VBNK VersaBank

 

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 December, 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 x

 

 

 

On December 9, 2024, VersaBank issued a press release regarding fourth quarter and year end 2024 results and a press release regarding dividends. Copies of the press releases, as well as executed Form 52-109F1 certificates of annual filings by VersaBank’s CEO and CFO, are attached hereto as Exhibit 99.1, Exhibit 99.2, Exhibit 99.3 and Exhibit 99.4.

 

The information in this Form 6-K (including the exhibits) 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: December 9, 2024	By:	/s/ Brent T. Hodge
		Name:	Brent T. Hodge
		Title:	SVP, General Counsel & Corporate Secretary

 

 

 

EXHIBIT INDEX

 

Exhibit No.		Description
99.1		Press Release dated December 9, 2024 titled “VersaBank Fourth Quarter and Fiscal 2024 Results Continue to Demonstrate Strength of Business Model as Bank Launches Proven RPP Solution in US Market”
99.2		Press Release dated December 9, 2024 titled “VersaBank Declares Dividends”
99.3		VersaBank – Form 52-109F1 Certification of Annual Filings by CEO (pursuant to Canadian regulations)
99.4		VersaBank – Form 52-109F1 Certification of Annual Filings by CFO (pursuant to Canadian regulations)

 

 

 

 

 

 

Exhibit 99.1

 

 

For Immediate Release: December 9, 2024

Attention: Business Editors

 

VERSABANK FOURTH QUARTER AND FISCAL 2024 RESULTS CONTINUE TO DEMONSTRATE STRENGTH OF BUSINESS MODEL AS BANK LAUNCHES PROVEN RPP SOLUTION IN US MARKET

 

VersaBank’s 2024 annual audited Consolidated Financial Statements and Management’s Discussion and Analysis (“MD&A”) will be available today online at www.versabank.com/investor-relations, SEDAR+ at www.sedarplus.ca and EDGAR at www.sec.gov/edgar.shtml. Supplementary Financial Information will also be available on our website at www.versabank.com/investor-relations. All amounts are in Canadian dollars unless otherwise noted. All interim financial information within this earnings release is unaudited and based on interim Consolidated Financial Statements prepared in compliance with International Accounting Standard 34 Interim Financial Reporting, unless otherwise noted. All annual financial information herein was derived from VersaBank’s 2024 annual audited Consolidated Financial Statements and MD&A.

 

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 fourth quarter and fiscal year ended October 31, 2024. All figures are in Canadian dollars unless otherwise stated.

 

closing of the acquisition of stearns bank holdingford N.A.

 

In June 2024, the Bank obtained approval from the US Office of the Comptroller of the Currency (the "OCC"), US Federal Reserve, and OSFI (Canada) to acquire Stearns Bank Holdingford N.A. (“SBH”), a privately held, national, wholly-owned subsidiary of Stearns Financial Services Inc. ("SFSI") based in St. Cloud, Minnesota. On August 30, 2024, the Bank, through its wholly-owned US subsidiary VersaHoldings US Corp., completed the acquisition, acquiring 100% of the outstanding shares of SBH for cash consideration of approximately US$14.1 million (CA$19.0 million), subject to closing related adjustments. Based in Minnesota, SBH is a fully operational, OCC-chartered, national bank, focused on small business lending. Upon closing, SBH was renamed VersaBank USA N.A. (“VersaBank USA”).

 

Several factors predominantly associated with preparation for and completion of the closing of the acquisition of SBH dampened VersaBank’s fourth quarter and fiscal 2024 financial results:

·

Primarily one-time impact associated with the U.S. acquisition that totaled $3.3 million and $3.7 million for the fourth quarter and full fiscal year 2024, respectively;

·

A one-time expense of a deferred tax asset of $1.6 million due to a change in tax base of the acquired assets of VersaBank USA, impacting both the fourth quarter and full fiscal year 2024;

·

In preparation to fund the capital requirements of VersaBank USA following closing of the SBH acquisition, VersaBank maintained higher than typical cash balances. The higher than typical cash balances exacerbated the impact of the temporary dampening of net interest margin that usually occurs when interest rates decline (as was the case in Canada), the result of the lag in the adjustment of the Bank’s term deposit rates. In addition, on August 30, 2024, the Canadian Digital Banking operations provided the U.S. Digital Banking operations with US$90 million in capital, which temporarily dampened net interest margin. These dampened revenue by approximately $0.7 million and $1.2 million for the fourth quarter and full fiscal year 2024, respectively.

 

Combined, these amounts totaled approximately $5.6 million and $6.5 million before tax adjustments for the fourth quarter and full fiscal year, respectively, and had an after-tax impact on net income of $4.5 million, or $0.18 per share, for the fourth quarter, and $5.2 million, or $0.20 per share, for the full fiscal year.

 

Consolidated and Segmented Financial Summary

 

(unaudited)		As at or for the three months ended																				As at or for the year ended
		October 31				July 31								October 31								October 31				October 31
(thousands of Canadian dollars except per share amounts)		2024				2024				Change				2023				Change				2024				2023				Change
Financial results
Total revenue		$	27,285			$	26,996				1	%		$	29,173				(6	%)		$	111,633			$	108,635				3	%
Cost of funds*			4.11	%			4.17	%			(1	%)			3.86	%			6	%			4.04	%			3.46	%			17	%
Net interest margin*			2.12	%			2.23	%			(5	%)			2.54	%			(17	%)			2.27	%			2.68	%			(15	%)
Net interest margin on loans*			2.34	%			2.41	%			(3	%)			2.69	%			(13	%)			2.52	%			2.85	%			(12	%)
Return on average common equity*			5.28	%			9.63	%			(45	%)			13.58	%			(61	%)			10.16	%			11.75	%			(14	%)
Net income			5,516				9,705				(43	%)			12,479				(56	%)			39,748				42,162				(6	%)
Net income per common share basic and diluted			0.20				0.36				(44	%)			0.47				(57	%)			1.49				1.57				(5	%)
Balance sheet and capital ratios**
Total assets		$	4,838,484			$	4,516,436				7	%		$	4,201,610				15	%		$	4,838,484			$	4,201,610				15	%
Book value per common share*			15.35				15.23				1	%			14.00				10	%			15.35				14.00				10	%
Common Equity Tier 1 (CET1) capital ratio			11.24	%			11.75	%			(4	%)			11.33	%			(1	%)			11.24	%			11.33	%			(1	%)
Total capital ratio			14.48	%			15.40	%			(6	%)			15.38	%			(6	%)			14.48	%			15.38	%			(6	%)
Leverage ratio			7.38	%			8.54	%			(14	%)			8.30	%			(11	%)			7.38	%			8.30	%			(11	%)

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

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

 

(thousands of Canadian dollars)
for the three months ended		October 31, 2024																				July 31, 2024																October 31, 2023
		Digital Banking				Digital Banking				DRTC				Eliminations/				Consolidated				Digital Banking				DRTC				Eliminations/				Consolidated				Digital Banking				DRTC				Eliminations/				Consolidated
		Canada				USA								Adjustments								Canada								Adjustments								Canada								Adjustments
Net interest income		$	23,509			$	1,392			$	-			$	-			$	24,901			$	24,944			$	-			$	-			$	24,944			$	26,239			$	-			$	-			$	26,239
Non-interest income			141				1				2,583				(341	)			2,384				175				2,219				(342	)			2,052				315				3,699				(1,080	)			2,934
Total revenue			23,650				1,393				2,583				(341	)			27,285				25,119				2,219				(342	)			26,996				26,554				3,699				(1,080	)			29,173
Provision for (recovery of) credit losses			(22	)			(134	)			-				-				(156	)			(1	)			-				-				(1	)			(184	)			-				-				(184	)
			23,672				1,527				2,583				(341	)			27,441				25,120				2,219				(342	)			26,997				26,738				3,699				(1,080	)			29,357
Non-interest expenses:
Salaries and benefits			9,483				437				1,410				-				11,330				5,945				1,562				-				7,507				5,878				1,411				-				7,289
General and administrative			5,874				365				548				(341	)			6,446				4,729				446				(342	)			4,833				4,889				354				(1,080	)			4,163
Premises and equipment			855				105				629				-				1,589				824				370				-				1,194				617				372				-				989
			16,212				907				2,587				(341	)			19,365				11,498				2,378				(342	)			13,534				11,384				2,137				(1,080	)			12,441
Income (loss) before income taxes			7,460				620				(4	)			-				8,076				13,622				(159	)			-				13,463				15,354				1,562				-				16,916
Income tax provision			2,429				155				(24	)			-				2,560				3,811				(53	)			-				3,758				4,088				349				-				4,437
Net income (loss)		$	5,031			$	465			$	20			$	-			$	5,516			$	9,811			$	(106	)		$	-			$	9,705			$	11,266			$	1,213			$	-			$	12,479
Total assets		$	4,602,360			$	226,319			$	28,118			$	(18,313	)		$	4,838,484			$	4,507,158			$	27,285			$	(18,007	)		$	4,516,436			$	4,190,876			$	26,443			$	(15,709	)		$	4,201,610
Total liabilities		$	4,343,878			$	90,716			$	30,265			$	(25,578	)		$	4,439,281			$	4,102,239			$	29,471			$	(24,259	)		$	4,107,451			$	3,818,412			$	28,788			$	(22,748	)		$	3,824,452

(thousands of Canadian dollars)

for the year ended		October 31, 2024																				October 31, 2023
		Digital Banking				Digital Banking				DRTC				Eliminations/				Consolidated				Digital Banking				DRTC				Eliminations/				Consolidated
		Canada				USA								Adjustments								Canada								Adjustments
Net interest income		$	101,263			$	1,392			$	-			$	-			$	102,655			$	100,051			$	-			$	-			$	100,051
Non-interest income			698				1				9,638				(1,359	)			8,978				540				9,698				(1,654	)			8,584
Total revenue			101,961				1,393				9,638				(1,359	)			111,633				100,591				9,698				(1,654	)			108,635
Provision for (recovery of) credit losses			(134	)			(134	)			-				-				(268	)			609				-				-				609
			102,095				1,527				9,638				(1,359	)			111,901				99,982				9,698				(1,654	)			108,026
Non-interest expenses:
Salaries and benefits			26,523				437				5,824				-				32,784				25,382				6,046				-				31,428
General and administrative			18,324				365				1,839				(1,359	)			19,169				15,140				1,565				(1,654	)			15,051
Premises and equipment			3,292				105				1,758				-				5,155				2,462				1,440				-				3,902
			48,139				907				9,421				(1,359	)			57,108				42,984				9,051				(1,654	)			50,381
Income (loss) before income taxes			53,956				620				217				-				54,793				56,998				647				-				57,645
Income tax provision			14,860				155				30				-				15,045				15,867				(384	)			-				15,483
Net income (loss)		$	39,096			$	465			$	187			$	-			$	39,748			$	41,131			$	1,031			$	-			$	42,162
Total assets		$	4,602,360			$	226,319			$	28,118			$	(18,313	)		$	4,838,484			$	4,190,876			$	26,443			$	(15,709	)		$	4,201,610
Total liabilities		$	4,343,878			$	90,716			$	30,265			$	(25,578	)		$	4,439,281			$	3,818,412			$	28,788			$	(22,748	)		$	3,824,452

 

Management Commentary

 

“Our fourth quarter and fiscal 2024 results to continue demonstrate the underlying strength of our digital, B2B, branchless banking model as we roll out our unique Receivable Purchase Program, proven highly successful in Canada, in the multi-trillion U.S. Point-of-Sale market, with Consolidated EPS, excluding one-time items mainly related to our U.S. acquisition, for the fourth quarter and fiscal year of $0.38 and $1.69, respectively,” said David Taylor, President and Chief Executive Officer, VersaBank. “Importantly, our Canadian Point-of Sale Receivable Purchase Program portfolio grew 15% year-over-year, as we continue to capitalize on the efficiency in our model. We expect our U.S. Digital Banking operations to be even more efficient due to lower deposit costs and lower personnel requirements. We continue to receive tremendously positive feedback on our RPP solution from prospective U.S. point-of-sale financing partners as we progress toward finalizing our first U.S. partner post-acquisition, which we expect imminently.”

 

“In fiscal 2025, we look forward to further capitalizing on the operating leverage within our model through continued steady growth in our Canadian Digital Banking operations, led by our Receivable Purchase Program portfolio, with some additional potential upside resulting from the declining interest rate environment, as well as a meaningful contribution from our CMHC-insured residential mortgage opportunity. In the U.S., we will grow our Receivable Purchase Program portfolio as quickly as our balance sheet capacity permits, with additional profitability expected to be generated through syndication of these loans to other U.S. banks upon which VersaBank will earn a fee. We expect this to drive continued long-term enhancement of both our efficiency ratio and return on common equity.”

 

“Finally, we are very encouraged by the favorable stance of incoming President Donald Trump, and his proposed administration, with respect to digital currencies and what this may mean for DRT Cyber Inc., our wholly-owned subsidiary, with its head office in Washington, DC.”

 

Highlights for the FOURTH Quarter of Fiscal 2024

 

Consolidated (Canadian and U.S. Digital Banking Operations and DRTC)

 

·

Total assets increased 15% year-over-year and 7% sequentially to a record $4.8 billion, with the increase driven primarily by growth in Digital Banking Operations’ Point of Sale Receivable Purchase Program (POS/RPP) portfolio;

·

Consolidated total revenue decreased 6% year-over-year and increased 1% sequentially to $27.3 million, with the year-over-year decrease due primarily to lower non-interest income from the Bank’s cybersecurity operations, DRT Cyber Inc. (“DRTC”);

·

Consolidated net income was $5.5 million compared with $9.7 million for the third quarter of 2024 and $12.5 million for the fourth quarter of last year;

·

Consolidated net income excluding the aforementioned one-time items was $10.0 million;

·

Consolidated earnings per share was $0.20, which included a number of one-time items as described above; and,

·

Earnings per share excluding the aforementioned one-time items was $0.38.

 

Digital Banking Operations (Combined Canada and U.S.)

 

·

Loans increased 10% year-over-year and 5% sequentially to a record $4.24 billion, driven primarily by continued growth in the Bank’s POS/RPP portfolio, which increased 15% year-over-year and 2% sequentially;

·

Total revenue decreased 6% year-over-year and decreased marginally sequentially to $25.0 million;

·

Net interest margin on loans decreased 35 bps, or 13%, year-over-year and 7 bps, or 3%, sequentially at 2.34%, with decreases due primarily due to an atypically inverted yield curve adversely affecting POS asset margins, which was exacerbated by the strong growth in the POS portfolio, elevated rates on term deposits experienced periodically over the course of the year, offset partially by higher yields earned on the Bank’s lending assets;

 

·

Net interest margin decreased 42 bps, or 17%, year-over-year and decreased 11 bps, or 5%, sequentially to 2.12%, and remained among the highest of the publicly traded Canadian Schedule I (federally licensed) banks;

·

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

·

Net income was $5.5 million;

·

Net income excluding the aforementioned one-time items during the quarter was 10.0 million;

·

Earnings per share was $0.19;

·

Earnings per share excluding the aforementioned one-time items was $0.38;

·

Efficiency ratio (excluding DRTC) based on net income excluding the aforementioned one-time items was 56%; and,

·

Return on common equity (excluding DRTC) based on net income excluding the aforementioned one-time items was 9.77%.

 

Digital Banking Operations Canada

 

·

Canadian Digital Banking operations net income excluding the aforementioned one-time items was $9.5 million;

·

Canadian Digital Banking operations earnings per share excluding the aforementioned one-time items was $0.36;

·

Canadian Digital Banking operations efficiency ratio based on net income excluding the aforementioned one-time items during the year was 53%; and,

·

Canadian Digital Banking Operations return on common equity (excluding DRTC) based on net income excluding the aforementioned one-time items was 9.31%.

 

Digital Banking Operations U.S.

 

·

U.S. Digital Banking operations net income was $0.5 million and U.S. Digital Banking operations earnings per share was $0.02. U.S. Digital Banking operations include expenses which are being incurred ahead of asset growth and revenue generated by the launch of the RPP in the U.S.

 

DRTC’s Cybersecurity Services Operations

 

·

DRTC's revenue, excluding intercompany transactions, decreased 8% year-over-year to $3.2 million. Sequentially, revenue increased 21%. DRTC's gross margin decreased 15% year-over-year to $2.2 million. Sequentially, gross margin increased 19%. The trends were due to the timing of client engagements. DRTC's gross margin is reflected in non-interest income in VersaBank's consolidated statements of income and comprehensive income.

 

Highlights for the FULL Fiscal 2024 YEAR

 

Consolidated

 

·

Total assets increased 15% year-over-year to a record $4.8 billion, with the increase driven primarily by growth in Digital Banking Operations’ Point of Sale Receivable Purchase Program (POS/RPP) portfolio;

·

Consolidated total revenue increased 3% year-over-year to $111.6 million;

·

Consolidated net income decreased 6% year-over-year to $39.7 million, with the year-over-year decrease due primarily to the impact of aforementioned one-time items;

·

Consolidated net income excluding the aforementioned one-time items was $45.0 million;

 

·

Consolidated earnings per share decreased 5% year-over-year to $1.49, with the year-over-year decrease due primarily to the impact of aforementioned one-time items; and,

·

Consolidated earnings per share excluding the aforementioned one-time items was $1.69.

 

Digital Banking Operations (Canada and U.S.)

 

·

Loans increased 10% year-over-year to a record $4.24 billion, driven primarily by continued growth in the Bank’s POS/RPP portfolio, which increased 15% year-over-year;

·

Total revenue increased 3% year-over-year to $103.4 million;

·

Net interest margin on loans decreased 33 bps, or 12%, year-over-year to 2.52%;

·

Net interest margin decreased 41 bps, or 15%, year-over-year to 2.27%, and remained among the highest of the publicly traded Canadian Schedule I banks;

·

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

·

Net income was $39.6 million;

·

Net income excluding the aforementioned one-time items was $44.8 million;

·

Earnings per share $1.48;

·

Earnings per share excluding the aforementioned one-time items was $1.69;

·

Efficiency ratio (excluding DRTC) based on net income excluding the aforementioned one-time items was 44%, and,

·

Return on common equity (excluding DRTC) based on net income excluding the aforementioned one-time items was 11.48%.

 

Digital Banking Operations Canada

 

·

Canadian Digital Banking operations net income excluding the aforementioned one-time items was $44.3 million;

·

Canadian Digital Banking Operations efficiency ratio based on net income excluding the aforementioned one-time items during the year was 44%; and,

·

Canadian Digital Banking Operations return on common equity (excluding DRTC) based on net income aforementioned one-time items was 11.36%.

 

Digital Banking Operations U.S.

 

·

U.S. Digital Banking operations net income was $0.5 million and U.S. Digital Banking operations earnings per share was $0.02. U.S. Digital Banking operations include expenses which are being incurred ahead of asset growth and revenue generated by the launch of the RPP in the U.S.

 

DRTC’s Cybersecurity Services Operations

 

·

DRTC's revenue, excluding intercompany transactions increased 7% to $11.6 million. DRTC's gross margin increased 3% to $8.3 million due to increase in client engagements and improved operational efficiency. DRTC's gross margin 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.

 

FINANCIAL SUMMARY

 

(unaudited)		for the three months ended								for the year ended
		October 31				October 31				October 31				October 31
		2024				2023				2024				2023
Results of operations
Interest income		$	73,238			$	66,089			$	285,419			$	229,334
Net interest income			24,901				26,239				102,655				100,051
Non-interest income			2,384				2,934				8,978				8,584
Total revenue			27,285				29,173				111,633				108,635
Provision for (recovery of) credit losses			(156	)			(184	)			(268	)			609
Non-interest expenses			19,365				12,441				57,108				50,381
Digital banking			17,119				11,384				49,046				42,984
DRTC			2,587				2,137				9,421				9,051
Net income			5,516				12,479				39,748				42,162
Income per common share:
Basic		$	0.20			$	0.47			$	1.49			$	1.57
Diluted		$	0.20			$	0.47			$	1.49			$	1.57
Dividends paid on preferred shares		$	247			$	247			$	988			$	988
Dividends paid on common shares		$	650			$	650			$	2,600			$	2,612
Yield*			6.23	%			6.40	%			6.31	%			6.14	%
Cost of funds*			4.11	%			3.86	%			4.04	%			3.46	%
Net interest margin*			2.12	%			2.54	%			2.27	%			2.68	%
Net interest margin on loans*			2.34	%			2.69	%			2.52	%			2.85	%
Return on average common equity*			5.28	%			13.58	%			10.16	%			11.75	%
Book value per common share*		$	15.35			$	14.00			$	15.35			$	14.00
Efficiency ratio*			71	%			43	%			51	%			46	%
Efficiency ratio - Digital banking*			70	%			45	%			48	%			43	%
Return on average total assets*			0.45	%			1.19	%			0.86	%			1.10	%
Provision for (recovery of) credit losses as a % of average loans*			(0.01	%)			(0.02	%)			(0.01	%)			0.02	%
			as at
Balance Sheet Summary
Cash		$	225,254			$	132,242			$	225,254			$	132,242
Securities			299,300				167,940				299,300				167,940
Loans, net of allowance for credit losses			4,236,116				3,850,404				4,236,116				3,850,404
Average loans			4,142,783				3,756,038				4,043,260				3,421,541
Total assets			4,838,484				4,201,610				4,838,484				4,201,610
Deposits			4,144,673				3,533,366				4,144,673				3,533,366
Subordinated notes payable			102,503				106,850				102,503				106,850
Shareholders' equity			399,203				377,158				399,203				377,158
Capital ratios**
Risk-weighted assets		$	3,323,595			$	3,095,092			$	3,323,595			$	3,095,092
Common Equity Tier 1 capital			373,503				350,812				373,503				350,812
Total regulatory capital			481,176				476,005				481,176				476,005
Common Equity Tier 1 (CET1) capital ratio			11.24	%			11.33	%			11.24	%			11.33	%
Tier 1 capital ratio			11.24	%			11.78	%			11.24	%			11.78	%
Total capital ratio			14.48	%			15.38	%			14.48	%			15.38	%
Leverage ratio			7.38	%			8.30	%			7.38	%			8.30	%

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

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

 

This news release is intended to be read in conjunction with the Bank’s 2024 annual audited Consolidated Financial Statements and MD&A, which will be filed on SEDAR+ (www.sedarplus.ca) and EDGAR (www.sec.gov/edgar.shtml), and will be available at www.versabank.com.

 

About VersaBank

 

VersaBank is a North American bank (federally chartered in Canada and the US) with a difference. VersaBank has a branchless, digital, business-to-business model based on its proprietary state-of-the-art technology that enables it to profitably address underserved segments of the banking industry in a significantly risk mitigated manner. Because VersaBank obtains substantially all of its deposits and undertakes the majority of its lending electronically through financial intermediary partners, it benefits from significant operating leverage that drives efficiency and return on common equity. In August 2024, VersaBank launched its unique Receivable Purchase Program (RPP) funding solution for point-of-sale finance companies, which has been highly successful in Canada for nearly 15 years, to the underserved multi-trillion-dollar US market. VersaBank also owns Washington, DC-based DRT Cyber Inc., a North America leader in the provision of cyber security services to address the rapidly growing volume of cyber threats challenging financial institutions, multi-national corporations and government entities.

 

VersaBank’s Common Shares trade on the Toronto Stock Exchange (“TSX”) and Nasdaq under the symbol VBNK.

 

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 economies 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; changes in trade laws and tariffs; 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, 2024.

 

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.

 

Conference Call

 

VersaBank will be hosting a conference call and webcast today, Monday, December 9, 2024, at 9:00 a.m. (ET) to discuss its fourth quarter results, featuring a presentation by David Taylor, President & CEO and John Asma, CFO, followed by a question-and-answer period. To join the conference call by telephone without operator assistance, you may register and enter your phone number in advance at: https://emportal.ink/3YJ0JZX to receive an instant automated call back. Alternatively, you may also dial direct and be entered into the call by an Operator at: 1-416-945-7677 or 1-888-699-1199 (toll free).

 

For those preferring to listen to the presentation via the Internet, a live webcast will be available at https://app.webinar.net/GeanEP3y4MQ or on the Bank's web site at: https://www.versabank.com/investor-relations/events-presentations/. The slide presentation management will use during the conference call/webcast will be available on the Bank's web site at: https://www.versabank.com/investor-relations/financial-results/.

 

The archived webcast presentation will be available for 90 days following the live event at

https://app.webinar.net/GeanEP3y4MQ and on the Bank's web site at: https://www.versabank.com/investor-relations/events-presentations/. Replay of the teleconference will be available until January 9, 2025 by calling 289-819-1450 or 1-888-660-6345 (toll free) and the passcode is: 36493#

 

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 99.2

 

 

For Immediate Release: December 9, 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 have been declared for the quarter ending January 31, 2025, payable as of January 31, 2025, to shareholders of record at the close of business on January 10, 2025.

 

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

 

About VersaBank

 

VersaBank is a North American bank (federally chartered in Canada and the U.S.) with a difference.  VersaBank has a branchless, digital, business-to-business model based on its proprietary state-of-the-art technology that enables it to profitably address underserved segments of the banking industry in a significantly risk mitigated manner.  Because VersaBank obtains substantially all of its deposits and undertakes the majority of its lending electronically through financial intermediary partners, it benefits from significant operating leverage that drives efficiency and return on common equity.  In August 2024, VersaBank launched its unique Receivable Purchase Program (RPP) funding solution for point-of-sale finance companies, which has been highly successful in Canada for nearly 15 years, to the underserved multi-trillion-dollar U.S. market.  VersaBank also owns Washington, DC-based DRT Cyber Inc., a North America leader in the provision of cyber security services to address the rapidly growing volume of cyber threats challenging financial institutions, multi-national corporations and government entities.

 

VersaBank’s Common Shares trade on the Toronto Stock Exchange (“TSX”) and Nasdaq under the symbol VBNK.

 

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 99.3

 

 

FORM 52-109F1

CERTIFICATION OF ANNUAL FILINGS

FULL CERTIFICATE

 

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

 

1.

Review: I have reviewed the AIF, if any, annual financial statements and annual MD&A, including, for greater certainty, all documents and information that are incorporated by reference in the AIF (together, the “annual filings”) of VersaBank (the “issuer”) for the financial year ended October 31, 2024.

 

2.

No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the annual 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, for the period covered by the annual filings.

 

3.

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

 

(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 annual 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.

Evaluation: The issuer’s other certifying officer(s) and I have

 

(a)

evaluated, or caused to be evaluated under our supervision, the effectiveness of the issuer’s DC&P at the financial year end and the issuer has disclosed in its annual MD&A our conclusions about the effectiveness of DC&P at the financial year end based on that evaluation; and

 

(b)

evaluated, or caused to be evaluated under our supervision, the effectiveness of the issuer’s ICFR at the financial year end and the issuer has disclosed in its annual MD&A

 

(i)

our conclusions about the effectiveness of ICFR at the financial year end based on that evaluation; and

 

(ii)

N/A

 

7.

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

 

8.

Reporting to the issuer’s auditors and board of directors or audit committee: The issuer’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of ICFR, to the issuer’s auditors, and the board of directors or the audit committee of the board of directors any fraud that involves management or other employees who have a significant role in the issuer’s ICFR.

 

Date:

December 9, 2024

 

/s/ David R. Taylor
David R. Taylor
President & Chief Executive Officer

 

 

 

 

 Exhibit 99.4

 

FORM 52-109F1

CERTIFICATION OF ANNUAL FILINGS

FULL CERTIFICATE

 

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

 

1.

Review: I have reviewed the AIF, if any, annual financial statements and annual MD&A, including, for greater certainty, all documents and information that are incorporated by reference in the AIF (together, the “annual filings”) of VersaBank (the “issuer”) for the financial year ended October 31, 2024.

 

2.

No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the annual 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, for the period covered by the annual filings.

 

3.

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

 

(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 annual 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.

Evaluation: The issuer’s other certifying officer(s) and I have

 

(a)

evaluated, or caused to be evaluated under our supervision, the effectiveness of the issuer’s DC&P at the financial year end and the issuer has disclosed in its annual MD&A our conclusions about the effectiveness of DC&P at the financial year end based on that evaluation; and

 

(b)

evaluated, or caused to be evaluated under our supervision, the effectiveness of the issuer’s ICFR at the financial year end and the issuer has disclosed in its annual MD&A

 

(i)

our conclusions about the effectiveness of ICFR at the financial year end based on that evaluation; and

 

(ii)

N/A

 

7.

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

 

8.

Reporting to the issuer’s auditors and board of directors or audit committee: The issuer’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of ICFR, to the issuer’s auditors, and the board of directors or the audit committee of the board of directors any fraud that involves management or other employees who have a significant role in the issuer’s ICFR.

 

Date:

December 9, 2024

 

/s/ John Asma
John Asma
Chief Financial Officer

 

 

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