VersaBank (VBNK) Earnings Call Transcript & Summary
September 16, 2026
Earnings Call Speaker Segments
David Taylor
executiveI'll call the informal part of the meeting to order. So I'm very pleased to be here today at the bank's Innovation Center of Excellence in London, Ontario for our shareholder vote on the proposed plan to realign the bank's corporate structure to that of a standard U.S. bank framework, which we're broadly referred to as the reorganization. Following the formal portion of this meeting, I'll return for some concluding comments as well as to answer some questions. I now have the pleasure of turning the podium over to our Chairman -- the honorable judge, Frank Newbould of the Board of Directors of Verse Bank, Frank, to proceed the formal portion of the meeting.
Francis J. Newbould
executiveThank you, David. Now formally, I will open the meeting and -- in accordance with the bylaws, I will act as Chair of today's meeting, and Stacy so will be secretary of the meeting. And with the consent of the meeting, I appoint a new representative of Odyssey Trust Company is joining us today as scrutineer. The Secretary has confirmed that notice of this meeting was duly given in accordance with the Bank Act and the scrutineers have reported that the requisite quorum of shareholders as prescribed by the bank's bylaws are present in person or by proxy. I therefore declare the meeting to be properly constituted for the transaction of the business and call the meeting to order. I further directed a copy of that none of the meeting together a proof of mailing be kept by the secretary with records of the meeting and the scrutineers' report be next to the minutes. This is a very special and historic day for our bank in no small measure due to the work of our Founder and President, David Taylor. And I want to thank David for all he's done. We're here -- we have several directors here attending at the meeting and management. I will now move to the agenda. Today, we'll consider the matters of business set out in the management information proxy circular dated August 4, and 2026, which I'll refer to as a circular and the notice of the meeting is called the circular and the former proxy present to registered and nonregistered shareholders on around August 24, 2026. Unless there's an objection, I'll dispense with the reading of the notice of meeting. And specific individuals have been asked to move and second the resolutions. I would like to comment on the voting procedure with respect to the reorganization, which I'll refer to as a special resolution, hold each holder of common shares of the bank is entitled to 1 vote per common share. Only registered shareholders appearing on the bank's register of shareholders as provided by the transfer agent and those persons who are authorized proxy holders are eligible to vote at today's meeting. For this meeting, I propose to conduct a vote on this peteresolusion by a show of hands. Please note that any registered shareholder or proxy holder president person, is entitled to demand on the ballot be conducted either before or after the vote by show hands. If a balance required, then there will be a further procedure. The resolution -- the meeting has been called in connection with the reorganization VersaBank particularly, our shareholders have been asked to consider and if thought advisable to pass a special resolution in order to prove a reorganization to Versa bank whereby, among other things, versus Bancorp, a Delaware corporation, will become a holding company that will succeed VersaBank as the publicly traded company in which existing shareholders hold their equity interest. The special resolution of the shareholders are being asked to pass is attached as A to the management information circular. And after careful consideration, the Board unanimously recommends that shareholders vote for this special resolution. It must be approved by 66 2/3 percent of the votes cast at this meeting. I'll now ask Tammy Ashan to move the special resolution. And Sean Clarke to second the motion. Tammy?
Tammie Ashton
executiveI move that it be resolved that the special resolution attached as NX A to the Management Information Circular be hereby past in its entirety as a resolution of the bank.
Francis J. Newbould
executiveAnd a seconder?
R. Clarke
executiveI second the motion.
Francis J. Newbould
executiveThank you, Shawn. It's now open for discussion. Is there any discussion on the motion? There being no further discussion. It must be approved by an affirmative vote of no less than 2/3 of the cast by shareholders present in person or by proxy -- all those in favor of the resolution, please signify or raise your hand. Contrary-minded, if any? I declare the resolution carried. Is there any further business, as no one has any further business, this concludes the formal business of the meeting, and I ask Tammy Ashan to move the final resolution.
Tammie Ashton
executiveMr. Chair, I move that the formal business of the meeting be terminated.
Francis J. Newbould
executiveThank you. That motion has been accepted, and I declare the formal business of the meeting terminated. And now I'm going to ask our Founder and President, David Taylor for a few remarks.
David Taylor
executiveAnd thank you to our shareholders for this overwhelming confidence of the historic initiatives that will be critical to the bank achieving its full potential on both sides of the border. -- with 99.7% of you voting in favor with more than 68% of the outstanding shares have been voted. That's a very clear endorsement of the reorganization. -- and the numerous value-driving benefits, we believe, will be driven by our plan in both sides of the border, United States and Canada. I have spoken a lot recently about the opportunity in the United States. However, especially with the recent introduction of our real-time structured receivable program, we are both very confident and excited about the significant renewed growth potential for our bank right share in Canada where it all began. In fact, as the market leader in the point-of-sale industry in Canada, even in the current economy, we are targeting growth next year in absolute dollar terms, about the same magnitude as we are in the United States. As it has been for many decades, London will remain at the headquarters of VersaBank Canada, and the home of our credit operations, and we will continue to operate our deposit businesses out of Saskatoon, universe Saskatchewan's Innovation Place which is located campus of the University of which I'm a proud of graduate. Our reorganization will ensure that we are able to continue to lead the Canadian banking industry in terms of innovation, in turn continuing to support Canadian small businesses and consumer sectors by providing abundant, reliable, economical and efficient financing and thereby continuing to contribute in an outsized manner to the Canadian economy. With today's shareholder vote, our proposed reorganization now proceeds to the final requisite approvals, those by the Minister of Finance in Canada and by the Fed in the United States. We look forward to those decisions in due course. I'd be happy to take your questions. Jane, do you have a question, sir?
Unknown Analyst
analystIn view of the fact that the United States Congress has decided to delay, I guess, is the best word to clarity, passage of the Clarity Act. Can you give us any sort of update on the staple coin, which VersaBank owns and is in a pilot program with -- can you give us any information on -- and the second question is what about the sales growth in the United States? Does it meet your expectations? Or is there more work to do?
David Taylor
executiveTwo really good questions. A while back when the so-called Genius came out in us to be a lunchtime speaker at the Florida Batteries Association. And I was speaking to my fellow bankers and I referred to it as the more on. And I still stand by those words. And I'm not this pleased that it's faltered. And of course, the Clarity Act, it was just another add-on that would create more confusion I'm not unhappy that it's fall through also. We believe that only fully licensed financial institutions should be issuing taking people's harder money as I said at that meeting that we have a cultural imperative to ensure our depositors get their money back with interest. And of course, you know that stable coins are prohibited from paying interest, and they don't have FDIC insurance fees or a CDI insurance. So I think there was reasonable heads prevailed. And now it's up to us back produce stable coins if that's what customers want. But ultimately, it will be a deposit token because it comes with interest and insurance -- you'll still see us a little bit doing some stable coin business. There's some programs that we are underway, and they still have a little bit of momentum with them. So don't be surprised if you see a press release coming out sooner or later. About a stable corn initiative. But I think eventually, they'll evolve into tokenized deposits. With respect to our growth in the United States, it has exceeded expectations. It's been extremely well received, particularly with the real-time purchase of receivables. That's a game changer and biggest guys in the United States say that, this is a revolution. There's a $1 trillion market of asset-backed securities and pretty well, they rendered, it's rendered obsolete. We can now buy the receivables from the point-of-sale company partners. We can do it in 10 minutes, but one of the biggest partners said to me, David, if you can do it every day, that's all we need. And only that we're buying them, we're pricing them too and that was a big deal because they don't like being left in the wind with interest rates going up or down and interest rates go up rapidly mainly receivables are holding on to for 60, 90 days to decline the value because they're in a loss. And we can price instantly basically. So it's a hell of a deal on both sides of the border -- sign the tops as we can. At another meeting, I predicted we 3 billion in the United States. And I also said where is our Canadian guys. So right there, that they can do a CAD 3 billion too, and I'm sure I hope they can with this restructuring, it's allowed us to have access to the largest capital markets in the world by far. Last count between the NASDAQ and the New York Stock Exchange, we're looking at $80 trillion in U.S., that's a big gap. And there's nothing -- nowhere on the planet that comes close to those numbers. And of course, with these new programs, we're extremely well received. So John longwinded way to answer the question, but it's good time.
Unknown Shareholder
shareholderOne of the things I understand about receivable program is that you don't -- the aggregators do not until they aggregate a sufficient volume of loans to then go to the bank and sell them to the bank that they no longer now need to use their own capital because the bank's capital can be used from have an issue in the process.
David Taylor
executiveAbsolutely. That's a huge advantage. Those that invest in point-of-sale companies can recapture some of their capital now. So just firstly, mathematically, the return on equity doubled. And then they save all the inventory expenses, where the warehousing, the lines, the interest that they're spending to save all that. It's fantastic deal. It's a classic win-win, win for us. We get high-quality receivables in a hurry. And when for our partners, they get their reliable economical funding that they've been dreaming of. Some people have said to me here in the early days will can't take funded from the market. And I said, "Yes, in an 8-year cycle, there's 2 years probably the market is strothy and they get all the may they want. But this is those 2 years where they can't get a nickel. Hitching their wagon to VersaBank. They know they've got funding forever. Right through the liquidity crisis right through the COVID 19x supporting our point-of-sale people. mean that trickles down, of course, to Canadian small business that needed capital. So we're proud to be doing that. And hopefully, we can do a lot more with this restructuring. Any other good questions coming. There's Nash.
Unknown Shareholder
shareholderThe rest, I mean, it's really exciting to go down to the U.S. Could you just sort of explain we've got VersaBank Canada at a subsidiary in OFC is happy with that, the way you've structured. And then the U.S. and then the wonderful stuff that you're doing with the tokens thing if you just.
David Taylor
executiveYes. Well, VersaBank can will become a whole subsidiary of Versa Bancorp, which is a tagless company. But VersaBank Canada, will still stay at 144% be headed up by John ocean sitting right behind you. It will be what it always has done. And it will have access to a lot more capital, which is always on stream for a bank that's growing rapidly. I think we're the fastest institution in the country by far. And it was banks will any more capital. So First Bank Canada stays right where it is. FirstBank U.S.A. is headquartered in Minneapolis, and it stays where it is. The holding company is very classic modern company. It's cloud operated. I live in Florida half the year here half to year some of our people have deeper Florida, some all over. We -- we're sort of in theoretically, the address will be a little bit on the sale point. This facility here is our tech center, and we have a similar 1 in the Saskatchewan that looks after deposits. But this facility you can be proud of because it's leading edge in the world for providing those stable coins the custodies and the state of the art, which is the tokenized deposit and recognize.
Unknown Attendee
attendeeNot a problem. Just a question now with the restructuring Versa bank shares trade on Toronto and that how will the new share structure look? Will you keep a Toronto listing -- where will the liquidity be?
David Taylor
executiveWell, good question. Your VBNK shares likely will be swapped into the number -- the assemble -- so likely, your VBNKs will become VRSA. -- some RSAs to be listed on the TSX and on the NASDAQ. So for those of you that like trading on the France Stock Exchange, the difference will be you've got a different symbol. And you're still basically owning the same bank you had before. It's just the structure is different. Presently, the Canadian Bank owns the subsidiaries in sort of a totem pole structure. The new structure is the holding company, this is a classic U.S. banking structure pulls the banks individually so that each bank can operate in its regulatory environment very efficiently because they're different. The regulatory environment in the states is different on the rig Canada almost the same -- and who knows, I might dream of a U.K. bank who knows. I was with the governors of the Bank of England not so long ago, and I was dreaming about my Barclays heritage talking about, and I guess they ship me off to London, Ontario to open a branch for Barclays here, which something you're very good customers of if life in full as it should, I'll have recreated the international bank for the U.K. There will be a subsidiary of course, regulatory approvals required. But the model that we have is very compelling for countries, trickling down reliable, economical capital to small businesses and consumers is what everybody dreams of, that's what they want. And our model does that. So I'd expect there'll be other countries, U.K., I think, might be the next one that would like to see this to certainly stages, but -- it's one of those things where that governors and regulators sort of dream of capital to the masses but economical prices, stimulate economies. Some economies need stimulating. Well, we're very ambitious. I'm thinking before the end of October. Tim's passed out in the background there. You can do it Tammie. Yes, sometime fairly soon. We need those 2 regulatory approvals and the Minister of Finance in Ottawa and then we need the Fed to approve. I'm actually seeing both of those wonderful people fairly soon next week in D.C. And of course, in Ottawa, it looks to me that they're both fully endorsing the program and that means good things for both countries, more capital for the Canadian bank to do more of what it's already been doing and more in the states that very much wants to see this new revolutionary method of financing point-of-sale companies come to be -- that is very high. The cutoff date for the Russell 2000 is October 31, and then you go on about, I think, December 15, something around there. So all being well, we'll be a Russell 2000 company. There's a big deal. You've arrived when you're Russell 2000. Another big deal that I was mentioning to right there. that just a little historical milestones. When I started this thing, with $0.5 million, that was the book value of Pacific Western Trust. Now is today, I think it's $1 billion. So we've gone up 2,000 times during that period of time, which isn't a record. Elon Musk has got a little better than that, Jeff Bezos has done a little better. Warren hasn't done quite that well. But for those of you know I'm -- I mentioned I'm a pilot with these airplanes around here. We've got something common with Elon Musk, both of us have experienced unscheduled catastrophic is assembly. But I'm hoping to have something more in common join the $1 billion. Today, we're a market cap at $1billion though. Next step is U.S. All right. No more questions. Well, thank you very much. It's wonderful. This is a milestone event, of course. It's just the evolution of the bank, and it means good things for shareholders. and good things for the countries we operate in, too. Because as we know, everybody needs capital for small business is particularly, particularly in Canada, and that's what we do. And in the States, the lap, thank you.
Read the full transcript via the API
You're viewing the first half of this call. Get the complete VersaBank transcript — plus 256,000+ transcripts from 12,000+ companies, speaker segments, AI summaries and full-text search — through the EarningsCalls.dev API.
Get the API View API docs →This call discussed
For developers and AI pipelines
Programmatic access to VersaBank earnings transcripts and 256,000+ others is available through the
EarningsCalls.dev REST API. Plans from $24.99/month — full transcripts, speaker segments,
full-text search, and the recently-added /api/v1/transcripts/recent polling endpoint for ETL pipelines.
More tools for stock research
OptionsBell: an unusual options activity scanner that tracks options flow across all US stocks and emails you when large trades appear in VersaBank or any ticker on your watchlist.
StockMarketScan: a stock screener with alerts: 24 pre-built screens refreshed every 5 minutes, watchlists and email notifications. Both offer API and MCP access and fair monthly pricing.