First Quarter Report January 31, 2015

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1 First Quarter Report January 31, 2015 PWC CAPITAL INC. ANNOUNCES RESULTS FOR ITS FIRST QUARTER ENDED JANUARY 31, 2015 FIRST QUARTER SUMMARY (1) (compared to the same periods in the prior year unless otherwise noted) PWC Capital Inc. Net income (loss) of PWC Capital Inc. (the Corporation ) for the three months ended January 31, 2015, was ($1.6 million) or ($0.05) per share (basic and diluted) compared to ($2.2 million) or ($0.07) per share (basic and diluted) for the same period last year. Net income (loss) for the current period improved from a year ago as a result of increased earnings of its principal subsidiary, Pacific & Western Bank of Canada ( the Bank ) as discussed below. Pacific & Western Bank of Canada Income before income taxes of the Bank for the current quarter increased over 30% to $2.3 million from $1.8 million for the previous quarter and from $1.4 million for the same period a year ago. Net income for the current quarter was $1.7 million or $0.07 per share (basic and diluted) compared to $2.5 million or $0.13 per share (basic and diluted) for the previous quarter and $975,000 or $0.05 per share (basic and diluted) for the same period a year ago. Net income for the previous quarter included a positive income tax adjustment of $1.2 million. Net interest margin or spread for the current quarter was 2.15% compared to 2.16% for the previous quarter and 1.95% for the same period a year ago. Total assets of the Bank increased to $1.52 billion from $1.45 billion at the end of previous quarter and $1.44 billion a year ago. This increase was due to total loans which grew to $1.31 billion from $1.22 billion at the end of the previous quarter and $1.14 billion a year ago. Credit quality remains strong with no gross impaired loans at January 31, 2015 and October 31, 2014 compared to $6,000 a year ago. At January 31, 2015, the Bank s Common Equity Tier 1 (CET1) ratio was 10.97% compared to 11.25% at the end of the previous quarter and 11.54% a year ago. The Bank s total capital ratio was 13.23% compared to 13.69% at October 31, 2014 and 12.64% last year. (1) Certain highlights include non-gaap measures. See definition under Basis of Presentation in the attached Management s Discussion and Analysis. 1

2 PRESIDENT S COMMENTS PWC Capital owns approximately 16.7 million of Pacific & Western Bank of Canada common shares (86%) and 100% of Versabanq Innovations common shares. The Bank is by far our largest and most important investment and the value of PWC is highly dependent on the Bank s value. I am pleased to report that our Bank is continuing to grow steadily in all key areas. This is having a substantial positive effect on its earnings. During the quarter, total assets increased by 5% from $1.45 billion to $1.52 billion, and pre-tax income increased by more than 25% over the previous quarter s figure and more than 60% over the same quarter last year. Recently our Bank completed another public offering of 7% preference shares, bringing the total new capital raised in the last few months to $31 million. This new capital has provided our Bank with significant capacity for more profitable growth. Loans and leases sourced through the Bank s Bulk Purchase Program during the quarter totaled $120 million, an almost 60% increase over the previous quarter, increasing the balance of these assets by 20% to $472 million. The Bank purchases loans and leases from an increasing number of financiers who operate throughout Canada in a variety of industries. Our program provides much needed financing for small businesses and consumers in niche markets. We have developed state of the art systems to allow us to process large numbers of these small ticket assets. This business is rapidly becoming a significant portion of the Bank s total assets and revenue stream. Our Bank s well established Commercial Real Estate financing business, which primarily serves Southwestern Ontario, also grew modestly during the quarter with total loans increasing by 4% over the previous quarter, bringing the total loans in this asset class to $644 million. The Bank s net interest margin of 2.2% remained virtually static over the previous quarter, and with the 5% increase in total assets, gave rise to a 5% increase in net interest income over the previous quarter; however, total revenue for the quarter remained the same as the previous quarter s at $8.4 million as the previous quarter s figure included a $400,000 gain on the sale of a loan, about equivalent to this quarter s increase in net interest income. Non-interest expenses of $5.5 million were incurred during the quarter, about the same as that incurred in the same quarter a year ago, and a 10% decline over the previous quarter. Net income for the quarter was $1.7 million versus the previous quarter s figure of $2.5 million; however, the previous quarter benefited from a $1.2 million income tax adjustment. After working for several years to develop new markets and business lines, our Bank has now entered an asset expansion phase in which it will realize significant economies of scale that will no doubt produce considerable earnings growth. 2

3 FINANCIAL HIGHLIGHTS (unaudited) January 31 October 31 January 31 ($CDN thousands except per share amounts ) Pacific & Western Bank of Canada Results of operations Net interest income $ 8,031 $ 7,609 $ 6,935 Net interest margin* 2.15% 2.16% 1.95% Other income Total revenue 8,369 8,400 7,272 Provision for (recovery of) credit losses (51) Non-interest expenses 5,537 6,243 5,534 Restructuring charges Income before income taxes 2,330 1,757 1,355 Net income 1,679 2, Return on average common equity 4.04% 7.14% 2.89% Gross impaired loans to total loans 0.00% 0.00% 0.00% Provision for credit losses as a % of average loans 0.04% 0.03% 0.00% PWC Capital Inc. (consolidated) Results of operations Net income of the Bank $ 1,679 $ 2,476 $ 975 Additional interest expense on notes of PWC (1,615) (1,655) (1,592) Interest expense relating to Class B for the three months ended Preferred Share dividends (1,145) (1,254) (1,242) Net non-interest and other expenses of PWC (51) (160) 26 Provision for income taxes (437) (436) (387) Net loss $ (1,569) $ (1,029) $ (2,220) Net income attributable to non-controlling interests Net loss attrubutable to shareholders (1,788) (1,313) (2,306) Loss per common share: $ (1,569) $ (1,029) $ (2,220) Basic $ (0.05) $ (0.04) $ (0.07) Diluted $ (0.05) $ (0.04) $ (0.07) as at January 31 October 31 January 31 PWC Capital Inc. (consolidated) Balance Sheet Summary Cash and securities $ 184,013 $ 196,101 $ 274,011 Total loans 1,305,142 1,224,247 1,136,132 Total assets 1,514,685 1,443,445 1,434,072 Deposits 1,246,943 1,193,797 1,221,247 Notes payable and preferred share liabilities 118, , ,824 Shareholders' equity 8,215 10,195 12,516 * This is a non-gaap measure. See definition under 'Basis of Presentation' in the attached Management's Discussion and Analysis. 3

4 MANAGEMENT S DISCUSSION AND ANALYSIS OF OPERATIONS AND FINANCIAL CONDITION This management s discussion and analysis (MD&A) of operations and financial condition for the first quarter of fiscal 2015, dated March 3, 2015, should be read in conjunction with the unaudited interim consolidated financial statements for the period ended January 31, 2015, included herein which have been prepared in accordance with International Financial Reporting Standards (IFRS). This MD&A should also be read in conjunction with the Corporation s MD&A and the audited consolidated financial statements for the year ended October 31, 2014, all of which are available on SEDAR at Except as discussed below, all other factors discussed and referred to in the MD&A for the year ended October 31, 2014, remain substantially unchanged. Basis of Presentation Non-GAAP and Additional GAAP Measure Net Interest Income and Net Interest Margin or Spread Most banks analyze profitability by net interest income (as presented in the Consolidated Statements of Income (Loss)) and net interest margin or spread. Net interest margin or spread is defined as net interest income as a percentage of 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. Basel III Common Equity Tier 1, Tier 1 and Total Capital Adequacy Ratios Basel III Common Equity Tier 1, Tier 1 and Total Capital Adequacy Ratios are determined in accordance with guidelines issued by the Office of the Superintendent of Financial Institutions Canada (OSFI) (see Note 14 to the interim financial statements for additional information). Overview PWC Capital Inc. (the `Corporation`) is a holding company whose shares trade on the Toronto Stock Exchange. Its principal subsidiary, Pacific and Western Bank of Canada (the Bank ), of which it owns approximately 86% of its issued common shares, provides commercial banking services to selected niche markets and operates as a Schedule I bank under the Bank Act (Canada). Its common shares and preferred shares trade on the Toronto Stock Exchange. PWC Capital Inc. Net income (loss) of PWC Capital Inc. (the Corporation ) for the three months ended January 31, 2015, was ($1.6 million) or ($0.05) per share (basic and diluted) compared to ($2.2 million) or ($0.07) per share (basic and diluted) for the same period last year. Net loss for the current quarter includes interest expense totalling $1.1 million relating to dividends on the Corporation s Class B Preferred Shares. This amount is recorded as interest expense in the consolidated financial statements as the preferred shares carry certain redemption features and are classified as preferred share liabilities on the Consolidated Balance Sheet. Net income (loss) for the current period improved from a year ago as a result of increased earnings of the Bank as discussed below. 4

5 Interest income of the Corporation on a non-consolidated basis includes interest income earned on its cash balances which is nominal. For the three months ending January 31, 2015, interest expense of the Corporation on a non-consolidated basis consists of $1.6 million relating to its notes payable and dividends totalling $1.1 million on its Class B Preferred Shares compared to $1.6 million and $1.2 million respectively for the same period a year ago. Pacific & Western Bank of Canada Income before income taxes of the Bank for the current quarter increased to $2.3 million from $1.8 million for the previous quarter and from $1.4 million for the same period a year ago. Net income for the current quarter was $1.7 million compared to $2.5 million for the previous quarter and $975,000 for the same period a year ago. Net income for the previous quarter included a positive income tax adjustment of $1.2 million. Income before income taxes increased from the previous quarter and from a year ago as a result of an increase in net interest income due to growth in total assets. In addition, income before income taxes for the same quarter a year ago included restructuring charges of $434,000 related to the early repayment of subordinated debt. Total revenue of the Bank consists of net interest income and other income. For the three months ended January 31, 2015, total revenue of the Bank was $8.4 million compared to $8.4 million for the previous quarter and $7.3 million for the same period last year. Total revenue in the previous quarter included a gain of $400,000 from the sale of a loan. There were no loan sales in the current quarter. Total revenue increased from a year ago as a result of an increase in net interest income in the current period. Net interest income and net interest margin for the three months ended January 31, 2015 were $8.0 million and 2.15% respectively compared to $7.6 million and 2.16% for the previous quarter and $6.9 million and 1.95% for the same period a year ago. The increases in net interest income from previous periods were due to increased interest income in the current period as a result of asset growth and lower interest expense as a result of a lower cost of deposits. Net interest margin increased from a year ago as a result of growth in lending assets and a more optimal asset mix. At January 31, 2015, total assets of the Bank were $1.52 billion compared to $1.45 billion at the end of the previous quarter and $1.44 billion a year ago. Total loans at the end of the current quarter increased to $1.31 billion from $1.22 billion at the end of the previous quarter and $1.14 billion a year ago with the increase due primarily to growth in commercial and consumer loan and lease receivables sourced through the Bank s bulk purchase program. Cash and securities, which are held primarily for liquidity purposes, totalled $184 million at January 31, 2015 compared to $194 million at the end of the previous quarter and $272 million a year ago. Cash and securities decreased from the previous quarter and from a year ago as a result of lower funding requirements for deposits maturing in the coming months. Despite the growth in loans, the Bank has maintained its high credit quality and strong underwriting standards with $nil gross impaired loans at the end of the current quarter and at the end of the previous quarter and $6,000 a year ago. At January 31, 2015, the Bank continued to exceed the Common Equity Tier 1 (CET1) capital requirement of 7.0% with a CET1 ratio of 10.97% compared to 11.25% at the end of the previous 5

6 quarter and 11.54% a year ago. The decrease in the CET1 ratio from previous periods was due to the growth in lending assets. At January 31, 2015, the Bank s Tier 1 capital ratio was 12.10% compared to 12.43% at the end of the previous quarter and 11.54% a year ago. At January 31, 2015, its total capital ratio was 13.23% compared to 13.69% at the end of the previous quarter and 12.64% a year ago. Required minimum regulatory capital ratios are a CET1 capital ratio of 7.0%, a Tier 1 capital ratio of 8.5% and a total capital ratio of 10.5%, all of which include a 2.50% capital conservation buffer. Non-Interest Expenses Non-interest expenses, excluding restructuring charges of the Bank, totalled $5.6 million for the current quarter compared to $6.4 million for the previous quarter and $5.5 million for the same period a year ago. Non-interest expenses in the previous quarter were higher due primarily to timing of expenses. Non-interest expenses of the Corporation on a non-consolidated basis are not significant and relate primarily to the costs of being a publicly traded company such as listing and annual filing fees and professional fees. As noted previously, restructuring charges of the Bank in the same quarter a year ago relate to the repayment in December 2013 of subordinated debt of the Bank. Income Taxes The statutory federal and provincial income tax rate is approximately 27%, similar to that of the previous periods. The effective rate is impacted by the tax benefit on operating losses in the Corporation on a non-consolidated basis not being recorded for accounting purposes and certain items not being taxable or deductible for income tax purposes. The provision for income taxes consists of the following items: (thousands of Canadian dollars) for the three months ended January 31 January Income tax on earnings of the Bank $ 651 $ 380 Income tax on dividends paid by the Corporation $ 1,088 $ 767 For the three months ended January 31, 2015, the provision for income taxes was $1.1 million compared to $767,000 for the same period a year ago with the change due to increased taxable income in the Bank in the current period. At January 31, 2015, the Bank has a deferred income tax asset of $7.9 million compared to $8.5 million at the end of the previous quarter and $8.3 million a year ago with the decrease a result of the drawdown of loss carryforwards due to the positive operating results over the past year, offset by the recognition of previously unrecognized loss carryforwards discussed previously. The deferred income tax asset is primarily a result of income tax losses totalling approximately $34.0 million from previous periods. The income tax loss carry-forwards in the Bank are not scheduled to begin expiring until 2027 if unutilized. 6

7 In addition, the Corporation has income tax loss carry-forwards which total approximately $60.0 million, the benefit of which has not been recorded. These loss carry-forwards are not scheduled to begin expiring until 2026 if unutilized. Comprehensive Income (Loss) Comprehensive income (loss) is comprised of net income (loss) for the period and other comprehensive income (loss) which consists of unrealized gains and losses on available-for-sale securities. Comprehensive income (loss) for the three months ended January 31, 2015 was ($1.5 million) compared to ($1.0 million) for the previous quarter and ($2.2 million) a year ago. Due to the current composition of the treasury portfolio, which consists primarily of liquid securities, unrealized gains or losses in the portfolio are not significant and as a result, comprehensive income (loss) does not differ materially from net income (loss). Consolidated Balance Sheet Substantially all of the Corporation s consolidated assets are held in the Bank. Total consolidated assets at January 31, 2015, were $1.51 billion compared to $1.44 billion at the end of the previous quarter and $1.43 billion a year ago with the increase from the previous periods due primarily to an increase in total loans. Loans increased during the period to $1.31 billion from $1.22 billion at the end of the previous quarter and from $1.14 billion a year ago. Cash and Securities Cash and cash equivalents consist of deposits with Canadian financial institutions and government treasury bills with less than ninety days to maturity from the date of acquisition. Securities in the treasury portfolio typically consist of Government of Canada and Canadian provincial and municipal bonds, term deposits and debt of other financial institutions. Cash and securities, which are held primarily for liquidity purposes, totalled $184 million or 12% of total assets compared to $196 million or 14% of total assets at the end of the previous quarter and $274 million or 19% of total assets a year ago. The level of cash and securities decreased from the previous quarter and a year ago as a result of lower funding requirements for deposits maturing in the coming months. The current level of cash and securities as a percentage of total assets is expected to be maintained in the coming months. At January 31, 2015, unrealized gains in the available-for-sale securities portfolio were $65,000 compared to unrealized gains of $26,000 at the end of the previous quarter and $92,000 a year ago. In addition, there was an unrealized loss of $115,000 at January 31, 2015 relating to a security that is classified as held-to-maturity, compared to an unrealized loss of $129,000 at the end of the previous quarter. This unrealized loss is due to factors other than changes in credit risk and management is of the opinion that no impairment charge is required. The Basel III Committee on Banking Supervision (the Basel Committee) has issued a framework outlining new liquidity standards. The framework prescribes two new standards being the Liquidity Coverage Ratio (LCR) and the Net Stable Funding Ratio (NSFR) as minimum regulatory standards beginning in 2015 and 2018 respectively. The LCR establishes a common measure of liquidity risk and requires financial institutions to maintain sufficient liquid assets to cover a minimum of 30 days of cash flow in a stressed scenario. The NSFR describes a second common measure of liquidity establishing a minimum acceptable amount of stable funding based on the liquidity characteristics of 7

8 an institution s assets and activities over a one year time horizon. Although the Basel Committee has introduced a phase-in period for compliance with the LCR guidelines, banks in Canada are required to fully comply with the LCR in January 2015 with no phase-in. Loans At January 31, 2015 loans increased to $1.31 billion from $1.22 billion at the end of the previous quarter and from $1.14 billion a year ago. The increase from the previous quarter and from the previous year was due primarily to growth in commercial and consumer loan and lease receivables sourced through the bulk purchase program. At January 31, 2015, the balances of individual loan categories compared to the end of the previous quarter and a year ago reflects a change in lending strategy where focus on government financings has been reduced due to market conditions, with an increased emphasis on commercial and consumer lending opportunities, particularly those sourced through its bulk purchase program. At January 31, 2015, there was a decrease in commercial mortgages from a year ago which was due primarily to the timing of loan transactions. Commercial and consumer loan and lease receivables sourced through the bulk purchase program showed significant growth during the quarter and from a year ago, totalling $472 million at January 31, 2015 compared to $394 million at the end of the previous quarter, an increase of $78 million or 20%, and almost doubling from $237 million a year ago. The bulk purchase program, which consists of individual loan and lease receivables continues to be a key initiative and the primary driver for growth of the lending portfolio in the coming years. These loan and lease receivables normally attract a lower collective allowance due to the higher quality of the receivables comprising the portfolio and the level of cash holdbacks that are retained. Overall, new lending for the quarter totalled $218 million compared to $189 million for the previous quarter and $139 million a year ago. Loan repayments for the quarter totalled $139 million compared to $144 million for the previous quarter and $162 million a year ago. At January 31, 2015, loan commitments, excluding those related to credit cards, totalled $224 million compared to $195 million at the end of the previous quarter and $127 million a year ago. Residential mortgage exposures In accordance with 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 (HELOC s). This differs from the classification of residential mortgages by the Bank which also includes multi-family mortgages. Under OSFI s definition, the Bank s exposure to residential mortgages is not significant and at January 31, 2015 totalled $887,000 compared to $1.1 million at the end of the previous quarter and $1.2 million a year ago. The Bank did not have any HELOC s outstanding at January 31, 2015 or a year ago. 8

9 Credit Quality Despite the strong loan growth during the quarter, the Bank has maintained its high credit quality and strong underwriting standards and traditionally requires minimal provisions for credit losses. Gross impaired loans at January 31, 2015, were $nil, unchanged from the end of the previous quarter and compared to $6,000 a year ago. The provision (recovery) for credit losses in the current quarter was $502,000 compared to $400,000 for the previous quarter and ($51,000) a year ago. The provision for credit losses increased from previous periods due to an increase in the collective allowance as a result of the increase in loans, and a higher level of write-offs relating to the credit card program as the portfolio matures. At January 31, 2015, the collective allowance totalled $3.1 million compared to $2.9 million at the end of previous quarter and $2.9 million a year ago with the increase due primarily to growth in loans. Included in the collective allowance at January 31, 2015 was $1.0 million relating to credit card receivables, compared to $962,000 at the end of the previous quarter and $858,000 a year ago. The increase from a year ago was due to the maturation of credit card balances. Based on results from ongoing stress testing of the loan portfolio under various scenarios and the secured nature of the existing loan portfolio, the Bank is of the view that any credit losses which exist but cannot be specifically identified at this time are adequately provided for. The Bank s loan exposure to the province of Alberta and to the oil and gas industry is not significant and the Bank is not directly impacted by the recent decline in world oil prices. Other Assets Other assets totalled $25.5 million at January 31, 2015, compared to $23.1 million at the end of the previous quarter and $23.9 million a year ago. Included in other assets is the deferred income tax asset of the Bank of $7.9 million compared to $8.5 million at the end of the previous quarter and $8.3 million a year ago. Also included in other assets are capital assets and prepaid expenses of $13.1 million compared to $10.8 million at the end of the previous quarter and $12.1 million a year ago. Deposits and Other Liabilities Deposits are used as a primary source of financing growth in assets and are raised primarily through a well established and well diversified deposit broker network across Canada. Deposits at January 31, 2015, totalled $1.25 billion compared to $1.19 billion at the end of the previous quarter and $1.22 billion a year ago, and consist primarily of guaranteed investment certificates. Of the total amount of deposits outstanding, $18.5 million or approximately 1.5% of total deposits at the end of the current quarter were in the form of demand savings accounts compared to $19.3 million or 1.6% of total deposits at the end of the previous quarter and $21.6 million or approximately 1.8% of total deposits a year ago. In addition, the Bank has chequing accounts related to trustees in the bankruptcy industry as discussed below. In order to diversify its sources of deposits and reduce its cost of new deposits, the Bank identified another source, that being chequing accounts of trustees in the Canadian bankruptcy industry. The Bank developed banking software to enable this market to efficiently administer its chequing accounts. These services are being offered to trustees in the bankruptcy industry across Canada and at January 31, 2015, outstanding balances from this source totalled $83.8 million unchanged from the end of the previous quarter and compared to $51.6 million a year ago. 9

10 Other liabilities consist of accounts payable, accruals, holdbacks payable related to the bulk purchase program and securities sold under repurchase agreements. At January 31, 2015, other liabilities totalled $63.7 million compared to $46.6 million at the end of the previous quarter and $27.1 million a year ago with the increase from the previous periods due to the amount outstanding at the end of quarter relating to securities sold under repurchase agreements as noted below, and increased holdbacks associated with loan and lease receivables sourced through the bulk purchase program which have shown significant growth over the past year. An additional source of financing growth in assets and a source of liquidity is the use of margin lines and securities sold under repurchase agreements. At January 31, 2015, there was $15.0 million outstanding relating to securities sold under repurchase agreements compared to $nil at the end of the previous quarter and a year ago. Securitization Liabilities Securitization liabilities relate to amounts payable to counterparties for cash received upon initiation of securitization transactions. At January 31, 2015, securitization liabilities totalled $43.6 million compared to $43.5 million at the end of the previous quarter and $43.5 million a year ago. There have been no securitization transactions in the past year. The amounts payable to counterparties bear interest at rates ranging from 1.97% % and mature between 2016 and Securitized insured mortgages with a carrying value of $39.8 million and restricted cash totalling $3.6 million are pledged as collateral for these liabilities. Notes Payable Notes payable, net of issue costs, totalled $75.2 million at January 31, 2015 compared to $75.8 million at the end of the previous quarter and $75.2 million a year ago. During the three months ended January 31, 2015, the Corporation repaid notes totaling $988,000 and issued an unsecured note totalling $100,000 bearing interest at 6.0% per annum. Notes payable are comprised of Series C Notes with a par value of $61.7 million maturing in 2018 and other notes totalling $2.8 million maturing between 2015 and The Series C Notes bear interest at 9.00% per annum. The Series C Notes were modified effective August 27, 2013, to allow the Corporation at its option, to pay interest on the Series C Notes either in cash or in-kind in the form of common shares of the Bank held by the Corporation. The modification also allows, at the option of the holder, the Series C Notes to be convertible into common shares of the Bank held by the Corporation. With this modification of the Series C Notes, $386,000, representing the equity element of the Series C Notes, net of applicable income taxes, was recorded in shareholders equity on the Consolidated Balance Sheets. During the period ended January 31, 2015, as payment of the interest due on the Series C Notes, the Corporation distributed 471,266 common shares it owned of the Bank. This resulted in the Corporation s ownership interest in the Bank decreasing to 86% from 89% at the end of the previous quarter. Notes payable also include subordinated notes totalling $14.5 million issued by the Bank to an unrelated party. These subordinated notes, of which $4.5 million are currently callable and $10 million are callable beginning in 2016, bear interest at rates ranging from 8.00% to 11.00% and mature between 2019 and

11 Preferred Share Liabilities At January 31, 2015, the Corporation had 1,899,058 Class B Preferred Shares outstanding with a total value of $47.5 million before deducting issue and conversion costs. As these Class B Preferred Shares carry certain redemption features and are convertible into common shares of the Corporation, an amount of $43.1 million, net of issue and conversion costs, has been classified on the Corporation s Consolidated Balance Sheet as Preferred Share Liabilities. In addition, an amount of $3.2 million, net of income taxes and issue costs, has been included in shareholders equity on the Corporation s Consolidated Balance Sheet. As the Class B Preferred Shares must be redeemed by the Corporation in 2019 for $47.5 million, the preferred share liability amount of $43.1 million will be adjusted over the remaining term to redemption until the amount is equal to the estimated redemption amount. The adjustment is included in interest expense in the Consolidated Statement of Income (Loss), calculated using an effective interest rate of 11.8%. Shareholders Equity At January 31, 2015, shareholders equity was $8.2 million compared to $10.2 million at the end of the previous quarter and $12.5 million a year ago with the change due to common shares issued by the Corporation on a private placement basis in the previous quarter and operating losses incurred by the Corporation during the periods. During the three months ended October 31, 2014, the Corporation issued through a private placement, 4,700,000 common shares at $0.60 per share for cash proceeds of $2,820,000. Common shares outstanding at January 31, 2015 totalled 41,852,084 compared to 40,145,504 at the end of the previous quarter with the increase due to 1,706,580 shares issued as payment of the dividends on the Class B Preferred Shares. At January 31, 2015, there were 314,572 Class A Preferred Shares outstanding, unchanged from the previous quarter and a year ago and 1,899,058 Class B Preferred Shares outstanding compared 1,909,458 at the end of the previous quarter and a year ago. The decrease from the previous quarter was due to shares repurchased under the Normal Course Issuer Bids as noted below. Common share options totalled 468,023 at January 31, 2015, compared to 471,773 at the end of the previous quarter with the decrease due to the expiry of 3,750 options. At January 31, 2015, there were 40,000 common share options of the Bank outstanding which is unchanged from the end of the previous quarter. Normal Course Issuer Bids On November 5 th, 2014, the Corporation amended the Normal Course Issuer Bids (NCIBs) that were approved on March 11 th, 2015, for its common shares, Class B Preferred Shares and Series C Notes. During the three months ended January 31, 2015, the Corporation repurchased 10,400 Class B Preferred Shares for $129,000 under the Normal Course Issuer Bids. 11

12 Reduction of Stated Capital On May 30, 2012, at a special meeting of the shareholders of the Corporation, approval was given authorizing the reduction of the stated capital of the common shares of the Corporation by $50,472,000 and correspondingly reducing retained earnings (deficit) by the same amount. There was no impact on total shareholders equity. Updated Share Information As at March 3, 2015, there were no changes since January 31, 2015 in the number of outstanding common shares, common share options or Class A Preferred Shares. As at March 3, 2015 there were 1,894,158 Class B Preferred Shares outstanding as a result of 4,900 Class B Preferred Shares being purchased and cancelled under the Normal Course Issuer Bid. Off-Balance Sheet Arrangements As at January 31, 2015, the Corporation does not have any significant off-balance sheet arrangements other than loan commitments and letters of credit resulting from normal course business activities. See Note 12 to the unaudited interim consolidated financial statements for more information. Related Party Transactions The Corporation s and the Bank s Board of Directors and Senior Executive Officers represent key management personnel. Other than key management personnel, the Corporation has no other related parties for which there were transactions or outstanding balances during the period. See Note 13 to the unaudited interim consolidated financial statements for details on related party transactions and balances. Risk Management The risk management policies and procedures of the Corporation are provided in its annual MD&A for the year ended October 31, 2014, and are found on pages 39 to 45 of the Corporation s 2014 Annual Report. Capital Management and Capital Resources The Basel Committee on Banking Supervision has published rules supporting more stringent global standards on capital adequacy and liquidity (Basel III). Significant changes under Basel III that are most relevant to the Bank include: Increased focus on tangible common equity. All forms of non-common equity such as the Bank s conventional subordinated notes must be NVCC compliant. NVCC compliant means the subordinated notes must include a clause that would require conversion to common equity in the event that OSFI deems the institution to be insolvent or a government is ready to inject a bail out payment. Changes in the risk-weighting of certain assets. 12

13 Additional capital buffers. New requirements for levels of liquidity and new liquidity measurements. OSFI requires that all Canadian banks must comply with the Basel III standards on an all-in basis for purposes of determining its risk-based capital ratios. Required minimum regulatory capital ratios are a 7.0% Common Equity Tier 1 (CET1) capital ratio and effective January 1, 2014, an 8.5% Tier 1 capital ratio and 10.5% total capital ratio, all of which include a 2.5% capital conservation buffer. The Basel III rules provide for transitional adjustments whereby certain aspects of the new rules will be phased in between 2013 and The only available transition allowed by OSFI for capital ratios is related to the 10 year phase out of non-qualifying capital instruments. Under the Basel III standards, total capital of the Bank was $159.5 million at January 31, 2015 compared to $158.3 million at the end of the previous quarter and $137.6 million a year ago. The increase in total capital from the previous periods was due primarily to earnings in the Bank during the periods and the issue of Series 1 Preferred Shares during the previous quarter. At January 31, 2015, the Bank exceeded the current regulatory capital requirements with a CET1 ratio of 10.97% compared to 11.25% at the end of the previous quarter and 11.54% a year ago. In addition, the Bank s total capital ratio was 13.23% at January 31, 2015, compared to 13.69% at the end of the previous quarter and 12.64% a year ago. At January 31, 2015, the Bank s leverage ratio was 8.97%. Effective January 1, 2015 the previous Assets to-capital ratio was replaced by the Leverage Ratio which is prescribed under the Basel III Accord. On February 26, 2015, the Bank issued 1,681,320 Non-Cumulative 6-Year Rate Reset Series 3 Non- Viability Contingent Capital (NVCC) Preferred Shares for net proceeds of $15.7 million. For the initial 6-year period ending April 30, 2021, these Series 3 Preferred Shares yield 7% annually, payable quarterly as and when declared by the Board of Directors of the Bank. These preferred shares qualify as Additional Tier 1 Capital and will fund continued growth for the Bank. See Note 14 to the interim consolidated financial statements for more information regarding capital management. Interest Rate Risk Management 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 and the potential after-tax impact of a 100 basis point shift in interest rates on the Bank s shareholders equity over a 60 month period if no remedial actions are taken. 13

14 The Bank s sensitivity to changes in interest rates and its duration difference between assets and liabilities at January 31, 2015 has not changed significantly since October 31, As indicated by the above, at January 31, 2015, the impact on net interest income during a 12 month period of a 100 basis point increase would be approximately $3.2 million and the impact on net interest income of a 100 basis point decrease would be approximately ($3.2 million). Similarly at January 31, 2015, the impact on equity during a 60 month period of a 100 basis point increase would be approximately ($764,000) and the impact on equity of a 100 basis point decrease would be approximately $1.2 million. As indicated by the above, the duration difference between assets and liabilities shows that the Bank s assets and liabilities would reprice at approximately the same time in the event of a change in interest rates. Liquidity PWC Capital Inc., on a non-consolidated basis, has cash obligations relating primarily to payments of interest on notes payable, the expected cash portion of dividends on Class B Preferred Shares and operational requirements. The Corporation on a non-consolidated basis does not depend on funding to come from its subsidiary, the Bank, other than normal dividends that may be declared from time to time by the Bank. As a result, the funding for the obligations is expected to come primarily from cash and proceeds from the sales of securities and borrowings. The unaudited Consolidated Statement of Cash Flows for the three months ended January 31, 2015 shows cash provided by (used in) operations of ($25.3 million) compared to $59.5 million for the same period last year. Operating cash flow is primarily affected by the change in the balance of its deposits (a positive change in deposits has a positive impact on cash flow and a negative change in deposits has a negative impact on cash flow) as compared to the change in the balance of its loans (a positive change in loans has a negative impact on cash flow and a negative change in loans has a positive impact on cash flow). Based on factors such as liquidity requirements and opportunities for investment in loans and securities, the amount of deposits received and loans funded are managed in ways that result in the balances of these items giving rise to either negative or positive cash flow from operations. The Corporation will continue to fund operations and meet contractual obligations as they become due. Liquidity Management in the Bank January 31, 2015 October 31, 2014 Decrease 100 Increase 100 bps bps Increase 100 bps The Bank has established policies to ensure that its cash outflows and inflows are closely matched and that its sources of deposits are diversified between funding sources and over a wide geographic area. The Bank maintains a conservative investment profile by ensuring: 14 Decrease 100 bps Impact on projected net interest income during a 12 month period $ 3,209 $ (3,173) $ 3,543 $ (3,493) Impact on reported equity during a 60 month period $ (764) $ 1,162 $ (319) $ 484 Duration difference between assets and liabilities (months)

15 all Bank investments are high quality and include government debt securities, bankers acceptances and Canadian bank debt; specific investment criteria and procedures are in place to manage the Bank's securities portfolio; regular review, monitoring and approval of the Bank's investment policies by the Risk Oversight Committee of the Board of Directors; and quarterly reporting to the Risk Oversight Committee on the composition of the Bank's securities portfolio. Liquidity management is further supported by processes, which include but are not limited to: monitoring of liquidity levels; monitoring of liquidity trends and key risk indicators; scenario stress testing; monitoring the credit profile of the liquidity portfolio; and monitoring deposit concentration. In order to manage its liquidity needs, the Bank has a liquidity risk management program that is comprised specifically of the following policies and procedures: Holding sufficient liquid assets which results in positive cumulative cash flow for a period of 31 to 60 days. Holding of high quality liquid securities at levels that represent no less than 8% of total assets. High quality liquid securities include federal, provincial and municipal debt as well as widely distributed debt of financial institutions. Maintaining liquid assets at no less than 75% of obligations payable within 90 days. On a weekly basis, monitoring its cash flow requirements using a liquidity forecasting template under a highly stressed scenario. On a monthly basis, testing liquidity using three specific disruption scenarios; specifically, industry specific disruption scenario, company specific liquidity disruption scenario and a systematic disruption scenario. Managing liquidity in accordance with guidelines specified by OSFI. Contractual Obligations Contractual obligations as disclosed in the MD&A and audited consolidated financial statements for the year ended October 31, 2014, have not changed significantly as at January 31,

16 Capital Assets Operations are not dependent upon significant amounts of capital assets to generate revenue. Currently, the Corporation does not have any significant commitments for capital expenditures or for significant additions to its level of capital assets. Summary of Quarterly Results ($CDN thousands except per share amounts) Q1 Q4 Q3 Q2 Q1 Q4 Q3 Q2 Results of operations: Total interest income $ 15,630 $ 15,080 $ 14,158 $ 13,980 $ 14,953 $ 15,212 $ 15,246 $ 14,779 Interest expense 10,359 10,382 10,381 10,177 10,852 11,063 11,356 11,145 Net interest income 5,271 4,698 3,777 3,803 4,101 4,149 3,890 3,634 Other income Total revenue 5,609 5,489 4,396 4,689 4,438 4,474 4,205 4,034 Provision for (recovery of) credit losses (51) Non-interest expenses 5,588 6,401 5,436 5,369 5,508 5,932 5,222 5,828 Restructuring charges , Income (loss) before income taxes (481) (1,312) (1,343) (947) (1,453) (2,858) (1,458) (2,178) Income tax provision (recovery) 1,088 (283) 1, Net income (loss) $ (1,569) $ (1,029) $ (2,478) $ (1,805) $ (2,220) $ (3,035) $ (2,193) $ (2,571) Net income attributable to non-controlling interests: Net income (loss) attributable to shareholders: (1,788) (1,313) (2,581) (1,912) (2,306) (3,064) (2,193) (2,571) Income (loss) per share Basic $ (0.05) $ (0.04) $ (0.08) $ (0.06) $ (0.07) $ (0.10) $ (0.07) $ (0.09) Diluted $ (0.05) $ (0.04) $ (0.08) $ (0.06) $ (0.07) $ (0.10) $ (0.07) $ (0.09) The financial results for each of the last eight quarters are summarized above. The results, particularly total interest income and net interest income, are comparable between quarters and over the past eight quarters reflect seasonality occurring primarily in residential construction lending. Total interest income increased in the first quarter of 2015 as a result of growth in total assets of the Bank, specifically loan and lease receivables sourced through the bulk purchase program. Other income during the quarters shows variability due to the level of gains realized on the sale of loans. The other component of other income consists primarily of credit card fees which have been comparable over the quarters. Non-interest expenses reflect a strategy to control overhead expenses, primarily with respect to the credit card program and the timing of expenses. Restructuring charges in the first quarter of 2014 resulted from the write-off of unamortized issue costs related to the repayment of subordinated notes and in the fourth quarter of 2013, relate to expenses incurred from the IPO. The provision for income taxes in each of the quarters reflects the effective statutory income tax rate applied to earnings (losses). The provision for income taxes in the fourth quarter of 2014 includes a positive income tax adjustment of $1.2 million relating to a change in the estimate of previously recognized deferred income tax asset of the Bank. 16

17 Significant Accounting Policies and Use of Estimates and Judgments Significant accounting policies are detailed in Note 3 of the Corporation s 2014 Audited Consolidated Financial Statements. There have been no material changes in accounting policies since October 31, In preparing the consolidated financial statements, management has exercised judgment 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 significant judgment was applied or estimates were developed include assessments of impairments of financial instruments, the calculation of the allowance for credit losses, and the measurement of deferred income taxes. It is reasonably possible, on the basis of existing knowledge, that actual results may vary from that expected in the generation of these estimates. This could result in material adjustments to the carrying amounts of assets and/or liabilities in the future. Estimates and their underlying assumptions are reviewed on an ongoing basis. accounting estimates are applied prospectively once they are recognized. Revisions to The policies discussed below are considered particularly significant as they require management to make estimates or judgements, some of which may relate to matters that are inherently uncertain. Financial Instruments All financial assets are classified as one of the following: held-to-maturity, loans and receivables, or available-for-sale. All financial liabilities are classified as other liabilities. Financial assets held-tomaturity, loans and receivables and financial liabilities are measured at amortized cost based on the effective interest method. Available-for-sale instruments are measured at fair value with gains and losses, net of tax, recognized in other comprehensive income. Securities Securities are held primarily for liquidity purposes with the intention of holding the securities to maturity or until market conditions render alternative investments more attractive. Settlement date accounting is used for all securities transactions. At the end of each reporting period, an assessment is made of whether or not there is any objective evidence to suggest that a security may be impaired. Objective evidence of impairment results from one or more events that occur after the initial recognition of the security which has an impact that can be reliably estimated on the estimated future cash flows of the security such as financial difficulty of the issuer. An impairment loss is recognized for an equity instrument if the decline in fair value is significant or prolonged, as such circumstances provide objective evidence of impairment. Impairment losses on a held-to-maturity security are recognized in income and loss in the period they are identified. When there is objective evidence of impairment of an available-for-sale security, the cumulative loss that has been recorded in accumulated other comprehensive income is reclassified to income or loss. For available-for-sale debt securities, if in a subsequent period the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was first recognized, then the previously recognized impairment loss is adjusted through income or 17

18 loss to reflect the net recoverable amount of the impaired security. No adjustments of impairment losses are recognized for available-for-sale equity securities. Loans Loans are initially measured at fair value plus incremental direct transaction costs. Loans are subsequently measured at amortized cost, net of allowance for credit losses, using the effective interest method. On a monthly basis, the Bank assesses whether or not there is any objective evidence to suggest that the carrying value of the loans may be impaired. Impairment assessments are facilitated through the identification of loss events and assessments of their impact on the estimated future cash flows of the loans. A loan is classified as impaired when, in management's opinion, there has been deterioration in credit quality to the extent that there is no longer reasonable assurance as to the timely collection of the full amount of principal and interest. Loans, except credit cards, where interest or principal is contractually past due 90 days are automatically recognized as impaired, unless management determines that the loan is fully secured, in the process of collection and the collection efforts are reasonably expected to result in either repayment of the loan or restoring it to current status. All loans, except credit cards, are classified as impaired when interest or principal is past due 180 days, except for loans guaranteed or insured by the Canadian government, provinces, territories, or a Canadian government agency, which are classified as impaired when interest or principal is contractually 365 days in arrears. Credit card receivables are written off when payments are 180 days past due, or upon receipt of a bankruptcy notification. As loans are classified as loans and receivables and measured at amortized cost, an impairment loss is measured as the difference between the carrying amount and the present value of future cash flows discounted using the effective interest rate computed at initial recognition, if future cash flows can be reasonably estimated. When the amounts and timing of cash flows cannot be reasonably estimated, the carrying amount of the loan is reduced to its estimated net realizable value based on either: or, (i) (ii) the fair value of any security underlying the loan, net of expected costs of realization, observable market prices for the loan. Impairment losses are recognized in income or loss. If, in a subsequent period, the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was first recognized, then a recovery of a portion or all of the previously recognized impairment loss is adjusted through income or loss to reflect the net recoverable amount of the impaired loan. Real estate held for resale is recorded at the lower of cost and fair value, less costs to sell. Allowance for Credit Losses An allowance for credit losses is maintained which, in management s opinion, is adequate to absorb all credit related losses in its loan portfolio. The allowance for credit losses consists of both individual and collective allowances and is reviewed on a monthly basis. The allowance is included in loans on the Consolidated Balance Sheets. 18

19 Evidence of impairment of loans is assessed at both an individual asset and collective level. All individually significant loans are assessed for impairment first. All individually significant loans found not to be specifically impaired and all loans which are not individually significant are then collectively assessed for impairment. The collective allowance is determined by separating loans into categories that are considered to have common risk elements and reviewing factors such as current portfolio credit quality trends, exposure at default, probability of default and loss given default rates and business and economic conditions. The collective allowance may also be adjusted by management using its judgment taking into account other observable and unobservable factors. Corporate Income Taxes Current income taxes are calculated based on taxable income at the reporting period end. Taxable income differs from accounting income because of differences in the inclusion and deductibility of certain components of income which are established by Canadian taxation authorities. Current income taxes are measured at the amount expected to be recovered or paid using statutory tax rates at the reporting period end. The Corporation follows the asset and liability method of accounting for deferred income taxes. Deferred income tax assets and liabilities arise from temporary differences between financial statement carrying values and the respective tax base of those assets and liabilities. Deferred income tax assets and liabilities are measured using enacted or substantively enacted tax rates expected to apply to taxable income in the years when temporary differences are expected to be recovered or settled. Deferred income tax assets are recognized in the Corporation s consolidated financial statements to the extent that it is probable that the Corporation will have sufficient taxable income to enable the benefit of the deferred income tax asset to be realized. Unrecognized deferred income tax assets are reassessed for recoverability at each reporting period end. Future Change in Accounting Policies IFRS 9: Financial instruments (IFRS 9) In July, 2014, the IASB issued the final revised IFRS 9 standard which addresses classification, measurement and impairment of financial instruments and hedge accounting. IFRS 9 will be effective for the Corporation s fiscal year beginning on November 1, 2018, although early adoption is permitted. IFRS 9 specifies that financial assets be classified into one of three categories: financial assets measured at amortized cost, financial assets measured at fair value through profit or loss or financial assets measured at fair value through other comprehensive loss. The standard also includes an expected credit loss model and a general hedging model. The Corporation has performed preliminary evaluations of the impact of IFRS 9, however the impact on the Corporation s consolidated financial statements cannot be quantified at this time as it is dependent upon the nature of financial instruments held by the Corporation when IFRS 9 becomes effective. 19

20 Controls and Procedures During the most recent interim period, there have been no changes in the Corporation s policies and procedures and other processes that comprise its internal control over financial reporting, that have materially affected, or are reasonably likely to materially affect, the Corporation s internal control over financial reporting. At January 31, 2015, an evaluation was carried out by management of the effectiveness of internal controls over financial reporting to provide reasonable assurance regarding the reliability of financial reporting and financial statement compliance with International Financial Reporting Standards. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer will file a certificate that the design and operating effectiveness of internal control over financial reporting were effective. These evaluations were conducted in accordance with the standards of the 2013 Internal Control - Integrated Framework of the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and the requirements of National Instrument Certification of Disclosure in Issuers Annual and Interim Filings of the Canadian Securities Administrators. Forward-Looking Statements The statements in this management s discussion and analysis that relate to the future are forwardlooking statements. By their very nature, forward-looking statements involve inherent risks and uncertainties, both general and specific, many of which are out of our 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 economy in general and the strength of the local economies within Canada in which we conduct operations; the effects of changes in monetary and fiscal policy, including changes in interest rate policies of the Bank of Canada; commodity prices, the effects of competition in the markets in which we operate; inflation; capital market fluctuations; the timely development and introduction of new products in receptive markets; the impact of changes in the laws and regulations regulating financial services; changes in tax laws; technological changes; unexpected judicial or regulatory proceedings; unexpected changes in consumer spending and savings habits; and our anticipation of and success in managing the risks implicated by the foregoing. For a detailed discussion of certain key factors that may affect our future results, please see page 46 of our 2014 Annual Report. 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 our shareholders in understanding our financial position and may not be appropriate for any other purposes. Except as required by securities law, we do 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 the Corporation or on its behalf. 20

NEWS RELEASE BNCCORP, INC. REPORTS THIRD QUARTER NET INCOME OF $1.9 MILLION, OR $0.40 PER DILUTED SHARE SERIES A PREFERRED STOCK TO BE REDEEMED

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