

As at January 31, 2024 and October 31, 2023, the Bank exceeded all of the minimum Basel III regulatory capital requirements prescribed by OSFI.

 

19

VERSABANK
Notes to Interim Consolidated Financial Statements
(Unaudited)
 
Three month periods ended January 31, 2024 and 2023

 

c)

Leverage ratio:

 

The leverage ratio, which is prescribed under the Basel III Accord, is a supplementary measure to the risk-based capital requirements and is defined as the ratio of Tier 1 capital to the Bank’s total exposures. The Basel III minimum leverage ratio is 3.0%. The Bank’s leverage ratio is calculated as follows:

 

(thousands of Canadian dollars)

        
  

January 31

  

October 31

 
  

2024

  

2023

 
         
         

On-balance sheet assets

 $4,309,635  $4,201,610 

Assets amounts adjusted in determining the Basel III

        

Tier 1 capital

  (11,589)  (12,699)

Total on-balance sheet exposures

  4,298,046   4,188,911 
         

Total off-balance sheet exposure at gross notional amount

 $499,185  $481,389 

Adjustments for conversion to credit equivalent amount

  (324,662)  (281,705)

Total off-balance sheet exposures

  174,523   199,684 
         

Tier 1 capital

  377,445   364,459 

Total exposures

  4,472,569   4,388,595 
         

Leverage ratio

  8.44%  8.30%

 

As at January 31, 2024 and October 31, 2023, the Bank was in compliance with the leverage ratio prescribed by OSFI.

 

20

VERSABANK
Notes to Interim Consolidated Financial Statements
(Unaudited)
 
Three month periods ended January 31, 2024 and 2023

 

 

16.

Interest rate risk position:

 

The Bank is subject to interest rate risk, which is the risk that a movement in interest rates could negatively impact net interest margin, net interest income and the economic value of assets, liabilities and shareholders’ equity. The following table provides the duration difference between the Bank’s assets and liabilities and the potential after-tax impact of a 100 basis point shift in interest rates on the Bank’s earnings during a 12 month period.         

 

(thousands of Canadian dollars)

                
  

January 31, 2024

  

October 31, 2023

 
  

Increase

100 bps

  

Decrease

100 bps

  

Increase

100 bps

  

Decrease

100 bps

 

Increase (decrease):

                

Impact on projected net interest income during a 12 month period

 $3,122  $(3,136) $4,046  $(4,059)
                 

Duration difference between assets and liabilities (months)

  (1.6)      (2.0)    

 

 

17.

Fair value of financial instruments:

 

Fair values are based on management’s best estimates of market conditions and valuation policies at a certain point in time. The estimates are subjective and involve particular assumptions and judgement and, as such, may not be reflective of future fair values. The Bank’s loans and deposits lack an available market as they are not typically exchanged and, therefore, the book value of these instruments is not necessarily representative of amounts realizable upon immediate settlement. See note 21 of the October 31, 2023 audited Consolidated Financial Statements for more information on fair values.

 

(thousands of Canadian dollars)

                                
  

January 31, 2024

  

October 31, 2023

 
                                         
  

Carrying

Value

  

Fair value

Level 1

  

Fair Value

Level 2

  

Fair Value

Level 3

  

Total Fair

Value

  

Carrying

Value

  

Fair value

Level 1

  

Fair Value

Level 2

  

Fair Value

Level 3

  

Total Fair

Value

 
                                         

Assets

                                        

Cash

 $127,509  $127,509  $-  $-  $127,509  $132,242  $132,242  $-  $-  $132,242 

Securities

  133,005   133,005   -   -   133,005   167,940   167,940   -   -   167,940 

Loans

  3,984,281   -   -   3,975,636   3,975,636   3,850,404   -   -   3,837,599   3,837,599 

Derivatives

  587   -   587   -   587   1,517   -   1,517   -   1,517 

Other financial assets

  953   -   -   953   953   953   -   -   953   953 
                                         
                                         

Liabilities

                                        

Deposits

 $3,638,656  $-  $-  $3,606,715  $3,606,715  $3,533,366  $-  $-  $3,436,491  $3,436,491 

Subordinated notes payable

  103,355   -   100,454   -   100,454   106,850   -   109,033   -   109,033 

Other financial liabilities

  175,455   -   -   175,455   175,455   176,039   -   -   176,039   176,039 
                                         

 

 

18.

Operating segmentation:

 

The Bank has established two reportable operating segments, those being Digital Banking and DRTC (cybersecurity services). The two operating segments are strategic business operations providing distinct products and services to different markets and are separately managed as a function of the distinction in the nature of each business. The following summarizes the operations of each of the reportable segments:

 

21

VERSABANK
Notes to Interim Consolidated Financial Statements
(Unaudited)
 
Three month periods ended January 31, 2024 and 2023

 

Digital Banking – The Bank employs a branchless business-to-business model using its proprietary financial technology to address underserved segments in the Canadian and US banking markets. VersaBank obtains its deposits and provides the majority of its loans and leases electronically via innovative deposit and lending solutions for financial intermediaries.

 

DRTC (cybersecurity services and banking and financial technology development) – Leveraging its internally developed IT security software and capabilities, VersaBank established a wholly owned subsidiary, DRT Cyber Inc., to pursue significant large-market opportunities in cybersecurity and develop innovative solutions to address the rapidly growing volume of cyber threats challenging financial institutions, multi-national corporations and government entities.

 

The basis for the determination of the reportable segments is a function primarily of the systematic, consistent process employed by the Bank’s chief operating decision maker, the Chief Executive Officer, and the Chief Financial Officer in reviewing and interpreting the operations and performance of each segment. The accounting policies applied to these segments are consistent with those employed in the preparation of the Bank’s Consolidated Financial Statements, as disclosed in note 3 of the Bank’s 2023 audited Consolidated Financial Statements.

 

Performance is measured based on segment net income, as included in the Bank’s internal management reporting. Management has determined that this measure is the most relevant in evaluating segment results and in the allocation of resources.

 

The following table sets out the results of each reportable operating segment as at and for the three months ended January 31, 2024 and 2023:

 

(thousands of Canadian dollars)

                            

for the three months ended

 

January 31, 2024

  

January 31, 2023

 
  

Digital

  

DRTC

  

Eliminations/

  

Consolidated

  

Digital

  

DRTC

  

Eliminations/

  

Consolidated

 
  

Banking

      

Adjustments

      

Banking

      

Adjustments

     

Net interest income

 $26,568  $-  $-  $26,568  $24,274  $-  $-  $24,274 

Non-interest income

  120   2,500   (337)  2,283   2   1,833   (191)  1,644 

Total revenue

  26,688   2,500   (337)  28,851   24,276   1,833   (191)  25,918 
                                 

Provision for credit losses

  (127)  -   -   (127)  385   -   -   385 
   26,815   2,500   (337)  28,978   23,891   1,833   (191)  25,533 
                                 

Non-interest expenses:

                                

Salaries and benefits

  5,371   1,167   -   6,538   6,684   1,573   -   8,257 

General and administrative

  4,276   394   (337)  4,333   2,862   455   (191)  3,126 

Premises and equipment

  768   385   -   1,153   623   329   -   952 
   10,415   1,946   (337)  12,024   10,169   2,357   (191)  12,335 
                                 

Income (loss) before income taxes

  16,400   554   -   16,954   13,722   (524)  -   13,198 
                                 

Income tax provision

  4,136   119   -   4,255   3,789   (8)  -   3,781 
                                 

Net income (loss)

 $12,264  $435  $-  $12,699  $9,933  $(516) $-  $9,417 
                                 

Total assets

 $4,299,625  $26,645  $(16,635) $4,309,635  $3,522,279  $23,797  $(14,386) $3,531,690 
                                 

Total liabilities

 $3,914,863  $28,625  $(22,887) $3,920,601  $3,174,197  $27,751  $(21,435) $3,180,513 
                                 

 

The Bank has operations in the US, through both its Digital Banking and DRTC businesses, however as at January 31, 2024, substantially all of the Bank’s earnings and assets are based in Canada.

 

 

19.

Comparative balances:

 

The interim financial statements have been reclassified, where applicable, to conform with the financial statement presentation used in the current period.  Cash flows related to the Bank’s investments in securities was reflected in operating activities in the comparative period and now reflected as investing activities and is consistent with the presentation and disclosure in the Bank’s annual audited financial statements for the year ended October 31, 2023. The change did not affect the comparative period earnings.

 

22

Exhibit 99.2

 

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Management’s Discussion and Analysis

 

This management’s discussion and analysis (“MD&A”) of operations and financial condition for the first quarter of fiscal 2024, dated March 4, 2024, should be read in conjunction with the unaudited interim consolidated financial statements for the period ended January 31, 2024, which have been prepared in accordance with International Financial Reporting Standards (“IFRS”). This MD&A should also be read in conjunction with VersaBank’s MD&A and Audited Consolidated Financial Statements for the year ended October 31, 2023, which are available on VersaBank’s website at www.versabank.com, SEDAR at www.sedar.com and EDGAR at www.sec.gov/edgar.shtml. Except as discussed below, all other factors discussed and referred to in the MD&A for the year ended October 31, 2023, remain substantially unchanged. All currency amounts in this document are in Canadian dollars unless otherwise indicated.

 

 


 

Cautionary Note Regarding Forward-Looking Statements 2
About VersaBank 3
Overview of Performance 4
Selected Financial Highlights 7
Business Outlook 8
Financial Review – Earnings 11
Financial Review – Balance Sheet 16
Off-Balance Sheet Arrangements 24
Related Party Transactions 24
Capital Management and Capital Resources 25
Results of Operating Segments 27
Summary of Quarterly Results 28
Non-GAAP and Other Financial Measures 29
Significant Accounting Policies and Use of Estimates and Judgements 31
Controls and Procedures 31

 

VersaBank – Q1 2024 MD&A 1
 

 

Cautionary Note Regarding Forward-Looking Statements

 

VersaBank’s public communications often include written or oral forward-looking statements. Statements of this type are included in this document and may be included in other filings and with Canadian securities regulators or the US Securities and Exchange Commission, or in other communications. All such statements are made pursuant to the “safe harbor” provisions of, and are intended to be forward-looking statements under, the United States Private Securities Litigation Reform Act of 1995 and any applicable Canadian securities legislation. The statements in this management’s discussion and analysis that relate to the future are forward-looking statements. By their very nature, forward-looking statements involve inherent risks and uncertainties, both general and specific, many of which are out of VersaBank’s control. Risks exist that predictions, forecasts, projections and other forward-looking statements will not be achieved. Readers are cautioned not to place undue reliance on these forward-looking statements as a number of important factors could cause actual results to differ materially from the plans, objectives, expectations, estimates and intentions expressed in such forward-looking statements. These factors include, but are not limited to, the strength of the Canadian and US economy in general and the strength of the local economies within Canada and the US in which VersaBank conducts operations; the effects of changes in monetary and fiscal policy, including changes in interest rate policies of the Bank of Canada and the US Federal Reserve; global commodity prices; the effects of competition in the markets in which VersaBank operates; inflation; capital market fluctuations; the timely development and introduction of new products in receptive markets; the impact of changes in the laws and regulations pertaining to financial services; changes in tax laws; technological changes; unexpected judicial or regulatory proceedings; unexpected changes in consumer spending and savings habits; the impact of wars or conflicts and the impact of both on global supply chains and markets; the impact of outbreaks of disease or illness that affect local, national or international economies; the possible effects on our business of terrorist activities; natural disasters and disruptions to public infrastructure, such as transportation, communications, power or water supply; and VersaBank’s anticipation of and success in managing the risks implicated by the foregoing. For a detailed discussion of certain key factors that may affect VersaBank’s future results, please see VersaBank’s annual MD&A for the year ended October 31, 2023.

 

The foregoing list of important factors is not exhaustive. When relying on forward-looking statements to make decisions, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. The forward-looking information contained in the management’s discussion and analysis is presented to assist VersaBank shareholders and others in understanding VersaBank’s financial position and may not be appropriate for any other purposes. Except as required by securities law, VersaBank does not undertake to update any forward-looking statement that is contained in this management’s discussion and analysis or made from time to time by VersaBank or on its behalf.

 

VersaBank – Q1 2024 MD&A 2
 

 

About VersaBank

 

VersaBank (the “Bank”) adopted an electronic branchless model in 1993, becoming the world’s first branchless financial institution and obtains its deposits and the majority of its loans and leases digitally. It holds a Canadian Schedule 1 chartered bank licence and is regulated by the Office of the Superintendent of Financial Institutions (“OSFI”). In addition to its core Digital Banking operations, VersaBank has established cybersecurity services and banking and financial technology development operations through its wholly owned subsidiary, DRT Cyber Inc. (“DRTC”). VersaBank’s Common Shares trade on the Toronto Stock Exchange and Nasdaq under the symbol VBNK. Its Series 1 Preferred Shares trade on the Toronto Stock Exchange under the symbol VBNK.PR.A.

 

VersaBank is focused on increasing earnings by concentrating on underserved markets that support more attractive pricing for its products, leveraging existing distribution channels to deliver its financial products to these chosen markets and expanding its diverse deposit gathering network that provides efficient access to a range of low-cost deposit sources in order to maintain a low cost of funds.

 

The underlying drivers of VersaBank’s performance trends for the current and comparative periods are set out in the following sections of this MD&A.

 

VersaBank – Q1 2024 MD&A 3
 

 

Overview of Performance

 

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* See definition in the "Non-GAAP and Other Financial Measures" section below.

 

Q1 2024 vs Q1 2023

 

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Loans increased 23% to $3.98 billion, driven primarily by continued strong growth in the Bank’s Point-of-Sale Loans and Leases (“POS Financing”) portfolio, which increased 28%, as well as growth in its commercial lending portfolio, which increased 9%;

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Total revenue increased 11% to $28.9 million and was comprised of net interest income of $26.6 million and non-interest income of $2.3 million, derived primarily from the Bank’s technology and cybersecurity business;

 

VersaBank – Q1 2024 MD&A 4
 

 

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Net interest margin (“NIM”) was 2.48% compared with 2.83% and NIM on loans was 2.63% compared with 3.03%. The decreases were due primarily to the strong growth of the POS Financing portfolio (which is composed of lower risk-weighted, lower yielding but higher Return on Common Equity (“ROCE”) assets than the commercial real estate (“CRE”) portfolio), the impact of the planned transition of some higher yielding, higher risk-weighted CRE loans to lower yielding, lower risk-weighted CRE loans as part of the Bank’s strategy to capitalize on opportunities for lower-risk loans with a higher return on capital deployed, as well as higher rates on term deposits experienced during the quarter. This was offset partially by higher yields earned on the Bank’s lending assets;

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Recovery of credit losses was $127,000 compared with a provision for credit losses of $385,000 last year, with the trend being attributable primarily to the recalibration of the Bank’s POS Financing portfolio’s static, legacy loss rate floor to align more closely with empirical loss rate data and general credit performance and changes in the forward-looking information used by VersaBank in its credit risk models offset partially by higher CRE lending asset balances;

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Provision for credit losses as a percentage of average loans was -0.01% compared to 0.05% last year. The Bank’s Provision for credit losses (“PCL”) continues to remain among the lowest of the publicly traded Canadian Schedule I (federally licensed) Banks;

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Non-interest expenses decreased 3% to $12.0 million, due primarily to a favourable adjustment in compensation obligations, offset partially by lower capital tax expense in the prior year attributable to a shift in the provincial allocation of the Bank’s loan and deposit originations and higher general operating expense levels in the current year to support expanded business activity;

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Net income increased 35% to $12.7 million, driven primarily by the 11% increase in revenue and 3% decrease in non-interest expenses;

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Earnings per share (“EPS”) increased 41% to $0.48, due primarily to the 35% increase in net income, as well as the impact of a lower number of common shares outstanding in the current year as a result of the purchase and cancellation of common shares under the Bank’s Normal Course Issuer Bid (“NCIB”);

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Return on average common equity increased 262 bps to 13.41% driven by strong earnings and lower number common shares outstanding; and,

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Efficiency ratio for the Digital Banking operations (excluding DRTC) improved to 40% from 42% last year.

 

Q1 2024 vs Q4 2023

 

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Loans increased 3% to $3.98 billion, driven primarily by continued strong growth in the Bank’s POS Financing portfolio, which increased 7%, offset partially by a transitory contraction in its CRE portfolio, which decreased 7%, under the Bank’s strategy to transition some higher yielding, higher risk-weighted CRE loans to lower yielding, lower risk-weighted CRE loans as part of the Bank’s strategy to balance risk and ROCE;

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Total revenue decreased 1% to $28.9 million and was comprised of net interest income of $26.6 million and non-interest income of $2.3 million, the latter derived primarily from the Bank’s technology and cybersecurity business, attributable primarily to the operations of DRT Cyber Inc., (“DRTC”), which includes the gross margin generated by its cybersecurity component Digital Boundary Group’s cybersecurity services business;

 

VersaBank – Q1 2024 MD&A 5
 

 

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NIM was 2.48% compared with 2.54% and NIM on loans was 2.63% compared with 2.69%. The decreases were due primarily to the strong growth of the POS Financing portfolio (which is composed of lower-risk weighted, lower yielding but higher ROCE assets than the CRE portfolio), the impact of the planned transition of some higher yielding, higher risk-weighted CRE loans to lower yielding, and lower risk-weighted CRE loans as part of the Bank’s strategy to capitalize on opportunities for lower-risk loans with a higher return on capital deployed;

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Recovery of credit losses was $127,000 compared with a recovery of credit losses of $184,000 last quarter;

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PCL as a percentage of average loans was -0.01% compared to -0.02% last quarter;

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Non-interest expenses decreased 3% to $12.0 million, due primarily to a favourable adjustment in compensation obligations, offset partially by higher salary and benefits and general operating expenses to support expanded business activities;

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Net income and earnings per share were $12.7 million and $0.48 per share, respectively, compared with $12.5 million and $0.47 per share, respectively, with the increase due primarily to lower non-interest expenses, offset partially by lower revenues as noted above;

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Return on average common equity decreased 17 bps to 13.41%; and,

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Efficiency ratio for the Digital Banking operations (excluding DRTC) improved to 40% from 45% last quarter.

 

VersaBank – Q1 2024 MD&A 6
 

 

Selected Financial Highlights


(unaudited)

 

For the three months ended

 
   

January 31

   

October 31

   

January 31

 

(thousands of Canadian dollars except per share amounts)

 

2024

   

2023

   

2023

 

Results of operations

                       

Interest income

  $ 69,292     $ 66,089     $ 49,561  

Net interest income

    26,568       26,239       24,274  

Non-interest income

    2,283       2,934       1,644  

Total revenue

    28,851       29,173       25,918  

Provision (recovery) for credit losses

    (127 )     (184 )     385  

Non-interest expenses

    12,024       12,441       12,335  

Digital Banking

    10,415       11,384       10,169  

DRTC

    1,946       2,137       2,357  

Net income

    12,699       12,479       9,417  

Income per common share:

                       

Basic

  $ 0.48     $ 0.47     $ 0.34  

Diluted

  $ 0.48     $ 0.47     $ 0.34  

Dividends paid on preferred shares

  $ 247     $ 247     $ 247  

Dividends paid on common shares

  $ 650     $ 650     $ 663  

Yield*

    6.47 %     6.40 %     5.78 %

Cost of funds*

    3.99 %     3.86 %     2.95 %

Net interest margin*

    2.48 %     2.54 %     2.83 %

Net interest margin on loans*

    2.63 %     2.69 %     3.03 %

Return on average common equity*

    13.41 %     13.58 %     10.79 %

Book value per common share*

  $ 14.46     $ 14.00     $ 12.77  

Efficiency ratio*

    42 %     43 %     48 %

Efficiency ratio - Digital banking*

    40 %     45 %     42 %

Return on average total assets*

    1.16 %     1.19 %     1.07 %

Provision (recovery) for credit losses as a % of average loans*

    (0.01 %)     (0.02 %)     0.05 %
   

As at

 

Balance Sheet Summary

                       

Cash

  $ 127,509     $ 132,242     $ 201,372  

Securities

    133,005       167,940       49,847  

Loans, net of allowance for credit losses

    3,984,281       3,850,404       3,235,083  

Average loans

    3,917,343       3,756,038       3,113,881  

Total assets

    4,309,635       4,201,610       3,531,690  

Deposits

    3,638,656       3,533,366       2,925,452  

Subordinated notes payable

    103,355       106,850       102,765  

Shareholders' equity

    389,034       377,158       351,177  

Capital ratios**

                       

Risk-weighted assets

  $ 3,194,696     $ 3,095,092     $ 2,917,048  

Common Equity Tier 1 capital

    363,798       350,812       326,411  

Total regulatory capital

    485,309       476,005       447,472  

Common Equity Tier 1 (CET1) capital ratio

    11.39 %     11.33 %     11.19 %

Tier 1 capital ratio

    11.81 %     11.78 %     11.66 %

Total capital ratio

    15.19 %     15.38 %     15.34 %

Leverage ratio

    8.44 %     8.30 %     9.21 %

* See definition in "Non-GAAP and Other Financial Measures" section below.        

** Capital management and leverage measures are in accordance with OSFI's Capital Adequacy Requirements and Basel III Accord.            

 

VersaBank – Q1 2024 MD&A 7
 

 

Business Outlook

 

VersaBank is active in underserved banking markets in Canada and the US in which its innovative, value- added, business-to-business (B2B) digital banking products command more attractive pricing for its lending products, and further, continues to develop and expand its diverse deposit gathering network that provides efficient access to a range of low-cost deposit sources. In addition, VersaBank remains highly committed to, and focused on, further developing and enhancing its technology advantage, a key component of its value proposition that not only provides efficient access to VersaBank’s chosen underserved lending and deposit markets, but also delivers superior financial products and better customer service to its clients.

 

Management is closely monitoring geo-political, economic and financial market risk precipitated by current wars or conflicts, as well as the condition of the US banking sector and the potential impact on VersaBank’s business. At this time, management has not identified any material direct or indirect risk exposure to VersaBank resulting from these geo-political risks or the uncertainty in the US banking sector but will continue to assess the relevant data and information as it becomes available.

 

While VersaBank does not provide guidance on specific performance metrics, the commentary provided below discusses aspects of VersaBank’s business and certain anticipated trends related to same that, in management’s view, could potentially impact future performance.

 

Potential acquisition of Stearns Bank Holdingford

 

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The Bank continues to advance the process seeking approval of its proposed acquisition of OCC-chartered US bank, Stearns Bank Holdingford N.A., and expects a decision with respect to approval of its application from US regulators during the second calendar quarter of 2024. If favourable, the Bank will proceed toward completion of the acquisition as soon as possible, subject to Canadian regulatory (OSFI) approval.

 

Lending Assets

 

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Canadian Point-of-Sale Financing: Consumer spending and business investment in Canada are expected to remain steady over the course of fiscal 2024 following modest contraction in growth the prior year with the impact of higher interest rates, inflationary pressures (albeit moderated from those recently) and a softening labour market still countering GDP growth. It remains management’s view that the impact of the continued softness in the Canadian economy on the Bank’s POS Financing portfolio in fiscal 2024 will be mitigated by the onboarding of new origination partners and the continued expansion of business with existing partners over the balance of the year. As a result, management expects to see continued growth in the Canadian POS Financing portfolio over the course of fiscal 2024;

 

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US Receivable Purchase Program (“RPP”): Despite higher interest rates and continuing inflationary pressures in the US, the US labour market remains resilient, which, combined with the broad expectation that the Federal Reserve’s tightening cycle has come to an end will continue to support consumer spending. Management views the current trajectory of the US economy to be favourable in the context of continued, stable demand for durable goods as a function of enduring consumption. Management believes that the anticipated US macroeconomic and industry trends described above will continue to support healthy growth in the Bank’s RPP portfolio over the course of fiscal 2024, which would be expected to contribute meaningful additional growth should VersaBank receive regulatory approval for, and complete, the proposed acquisition of a U.S. bank and broadly launch its RPP; and,

 

VersaBank – Q1 2024 MD&A 8
 

 

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Commercial Real Estate (Business-to-Business Loans with Credit Risk Exposure Predominantly Related to Residential Properties): Notwithstanding the effective risk mitigation strategies that are employed in managing the Bank’s CRE portfolios, including working with well-established, well-capitalized partners and maintaining modest loan-to-value ratios on individual transactions, management continues to take a cautionary stance with respect to its broader CRE portfolios due to volatility in CRE asset valuations and the potential impact of higher interest rates on borrowers’ ability to service debt. While management will continue to focus on multi-family insured mortgages in fiscal 2024 it is anticipated that Bank’s CRE portfolio asset mix will transition into lower risk weighted insured assets that will drive moderate portfolio growth in fiscal 2024.

 

Credit Quality

 

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VersaBank lends to underserved markets that support more attractive pricing for its lending products but typically exhibit a lower-than-average risk profile generally as a function of the lower inherent risk associated with the underlying collateral assets and/or the structure of VersaBank’s offered financing arrangements; and,

 

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Based on available forward-looking macroeconomic and industry data (as described above), as well as the Bank’s historical credit experience, current underwriting governance, and general expectations for credit performance, management anticipates that credit risk in its portfolio may continue to increase modestly during fiscal 2024 as a function primarily of a potentially higher interest rate environment in both Canada and the US and the ability of consumers and businesses to service debt in such an environment. Further, management expects that the lower risk profile of VersaBank’s unique business to business lending portfolio, which is a function of VersaBank’s prudent underwriting practices, structured lending products and focus on underserved financing markets within which it has a wealth of experience, will contribute to mitigating any escalation in forward credit risk in the Bank’s lending portfolio.

 

Funding and Liquidity

 

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Management expects that commercial deposits raised via VersaBank’s Trustee Integrated Banking (“TIB”) program will continue to grow throughout fiscal 2024 as a function of higher volumes of consumer and commercial bankruptcy and proposal restructuring proceedings, attributable primarily to the impact of current economic conditions. In addition, VersaBank continues to pursue a number of initiatives to grow and expand its well-established, diverse deposit broker network through which it sources personal deposits, consisting primarily of guaranteed investment certificates. The Bank’s current deposit channels remain an efficient, reliable and diversified source of funding, providing access to ample reasonably priced deposits in volumes that comfortably support the Bank’s liquidity requirements. Substantially all of the Bank’s deposit volumes raised through these channels are eligible for CDIC insurance;

 

VersaBank – Q1 2024 MD&A 9
 

 

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Management believes that VersaBank has one of the lowest liquidity risk profiles among North American banks attributable to the quality, stability and stickiness of its deposit base. All of VersaBank’s deposits are sourced through existing, third-party distribution channels, specifically wealth management firms that distribute the Bank’s term deposit products and Licensed Insolvency Trustee firms that invest in the Bank’s demand and term deposit products. The Bank does not accept deposits directly from individuals and does not offer high interest-bearing demand deposit products that are accessible to the public via the internet; and,

 

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Management anticipates that liquidity levels will remain reasonably consistent throughout fiscal 2024 as the Bank continues to fund anticipated balance sheet growth across each of its lines of business. Further, management will continue to deploy cash into low risk, government securities with the objective of earning a more favourable yield on its available liquidity.

 

Earnings and Capital

 

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Earnings growth in fiscal 2024 is expected to be a function primarily of anticipated organic balance sheet growth from Digital Banking operations, specifically attributable to expansion of the Bank’s POS Financing and RPP portfolios in Canada and the US, respectively, as well as incremental earnings contributions from DRTC;

 

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Net interest income growth for fiscal 2024 is expected to be a function primarily of expansion of the Bank’s POS Financing and RPP portfolios in Canada and the US, respectively, disciplined liquidity management and the expectation that growth in the TIB program in fiscal 2024 and further expansion of the Bank’s diverse deposit broker network should have a favourable impact on cost of funds although the Bank expects that it could see more volatility in NIM due to the dynamics of the term deposit market;

 

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Non-interest income growth for fiscal 2024 is expected to be a function primarily of DRTC revenue growth derived from its suite of cybersecurity services;

 

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VersaBank’s capital ratios remain comfortably in excess of the Bank’s targets and regulatory minimums and expectations. Management is of the view that VersaBank’s current capital levels are sufficient to accommodate balance sheet growth contemplated for fiscal 2024. Notwithstanding the above, management will continue to closely monitor the capital markets to identify opportunities for VersaBank to raise additional regulatory capital on attractive terms in order to position VersaBank to support a potentially more robust growth profile in the future; and,

 

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Management does not anticipate increasing VersaBank’s dividends over the course of fiscal 2024 to ensure that it continues to have adequate regulatory capital available to support contemplated balance sheet growth, as well as specific business development initiatives for earnings growth currently contemplated over the same timeframe and remain in compliance with its established regulatory capital ratio targets and thresholds.

 

There is potential that VersaBank may not realize or achieve the anticipated performance trends set out above as a function of a number of factors and variables including, but not limited to, the strength of the Canadian and US economies in general and the strength of the local economies in which VersaBank conducts operations; the effects of changes in monetary and fiscal policy, including changes in the interest rate policies of the Bank of Canada and the US Federal Reserve; global commodity prices; the effects of competition in the markets in which VersaBank operates; inflation; capital market fluctuations; the timely development and introduction of new products in receptive markets; the ability of VersaBank to grow its business and execute its strategy in the US market; the impact of changes in the laws and regulations regulating financial services; the impact of wars or conflicts; volatility in the US banking sector; and the impact of outbreaks of disease or illness that affect local, national or international economies. Please see “Cautionary Note Regarding Forward-Looking Statements” on page 2 of this MD&A.

 

VersaBank – Q1 2024 MD&A 10
 

 

Financial Review – Earnings

 

Total Revenue

 

Total revenue, which consists of net interest income and non-interest income increased 11% to $28.9 million compared to the same period a year ago and decreased 1% compared to last quarter.

 

Net Interest Income

 

(thousands of Canadian dollars)

                                       
   

January 31

   

October 31

           

January 31

         

For the three months ended:

 

2024

   

2023

   

Change

   

2023

   

Change

 
                                         

Interest income

                                       

Point-of-sale loans and leases

  $ 45,572     $ 42,271       8 %   $ 31,960       43 %

Commercial real estate mortgages

    19,015       19,130       (1 %)     14,410       32 %

Commercial real estate loans

    134       147       (9 %)     176       (24 %)

Public sector and other financing

    355       373       (5 %)     309       15 %

Other

    4,216       4,168       1 %     2,706       56 %

Interest income

  $ 69,292     $ 66,089       5 %   $ 49,561       40 %
                                         

Interest expense

                                       

Deposit and other

  $ 41,271     $ 38,391       8 %   $ 23,841       73 %

Subordinated notes

    1,453       1,459       0 %     1,446       0 %

Interest expense

  $ 42,724     $ 39,850       7 %   $ 25,287       69 %
                                         

Net interest income

  $ 26,568     $ 26,239       1 %   $ 24,274       9 %
                                         

Non-interest income

  $ 2,283     $ 2,934       (22 %)   $ 1,644       39 %
                                         

Total revenue

  $ 28,851     $ 29,173       (1 %)   $ 25,918       11 %
                                         

 

Q1 2024 vs Q1 2023

 

Net interest income increased 9% to $26.6 million due primarily to:

 

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Higher interest income attributable to strong lending asset growth and higher yields consistent with the higher interest rate environment.

 

Offset partially by:

 

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Higher interest expense attributable to higher deposit balances and higher cost of funds consistent with the higher interest rate environment.

 

VersaBank – Q1 2024 MD&A 11
 

 

Q1 2024 vs Q4 2023

 

Net interest income increased 1% as a function primarily of:

 

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Higher interest income attributable to strong lending asset growth and higher yields.

 

Offset partially by:

 

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Higher interest expense attributable to higher deposit balances and higher cost of funds consistent with the higher interest rate environment.

 

Net Interest Margin

 

(thousands of Canadian dollars)

                                       
   

January 31

   

October 31

           

January 31

         

For the three months ended:

 

2024

   

2023

   

Change

   

2023

   

Change

 
                                         

Interest income

  $ 69,292     $ 66,089       5 %   $ 49,561       40 %

Interest expense

    42,724       39,850       7 %     25,287       69 %

Net interest income

    26,568       26,239       1 %     24,274       9 %
                                         

Average assets

  $ 4,255,623     $ 4,091,228       4 %   $ 3,398,844       25 %

Yield*

    6.47 %     6.40 %     1 %     5.78 %     12 %

Cost of funds*

    3.99 %     3.86 %     3 %     2.95 %     35 %

Net interest margin*

    2.48 %     2.54 %     (2 %)     2.83 %     (12 %)
                                         

Average gross loans

  $ 3,989,702     $ 3,738,959       7 %   $ 3,100,809       29 %

Net interest margin on loans*

    2.63 %     2.69 %     (2 %)     3.03 %     (13 %)
                                         

* See definition in "Non-GAAP and Other Financial Measures" section below.            

 

Q1 2024 vs Q1 2023

 

Net interest margin decreased 35 bps as a function primarily of:

 

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Continuing growth in the POS Financing portfolio which is composed of lower risk-weighted, lower yielding assets;

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The impact of the planned transition of some higher yielding, higher risk-weighted CRE loans to lower yielding, lower risk-weighted CRE loans as part of the Bank’s strategy to capitalize on opportunities for lower-risk loans with a higher return on capital deployed; and,

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Higher cost of funds due to higher rates on term deposits experienced compared to last year.

 

Offset partially by:

 

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Higher yields earned on the Bank’s lending and treasury assets, generally as a function of the higher interest rate environment compared to last year.

 

VersaBank – Q1 2024 MD&A 12
 

 

Q1 2024 vs Q4 2023

 

Net interest margin decreased 6 bps as a function primarily of:

 

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Continuing growth in the POS Financing portfolio which is composed of lower risk-weighted, lower yielding assets;

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The impact of the planned transition of some higher yielding, higher risk-weighted CRE loans to lower yielding, lower risk-weighted CRE loans as part of the Bank’s strategy to capitalize on opportunities for lower-risk loans with a higher return on capital deployed; and,

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Higher cost of funds attributable to higher rates paid on term deposits during the quarter amidst higher rates in the term deposit market in Canada.

 

Offset partially by:

 

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Higher yields earned on the Bank’s lending and treasury assets.

 

Non-Interest Income

 

Non-interest income is comprised of revenue generated by DRTC which includes the gross profit of Digital Boundary Group (“DBG”), as well as income derived from miscellaneous transaction fees not directly attributable to lending assets.

 

Non-interest income for the quarter was $2.3 million compared to $1.6 million for the same period a year ago and $2.9 million last quarter and was composed substantially of the consolidated gross profit of DBG in the amount of $2.1 million realized on service revenues of $2.9 million, which were up 31% and 24% year-over-year and down 18% and 17% quarter-over-quarter respectively. The year-over-year and quarter-over-quarter trends were a function primarily of the timing of client engagements.

 

Provision for Credit Losses

 

(thousands of Canadian dollars)

                       
   

January 31

   

October 31

   

January 31

 

For the three months ended:

 

2024

   

2023

   

2023

 
                         

Provision for (recovery of) credit losses by lending asset:

                       

Point-of-sale loans and leases

  $ (35 )   $ (546 )   $ 38  

Commercial real estate mortgages

    (116 )     316       304  

Commercial real estate loans

    13       (8 )     3  

Public sector and other financing

    11       54       40  

Total provision for (recovery of) credit losses

  $ (127 )   $ (184 )   $ 385  
                         

 

VersaBank – Q1 2024 MD&A 13
 

 

Q1 2024 vs Q1 2023

 

VersaBank recorded a recovery of credit losses in the amount of $127,000 in the current quarter compared to a provision for credit losses in the amount of $385,000 last year as a function primarily of:

 

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A recovery of credit losses on the Bank’s POS Financing portfolio attributable primarily to management recalibrating the portfolio’s static, legacy loss rate floor to align more closely with empirical loss rate data and general credit performance; and,

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Changes in the forward-looking information used by the Bank in its credit risk models.

 

Offset partially by:

 

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Higher Commercial Real Estate balances.

 

Q1 2024 vs Q4 2023

 

VersaBank recorded a recovery of credit losses in the amount of $127,000 in the current quarter compared to a recovery of credit losses in the amount of $184,000 last quarter as a function primarily of:

 

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Lower Commercial Real Estate balances; and,

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Changes in the forward-looking information used by the Bank in its credit risk models.

 

Non-Interest Expenses

 

(thousands of Canadian dollars)

                                       
   

January 31

   

October 31

           

January 31

         

For the three months ended:

 

2024

   

2023

   

Change

   

2023

   

Change

 
                                         

Salaries and benefits

  $ 6,538     $ 7,289       (10 %)   $ 8,257       (21 %)

General and administrative

    4,333       4,163       4 %     3,126       39 %

Premises and equipment

    1,153       989       17 %     952       21 %

Total non-interest expenses

  $ 12,024     $ 12,441       (3 %)   $ 12,335       (3 %)
                                         

Efficiency Ratio

    41.68 %     42.65 %     (2 %)     47.59 %     (12 %)
                                         

 

Q1 2024 vs Q1 2023

 

Non-interest expenses decreased 3% to $12.0 million as a function primarily of:

 

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A favourable adjustment in compensation obligations.

 

Offset partially by:

 

img08.jpg Prior year favourable adjustment to capital tax expense attributable to a shift in the provincial allocation of the Bank’s loan and deposit originations; and,
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Higher general operating costs consistent with increased business activities.

 

VersaBank – Q1 2024 MD&A 14
 

 

Q1 2024 vs Q4 2023

 

Non-interest expenses decreased 3% as a function primarily of:

 

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A favourable adjustment in compensation obligations.

 

Offset partially by:

 

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Higher salary and benefits expense attributable to higher staffing levels to support expanded business activity across VersaBank and compensation adjustments; and,

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Higher general operating costs consistent with increased business activities.

 

Income Tax Provision

 

The Bank’s effective tax rate for the current quarter was approximately 25% compared with approximately 29% in the prior year and 26% last quarter. The year-over-year and quarter-over-quarter decrease in the Bank’s effective tax rate in the current quarter were attributable primarily to the impact of deferred tax assets recognized in the current period associated with tax loss carryforwards which are anticipated to be applied to future taxable earnings and lower non-deductible expenses associated with employee stock options, which were issued as part of the Bank’s employee retention program in early fiscal 2022. Provision for income taxes for the current quarter was $4.3 million compared to $3.8 million for the same period a year ago and $4.4 million last quarter.

 

VersaBank – Q1 2024 MD&A 15
 

 

Financial Review – Balance Sheet

 

(thousands of Canadian dollars)

                                       
   

January 31

   

October 31

           

January 31

         
   

2024

   

2023

   

Change

   

2023

   

Change

 
                                         

Total assets

  $ 4,309,635     $ 4,201,610       3 %   $ 3,531,690       22 %

Cash and securities

    260,514       300,182       (13 %)     251,219       4 %

Loans, net of allowance for credit losses

    3,984,281       3,850,404       3 %     3,235,083       23 %

Deposits

    3,638,656       3,533,366       3 %     2,925,452       24 %
                                         

 

 

Total Assets

 

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Total assets as at January 31, 2024, were $4.31 billion compared to $3.53 billion a year ago and $4.20 billion last quarter. The quarter-over-quarter and year-over-year trends were a function primarily of growth in VersaBank’s lending portfolios, in particular the POS Financing portfolio.

 

Cash and securities

 

Cash and securities, which are held primarily for liquidity purposes, were $260.5 million or 6% of total assets as at January 31, 2024, compared to $251.2 million or 7% of total assets a year ago and $300.2 million or 7% of total assets last quarter.

 

VersaBank – Q1 2024 MD&A 16
 

 

As at January 31, 2024, the Bank held securities totalling $133.0 million (October 31, 2023 - $167.9 million) which were comprised of a Government of Canada Treasury Bill and a series of Government of Canada Bonds, substantially all maturing in February 2024.

 

Loans

 

(thousands of Canadian dollars)

                                       
   

January 31

   

October 31

           

January 31

         
   

2024

   

2023

   

Change

   

2023

   

Change

 
                                         
                                         

Point-of-sale loans and leases

  $ 3,078,941     $ 2,879,320       7 %   $ 2,414,266       28 %

Commercial real estate mortgages

    822,086       889,069       (8 %)     752,138       9 %

Commercial real estate loans

    9,062       8,793       3 %     12,811       (29 %)

Public sector and other financing

    55,078       55,054       0 %     42,523       30 %
      3,965,167       3,832,236       3 %     3,221,738       23 %
                                         

Allowance for credit losses

    (2,386 )     (2,513 )             (2,289 )        

Accrued interest

    21,500       20,681               15,634          
                                         

Total loans, net of allowance for credit losses

  $ 3,984,281     $ 3,850,404       3 %   $ 3,235,083       23 %

 

VersaBank organizes its lending portfolio into the following four broad asset categories: Point-of-Sale Loans & Leases, Commercial Real Estate Mortgages, Commercial Real Estate Loans, and Public Sector and Other Financing. These categories have been established in VersaBank’s proprietary, internally developed asset management system and have been designed to catalogue individual lending assets as a function primarily of their key risk drivers, the nature of the underlying collateral, and the applicable market segment.

 

The Point-of-Sale Loans and Leases (“POS Financing”) asset category is comprised of Point-of-Sale Loan and Lease Receivables acquired from VersaBank’s network of origination and servicing partners in Canada and the US as well as Warehouse Loans that provide bridge financing to VersaBank’s origination and servicing partners for the purpose of accumulating and seasoning practical volumes of individual loans and leases prior to VersaBank purchasing the cashflow receivables derived from same.

 

The Commercial Real Estate Mortgages (“CRE Mortgages”) asset category is comprised primarily of Residential Construction, Term, Insured and Land Mortgages. All of these loans are business-to-business loans with the underlying credit risk exposure being primarily consumer in nature given that the vast majority (approximately 92% as at January 31, 2024) of the loans are related to properties that are designated primarily for residential use. The portfolio benefits from diversity in its underlying security in the form of a broad range of such collateral properties.

 

The Commercial Real Estate Loans (“CRE Loans”) asset category is comprised primarily of Condominium Corporation Financing loans.

 

The Public Sector and Other Financing (“PSOF”) asset category is comprised primarily of Public Sector Loans and Leases, a small balance of Corporate Loans and Leases and Single Family Residential Conventional and Insured Mortgages. VersaBank has de-emphasized Corporate lending and continues to monitor the public sector space in anticipation of more robust demand for Federal, Provincial and Municipal infrastructure and other project financings.

 

VersaBank – Q1 2024 MD&A 17
 

 

Q1 2024 vs Q1 2023

 

Loans increased 23% to $3.98 billion as a function primarily of:

 

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Higher POS Financing balances, which increased 28% year-over-year as a function primarily of consistent strong demand for home improvement/HVAC receivable financing; and,

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Higher commercial lending balances attributable primarily to increased loan origination in select markets.

 

 

Q1 2024 vs Q4 2023

 

Loans increased 3% as a function primarily of:

 

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Higher POS Financing balances, which increased 7% quarter-over-quarter as a function primarily of consistent strong demand for home improvement/HVAC receivable financing.

 

Offset partially by:

 

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Lower commercial lending balances attributable primarily to decreased loan origination in select markets, in line with the Bank’s conservative loan origination strategy in light of the evolving, challenging macroeconomic environment.

 

Residential Mortgage Exposures

 

In accordance with the Office of the Superintendent of Financial Institutions (“OSFI”) Guideline B-20 – Residential Mortgage Underwriting Practices and Procedures, additional information is provided regarding the Bank’s residential mortgage exposure. For the purposes of the Guideline, a residential mortgage is defined as a loan to an individual that is secured by residential property (one-to-four-unit dwellings) and includes home equity lines of credit (“HELOCs”). This differs from the classification of residential mortgages used by the Bank which also includes multi-family residential mortgages.

 

Under OSFI’s definition, the Bank’s exposure to residential mortgages at January 31, 2024 was $4.2 million compared to $4.1 million a year ago and $4.2 million last quarter. The Bank does not currently offer residential mortgages to the public. The Bank did not have any HELOCs outstanding at January 31, 2024, last quarter or a year ago.

 

Credit Quality and Allowance for Credit Losses

 

VersaBank closely monitors its lending portfolio, the portfolio’s underlying borrowers, as well as its origination partners in order to ensure that management maintains good visibility on credit trends that could provide an early warning indication of the emergence of any elevated risk in VersaBank’s lending portfolio.

 

VersaBank – Q1 2024 MD&A 18
 

 

Allowance for Credit Losses

 

The Bank must maintain an allowance for expected credit losses that is adequate, in management’s opinion, to absorb all credit related losses in the Bank’s lending and treasury portfolios. The expected credit loss methodology requires the recognition of credit losses based on 12 months of expected losses for performing loans which is reflected in the Bank’s Stage 1 grouping. The Bank recognizes lifetime expected losses on loans that have experienced a significant increase in credit risk since origination which is reflected in the Bank’s Stage 2 grouping. Impaired loans require recognition of lifetime losses and is reflected in Stage 3 grouping.

 

(thousands of Canadian dollars)

                                       
   

January 31

   

October 31

           

January 31

         
   

2024

   

2023

   

Change

   

2023

   

Change

 
                                         

ECL allowance by lending asset:

                                       

Point-of-sale loans and leases

  $ 65     $ 100       (35 %)   $ 583       (89 %)

Commercial real estate mortgages

    2,106       2,222       (5 %)     1,591       32 %

Commercial real estate loans

    55       42       31 %     57       (4 %)

Public sector and other financing

    160       149       7 %     58       176 %

Total ECL allowance

  $ 2,386     $ 2,513       (5 %)   $ 2,289       4 %
                                         

 

(thousands of Canadian dollars)

                                       
   

January 31

   

October 31

           

January 31

         
   

2024

   

2023

   

Change

   

2023

   

Change

 
                                         

ECL allowance by stage:

                                       

ECL allowance stage 1

  $ 1,910     $ 1,945       (2 %)   $ 2,212       (14 %)

ECL allowance stage 2

    476       568       (16 %)     77       518 %

ECL allowance stage 3

    -       -               -          

Total ECL allowance

  $ 2,386     $ 2,513       (5 %)   $ 2,289       4 %
                                         

 

Q1 2024 vs Q1 2023

 

VersaBank’s ECL allowance as at January 31, 2024, was $2.39 million compared to $2.29 million a year ago as a function primarily of:

 

img08.jpg

A recovery of credit losses on the Bank’s POS Financing portfolio attributable primarily to management recalibrating the portfolio’s static, legacy loss rate floor to align more closely with empirical loss rate data and general credit performance; and,

img08.jpg

Changes in the forward-looking information used by the Bank in its credit risk models.

 

Offset partially by:

 

img08.jpg

Higher commercial real estate balances.

 

VersaBank – Q1 2024 MD&A 19
 

 

Q1 2024 vs Q4 2023

 

VersaBank’s ECL allowance as at January 31, 2024, was $2.39 million compared to $2.51 million last quarter as a function primarily of:

 

img08.jpg

Lower Commercial Real Estate balances; and,

img08.jpg

Changes in the forward-looking information used by the Bank in its credit risk models.

 

Forward-looking information

 

The Bank has sourced credit risk modeling systems and forecast macroeconomic scenario data from Moody’s Analytics, a third-party service provider for the purpose of computing forward-looking credit risk parameters under multiple macroeconomic scenarios that consider both market-wide and idiosyncratic factors and influences. The macroeconomic indicator data utilized by the Bank for the purpose of sensitizing probability of default and loss given default term structure data to forward economic conditions include, but are not limited to: real GDP, the national unemployment rate, long term interest rates, the consumer price index, the S&P/TSX Index and the price of oil. These specific macroeconomic indicators were selected in an attempt to ensure that the spectrum of fundamental macroeconomic influences on the key drivers of the credit risk profile of the Bank’s balance sheet, including: corporate, consumer and real estate market dynamics; corporate, consumer and SME borrower performance; geography; as well as collateral value volatility, are appropriately captured and incorporated into the Bank’s forward macroeconomic sensitivity analysis.

 

Key assumptions driving Moody’s Analytics’ baseline macroeconomic forecast trends this quarter include: the Bank of Canada cutting interest rates at the April policy meeting; the Canadian economy returning to modest growth in early 2024 and inflation approaching the Bank of Canada’s target by the third quarter of 2024; elevated debt service obligations strain household finances but results in only modest loan deterioration; high financing costs and low sales volumes cause home prices to contract over the course of the majority of year; the various international military conflicts continue but do not escalate to other regional powers; supply-chain bottlenecks continue to ease which aids in moderating inflation; outbreaks of disease or illness have very little economic impact; and global oil prices stabilize with West Texas Intermediate in the high US$70 range. Management developed ECL estimates using credit risk parameter term structure forecasts sensitized to individual baseline, upside and downside forecast macroeconomic scenarios, each weighted at 100%, and subsequently computed the variance of each to the Bank’s reported ECL as at January 31, 2024 in order to assess the alignment of the Bank’s reported ECL with the Bank’s credit risk profile, and further, to assess the scope, depth and ultimate effectiveness of the credit risk mitigation strategies that the Bank has applied to its lending portfolios (see Expected Credit Loss Sensitivity below).

 

VersaBank – Q1 2024 MD&A 20
 

 

A summary of the key forecast macroeconomic indicator data trends utilized by VersaBank for the purpose of sensitizing lending asset credit risk parameter term structure forecasts to forward looking information, which in turn are used in the estimation of VersaBank’s reported ECL, as well as in the assessment of same are presented in the charts below.

 

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Expected Credit Loss Sensitivity:

 

The following table presents the sensitivity of the Bank’s estimated ECL to a range of individual forecast macroeconomic scenarios, that in isolation may not reflect the Bank’s actual expected ECL exposure, as well as the variance of each to the Bank’s reported ECL as at January 31, 2024:

 

(thousands of Canadian dollars)                                
    Reported     100%     100%     100%  
    ECL     Upside     Baseline     Downside  
                                 
Allowance for expected credit losses   $ 2,386     $ 1,290     $ 1,670     $ 2,638  
Variance from reported ECL             (1,096 )     (716 )     252  
Variance from reported ECL (%)             (46 %)     (30 %)     11 %
                                 

 

The uncertainty associated with the directionality, velocity and magnitude of both interest rates and inflation as well as the general uncertainty associated with the broader Canadian and US economies may result in VersaBank’s estimated ECL amounts exhibiting some future volatility which in turn may result in the Bank recognizing higher provisions for credit losses in the coming quarters.

 

VersaBank – Q1 2024 MD&A 21
 

 

Considering the analysis set out above and based on management’s review of the loan and credit data comprising VersaBank’s lending portfolio, combined with management’s interpretation of the available forecast macroeconomic and industry data, management is of the view that its reported ECL allowance represents a reasonable proxy for potential, future losses.

 

Deposits

 

VersaBank has established three core funding channels, those being personal deposits, commercial deposits, and cash reserves retained from VersaBank’s POS Financing origination partners that are classified as other liabilities, which are discussed in the Other Assets and Liabilities section below.

 

(thousands of Canadian dollars)

                                       
   

January 31

   

October 31

           

January 31

         
   

2024

   

2023

   

Change

   

2023

   

Change

 
                                         

Commercial deposits

  $ 641,842     $ 619,014       4 %   $ 585,579       10 %

Personal deposits

    2,996,814       2,914,352       3 %     2,339,873       28 %

Total deposits

  $ 3,638,656     $ 3,533,366       3 %   $ 2,925,452       24 %
                                         

 

Personal deposits, consisting principally of guaranteed investment certificates are sourced primarily through a well-established and well-diversified deposit broker network that the Bank continues to grow and expand across Canada.

 

Commercial deposits are sourced primarily via specialized operating accounts made available to insolvency professionals (“Trustees”) in the Canadian insolvency industry. The Bank developed customized banking software for use by Trustees that integrates banking services with the market-leading software platform used in the administration of consumer bankruptcy and proposal restructuring proceedings.

 

Substantially all of the Bank’s Personal and Commercial deposits sourced through these channels are eligible for CDIC insurance.

 

Q1 2024 vs Q1 2023

 

Deposits increased 24% to $3.6 billion as a function primarily of:

 

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Higher personal deposits attributable to VersaBank increasing activity in its broker market network to fund balance sheet growth; and,

 

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Higher commercial deposits attributable to an increase in the volume of consumer and commercial bankruptcy and proposal restructuring proceedings in the current year.

 

Q1 2024 vs Q4 2023

 

Deposits increased 3% as a function primarily of the variables and trends set out above.

 

VersaBank – Q1 2024 MD&A 22
 

 

Subordinated Notes Payable

 

(thousands of Canadian dollars)

                       
   

January 31

   

October 31

   

January 31

 
   

2024

   

2023

   

2023

 
                         

Issued March 2019, unsecured, non-viability contingent capital compliant, subordinated notes payable, principal amount of $5.0 million, fixed effective interest rate of 10.41%, maturing March 2029.

  $ 4,922     $ 4,919     $ 4,911  
                         

Issued April 2021, unsecured, non-viability contingent capital compliant, subordinated notes payable, principal amount of US $75.0 million, fixed effective interest rate of 5.38%, maturing May 2031.

    98,433       101,931       97,854  
                         
    $ 103,355     $ 106,850     $ 102,765  

 

Subordinated notes payable, net of issue costs, were $103.4 million as at January 31, 2024, compared to $102.8 million a year ago and $106.9 million last quarter. The quarter-over-quarter and year-over-year trends were a function primarily of changes in the USD/CAD foreign exchange spot rate in the current quarter.

 

Shareholders’ Equity

 

Shareholders’ equity was $389.0 million as at January 31, 2024, compared to $351.2 million a year ago and $377.2 million last quarter.

 

At January 31, 2024, there were 25,964,424 common shares outstanding compared to 26,423,486 common shares outstanding a year ago and 25,964,424 common shares outstanding last quarter.

 

Q1 2024 vs Q1 2023 vs Q4 2023

 

Shareholders’ equity increased 11% compared to a year ago and 3% compared to last quarter as a function primarily of higher retained earnings attributable to net income earned over the course of the year, offset partially by payment of dividends.

 

VersaBank’s book value per common share as at January 31, 2024 was $14.46 compared to $12.77 a year ago and $14.00 last quarter. The quarter-over-quarter and year-over-year trends were a function primarily of higher retained earnings attributable to net income earned in the current quarter offset partially by the payment of dividends over the same period.

 

See note 9 to the unaudited interim consolidated financial statements for additional information relating to share capital.

 

VersaBank – Q1 2024 MD&A 23
 

 

Stock-Based Compensation

 

Stock options are accounted for using the fair value method which recognizes the fair value of the stock option over the applicable vesting period as an increase in salaries and benefits expense with the same amount being recorded in contributed surplus. VersaBank recognized compensation expense for the current quarter totaling $132,000 compared to $343,000 for the same period a year ago and $174,000 last quarter, relating to the estimated fair value of stock options granted. See note 9 to the unaudited interim consolidated financial statements for additional information relating to stock options.

 

Updated Share Information

 

As at March 4, 2024, there were no changes since January 31, 2024 in the number of common shares, Series 1 preferred shares, and common share options outstanding.

 

Off-Balance Sheet Arrangements

 

As at January 31, 2024, VersaBank had an outstanding interest rate derivative contract established for asset liability management purposes to swap between fixed and floating interest rates with a notional amount totalling $20.4 million that qualified for hedge accounting. The Bank enters into interest rate swap contracts for its own account exclusively and does not act as an intermediary in this market.

 

As at January 31, 2024, VersaBank did not have any significant off-balance sheet arrangements other than an interest rate swap contract, loan commitments and letters of credit attributable to normal course business activities. See notes 12 and 13 to the unaudited interim consolidated financial statements for more information.

 

Related Party Transactions

 

VersaBank’s Board of Directors and senior executive officers represent key management personnel. See note 14 to the unaudited interim consolidated financial statements for additional information on related party transactions and balances.

 

VersaBank – Q1 2024 MD&A 24
 

 

Capital Management and Capital Resources

 

The table below presents VersaBank’s regulatory capital position, risk-weighted assets and regulatory capital and leverage ratios for the current and comparative periods.

 

(thousands of Canadian dollars)

                                       
   

January 31

   

October 31

           

January 31

         
   

2024

   

2023

   

Change

   

2023

   

Change

 
                                         

Common Equity Tier 1 capital

  $ 363,798     $ 350,812       4 %   $ 326,411       11 %
                                         

Total Tier 1 capital

  $ 377,445     $ 364,459       4 %   $ 340,058       11 %
                                         

Total Tier 2 capital

  $ 107,864     $ 111,546       (3 %)   $ 107,414       0 %
                                         

Total regulatory capital

  $ 485,309     $ 476,005       2 %   $ 447,472       8 %
                                         

Total risk-weighted assets

  $ 3,194,696     $ 3,095,092       3 %   $ 2,917,048       10 %

Capital ratios

                                       

CET1 capital ratio

    11.39 %     11.33 %     0 %     11.19 %     2 %

Tier 1 capital ratio

    11.81 %     11.78 %     0 %     11.66 %     1 %

Total capital ratio

    15.19 %     15.38 %     (1 %)     15.34 %     (1 %)

Leverage ratio

    8.44 %     8.30 %     2 %     9.21 %     (8 %)
                                         

 

VersaBank reports its regulatory capital ratios using the Standardized approach for calculating risk-weighted assets, as defined under Basel III, which may require VersaBank to carry more capital for certain credit exposures compared to requirements under the Advanced Internal Ratings Based (“AIRB”) methodology. As a result, regulatory capital ratios of banks that utilize the Standardized approach are not directly comparable with the large Canadian banks that employ the AIRB methodology.

 

OSFI requires that all Canadian banks must comply with the Basel III standards on an “all-in” basis for purposes of determining their risk-based capital ratios. Required minimum regulatory capital ratios are a 7.0% Common Equity Tier 1 (“CET1”) capital ratio, an 8.5% Tier 1 capital ratio and a 10.5% total capital ratio, all of which include a 2.5% capital conservation buffer.

 

The quarter-over-quarter and year-over-year trends exhibited by VersaBank’s reported regulatory capital levels, regulatory capital ratios and leverage ratio were a function primarily of retained earnings growth, the purchase and cancellation of common shares through the Bank’s NCIB, and changes to VersaBank’s risk-weighted asset balances and composition.

 

For more information regarding capital management, please see note 15 to VersaBank’s January 31, 2024, unaudited interim Consolidated Financial Statements as well as the Capital Management and Capital Resources section of VersaBank’s MD&A for the year ended October 31, 2023.

 

VersaBank – Q1 2024 MD&A 25
 

 

Liquidity

 

The unaudited Consolidated Statement of Cash Flows for the three months ended January 31, 2024, shows cash used by operations in the amount of $18.1 million compared to cash provided by operations in the amount of $34.2 million for the same period last year. The trend in the current period was a function primarily of outflows to fund loans exceeding the inflows from operations and deposits raised. The comparative period trend was a function primarily of inflows from operations and deposits raised exceeding cash outflows to fund loans. Based on factors such as liquidity requirements and opportunities for investment in loans and securities, VersaBank may manage the amount of deposits it raises and loans it funds in ways that result in the balances of these items giving rise to either negative or positive cash flow from operations. VersaBank will continue to fund its operations and meet contractual obligations as they become due using cash on hand and by closely managing its flow of deposits.

 

Interest Rate Sensitivity

 

The table below presents the duration difference between VersaBank’s assets and liabilities and the potential after-tax impact of a 100-basis point shift in interest rates on VersaBank’s earnings during a 12-month period if no remedial actions are taken. As at January 31, 2024, the duration difference between assets and liabilities was (1.6) months compared to (2.0) months as at October 31, 2023. As at January 31, 2024, VersaBank’s assets would reprice faster than its liabilities in the event of a future change in interest rates.

 

(thousands of Canadian dollars)                                
    January 31, 2024     October 31, 2023  
    Increase     Decrease     Increase     Decrease  
    100 bps     100 bps     100 bps     100 bps  
Increase (decrease):                                
Impact on projected net interest income during a 12 month period   $ 3,122     $ (3,136 )   $ 4,046     $ (4,059 )
                                 
Duration difference between assets and liabilities (months)     (1.6 )             (2.0 )        

 

Contractual Obligations

 

As at January 31, 2024, VersaBank had an outstanding contract established for asset liability management purposes to swap between fixed and floating interest rates with a notional amount totalling $20.4 million which qualified for hedge accounting. There have been no other significant changes in contractual obligations as disclosed in VersaBank’s MD&A and Audited Consolidated Financial Statements for the year ended October 31, 2023.

 

VersaBank – Q1 2024 MD&A 26
 

 

Results of Operating Segments

 

(thousands of Canadian dollars) for the three months ended

 

January 31, 2024

   

October 31, 2023

   

January 31, 2023

 
   

Digital

   

DRTC

   

Eliminations/

   

Consolidated

   

Digital

   

DRTC

   

Eliminations/

   

Consolidated

   

Digital

   

DRTC

   

Eliminations/

   

Consolidated

 
   

Banking

           

Adjustments

           

Banking

           

Adjustments

           

Banking

           

Adjustments

         

Net interest income

  $ 26,568     $ -     $ -     $ 26,568     $ 26,239     $ -     $ -     $ 26,239     $ 24,274     $ -     $ -     $ 24,274  

Non-interest income

    120       2,500       (337 )     2,283       315       3,699       (1,080 )     2,934       2       1,833       (191 )     1,644  

Total revenue

    26,688       2,500       (337 )     28,851       26,554       3,699       (1,080 )     29,173       24,276       1,833       (191 )     25,918  
                                                                                                 

Provision for (recovery of) credit losses

    (127 )     -       -       (127 )     (184 )     -       -       (184 )     385       -       -       385  
      26,815       2,500       (337 )     28,978       26,738       3,699       (1,080 )     29,357       23,891       1,833       (191 )     25,533  
                                                                                                 

Non-interest expenses:

                                                                                               

Salaries and benefits

    5,371       1,167       -       6,538       5,878       1,411       -       7,289       6,684       1,573       -       8,257  

General and administrative

    4,276       394       (337 )     4,333       4,889       354       (1,080 )     4,163       2,862       455       (191 )     3,126  

Premises and equipment

    768       385       -       1,153       617       372       -       989       623       329       -       952  
      10,415       1,946       (337 )     12,024       11,384       2,137       (1,080 )     12,441       10,169       2,357       (191 )     12,335  
                                                                                                 

Income (loss) before income taxes

    16,400       554       -       16,954       15,354       1,562       -       16,916       13,722       (524 )     -       13,198  
                                                                                                 

Income tax provision

    4,136       119       -       4,255       4,088       349       -       4,437       3,789       (8 )     -       3,781  
                                                                                                 

Net income (loss)

  $ 12,264     $ 435     $ -     $ 12,699     $ 11,266     $ 1,213     $ -     $ 12,479     $ 9,933     $ (516 )   $ -     $ 9,417  
                                                                                                 

Total assets

  $ 4,299,625     $ 26,645     $ (16,635 )   $ 4,309,635     $ 4,190,876     $ 26,443     $ (15,709 )   $ 4,201,610     $ 3,522,279     $ 23,797     $ (14,386 )   $ 3,531,690  
                                                                                                 

Total liabilities

  $ 3,914,863     $ 28,625     $ (22,887 )   $ 3,920,601     $ 3,818,412     $ 28,788     $ (22,748 )   $ 3,824,452     $ 3,174,197     $ 27,751     $ (21,435 )   $ 3,180,513  
                                                                                                 

 

Digital Banking Operations

 

Q1 2024 vs Q1 2023

 

Net income increased 23% to $12.3 million as a function primarily of higher revenue attributable to strong loan growth, a recovery of credit losses and lower non-interest expenses.

 

 

Q1 2024 vs Q4 2023

 

Net income increased 9% as a function primarily of higher revenues attributable to strong loan growth and lower non-interest expenses.

 

 

DRTC (Cybersecurity Services and Banking and Financial Technology Development)

 

Q1 2024 vs Q1 2023

 

DRTC recorded net income of $435,000 compared to a net loss of $516,000 as a function primarily of higher revenues attributable to higher gross profit from DBG, higher intercorporate cybersecurity services provided to Digital Banking and lower non-interest expenses.

 

DBG revenue increased 24% to $2.9 million as a function of higher service engagements in the current quarter while gross profit increased 31% to $2.1 million as a function primarily of higher service engagements in the current quarter.

 

VersaBank – Q1 2024 MD&A 27
 

 

Q1 2024 vs Q4 2023

 

DRTC recorded net income of $435,000 compared to net income of $1.2 million attributable primarily to lower revenues and gross profit from DBG and lower intercorporate cybersecurity services provided to Digital Banking in the current quarter, offset partially by lower interest expenses.

 

DRTC’s DBG services revenue and gross profit decreased 17% and 18%, respectively, as a function of lower service engagements in the current quarter. DBG’s gross profit amounts are included in DRTC’s consolidated revenue which is reflected in non-interest income in VersaBank’s consolidated statements of income and comprehensive income.

 

Summary of Quarterly Results

 

(thousands of Canadian dollars, except per share amounts)   2024     2023     2022  
    Q1     Q4     Q3     Q2     Q1     Q4     Q3     Q2  
                                                                 
Results of operations:                                                                
Interest income   $ 69,292     $ 66,089     $ 60,089     $ 53,595     $ 49,561     $ 42,072     $ 34,177     $ 25,848  
Yield on assets (%)     6.47 %     6.40 %     6.19 %     6.05 %     5.78 %     5.26 %     4.70 %     4.15 %
Interest expense     42,724       39,850       35,160       28,986       25,287       19,595       14,115       8,606  
Cost of funds (%)     3.99 %     3.86 %     3.62 %     3.27 %     2.95 %     2.45 %     1.94 %     1.38 %
Net interest income     26,568       26,239       24,929       24,609       24,274       22,477       20,062       17,242  
Net interest margin (%)     2.48 %     2.54 %     2.57 %     2.78 %     2.83 %     2.81 %     2.76 %     2.77 %
Net interest margin on loans (%)     2.63 %     2.69 %     2.69 %     2.99 %     3.03 %     3.03 %     3.07 %     3.11 %
Non-interest income     2,283       2,934       1,930       2,076       1,644       1,775       1,177       1,393  
Total revenue     28,851       29,173       26,859       26,685       25,918       24,252       21,239       18,635  
Provision for (recovery of) credit losses     (127 )     (184 )     171       237       385       205       166       78  
Non-interest expenses     12,024       12,441       12,879       12,726       12,335       13,774       13,216       11,767  
Efficiency ratio     42 %     43 %     48 %     48 %     48 %     57 %     62 %     63 %
Efficiency ratio - Digital Banking     40 %     45 %     43 %     43 %     42 %     51 %     57 %     58 %
Tax provision     4,255       4,437       3,806       3,459       3,781       3,844       2,137       1,847  
Net income   $ 12,699     $ 12,479     $ 10,003     $ 10,263     $ 9,417     $ 6,429     $ 5,720     $ 4,943  
Income per share                                                                
Basic   $ 0.48     $ 0.47     $ 0.38     $ 0.38     $ 0.34     $ 0.23     $ 0.20     $ 0.17  
Diluted   $ 0.48     $ 0.47     $ 0.38     $ 0.38     $ 0.34     $ 0.23     $ 0.20     $ 0.17  
Return on average common equity     13.41 %     13.58 %     11.15 %     12.07 %     10.79 %     7.32 %     6.57 %     5.92 %
Return on average total assets     1.16 %     1.19 %     1.00 %     1.13 %     1.07 %     0.77 %     0.75 %     0.75 %

 

The financial results for each of the last eight quarters are summarized above. Key drivers of VersaBank’s quarter-over-quarter performance trends for the current reporting period were:

 

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Lending asset growth attributable to strong growth in the POS Financing portfolio;

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Lower NIM attributable primarily to higher cost of funds (with higher cost of funds over the most recent 12 months due largely to higher rates on term deposits), offset partially by higher yields earned on the Bank’s lending assets which, very recently was dampened by the planned transition of some higher yielding, higher risk-weighted CRE loans to lower yielding, lower risk-weighted CRE loans as part of the Bank’s strategy to capitalize on opportunities;

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Recovery of credit losses attributable primarily changes in the forward-looking information used in the Bank’s credit risk models, higher lending balances and changes in the Bank’s lending asset mix; and,

 

VersaBank – Q1 2024 MD&A 28
 

 

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Lower non-interest expense attributable primarily to a favourable adjustment in compensation obligations, offset partially by higher salaries and benefits and higher general operating costs to support expanded business activity across the Bank.

 

 

Non-GAAP and Other Financial Measures

 

Non-GAAP and other financial measures are not standardized financial measures under the financial reporting framework used to prepare the financial statements of the Bank to which these measures relate. These measures may not be comparable to similar financial measures disclosed by other issuers. The Bank uses these financial measures to assess its performance and as such believes these financial measures are useful in providing readers with a better understanding of how management assesses the Bank’s performance.

 

Non-GAAP Measures

 

Return on Average Common Equity is defined as annualized net income less amounts relating to preferred share dividends, divided by average common shareholders’ equity which is average shareholders’ equity less amounts relating to preferred shares recorded in equity.

 

   

January 31

   

October 31

   

January 31

 

(thousands of Canadian dollars)

 

2024

   

2023

   

2023

 

Return on average common equity

                       

Net income

  $ 12,699     $ 12,479     $ 9,417  

Preferred share dividends

    (247 )     (247 )     (247 )

Adjusted net income

    12,452       12,232       9,170  

Annualized adjusted net income

    49,537       48,527       36,381  

Average common equity

  $ 369,450     $ 357,454     $ 337,280  

Return on average common equity

    13.41 %     13.58 %     10.79 %

 

Book Value per Common Share is defined as Shareholders’ Equity less amounts relating to preferred shares recorded in equity, divided by the number of common shares outstanding.

 

   

January 31

   

October 31

   

January 31

 

(thousands of Canadian dollars)

 

2024

   

2023

   

2023

 

Book value per common share

                       

Common equity

  $ 375,387     $ 363,511     $ 337,530  

Shares outstanding

    25,964,424       25,964,424       26,423,486  

Book value per common share

  $ 14.46     $ 14.00     $ 12.77  

 

VersaBank – Q1 2024 MD&A 29
 

 

Return on Average Total Assets is defined as annualized net income less amounts relating to preferred share dividends, divided by average total assets.

 

   

January 31

   

October 31

   

January 31

 

(thousands of Canadian dollars)

 

2024

   

2023

   

2023

 

Return on average total assets

                       

Net income

  $ 12,699     $ 12,479     $ 9,417  

Preferred share dividends

    (247 )     (247 )     (247 )

Adjusted net income

    12,452       12,232       9,170  

Annualized adjusted net income

    49,537       48,527       36,381  

Average Assets

  $ 4,255,623     $ 4,091,228     $ 3,398,844  

Return on average total assets

    1.16 %     1.19 %     1.07 %

 

Other Financial Measures

 

Yield is calculated as interest income (as presented in the Consolidated Statements of Comprehensive Income) divided by average total assets. Yield does not have a standardized meaning prescribed by IFRS and, therefore, may not be comparable to similar measures presented by other financial institutions.

 

Cost of Funds is calculated as interest expense (as presented in the Consolidated Statements of Comprehensive Income) divided by average total assets. Cost of funds does not have a standardized meaning prescribed by IFRS and, therefore, may not be comparable to similar measures presented by other financial institutions.

 

Net Interest Margin or Spread are calculated as net interest income divided by average total assets. Net interest margin or spread does not have a standardized meaning prescribed by IFRS and, therefore, may not be comparable to similar measures presented by other financial institutions.

 

Net Interest Margin on Loans is calculated as net interest income adjusted for the impact of cash. securities and other assets, divided by average gross loans. This metric does not have a standardized meaning prescribed by IFRS and, therefore, may not be comparable to similar measures presented by other financial institutions.

 

Efficiency Ratio is calculated as non-interest expenses from consolidated operations as a percentage of total revenue (as presented in the interim Consolidated Statements of Comprehensive Income). This ratio does not have a standardized meaning prescribed by IFRS and, therefore, may not be comparable to similar measures presented by other financial institutions.

 

Efficiency Ratio Digital Banking is calculated as non-interest expenses from the Digital Banking operations as a percentage of total revenue from the Digital Banking operations. This ratio does not have a standardized meaning prescribed by IFRS and, therefore, may not be comparable to similar measures presented by other financial institutions.

 

VersaBank – Q1 2024 MD&A 30
 

 

Provision for (Recovery of) Credit Losses as a Percentage of Average Total Loans captures the provision for (recovery of) credit losses (as presented in the interim Consolidated Statements of Comprehensive Income) as a percentage of VersaBank’s average loans, net of allowance for credit losses. This percentage does not have a standardized meaning prescribed by IFRS and, therefore, may not be comparable to similar measures presented by other financial institutions.

 

Basel III Common Equity Tier 1, Tier 1, Total Capital Adequacy and Leverage Ratios are determined in accordance with guidelines issued by the Office of the Superintendent of Financial Institutions (Canada) (OSFI).

 

Significant Accounting Policies and Use of Estimates and Judgements

 

Significant accounting policies and use of estimates and judgements are detailed in note 2 and note 3 of VersaBank’s 2023 Audited Consolidated Financial Statements. There have been no material changes in accounting policies since October 31, 2023.

 

Controls and Procedures

 

During the quarter ended January 31, 2024, there were no changes in VersaBank’s internal controls over financial reporting, that have materially affected, or are reasonably likely to materially affect VersaBank’s internal controls over financial reporting.

 

VersaBank – Q1 2024 MD&A 31
 
 

Exhibit 99.3

 

pic1.jpg

 

For Immediate Release: March 6, 2024

Attention: Business Editors

 

VERSABANK REPORTS RESULTS FOR FIRST QUARTER FISCAL 2024: CONTINUED ROBUST GROWTH IN POINT-OF-SALE RECEIVABLE PURCHASE PROGRAM DRIVES 41% YEAR-OVER-YEAR INCREASE IN EPS TO ANOTHER NEW RECORD1

 

All amounts are unaudited and in Canadian dollars and are based on financial statements prepared in compliance with International Accounting Standard 34 Interim Financial Reporting, unless otherwise noted. Our first quarter 2024 (“Q1 2024”) unaudited Interim Consolidated Financial Statements for the period ended January 31, 2024 and Management’s Discussion and Analysis ("MD&A"), are available online at www.versabank.com/investor-relations, SEDAR at www.sedarplus.ca and EDGAR at www.sec.gov/edgar. Supplementary Financial Information will also be available on our website at www.versabank.com/investor-relations.

 

LONDON, ON/CNW – VersaBank (“VersaBank” or the “Bank”) (TSX: VBNK; NASDAQ: VBNK), a North American leader in business-to-business digital banking, as well as technology solutions for cybersecurity, today reported its results for the first quarter of fiscal 2024 ended January 31, 2024. All figures are in Canadian dollars unless otherwise stated.

 

CONSOLIDATED AND SEGMENTED FINANCIAL SUMMARY

 

(unaudited)

 

As at or for the three months ended

 
   

January 31

   

October 31

           

January 31

         

(thousands of Canadian dollars except per share amounts)

2024

   

2023

   

Change

   

2023

   

Change

 

Financial results

                                       

Total revenue

  $ 28,851     $ 29,173       (1% )   $ 25,918       11 %

Cost of funds*

    3.99 %     3.86 %     3 %     2.95 %     35 %

Net interest margin*

    2.48 %     2.54 %     (2% )     2.83 %     (12% )

Net interest margin on loans*

    2.63 %     2.69 %     (2% )     3.03 %     (13% )

Return on average common equity*

    13.41 %     13.58 %     (1% )     10.79 %     24 %

Net income

    12,699       12,479       2 %     9,417       35 %

Net income per common share basic and diluted

    0.48       0.47       2 %     0.34       41 %

Balance sheet and capital ratios

                                       

Total assets

  $ 4,309,635     $ 4,201,610       3 %   $ 3,531,690       22 %

Book value per common share*

    14.46       14.00       3 %     12.77       13 %

Common Equity Tier 1 (CET1) capital ratio

    11.39 %     11.33 %     1 %     11.19 %     2 %

Total capital ratio

    15.19 %     15.38 %     (1% )     15.34 %     (1% )

Leverage ratio

    8.44 %     8.30 %     2 %     9.21 %     (8% )
                                         

* See definitions under ‘Non-GAAP and Other Financial Measures' in the Q1 2024 Management’s Discussion and Analysis.

 

(1) In the first quarter of 2017 the Bank recognized an $8.8 million deferred tax asset derived from the tax loss carryforwards assumed pursuant to the amalgamation of VersaBank with PWC Capital Inc.  Quarterly net income for January 31, 2017, excluding the $8.8 million deferred tax asset was $3.1 million, or $0.12/share.

 

1

 

(thousands of Canadian dollars)

                                                                 

for the three months ended

 

January 31, 2024

   

October 31, 2023

   

January 31, 2023

 
   

Digital

   

DRTC

   

Eliminations/

   

Consolidated

   

Digital

   

DRTC

   

Eliminations/

   

Consolidated

   

Digital

   

DRTC

   

Eliminations/

   

Consolidated

 
   

Banking

           

Adjustments

           

Banking

           

Adjustments

           

Banking

           

Adjustments

         

Net interest income

  $ 26,568     $ -     $ -     $ 26,568     $ 26,239     $ -     $ -     $ 26,239     $ 24,274     $ -     $ -     $ 24,274  

Non-interest income

    120       2,500       (337 )     2,283       315       3,699       (1,080 )     2,934       2       1,833       (191 )     1,644  

Total revenue

    26,688       2,500       (337 )     28,851       26,554       3,699       (1,080 )     29,173       24,276       1,833       (191 )     25,918  
                                                                                                 

Provision for (recovery of) credit losses

    (127 )     -       -       (127 )     (184 )     -       -       (184 )     385       -       -       385  
      26,815       2,500       (337 )     28,978       26,738       3,699       (1,080 )     29,357       23,891       1,833       (191 )     25,533  
                                                                                                 

Non-interest expenses:

                                                                                               

Salaries and benefits

    5,371       1,167       -       6,538       5,878       1,411       -       7,289       6,684       1,573       -       8,257  

General and administrative

    4,276       394       (337 )     4,333       4,889       354       (1,080 )     4,163       2,862       455       (191 )     3,126  

Premises and equipment

    768       385       -       1,153       617       372       -       989       623       329       -       952  
      10,415       1,946       (337 )     12,024       11,384       2,137       (1,080 )     12,441       10,169       2,357       (191 )     12,335  
                                                                                                 

Income (loss) before income taxes

    16,400       554       -       16,954       15,354       1,562       -       16,916       13,722       (524 )     -       13,198  
                                                                                                 

Income tax provision

    4,136       119       -       4,255       4,088       349       -       4,437       3,789       (8 )     -       3,781  
                                                                                                 

Net income (loss)

  $ 12,264     $ 435     $ -     $ 12,699     $ 11,266     $ 1,213     $ -     $ 12,479     $ 9,933     $ (516 )   $ -     $ 9,417  
                                                                                                 

Total assets

  $ 4,299,625     $ 26,645     $ (16,635 )   $ 4,309,635     $ 4,190,876     $ 26,443     $ (15,709 )   $ 4,201,610     $ 3,522,279     $ 23,797     $ (14,386 )   $ 3,531,690  
                                                                                                 

Total liabilities

  $ 3,914,863     $ 28,625     $ (22,887 )   $ 3,920,601     $ 3,818,412     $ 28,788     $ (22,748 )   $ 3,824,452     $ 3,174,197     $ 27,751     $ (21,435 )   $ 3,180,513  

 

MANAGEMENT COMMENTARY

 

“The first quarter of fiscal 2024 was highlighted by continued robust growth in our Point-of-Sale Receivable Purchase Program portfolio, which expanded 28% year-over-year and 7% sequentially, and, in turn, drove total assets to another record high of $4.3 billion,” said David Taylor, President and Chief Executive Officer, VersaBank.  “The Bank continued to benefit from the significant operating leverage in our unique and efficient business-to-business digital banking model, with an 11% year-over-year increase in revenue generating a 35% year-over-year increase in net income to another quarterly record1.”

 

“As per our stated objective to maximize long-term profitability and return on common equity, during the first quarter the Bank began its planned strategic transition from higher yielding, higher risk-weighted loans to lower yielding, lower risk-weighted (CMHC) loans in its non-core CRE portfolio as we pursue new CRE opportunities. While this had a slight dampening effect on first quarter results, we expect that this strategic adjustment will enhance ROE and contribute to stronger growth in subsequent quarters throughout the year.”

 

“2024 is unfolding slightly ahead of expectations for our Point-of-Sale Receivable Purchase Program, providing continued confidence in our ability to surpass our next total asset milestone of $5 billion during the 2024 fiscal year.  Notably, this is before any potential contribution from the broad launch of the RPP in the US should we receive favourable regulatory approval for our proposed US bank acquisition. As our loan book continues to grow, we will increasingly benefit from the operating leverage in our unique and efficient, business-to-business digital banking model, driving further outsized increases in profitability and return on common equity.”

 

2

 

HIGHLIGHTS FOR THE FIRST QUARTER OF FISCAL 2024

 

Consolidated

 

 

●

Total assets increased 22% year-over-year and 3% sequentially to a record $4.3 billion, with the increase driven primarily by 7% growth in Digital Banking Operations’ Point of Sale Receivable Purchase Program (POS/RPP) portfolio. The quarter-over-quarter increase was dampened by a transitory contraction in the non-core Commercial Real Estate (CRE) portfolio under the Bank’s strategy to transition a portion of its CRE portfolio to higher return, lower risk lending opportunities;

 

●

Consolidated total revenue increased 11% year-over-year and decreased 1% sequentially to $28.9 million. The year-over-year and sequential trends reflect higher net interest from income from the Digital Banking Operations due primarily to continued strong loan growth, with the sequential trend reflecting lower contribution from DRT Cyber Inc. (“DRTC”) due to lower seasonal sales volume;

 

●

Consolidated net income increased 35% year-over-year and 2% sequentially to $12.7 million. The year-over-year and quarter-over-quarter increases were primarily due to higher revenue, which was driven primarily by strong loan growth (23%) from the Digital Banking Operations, as well as a higher contribution from DRTC and lower non-interest expenses. The sequential increase was dampened slightly by the transitory contraction in the non-core CRE portfolio under the Bank’s strategy to transition a portion of its CRE portfolio to higher return, lower risk lending opportunities;

 

●

Consolidated earnings per share increased 41% year-over-year and 2% sequentially to $0.48, with the year-over-year increase benefitting from the impact of a lower number of common shares outstanding from the purchase and cancellation of common shares under the Bank’s Normal Course Issuer Bid (“NCIB”) over the course of fiscal 2023;

 

●

Return on common equity increased to 13.41% from 10.79% year-over-year and decreased 1% from 13.58% sequentially; and,

 

●

The Bank continues to advance the process seeking approval of its proposed acquisition of OCC-chartered US bank, Stearns Bank Holdingford N.A., and expects a decision from US regulators during the second calendar quarter of 2024. If favourable, the Bank will proceed toward completion of the acquisition as soon as possible, subject to Canadian regulatory (OSFI) approval.

 

Digital Banking Operations

 

 

●

Loans increased 23% year-over-year and 3% sequentially to a record $3.98 billion, driven primarily by continued robust growth in the Bank’s POS/RPP portfolio, which increased 28% year-over-year and 7% sequentially. The sequential increase was dampened slightly by a transitory contraction in the non-core Commercial Real Estate (CRE) portfolio under the Bank’s strategy to transition a portion of its CRE portfolio to higher return, lower risk lending opportunities;

 

●

Total revenue increased 10% year-over-year and increased 1% sequentially to $26.7 million, driven primarily by higher net interest income attributable substantially to loan growth;

 

●

Net interest margin on loans decreased 40 bps, or 13%, year-over-year and 6 bps, or 2%, sequentially at 2.63%. The decreases were due primarily to the strong growth of the POS Financing portfolio (which is composed of lower-risk weighted, lower yielding but higher Return on Common Equity (“ROCE”) assets than the CRE portfolio, the impact of the planned transition of some higher yielding, higher risk-weighted CRE loans to lower yielding, lower risk-weighted CRE loans as part of the Bank’s strategy to capitalize on opportunities for lower-risk loans with a higher return on capital deployed, as well as higher rates on term deposits experienced during the quarter. This was offset partially by higher yields earned on the Bank’s lending assets;

 

●

Net interest margin decreased 35 bps, or 12%, year-over-year and decreased 6 bps, or 2%, sequentially to 2.48%;

 

●

Provision for credit losses as a percentage of average loans remained negligible at -0.01%, compared with a 12-quarter average of 0.00%, which remains among the lowest of the publicly traded Canadian Schedule I (federally licensed) Banks; and,

 

●

Efficiency ratio (excluding DRTC) improved both year-over-year and sequentially to 40% from 42% and 45%, respectively.

 

DRTC’s Cybersecurity Services Operations (Digital Boundary Group)

 

 

●

Revenue for the Cybersecurity Services component of DRTC (Digital Boundary Group, or DBG) increased 24% year-over-year to $2.9 million, driven by higher service engagements, while gross profit increased 31% to $2.1 million due to improved operational efficiency. Sequentially, revenue and gross profit for DBG decreased 17% and 18%, respectively, due primarily to seasonally lower service engagements. DBG’s gross profit amounts are included in DRTC’s consolidated revenue which is reflected in non-interest income in VersaBank’s consolidated statements of income and comprehensive income. DBG remained profitable on a standalone basis within DRTC.

 

3

 

FINANCIAL SUMMARY

 

(unaudited)

 

For the three months ended

 
   

January 31

   

October 31

   

January 31

 

(thousands of Canadian dollars except per share amounts)

 

2024

   

2023

   

2023

 

Results of operations

                       

Interest income

  $ 69,292     $ 66,089     $ 49,561  

Net interest income

    26,568       26,239       24,274  

Non-interest income

    2,283       2,934       1,644  

Total revenue

    28,851       29,173       25,918  

Provision (recovery) for credit losses

    (127 )     (184 )     385  

Non-interest expenses

    12,024       12,441       12,335  

Digital Banking

    10,415       11,384       10,169  

DRTC

    1,946       2,137       2,357  

Net income

    12,699       12,479       9,417  

Income per common share:

                       

Basic

  $ 0.48     $ 0.47     $ 0.34  

Diluted

  $ 0.48     $ 0.47     $ 0.34  

Dividends paid on preferred shares

  $ 247     $ 247     $ 247  

Dividends paid on common shares

  $ 650     $ 650     $ 663  

Yield*

    6.47 %     6.40 %     5.78 %

Cost of funds*

    3.99 %     3.86 %     2.95 %

Net interest margin*

    2.48 %     2.54 %     2.83 %

Net interest margin on loans*

    2.63 %     2.69 %     3.03 %

Return on average common equity*

    13.41 %     13.58 %     10.79 %

Book value per common share*

  $ 14.46     $ 14.00     $ 12.77  

Efficiency ratio*

    42 %     43 %     48 %

Efficiency ratio - Digital banking*

    40 %     45 %     42 %

Return on average total assets*

    1.16 %     1.19 %     1.07 %

Provision (recovery) for credit losses as a % of average loans*

    (0.01% )     (0.02% )     0.05 %
   

As at

 

Balance Sheet Summary

                       

Cash

  $ 127,509     $ 132,242     $ 201,372  

Securities

    133,005       167,940       49,847  

Loans, net of allowance for credit losses

    3,984,281       3,850,404       3,235,083  

Average loans

    3,917,343       3,756,038       3,113,881  

Total assets

    4,309,635       4,201,610       3,531,690  

Deposits

    3,638,656       3,533,366       2,925,452  

Subordinated notes payable

    103,355       106,850       102,765  

Shareholders' equity

    389,034       377,158       351,177  

Capital ratios**

                       

Risk-weighted assets

  $ 3,194,696     $ 3,095,092     $ 2,917,048  

Common Equity Tier 1 capital

    363,798       350,812       326,411  

Total regulatory capital

    485,309       476,005       447,472  

Common Equity Tier 1 (CET1) capital ratio

    11.39 %     11.33 %     11.19 %

Tier 1 capital ratio

    11.81 %     11.78 %     11.66 %

Total capital ratio

    15.19 %     15.38 %     15.34 %

Leverage ratio

    8.44 %     8.30 %     9.21 %

* See definition under 'Non-GAAP and Other Financial Measures' in the Q1 2024 Management's Discussion and Analysis.  

** Capital management and leverage measures are in accordance with OSFI's Capital Adequacy Requirements and Basel III Accord.

 

4

 

 

This news release is intended to be read in conjunction with the Bank’s Consolidated Financial Statements and Management’s Discussion & Analysis (MD&A) for the three months ended January 31, 2024, which will be filed on SEDAR (www.sedarplus.ca) and will be available at www.versabank.com.

 

About VersaBank

 

VersaBank is a Canadian Schedule I chartered (federally licensed) bank with a difference. VersaBank became the world’s first fully digital financial institution when it adopted its highly efficient business-to-business model in 1993 using its proprietary state-of-the-art financial technology to profitably address underserved segments of the Canadian banking market in the pursuit of superior net interest margins while mitigating risk. VersaBank obtains all of its deposits and provides the majority of its loans and leases electronically, with innovative deposit and lending solutions for financial intermediaries that allow them to excel in their core businesses. In addition, leveraging its internally developed IT security software and capabilities, VersaBank established wholly owned, Washington, DC-based subsidiary, DRT Cyber Inc. to pursue significant large-market opportunities in cyber security and develop innovative solutions to address the rapidly growing volume of cyber threats challenging financial institutions, corporations of all sizes and government entities on a daily basis.

 

VersaBank’s Common Shares trade on the Toronto Stock Exchange (“TSX”) and Nasdaq under the symbol VBNK. Its Series 1 Preferred Shares trade on the TSX under the symbol VBNK.PR.A.

 

Forward-Looking Statements

 

VersaBank’s public communications often include written or oral forward-looking statements. Statements of this type are included in this document and may be included in other filings and with Canadian securities regulators or the US Securities and Exchange Commission, or in other communications. All such statements are made pursuant to the “safe harbor” provisions of, and are intended to be forward-looking statements under, the United States Private Securities Litigation Reform Act of 1995 and any applicable Canadian securities legislation. The statements in this management’s discussion and analysis that relate to the future are forward-looking statements. By their very nature, forward-looking statements involve inherent risks and uncertainties, both general and specific, many of which are out of VersaBank’s control. Risks exist that predictions, forecasts, projections and other forward-looking statements will not be achieved. Readers are cautioned not to place undue reliance on these forward-looking statements as a number of important factors could cause actual results to differ materially from the plans, objectives, expectations, estimates and intentions expressed in such forward-looking statements. These factors include, but are not limited to, the strength of the Canadian and US economy in general and the strength of the local economies within Canada and the US in which VersaBank conducts operations; the effects of changes in monetary and fiscal policy, including changes in interest rate policies of the Bank of Canada and the US Federal Reserve; global commodity prices; the effects of competition in the markets in which VersaBank operates; inflation; capital market fluctuations; the timely development and introduction of new products in receptive markets; the impact of changes in the laws and regulations pertaining to financial services; changes in tax laws; technological changes; unexpected judicial or regulatory proceedings; unexpected changes in consumer spending and savings habits; the impact of wars or conflicts and the impact of both on global supply chains and markets; the impact of outbreaks of disease or illness that affect local, national or international economies; the possible effects on our business of terrorist activities; natural disasters and disruptions to public infrastructure, such as transportation, communications, power or water supply; and VersaBank’s anticipation of and success in managing the risks implicated by the foregoing. For a detailed discussion of certain key factors that may affect VersaBank’s future results, please see VersaBank’s annual MD&A for the year ended October 31, 2023.

 

The foregoing list of important factors is not exhaustive. When relying on forward-looking statements to make decisions, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. The forward-looking information contained in the management’s discussion and analysis is presented to assist VersaBank shareholders and others in understanding VersaBank’s financial position and may not be appropriate for any other purposes. Except as required by securities law, VersaBank does not undertake to update any forward-looking statement that is contained in this management’s discussion and analysis or made from time to time by VersaBank or on its behalf.

 

5

 

Conference Call

 

VersaBank will be hosting a conference call and webcast today, Wednesday, March 6, 2024, at 9:00 a.m. (ET) to discuss its first quarter results, featuring a presentation by David Taylor, President & CEO, and other VersaBank executives, followed by a question and answer period.

 

Dial-in Details

 

Toll-free dial-in number: 1 (888) 664-6392 (Canada/US)
Local dial-in number: (416) 764-8659

 

Please call between 8:45 a.m. and 8:55 a.m. (ET).

 

To join the conference call by telephone without operator assistance, you may register and enter your phone number in advance at https://emportal.ink/48fCFAo to receive an instant automated call back.

 

Webcast Access: For those preferring to listen to the conference call via the Internet, a webcast of Mr. Taylor’s presentation will be available via the internet, accessible here https://app.webinar.net/YPAdVJ2VnBl or from the Bank’s web site.

 

Instant Replay

 

Toll-free dial-in number:  1 (888) 390-0541 (Canada/US)
Local dial-in number: (416) 764-8677
Passcode: 659787#
Expiry Date: April 6th, 2024, at 11:59 p.m. (ET)

 

The archived webcast presentation will also be available via the Internet for 90 days following the live event at https://app.webinar.net/YPAdVJ2VnBl and on the Bank’s website.

 

FOR FURTHER INFORMATION, PLEASE CONTACT:

 

LodeRock Advisors

Lawrence Chamberlain

(416) 519-4196

lawrence.chamberlain@loderockadvisors.com

 

Visit our website at: www.versabank.com

 

Follow VersaBank on Facebook, Instagram, LinkedIn and X (formerly Twitter)

 

6

Exhibit 99.4

 

 

ex_633335img001.jpg

 

 

For Immediate Release: March 6, 2024

Attention: Business Editors

 

VERSABANK DECLARES DIVIDENDS

 

LONDON, ON/CNW - VersaBank (the “Bank”) (TSX: VBNK; NASDAQ: VBNK) today announced that cash dividends in the amount of CAD $0.025 per Common Share of the Bank and CAD $0.1693 per Series 1 Preferred Share of the Bank, have been declared for the quarter ending April 30, 2024, payable as of April 30, 2024, to shareholders of record at the close of business on April 5, 2024.

 

The dividends to which this notice relates are eligible dividends for tax purposes.

 

About VersaBank

 

VersaBank is a Canadian Schedule I chartered (federally licensed) bank with a difference. VersaBank became the world’s first fully digital financial institution when it adopted its highly efficient business-to-business model in 1993 using its proprietary state-of-the-art financial technology to profitably address underserved segments of the Canadian banking market in the pursuit of superior net interest margins while mitigating risk. VersaBank obtains all of its deposits and provides the majority of its loans and leases electronically, with innovative deposit and lending solutions for financial intermediaries that allow them to excel in their core businesses. In addition, leveraging its internally developed IT security software and capabilities, VersaBank established wholly owned, Washington, DC-based subsidiary, DRT Cyber Inc. to safeguard its digital infrastructure and to pursue significant large-market opportunities in cyber security and develop innovative solutions to address the rapidly growing volume of cyber threats challenging financial institutions, multi-national corporations and government entities on a daily basis.

 

VersaBank’s Common Shares trade on the Toronto Stock Exchange (“TSX”) and Nasdaq under the symbol VBNK. Its Series 1 Preferred Shares trade on the TSX under the symbol VBNK.PR.A.

 

FOR FURTHER INFORMATION, PLEASE CONTACT:

 

LodeRock Advisors

Lawrence Chamberlain

(416) 519-4196

lawrence.chamberlain@loderockadvisors.com

 

Visit our website at: www.versabank.com

 

Follow VersaBank on Facebook, Instagram, LinkedIn and X (formerly Twitter)

 

 

 

Exhibit 99.5

 

ex_633336img001.jpg

 

 

FORM 52-109F2

CERTIFICATION OF INTERIM FILINGS

FULL CERTIFICATE

 

 

 

I, David R. Taylor, President & Chief Executive Officer of VersaBank, certify the following:

 

1.

Review:  I have reviewed the interim financial statements and interim MD&A (together, the “interim filings”) of VersaBank (the “issuer”) for the interim period ended January 31, 2024.

 

2.

No misrepresentations:  Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

 

3.

Fair presentation:  Based on my knowledge, having exercised reasonable diligence, the interim financial statements together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

 

4.

Responsibility:  The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.

 

5.

Design:  Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings

 

 

(a)

designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

 

 

(i)

material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

 

 

(ii)

information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

 

 

(b)

designed ICFR, or caused it 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 the issuer’s GAAP.

 

5.1

Control framework:  The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is Internal Control – Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission.

 

 

 

5.2

N/A

 

5.3

N/A

 

6.

Reporting changes in ICFR:  The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on November 1, 2023 and ended on January 31, 2024 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

 

Date:

March 6, 2024

 

“David R. Taylor”

 


David R. Taylor

President &

Chief Executive Officer

 

 

Exhibit 99.6

 

ex_633337img001.jpg

 

 

FORM 52-109F2

CERTIFICATION OF INTERIM FILINGS

FULL CERTIFICATE

 

 

 

I, John Asma, Chief Financial Officer of VersaBank, certify the following:

 

1.

Review:  I have reviewed the interim financial statements and interim MD&A (together, the “interim filings”) of VersaBank (the “issuer”) for the interim period ended January 31, 2024.

 

2.

No misrepresentations:  Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

 

3.

Fair presentation:  Based on my knowledge, having exercised reasonable diligence, the interim financial statements together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

 

4.

Responsibility:  The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.

 

5.

Design:  Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings

 

 

(a)

designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

 

 

(i)

material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

 

 

(ii)

information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

 

 

(b)

designed ICFR, or caused it 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 the issuer’s GAAP.

 

5.1

Control framework:  The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is Internal Control – Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission.

 

 

 

5.2

N/A

 

5.3

N/A

 

6.

Reporting changes in ICFR:  The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on November 1, 2023 and ended on January 31, 2024 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

 

Date:

March 6, 2024

 

 

“John Asma”

 


John Asma

Chief Financial Officer