AGM 2021

May 20, 2021

Press Release

Good morning, and welcome to the 2021 Annual Meeting of Shareholders of TrustCo Bancorp New York. Before proceeding, we would like to mention that this presentation may contain forward looking information about TrustCo Bancorp New York, and it is intended that the presentation be covered by Safe Harbor and forward looking statements provided by the Private Securities Litigation Reform Act of 1995. Actual results and trends could differ materially from those set forth in such statements due to various risks, uncertainties and other factors. More detailed information about these and other factors can be found in the Risk Factors and Forward Looking Statements section of our annual report on Form 10 ks and is updated by our quarterly report on Form 10 Q. The statements are valid only as of this date hereof and the company disclaims any obligation to update this information, except as may be required by applicable law. Today's presentation may contain non GAAP financial measures. The reconciliation of such measures to the most comparable GAAP figures are included in our earnings press release, which is available under the Investor Relations tab of our website at www.trustcobank.com. Please also note that today's event is being recorded. At this time, I would like to introduce Robert J. McCormick, TrustCo's Chairman, President and CEO. Mr. McCormick, please go ahead. Thank you. Good morning, ladies and gentlemen. I'm Rob McCormick, Chairman, President and Chief Executive Officer of TrustCo Bancorp of New York and in accordance with TrustCo's bylaws, Chairman of this meeting. The meeting will now come to order. Welcome to the Annual Meeting of Shareholders of TrustCo Bancorp New York. Before proceeding to the businesses meeting, I'd like to make certain introductions. I'll introduce all of the directors with us on the call. This year, we have 6 directors standing for reelection. On the ballot are Lisa Lucarelli, Thomas Maggs, Anthony Maranello, Kimberly Russell, Frank Silverman and myself. Also with us on the call are our Lead Independent Director, Dennis Degenero and Audit Committee Chair and Financial Expert, Brian Flynn. Our executive officers are on the call as well. They are Executive Vice President and Chief Lending Officer, Scott Salvador Executive Vice President and Chief Risk Officer, Bob Leonard Executive Vice President and Chief Financial Officer, Mike Ozimek Executive Vice President and Chief Operations Officer, Kevin Curley Executive Vice President, Florida Regional President is Eric Schreck and Michael Hall, our General Counsel and Corporate Secretary. We are fortunate to have great depth in our leadership group. A number of our senior leaders are on this call with us as well. They are J. R. George, Carly Batista, Michael Yull, Patrick Laporta, Michael Lofamento, Daniel Sullo and Michelle Simmons. Ashish Alawalia from Crowe LLP, the company's independent auditor, is on the call as well and may be called upon to answer questions if needed. Our proxy committee members are Judge Barry Kramer and Bill Terry. We have retained the services of C. T. Hagberg LLC to act as our independent inspectors of election. Gary Wozniak associate has taken the oath of inspector. We will follow our customary order of events and conduct our annual meeting first and upon adjournment immediately conduct our shareholder forum. The virtual format of the meeting permits the submission of questions through the online portal. At that time, we will report on the operating results and outlook for our company. We will then entertain submitted questions. This format allows us to complete our formal business expeditiously and move on to matters of general interest. Now I call on Michael Hall, our Corporate Secretary. Michael will establish that the meeting has been duly called and that the quorum is present for the annual meeting. Michael? Thank you, Mr. Chairman. The Board fixed March 22, 2021 as the record date toward determining shareholders entitled to vote at this meeting. An affidavit has been reviewed by the inspectors of election attesting to the fact that the notice of meeting, the 2021 proxy statement and the 2020 annual report to shareholders were mailed to all shareholders of record beginning on April 1, 2021. As stated in the notice, the purposes of this meeting are to consider and vote upon the following matters: 1st, election of 6 directors as named in the proxy statement 2nd, approval of a non binding advisory resolution on the compensation of Trusco's named executive officers 3rd, approval of a reverse stock split of Trusco's common stock at a ratio of 1.45 and an amendment to Trusco's amended and restated certificate of incorporation to effect a reverse stock split of Trusco common stock at a ratio of 1.45 and a corresponding proportionate reduction in Trusco's authorized common stock and 4th, ratification of the appointment of Crowe LLP as Trusco's independent auditors for 2021. The inspectors of election have submitted the following report. There were outstanding on the record date a total of 96,441,475 shares of common stock, The holders of not fewer than 79,000,000 539,869 shares of common stock are present by proxy. Approximately 82% of the voting power of the outstanding shares is present at the meeting. Accordingly, Mr. Chairman, a quorum is present. Thanks, Michael. On the basis of the Secretary's report, the meeting is duly convened. The polls for each matter to be voted upon at this meeting have been open for some time, are open now and will be open for a few more minutes. Now we will conduct a formal business as set forth in the notice of meeting. In order to conduct an orderly meeting and give all eligible shareholders an opportunity to participate, we will follow the rules of conduct posted in the online portal. Mike, please present the nominations for directors. Mr. Chairman, upon behalf of the Board of Directors, I move that the following individuals as named in the proxy statement be elected as directors to hold office for terms to expire at the 2022 Annual Meeting of Shareholders or until his or her successor has been elected and qualified: Lisa M. Lucarelli Thomas O. Maggs Anthony J. Marinello, MD, Ph. D. Robert J. McCormick Kimberly A. Russell and Frank B. Silverman. Is there a second? I second the motion. The nominations are closed. The meeting will now proceed to the second item on the agenda concerning the approval of a nonbinding advisory resolution on the compensation of TrustCo's named executive officers. Mike, please present this matter. Mr. Chermas, on behalf of the Board of Directors, I make a motion to approve a nonbinding advisory resolution on the compensation of TrustCo's named executive officers. Is there a second? I second the motion. The meeting will now proceed to the 3rd item on the agenda concerning the approval of a reverse stock split of TrustCo's common stock and a corresponding proportionate reduction in TrustCo's authorized common stock. Mike, please present this matter. Mr. Chairman, on behalf of the Board of Directors, I make a motion to approve a reverse stock split of TrustCo's common stock at a ratio of 1.45 and an amendment to TrustCo's amended and restated certificate of incorporation to effect a reverse stock split of TrustCo common stock at a ratio of 1.45 and a corresponding proportionate reduction in TrustCo's authorized common stock. Is there a second? I second the motion. The meeting will now proceed to the 4th and final item on the agenda concerning the ratification of Crowe LLP as TrustCo's independent auditors for 2021. Mike, please present this matter. Mr. Chairman, on behalf of the Board of Directors, I make a motion to ratify the appointment of Crowe LLP as TrustCo's independent auditors for 2021. Is there a second? I second the motion. If any shareholder would like to make a comment regarding any of the proposals, please submit your comment through the web portal. Mr. Chairman, there are no questions. Any stockholder who hasn't yet voted or wishes to change their vote may do so by clicking on the voting button on the web portal and following the instructions there. Stockholders who have sent in proxies are voted by mail or via Internet and do not want to change their vote do not need to take any further action. Now that everyone has the opportunity to vote, I declare the polls for the annual meeting close. The next item on the agenda is the preliminary report of the inspectors. Any ballots cast before the polls close, but not reflected in the preliminary report, will be reflected in the final report of the inspectors. I now call upon the Secretary to present the preliminary report of the inspectors. Michael? Mr. Chairman, the inspectors of election have presented their preliminary report. They have determined that the directors nominated by the Board for election received the affirmative vote of the majority of the votes cast. Additionally, Mr. Chairman, the inspectors of election have determined that shares representing a majority of the votes cast support the advisory vote on the compensation of Trusco's named executive officers. Further, Mr. Chairman, the inspectors report that the majority of the outstanding shares entitled to vote at the annual meeting have been cast in favor of the resolution approving a reverse stock split of TrustCo's common stock at a ratio of 1.45 and an amendment to TrustCo's amended and restated certificate of incorporation to effect a reverse stock split of TrustCo's common stock at a ratio of 1.45 and a corresponding proportionate reduction in TrustCo's authorized common stock. Finally, Mr. Chairman, the inspectors report that well in excess of a majority of the shares voted were cast in favor of the ratification of the appointment of Crowe LLP as TrustCo's independent auditors for 2021. Thank you, Mike. Based on the preliminary report of the Inspector's election, I declare that Lisa Lucarelli, Thomas Maggs, Anthony Marinello, Kimberly Russell, Frank Silverman and myself are elected directors and further declare that the nonbinding advisory resolution on the compensation of TrustCo's named executive officers is adopted. The resolution approving a reverse stock split of TrustCo's common stock at a ratio of 1:5 and an amendment to the TrustCo's amended and restated certificate of incorporation to effect the reverse stock split of TrustCo common stock at a ratio of 1:5 and a corresponding proportionate reduction in TrustCo's authorized common stock as approved and the appointment of Crowe LLP as TrustCo's independent orders for 2021 is ratified. There being no further business to come before the meeting and all ballots having been received, the formal meeting is now concluded and is adjourned. We will now begin the shareholder forum. Please note, we will attempt to answer as many questions as time allows, but only questions that are germane to the meeting will be addressed. As was the case last year, we were obviously conducting this meeting virtually under current suggested standards. While some of you prefer an in person meeting as we do, as the plan rolled out, this seemed like the better alternative at the time. This is good and bad, less personal, but it does provide greater access to those interested. It might also be considered unfortunate that we have all become accustomed to and proficient with these virtual services. The path we are on as a country certainly leads us to believe we will be back to more and more in person activities quite possibly including this meeting next year. In any event, welcome to our 2020 Annual Meeting of Shareholders. We are pleased to have the opportunity to provide additional detail on the operations of our company. As a company, we crossed several milestones in 2020, starting with our pandemic response. As I've said in the past, our staff took being essential very seriously. All of our locations remained opened and available to our customer base. We moved people around to promote social distancing, had an active sanitization program and provided PPE. As shareholders, we should be proud of how our employees responded to the pandemic. We know it was not always easy, but very much appreciated by our customers. Some were affected on a greater level than others. Our thoughts and prayers go out to them and their loved ones. We also upped our donations and volunteer time to certain organizations most impacted and have even hosted our own vaccination clinic. Overall, I would say our response is balanced and appropriate. At year end, our total assets topped $5,900,000,000 That trend continued into the Q1 of 2021 when we slipped over $6,000,000,000 of total assets. Growth is driven by our loan portfolio, which ended 2020 at over 4,200,000,000 dollars up about $180,000,000 from 20 19 year end. Residential mortgages showed the most growth offset by a drop in home equity lines of credit. We are known as a residential mortgage lender. Our products are relatively simple and cost effective. We have the reputation of getting loans closed efficiently. Commercial loans outstanding have been bouncing between roughly $200,000,000 $230,000,000 This is being driven mostly by PPP activity. We did $46,000,000 of PPP loans in 2020 and another $17,000,000 in 2021. We are working with our customers on the forgiveness process, which is well underway. We had money customers take care of take advantage of this SBA administered program, which is closed at least for now. PPP loans were certainly the big effort for most of the last 12 months in commercial loans. On a side note, we also worked with Bronxville to administer a loan program to help their local businesses. This was done with private funds and was really impressive model of how people in a community step up and help their neighbors. As said earlier, home equity credit lines continue to slide, which we think is part of the refinance craze installment loans have never really been a big part of our business. Staying on the asset side, we are in a very liquid position with a relatively large investment portfolio with short maturities. We are investing when we see opportunity or upticks in rates, trying to stay on top of calls and maturity in the portfolio. We're saving dry powder in anticipation of a changing rate environment. On the liability side, we have had growth in all deposit categories except the highest cost time deposits. Stimulus payments have certainly contributed to this growth and these funds seem to be sticking around longer than some thought, including May. The resulting shareholders' equity rose to over 5 $70,000,000 Our net income was $52,500,000 in 20.20. Our net interest income was roughly $154,000,000 Our non interest expense was 95,700,000 dollars Net interest income was down year over year. We were able to bring down deposit costs, but this did not keep pace to declining yield on the loan portfolio. We did see a rebound in net interest income in the Q1 of 2021, a positive sign. Our margin also showed improvement in the Q1 of 'twenty one, showing an increase over year end. The result was a very sound net income in the Q1 of 'twenty one, greater than the same period and year end 'twenty. This, of course, takes into account all operating expenses, which were down about $2,000,000 in 20.20 to $95,700,000 It also considers our loan loss provision of $5,600,000 in 20.20. Based on the conditions at the time of close with closings, work from home and payment deferrals, we like many other banks thought it was prudent to increase our provision for loan losses. We are happy to report it has not been needed to this point. The vast majority of deferrals are back on track and the portfolio is performing very well. Our non performing assets to total assets was 0.37% at year end and non performing assets to total loans was 0.5%. Our allowance to total loans was 1.17 with a coverage ratio of 2.4x. These are very solid numbers by any measure. While we do not while we are not completely out of the woods, we will be reevaluating this position as our country reopens and gets back to work, and we will adjust the loan loss reserve as is appropriate. We will also be fully prepared for seasonal implementation at the beginning of the year. Our dividend, always important to our shareholders, is just over $0.27 per share. We have paid out paid our shareholders over $700,000,000 in dividends in the last 20 years. Our dividend payout ratio was 47.5% versus our peer group at 32.9%, and our dividend versus average book value was 4.75% compared to 2.7% for our peer group. You can tell we are very proud of our dividend because it is important to you. We have always believed in paying a significant dividend to our shareholders. Other performance measures we are sure you are interested in. Our return on average equity was 9.5% in 2020, better than our peers. Our return on average assets was 0.94% less than our peers, probably driven mostly by our risk profile. So return on average risk weighted assets was 1.84%, much better than the peer group. Our capital ratios are all strong, 9.6 percent tangible equity to assets, 19.2 percent Tier 1 and 20.4% total capital. All the capital ratios are higher than our peers. And finally, our efficiency ratio was also better than our peers. Other items that are of general interest to shareholders. Our branch network, we continue to operate 148 full service offices in 5 states. Our average branch size grew significantly in 2020 to just over $34,000,000 We are in the process of reviewing several possible new locations, nothing crazy, just a few infill spots. Our branch network is constantly revalid for possible relocation, improvement and profitability. Our Florida operation has been strong and has surpassed $1,000,000,000 in loans and deposits. This is impressive since we did it entirely de novo with no acquisition. Financial Services has also crossed $1,000,000,000 under management, Mark. Pat Laporte and his crew have done a great job assisting their clients with many aspects of their financial plans. This department is also our largest source of fee income. We have spent a significant amount of time and capital upgrading operating systems to better service our customer base. We try to take a team approach with regard to our staff. As shareholders, we should be very proud to have them. We have tried not to let COVID put a damper on this. We keep everyone active with training, celebration and the opportunity to provide import wherever possible. Well, that's our story. We have a very sound operation at TrustCo Bank, and we look forward to the future with great optimism. We are happy to answer any questions you may have, and thank you for your interest in our company. Mr. Chairman, there are no questions in the queue. Thank you, everyone. That concludes the 2021 Annual Meeting of Shareholders. The 2021 Annual Meeting of Shareholders of TrustCo Bancorp New York has ended. You may now leave the virtual meeting.