Good afternoon. I'm Dave Mansfield, Chief Executive Officer of Provident Bancorp, Inc. It is my pleasure on behalf of the directors and the officers of Provident Bancorp, Inc. and BankProv to express our appreciation to you for attending this virtual meeting. A copy of our proxy statement and annual report are available at the bottom of this webpage. The principal business of this annual meeting is to elect three directors, to ratify the appointment of the independent registered public accounting firm for the year ending December 31, 2021, to approve an advisory non-binding resolution with respect to executive compensation, and to approve an advisory non-binding proposal with respect to the frequency that stockholders will vote on executive compensation. Before we move on to official business, I would like to recognize members of our board of directors and the senior officers of Provident Bancorp, Inc. and BankProv. Our Chairman of the Board is Joseph Reilly. Our directors are Frank Cousins, Charlie Calley, James DeLeo, Lisa DeStefano, Nate Gravelle, Jay Gould, Laurie Knapp, Arthur Sullivan, Barbara Piette, and Charles Withee. Our senior management team, myself, David Mansfield, CEO. Charles Withee, President and Chief Lending Officer. Carol Houle, Executive Vice President, Chief Financial Officer. Anne Lapointe, Executive Vice President, Chief Administrative Officer. Joe Kenney, Executive Vice President, Director of Commercial Lending, and Joseph Mancini, Executive Vice President, Chief Operating Officer. At this time, I would like to present to you the Corporate Secretary of Provident Bancorp, Inc., Kimberly Scholtz. Ms. Scholtz, has the notice of this meeting been sent to all shareholders entitled to vote at this meeting? Yes, Mr. Mansfield. I have here an affidavit sworn to by myself and duly signed, stating that notice has been mailed to each shareholder as required under the bylaws. Resolutions were adopted by the board of directors providing for the meeting to be held at this time and place. The board also fixed April 1st, 2021, as the record date for determining shareholders entitled to notice of and to vote at this annual meeting. Thank you, Ms. Scholtz. Please file a copy of the notice, the affidavit as to the mailing of notice, and the excerpts from the board meeting setting the date and time of this meeting with the minutes for this meeting. I would like to introduce the bank's and the company's Chief Financial Officer, Carol Houle, who's been appointed the Inspector of Election. Ms. Houle, will you please present your report of the attendance at this meeting so we can determine whether a quorum is present? Mr. Mansfield, there were 19,476,248 shares entitled to vote as of the April 1st, 2021, record date. The Proxy Committee of the Board of Directors is acting as proxy and representative of the holders of record of 15,896,305 shares of the common stock of the company. Thank you, Ms. Houle. On the basis of the reports of the corporate secretary and the inspector of election, I find that proper notice has been given and that a quorum is present. Accordingly, this meeting has been properly convened. If you've logged into this virtual meeting as a stockholder with your voting control number, you can vote on the proposals that are included in the proxy statement now and until the closing of the polls by clicking the Vote button on the webpage portal and following the instructions. The polls will close after all proposals have been presented. If you have already voted, there is no need for you to recast your vote. The proxies solicited by the board of directors can be tallied at one time, even though they contain four matters for consideration. Accordingly, I intend to discuss each matter separately. When the discussion of one item is finished, I will move on to the next. Additionally, if you've logged into this virtual meeting with your voting control number as a stockholder, you may submit questions regarding the proposals to be voted on at this meeting by typing your question in the box titled Ask a Question and clicking Submit. I encourage you to include your name and contact information with the question. Please note questions will not be answered during this meeting. All pertinent questions will be answered after the conclusion of the meeting. Ms. Scholtz, were there any shareholder nominations or proposals for business for this meeting properly filed with you as Corporate Secretary? No, Mr. Mansfield. Since no shareholder nominations or proposals were properly filed with the corporate secretary in advance of this meeting, as provided in the bylaws, the business of this meeting is limited to the four matters stated in the agenda. The first proposal we will consider today is the election of three directors. The board of directors has nominated Frank G. Cousins Jr., Joseph B. Reilly, and Arthur W. Sullivan to serve as directors. Each individual is being nominated for a three-year term and until their successor shall have been elected and qualified. Each individual is presently a director of The Provident Bank. Additional information concerning the principal occupations of the nominees, their service with The Provident Bank and BankProv, and other matters that may be of interest are contained in the proxy statement. The second proposal to be considered at this meeting is the ratification of the appointment of Crowe LLP as the independent registered public accounting firm for the year ending December 31st, 2021. The third proposal is to approve an advisory, non-binding resolution with respect to executive compensation. The fourth proposal is to approve an advisory, non-binding proposal with respect to the frequency that stockholders will vote on executive compensation. We will pause for one minute to allow people to vote or change their vote through the web portal. The polls are now closed for voting, and the vote tally is complete. Ms. Houle, would you now present your report on the vote? The report confirms that a quorum is and has been in attendance at the annual meeting for all purposes. The report further confirms that all the directors nominated by the board have been duly elected. The appointment of Crowe LLP as independent registered public accounting firm for the year ended December 31st, 2021, has been ratified. Stockholders have approved an advisory, non-binding resolution with respect to executive compensation. Lastly, stockholders have recommended that advisory, non-binding proposals with respect to executive compensation be held on an annual basis. The report of the Inspector of Election as presented is accepted. Ms. Scholtz, please safeguard the ballots, proxies, the oath, the certificate, and report of the Inspector of Election and maintain them among the records of the company. Yes, Mr. Mansfield. Now I would like to introduce our Chief Financial Officer, Carol Houle, to give a presentation on the year 2020. Thank you Dave. Hindsight is 2020. It's been quite an extraordinary year. We had a lot of challenges. Today I want to reflect on those obstacles that we faced and how we persevered. The next slide I really want to get into our COVID-19 response. The bank's agility really came to action when the pandemic shut down operations. Within one weekend, our team had equipped the majority of our employees with a work-from-home solution. Our essential employees, we did everything in accordance with the guidelines to keep our employees safe. Our number one priority was really our customers and making sure that our customers are supported as they are encountering this economic downturn. On the next slide, I just want to look a little bit at our modifications and the work that we did. At the height of COVID, which was right towards the end of the first quarter and the beginning of the second quarter, we modified $264 million or 20% of our total loans. It has significantly come down as our borrowers are back into their repayment and they're regaining their momentum. We're right now down to $44 million or 3.3% of our total loans. Moving on to our PPP activity on the next slide. As you can see, we did about $78 million, again, at the height of the pandemic of origination. As the quarters came on, we started forgiving those pieces, and when Round 2 came on, we originated another $42 million. I suspect that by the end of quarters three and four, we will be applying for forgiveness for those as well. Taking a look at the next slide, despite all of the modifications and all of the PPP loans that we did, we had a tremendous year in growth. We grew the bank $384 million, or 34%. There were really three drivers that helped us. It was all within loans. Loans grew $384 million. The three drivers within those loans is our Enterprise Value Lending. They grew $108 million in 2020. The Mortgage Warehouse Loans, we acquired a mortgage warehouse division in January of 2020. During the course of the year, they grew another $198 million to bring it to $265 million by the end of the year. We also had our PPP loans. Looking at our national presence, we announced in 2018 that our Enterprise Value Loans went national. When we acquired the mortgage warehouse business, that is also a national product. On the next slide, you'll see what our lending footprint looks like. We currently have a lending presence in 34 states across the country, with 26 states or $286 million being in our Enterprise Value Loans. Our newly purchased Warehouse Loans, they're operating currently in 16 states. When I look at Enterprise Value Loans, we want to look at the diversity. We're not fully concentrated in one particular industry. On the next slide, you can see the various industries in which we're spread across with our Enterprise Value Loans, with industrial and manufacturing being at 21%. Everything else is underneath that. How did we fund all these loans? We had tremendous loan growth. What did we do on the deposit side? On the next slide, you'll see that our deposits also grew $388 million, or 46%. We've had a key focus at the bank for the last few years of really attracting non-interest-bearing deposits, quite successful, as you can see, in 2020, with 31%. Then I showed actually quarter four was 34%. You'll hear a little bit more about that focus with David Mansfield's presentation. With all that growth, how did we fare on the capital side? On the next slide, we look at a little bit of a capital ratio. In 2019 was when we had the second step public offering that brought us in a bunch of capital. When I looked at the bank's capital, total capital ratio at 17.62%, we landed at 2020 at 14.60%. That's basically all through our loan growth. When I look at the holding company, the total capital to total assets ratio at 20.59% in 2019, we are down to 15.66%. Not only is a portion of that attributed to our loan growth or our deposit growth, we also looked into a stock buyback program. On the next slide, it gives you a little summary of what our stock buyback plan was. We got a non-objection in October 2020 to purchase 1 million shares, and we were successful in completing that 1 million shares by February 2020 with an average price of $11.11. We immediately went in to get a second approval or a second non-objection for an additional 1.4 million shares. Through March 31st, we've purchased about 198,000 of those shares. All of this, we can take a look at profitability, which is on the next slide. Despite the challenges, despite some of the costs incurred as a result of COVID, we still managed to increase our earnings per share by 10%. We ended 2020 with $0.66 compared to $0.60. Our net income grew about 11%, or $1.8 million. If we look at our net interest margin, when the interest rates took a sharp decline, so did our net interest margin, and we landed at 4.23% at the end of the year. Keep in mind that our PPP loans are at a 1% rate, and that's a little bit of a contributor there, as well as the Warehouse Loans, they're mortgage Warehouse Loans, and those tend to be a little bit lower rate than our commercial offerings. That also had an impact of our net interest margin. Lastly, our return on assets. That large growth in the average assets, we landed at 0.89% compared to 1.04% in the previous year. That takes it for the 2020 and kind of looking in reflection in the past. I'm going to turn it over to David Mansfield, who's going to present the future. Great job, Carol. Thank you very much. I'll talk a little bit about where we're going. First slide, I'd be remiss if I didn't mention our rebranding. Fantastic job. We had originally planned to roll this out in the March, April timeframe of last year, and obviously with COVID hitting, that wouldn't have been appropriate, but we really knew w here we were going and what we wanted to do. All the work that we had done, we wanted to roll this rebrand out, and it's been extremely well-recepted. I'm really proud of the work the team has done, and Carie Kelly, who was our VP of marketing, is now our SVP of deposit acquisitions and still oversees marketing. I want to give Carie a shout-out for the work she did on this project. On the next slide, I'll just talk about some objectives. Carol did a great job of summarizing where we've been in the past, and really what we want to continue to do is focus on deposits, the non-interest-bearing deposits especially. We could see at the end of the first quarter, I think we were at 34%. We track this on a weekly basis. We'd like to see this number continue to grow, and now we think it will. Also the type of accounts we're looking for will also be able to generate some fee income. That's one area that we feel we need to improve upon. Then what are we going to do with the deposits? Some of it has been used to pay down our brokered CDs and borrowings. We've got a good, stable deposit base now. Really, it will be used to continue to fund our loan growth. Our objective is to put that capital to use, as Carol showed. We have done a nice job of putting the capital to use. We want to continue to do that for the company and for you as shareholders. The way we've been able to do that is identifying niche or specialty opportunities that really allow us to grow the bank in a safe and sound manner. To, again, sort of leapfrog that growth. I want to really highlight the mortgage warehouse lending unit. Ken Jones, who's our President of that division. We brought him on and his team in January. We were lucky we did it in that timeframe because we're headquartered in Amesbury, Mass., they're in Ponte Vedra, Florida. Full-court press by our team to get that unit up and running and it's done extremely well. When we acquired the loans from People's United Bank, it came over at about $62 million, I believe. Ken Jones and his team were able to grow that to $265 million by the end of the year. It was a significant contributor to their net income last year. Thank you. On the next slide, talk about the strategy. We're very focused on new technology used to both support deposit and loan growth. We have our traditional and in-market sectors. We still have a strong branch presence in northeastern Massachusetts and, I mean, throughout New Hampshire. As Carol Houle rightfully pointed out, we've really got a national presence now. Each one of those Enterprise Value Loans, we don't just make a loan. We take the entire deposit relationship. To do that, we need a team that can onboard those clients, and we need the tools to service them appropriately. We spent a lot of time last year enhancing our ACH and wire capabilities. We now process from 8:00 A.M. to 8:00 P.M. Again, with a national presence, we felt we really needed to do that. One other area that we have partnership with Treasury Prime to offer banking as a service, and we continue to see opportunities there. Again, this is more of a how do we have some balance throughout. We feel this is a good, solid way to bring deposits, new customers into the bank and leverage the infrastructure that we put to place. In the section below, that's kind of how we do it. I'll talk about ProvXchange. We have APIs, fintech partnership, artificial intelligence, treasury management. Again, that's the wire transfer technology and the ACH that we advanced significantly. Online account origination, and the BAI2, that's a file format that we're able to present back to customers. We've really enhanced I believe we have offerings that match what any regional and some of the largest banks in the country can offer in a payment services. That will really allow us to bring in more corporate clients and enhance our deposit base and also our fee income. What I'd like to talk about in the rest of the presentation is the crypto-related business. This is something that we started researching, I guess just probably about a year and a half ago, and really focused on making sure we had the right infrastructure in place, the right people, the right tools, the Bank Secrecy programs. We believe we've fully rolled this out with complete risk assessments. Really, we've gone to market at the end of last year and into this year. On the next slide, the cryptocurrency will follow this on the next slide with where we are to date. Again, with just getting into this, we have just about $54 million in deposits at the end of March 31st, 2021. It's broken up in, we have exchange, institutional investors, Bitcoin ATMs, miners, and software companies. We see this growing over the near term and this year. On the next slide, what are we doing in this space? Starting with 100% insured deposits for crypto-related businesses. Again, we're not taking Bitcoin or Ether or any of these cryptocurrencies onto the balance sheet. These are traditional banking services for companies that are legally operating within the United States. What are we offering? Operating and settlement deposit accounts, API banking. We have an internal exchange network that I'll get into a little bit more. The payment services, the wires and ACH that I mentioned, and also cash vault services. The intended use of these deposits will be short-term investments on our balance sheet. Funding of our Mortgage Warehouse Loans matches up well with the short-term nature of those loans. An area that we're just getting into and exploring more is crypto-related lending. All right, on the next slide. We have an advantage where we have 100% insured deposit products through our membership in the Massachusetts Depositors Insurance Fund, that's great, we've got all the ACH and wire functionality. We have a really good core system, but the two largest banks in the space, Silvergate Bank and Signature, what they have is a real-time internal exchange network. They both have published the statistics on that, quite successful, both on the number of transactions and the $ transmitted. Again, these are account-to-account transfers within the bank and within their customer base. We really feel that we need the same technology to really compete in this space. We've created something we're calling ProvXchange. It's customer access to an internal exchange network. It's real-time. Fortunately, we have a real-time core system, so we've been able to do this via API connectivity. Again, this is 24/7, 365. With the early stages of this, it offers what we consider to be the key functionality that puts us on par with the others. That's the internal transfers, balance checks, looking up account information, and transaction listings and history. When we're doing something like this, security is foremost in our mind. We've spent quite a bit of time on building of the controls, the governance, and administration. I'm really proud of the team that's built this. We're in the final stages of testing and build-out. It's actually completely built out, so we'll be hopefully debuting this. We're looking and we're beta testing this is the next step, and then rolling this out to customer base end of this quarter, early next quarter. Again, really puts us on par with Silvergate and Signature Bank with their networks. I'm very excited about this. On the next slide, the other area that is new to us is the lending to the cryptocurrency market. This is really the way we're doing this right now is providing institutional lines of credit. We're focused on regulated entities and having the Bitcoin and Ether held in a regulated trust company on the behalf of BankProv. Really, the relationship is managed by the institutional client, and they are lending the money out to their institutional clients. We focused a lot on the credit standards. These are very well-secured, conservative underwriting, real-time monitoring of the collateral with timely margin requirements. Boy, is this timely. We just saw some wild dips in Bitcoin in the last couple of days, and I'm proud to say that our lending counterparty, they've met all the requirements. We were able to monitor the line in real-time. We saw them adding Bitcoin during the day, and at the end of the day yesterday, the loan was fully in compliance with the terms. Again, it's good to see that we're partnering with the right partners. I was actually invited by NYDIG, a New York State chartered trust company. They have a BitLicense. They had me speak at an ICBA banking panel on lending, as we do have a relationship with them. These are the type of counterparties that we're looking to be with. Highly regulated, serving institutional clients, institutional in their own right, and well-capitalized. The continued growth, we'll continue to look to partners similar to that. We're now looking to roll out an Ether-backed loan, which should be one of the first. We're looking to partner with Anchorage, which has received approval from the OCC to have a national trust company. Again, same type of model, very timely monitoring and margin calls. We're excited about these opportunities. Stay tuned. We'll be doing some more press releases on those. Continued growth, we focus on looking for additional institutional partners. We're looking to explore direct-end borrowers. That's in the exploration stage right now, so we're just sort of crawling and walking before we get to the next stage. We're excited about this. There's quite a bit of market demand, and we feel that we can put the deposits to use in a very well-secured and very safe and sound manner. On the next slide, it really gets to just thanking everybody. I really want to thank all of you for joining today's meeting and for the interest you have shown in the affairs of Provident Bancorp, Inc. and BankProv, and I'd ask you all to support the company as shareholders. Again, just thank you for your time and look forward to talking with you at a later date. As of right now, this meeting is adjourned. Thank you. Be safe and be well.
Loading workspace